ITEM
1.
Financial Statements
INTRICON
CORPORATION
|
Consolidated
Condensed Balance Sheets
|
(In
Thousands
,
Except Per Share Amounts
)
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
604
|
|
|
$
|
369
|
|
Restricted cash
|
|
|
633
|
|
|
|
610
|
|
Accounts receivable, less allowance
for doubtful accounts of $67 at September 30, 2016 and $135 at December 31, 2015
|
|
|
6,324
|
|
|
|
8,578
|
|
Inventories
|
|
|
13,329
|
|
|
|
14,472
|
|
Other current assets
|
|
|
638
|
|
|
|
860
|
|
Total current assets
|
|
|
21,528
|
|
|
|
24,889
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment
|
|
|
39,959
|
|
|
|
38,653
|
|
Less:
Accumulated depreciation
|
|
|
33,103
|
|
|
|
31,911
|
|
Net machinery and
equipment
|
|
|
6,856
|
|
|
|
6,742
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
9,551
|
|
|
|
9,551
|
|
Investment in partnerships
|
|
|
212
|
|
|
|
224
|
|
Other assets, net
|
|
|
1,161
|
|
|
|
480
|
|
Total assets
|
|
$
|
39,308
|
|
|
$
|
41,886
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
2,002
|
|
|
$
|
1,908
|
|
Accounts payable
|
|
|
5,966
|
|
|
|
7,785
|
|
Accrued salaries, wages and commissions
|
|
|
2,207
|
|
|
|
2,559
|
|
Deferred gain
|
|
|
—
|
|
|
|
55
|
|
Other accrued liabilities
|
|
|
725
|
|
|
|
1,279
|
|
Total current liabilities
|
|
|
10,900
|
|
|
|
13,586
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current maturities
|
|
|
6,862
|
|
|
|
7,929
|
|
Other postretirement benefit obligations
|
|
|
508
|
|
|
|
542
|
|
Accrued pension liabilities
|
|
|
790
|
|
|
|
812
|
|
Other long-term
liabilities
|
|
|
127
|
|
|
|
120
|
|
Total liabilities
|
|
|
19,187
|
|
|
|
22,989
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
Common stock, $1.00 par value per share; 20,000 shares authorized;
6,801 and 5,981 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
|
|
|
6,801
|
|
|
|
5,981
|
|
Additional paid-in capital
|
|
|
21,168
|
|
|
|
17,721
|
|
Accumulated deficit
|
|
|
(6,825
|
)
|
|
|
(4,046
|
)
|
Accumulated other
comprehensive loss
|
|
|
(879
|
)
|
|
|
(721
|
)
|
Total shareholders’
equity
|
|
|
20,265
|
|
|
|
18,935
|
|
Non-controlling
interest
|
|
|
(144
|
)
|
|
|
(38
|
)
|
Total
equity
|
|
|
20,121
|
|
|
|
18,897
|
|
Total liabilities
and equity
|
|
$
|
39,308
|
|
|
$
|
41,886
|
|
(See accompanying notes to the consolidated
condensed financial statements)
INTRICON CORPORATION
|
Consolidated Condensed Statements of Operations
|
(In Thousands, Except Per Share Amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net
|
|
$
|
16,012
|
|
|
$
|
17,341
|
|
|
$
|
51,246
|
|
|
$
|
51,063
|
|
Cost of sales
|
|
|
12,347
|
|
|
|
12,706
|
|
|
|
38,597
|
|
|
|
37,515
|
|
Gross profit
|
|
|
3,665
|
|
|
|
4,635
|
|
|
|
12,649
|
|
|
|
13,548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
1,082
|
|
|
|
854
|
|
|
|
3,478
|
|
|
|
2,739
|
|
General and administrative
|
|
|
2,250
|
|
|
|
1,708
|
|
|
|
6,649
|
|
|
|
5,150
|
|
Research and development
|
|
|
1,323
|
|
|
|
1,344
|
|
|
|
4,297
|
|
|
|
3,864
|
|
Restructuring charges (note 3)
|
|
|
—
|
|
|
|
—
|
|
|
|
132
|
|
|
|
—
|
|
Total operating expenses
|
|
|
4,655
|
|
|
|
3,906
|
|
|
|
14,556
|
|
|
|
11,753
|
|
Operating income (loss)
|
|
|
(990
|
)
|
|
|
729
|
|
|
|
(1,907
|
)
|
|
|
1,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(135
|
)
|
|
|
(95
|
)
|
|
|
(387
|
)
|
|
|
(287
|
)
|
Other income (expense)
|
|
|
(181
|
)
|
|
|
(131
|
)
|
|
|
(472
|
)
|
|
|
17
|
|
Income (loss) before income taxes
|
|
|
(1,306
|
)
|
|
|
503
|
|
|
|
(2,766
|
)
|
|
|
1,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
33
|
|
|
|
(125
|
)
|
|
|
119
|
|
|
|
107
|
|
Net income (loss)
|
|
|
(1,339
|
)
|
|
|
628
|
|
|
|
(2,885
|
)
|
|
|
1,418
|
|
Less: Loss allocated to non-controlling interest
|
|
|
(35
|
)
|
|
|
—
|
|
|
|
(106
|
)
|
|
|
—
|
|
Net income (loss) attributable to IntriCon shareholders
|
|
$
|
(1,304
|
)
|
|
$
|
628
|
|
|
$
|
(2,779
|
)
|
|
$
|
1,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to IntriCon shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.19
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.24
|
|
Diluted
|
|
|
(0.19
|
)
|
|
|
0.10
|
|
|
|
(0.44
|
)
|
|
|
0.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
6,796
|
|
|
|
5,943
|
|
|
|
6,287
|
|
|
|
5,873
|
|
Diluted
|
|
|
6,796
|
|
|
|
6,271
|
|
|
|
6,287
|
|
|
|
6,214
|
|
(See accompanying notes to the consolidated condensed financial statements)
INTRICON CORPORATION
|
Consolidated Condensed Statements of Comprehensive Income (Loss)
|
(In Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(1,339
|
)
|
|
$
|
628
|
|
|
$
|
(2,885
|
)
|
|
$
|
1,418
|
|
Interest rate swap, net of taxes of $0
|
|
|
26
|
|
|
|
(31
|
)
|
|
|
(15
|
)
|
|
|
(64
|
)
|
Pension and postretirement obligations, net of taxes of $0
|
|
|
5
|
|
|
|
—
|
|
|
|
15
|
|
|
|
—
|
|
Foreign currency translation adjustment, net of taxes of $0
|
|
|
(33
|
)
|
|
|
21
|
|
|
|
(158
|
)
|
|
|
(51
|
)
|
Comprehensive income (loss)
|
|
$
|
(1,341
|
)
|
|
$
|
618
|
|
|
$
|
(3,043
|
)
|
|
$
|
1,303
|
|
(See accompanying notes to the consolidated condensed financial statements)
INTRICON CORPORATION
|
Consolidated Condensed Statements of Cash Flows
|
(In Thousands)
|
|
|
|
Nine Months Ended
|
|
|
|
September 30,
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,885
|
)
|
|
$
|
1,418
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,543
|
|
|
|
1,281
|
|
Stock-based compensation
|
|
|
506
|
|
|
|
445
|
|
Change in deferred gain
|
|
|
(55
|
)
|
|
|
(83
|
)
|
Change in allowance for doubtful accounts
|
|
|
(68
|
)
|
|
|
(6
|
)
|
Equity in loss of partnerships
|
|
|
175
|
|
|
|
154
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
2,346
|
|
|
|
248
|
|
Inventories
|
|
|
1,189
|
|
|
|
(3,150
|
)
|
Other assets
|
|
|
(527
|
)
|
|
|
(80
|
)
|
Accounts payable
|
|
|
(1,856
|
)
|
|
|
1,729
|
|
Accrued expenses
|
|
|
(954
|
)
|
|
|
467
|
|
Other liabilities
|
|
|
12
|
|
|
|
(199
|
)
|
Net cash (used in) provided by operating activities
|
|
|
(574
|
)
|
|
|
2,224
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
|
(1,557
|
)
|
|
|
(2,868
|
)
|
Other
|
|
|
(164
|
)
|
|
|
(45
|
)
|
Net cash used in investing activities
|
|
|
(1,721
|
)
|
|
|
(2,913
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from long-term borrowings
|
|
|
14,923
|
|
|
|
12,903
|
|
Repayments of long-term borrowings
|
|
|
(15,921
|
)
|
|
|
(12,422
|
)
|
Proceeds from equity offering, net of offering costs
|
|
|
3,678
|
|
|
|
—
|
|
Proceeds from employee stock purchases and exercise of stock options
|
|
|
83
|
|
|
|
315
|
|
Change in restricted cash
|
|
|
(31
|
)
|
|
|
71
|
|
Net cash provided by financing activities
|
|
|
2,732
|
|
|
|
867
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(202
|
)
|
|
|
(109
|
)
|
|
|
|
|
|
|
|
|
|
Net increase in cash
|
|
|
235
|
|
|
|
69
|
|
Cash, beginning of period
|
|
|
369
|
|
|
|
328
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
604
|
|
|
$
|
397
|
|
(See accompanying notes to the consolidated condensed financial statements)
INTRICON
CORPORATION
Notes
to Consolidated Condensed Financial Statements (Unaudited) (In Thousands, Except Per Share Data)
In the opinion
of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of normal recurring
adjustments) necessary to present fairly IntriCon Corporation’s (“IntriCon” or the “Company”) consolidated
financial position as of September 30, 2016 and December 31, 2015, the consolidated results of its operations for the three and
nine months ended September 30, 2016 and 2015 and for the cash flows for the nine month ended September 30, 2016 and 2015. Results
of operations for the interim periods are not necessarily indicative of the results of operations expected for the full year or
any other interim period.
The Company
has evaluated subsequent events occurring after the date of the consolidated financial statements for events requiring recording
or disclosure in the financial statements.
|
2.
|
New Accounting Pronouncements
|
In February
2016, the Financial Accounting Standards Board (“FASB”) issued its final standard on accounting for leases. This standard,
issued as ASU 2016-02, requires that an entity that is a lessee recognize lease assets and lease liabilities on the balance sheet
for all leases and disclose key information about leasing arrangements. This update is effective for financial statement periods
beginning after December 15, 2018, with earlier application permitted. The Company has not yet determined the impact of this pronouncement
on its financial statements and related disclosures.
In March 2016,
the FASB issued its final standard on simplifying the accounting for share-based payment awards. This standard, issued as ASU
2016-09, simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences,
classification on the statement of cash flows, and accounting for forfeitures. This update is effective for financial statement
periods beginning after December 15, 2016, with early adoption permitted. The Company has not yet determined the impact of this
pronouncement on its financial statements and related disclosures
During the
three and nine months ended September 30, 2016, the Company incurred restructuring charges of $0 and $132, related to IntriCon
UK facility moving costs. The Company does not expect to incur any additional cash charges related to this restructuring.
|
4.
|
Geographic Information
|
The geographical distribution of long-lived
assets to geographical areas consisted of the following at:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
United States
|
|
$
|
4,766
|
|
|
$
|
5,125
|
|
Other – primarily Asia
|
|
|
2,090
|
|
|
|
1,617
|
|
Consolidated
|
|
$
|
6,856
|
|
|
$
|
6,742
|
|
Long-lived assets consist of property
and equipment. Excluded from long-lived assets are investments in partnerships, patents, license agreements and goodwill. The Company
capitalizes long-lived assets pertaining to the production of specialized parts. These assets are periodically reviewed to assure
the net realizable value from the estimated future production based on forecasted cash flows exceeds the carrying value of the
assets.
The geographical distribution
of net sales to geographical areas for the three and nine months ended September 30, 2016 and 2015 were as follows:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
United States
|
|
$
|
11,645
|
|
|
$
|
13,165
|
|
|
$
|
36,138
|
|
|
$
|
37,565
|
|
Europe
|
|
|
2,706
|
|
|
|
1,495
|
|
|
|
8,523
|
|
|
|
4,903
|
|
Asia
|
|
|
1,380
|
|
|
|
2,498
|
|
|
|
5,918
|
|
|
|
7,727
|
|
All other countries
|
|
|
281
|
|
|
|
183
|
|
|
|
667
|
|
|
|
868
|
|
Consolidated
|
|
$
|
16,012
|
|
|
$
|
17,341
|
|
|
$
|
51,246
|
|
|
$
|
51,063
|
|
Geographic net sales are allocated based
on the location of the customer. For the three and nine months ended September 30, 2016, one customer accounted for 38% and 39%
of the Company’s consolidated net sales. For the three and nine months ended September 30, 2015, one customer accounted for
46% and 42% of the Company’s consolidated net sales.
At September 30, 2016, two customers
combined accounted for 33% of the Company’s consolidated accounts receivable. At December 31, 2015, two customers combined
accounted for 27% of the Company’s consolidated accounts receivable. No countries had revenue that exceeded 10% of total
except the United States.
Inventories consisted of the following at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
|
Work-in
process
|
|
|
Finished
products and components
|
|
|
Total
|
|
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
5,847
|
|
|
$
|
1,627
|
|
|
$
|
2,992
|
|
|
$
|
10,466
|
|
Foreign
|
|
|
1,677
|
|
|
|
520
|
|
|
|
666
|
|
|
|
2,863
|
|
Total
|
|
$
|
7,524
|
|
|
$
|
2,147
|
|
|
$
|
3,658
|
|
|
$
|
13,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
6,514
|
|
|
$
|
1,706
|
|
|
$
|
2,801
|
|
|
$
|
11,021
|
|
Foreign
|
|
|
2,472
|
|
|
|
636
|
|
|
|
343
|
|
|
|
3,451
|
|
Total
|
|
$
|
8,986
|
|
|
$
|
2,342
|
|
|
$
|
3,144
|
|
|
$
|
14,472
|
|
|
6.
|
Short and Long-Term Debt
|
Short and long-term debt is summarized as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
|
|
|
|
|
|
|
|
|
Domestic Asset-Based Revolving Credit Facility
|
|
$
|
2,213
|
|
|
$
|
4,674
|
|
Foreign Overdraft and Letter of Credit Facility
|
|
|
1,248
|
|
|
|
913
|
|
Domestic Term-Loan
|
|
|
5,500
|
|
|
|
4,250
|
|
Unamortized Finance Costs
|
|
|
(97
|
)
|
|
|
—
|
|
Total Debt
|
|
|
8,864
|
|
|
|
9,837
|
|
Less: Current maturities
|
|
|
(2,002
|
)
|
|
|
(1,908
|
)
|
Total Long-Term Debt
|
|
$
|
6,862
|
|
|
$
|
7,929
|
|
Domestic
Credit Facilities
The Company
and its domestic subsidiaries are parties to a credit facility with The PrivateBank and Trust Company. The credit facility, as
amended through September 30, 2016, provides for:
|
▪
|
an
$9,000 revolving credit facility, with a $200 sub facility for letters of credit. Under
the revolving credit facility, the availability of funds depends on a borrowing base
composed of stated percentages of the Company’s eligible trade receivables and
eligible inventory, and eligible equipment less a reserve; and
|
|
▪
|
a
term loan in the original amount of $6,000.
|
In August
2016, the Company and its domestic subsidiaries entered into an Ninth Amendment to the Loan and Security Agreement and Waiver
with The PrivateBank and Trust Company. The amendment, among other things:
|
▪
|
amended
the definition of EBITDA to permit the add back of certain transactions expenses and
expense reductions;
|
|
▪
|
amended
the funded debt to EBITDA and fixed charge coverage covenants; and
|
|
▪
|
waived
a default in the funded debt to EBITDA covenant as of June 30, 2016.
|
All of
the borrowings under this agreement have been characterized as either a current or long-term liability on our balance sheet in
accordance with the repayment terms described more fully below.
Loans
under the credit facility are secured by a security interest in substantially all of the assets of the Company and its domestic
subsidiaries including a pledge of the stock of its domestic subsidiaries. Loans under the credit facility bear interest at varying
rates based on the Company’s leverage ratio of funded debt / EBITDA, at the option of the Company, at:
|
▪
|
the
London InterBank Offered Rate (“LIBOR”) plus 2.50% to 4.00%, or
|
|
▪
|
the
base rate, which is the higher of (a) the rate publicly announced from time to time by
the lender as its “prime rate” and (b) the Federal Funds Rate plus 0.5%,
plus 0.00% to 1.25% ; in each case, depending on the Company’s leverage ratio.
|
Interest
is payable monthly in arrears, except that interest on LIBOR based loans is payable at the end of the one, two or three month
interest periods applicable to LIBOR based loans. IntriCon is also required to pay a non-use fee equal to 0.25% per year of the
unused portion of the revolving line of credit facility, payable quarterly in arrears.
Weighted
average interest on the revolving credit facility was 4.79% for the nine months ended September 30, 2016 and 3.68% for the year
ended December 31, 2015. The outstanding balance of the revolving credit facility was $2,213 and $4,674 at September 30, 2016
and December 31, 2015, respectively. The total availability on the revolving credit facility was approximately $5,429 and $3,326
at September 30, 2016 and December 31, 2015, respectively.
The outstanding
principal balance of the term loan, as amended, is payable in quarterly installments of $250. Any remaining principal and accrued
interest is payable on February 28, 2019. IntriCon is also required to use 100% of the net cash proceeds of certain asset sales
(excluding inventory and certain other dispositions), sale of capital securities or issuance of debt to pay down the term loan.
The Company
was in compliance with the financial covenants under the facility as of September 30, 2016.
Foreign
Credit Facility
In addition
to its domestic credit facilities, the Company’s wholly-owned subsidiary, IntriCon, PTE LTD., entered into an international
senior secured credit agreement with Oversea-Chinese Banking Corporation Ltd. that provides for an asset based line of credit.
Borrowings bear interest at a rate of .75% to 2.5% over the lender’s prevailing prime lending rate. Weighted average interest
on the international credit facilities was 3.48% for the nine months ended September 30, 2016 and 3.37% for the year ended December
31, 2015. The outstanding balance was $1,248 and $913 at September 30, 2016 and December 31, 2015, respectively. The total remaining
availability on the international senior secured credit agreement was approximately $525 and $817 at September 30, 2016 and December
31, 2015, respectively.
Income
tax expense (benefit) for the three and nine months ended September 30, 2016 was $33 and $119 compared to ($125) and $107 for
the same periods in 2015. The expense (benefit) was primarily due to foreign operations. The Company has net operating loss carryforwards
for U.S. federal income tax purposes and, consequently, minimal federal benefit or expense from the domestic operations was recognized
as the deferred tax asset has a full valuation allowance.
The following was
the income (loss) before income taxes for each jurisdiction in which the Company has operations for the three and nine months ended
September 30, 2016 and 2015.
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
United States
|
|
$
|
(1,444
|
)
|
|
$
|
82
|
|
|
$
|
(3,423
|
)
|
|
$
|
(198
|
)
|
Singapore
|
|
|
212
|
|
|
|
267
|
|
|
|
779
|
|
|
|
1,211
|
|
Indonesia
|
|
|
18
|
|
|
|
18
|
|
|
|
54
|
|
|
|
57
|
|
United Kingdom
|
|
|
(191
|
)
|
|
|
—
|
|
|
|
(490
|
)
|
|
|
—
|
|
Germany
|
|
|
99
|
|
|
|
136
|
|
|
|
314
|
|
|
|
455
|
|
Income (loss) before income taxes and non-controlling interest
|
|
$
|
(1,306
|
)
|
|
$
|
503
|
|
|
$
|
(2,766
|
)
|
|
$
|
1,525
|
|
|
8.
|
Shareholders’ Equity and Stock-based Compensation
|
The Company has a 2006 Equity Incentive
Plan and a 2015 Equity Incentive Plan. The 2015 Equity Incentive Plan, which was approved by the shareholders on April 24, 2015,
replaced the 2006 Equity Incentive Plan. New grants may not be made under the 2006 plan; however certain option grants under the
2006 plan remain exercisable as of September 30, 2016. The aggregate number of shares of common stock for which awards could be
granted under the 2015 Equity Incentive Plan as of the date of adoption was 500 shares. Additionally, as outstanding options under
the 2006 plan expire, the shares of the Company’s common stock subject to the expired options will become available for issuance
under the 2015 Equity Incentive Plan.
Under the 2015 Equity Incentive Plan,
executives, employees and outside directors receive awards of options to purchase common stock. In addition, the Company may also
grant stock awards, stock appreciation rights, restricted stock units and other equity-based awards, although no such awards, other
than awards under the director program and management purchase program described below, had been granted as of September 30, 2016.
Under all awards, the terms are fixed on the grant date. Generally, the exercise price of stock options equals the market price
of the Company’s stock on the date of the grant. Options under the plans generally vest over three years, and have a maximum
term of 10 years.
Additionally, the board has established
the non-employee directors’ stock fee election program, referred to as the director program, as an award under the 2015 Equity
Incentive Plan. The director program gives each non-employee director the right under the 2015 Equity Incentive Plan to elect to
have some or all of his quarterly director fees paid in common shares rather than cash. No shares were issued in lieu of cash for
director fees under the director program for the nine months ended September 30, 2016 and 2015, respectively.
On July 23, 2008, the Compensation Committee
of the Board of Directors approved the non-employee director and executive officer stock purchase program, referred to as the management
purchase program, as an award under the 2015 Plan. The purpose of the management purchase program is to permit the Company’s
non-employee directors and executive officers to purchase shares of the Company’s Common Stock directly from the Company.
Pursuant to the management purchase program, as amended, participants may elect to purchase shares of Common Stock from the Company
not exceeding an aggregate of $100 during any fiscal year. Participants may make such election one time during each twenty business
day period following the public release of the Company’s earnings announcement, referred to as a window period, and only
if such participant is not in possession of material, non-public information concerning the Company and subject to the discretion
of the Board to prohibit any transactions in Common Stock by directors and executive officers during a window period. There were
no shares purchased under the management purchase program during the nine months ended September 30, 2016 and 2015, respectively.
Stock option activity as of and during
the nine months ended September 30, 2016 was as follows:
|
|
Number of Shares
|
|
|
Weighted-average
Exercise Price
|
|
|
Aggregate Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
1,324
|
|
|
$
|
6.36
|
|
|
|
|
|
Options forfeited or cancelled
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Options expired
|
|
|
(60
|
)
|
|
|
5.81
|
|
|
|
|
|
Options granted
|
|
|
180
|
|
|
|
7.08
|
|
|
|
|
|
Options exercised
|
|
|
(1
|
)
|
|
|
3.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2016
|
|
|
1,443
|
|
|
$
|
6.47
|
|
|
$
|
988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30, 2016
|
|
|
1,083
|
|
|
$
|
6.38
|
|
|
$
|
933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for future grant at December 31, 2015
|
|
|
490
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available for future grant at September 30, 2016
|
|
|
371
|
|
|
|
|
|
|
|
|
|
The number of shares available for future
grants at September 30, 2016 does not include a total of up to 1,221 shares subject to options outstanding at September 30, 2016
under the 2006 plan which will become available for grant under the 2015 Equity Incentive Plan in the event of the expiration of
such options.
The fair value of each stock option
granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model
was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable.
In addition, option-pricing models require the input of subjective assumptions, including the expected stock price volatility.
Because the Company’s options have characteristics different from those of traded options, in the opinion of management,
the existing models do not necessarily provide a reliable single measure of the fair value of its options. The weighted average
fair value of options granted was $4.15 for options granted during the nine months ended September 30, 2016. The weighted average
fair value of options granted was $7.14 for options granted during the nine months ended September 30, 2015.
The Company calculates expected volatility
for stock options and awards using the Company’s historical volatility.
The Company currently estimates a zero
percent forfeiture rate for stock options, but will continue to review this estimate in future periods.
The risk-free rates for the expected
terms of the stock options and awards are based on the U.S. Treasury yield curve in effect at the time of grant.
The weighted average remaining contractual life of options exercisable at September 30, 2016 was 4.16 years.
The Company recorded $159 and
$506 of non-cash stock option expense for the three and nine months ended September 30, 2016. The Company recorded $131 and $445
of non-cash stock option expense for the three and nine months ended September 30, 2015. As of September 30, 2016, there was $1,002
of total unrecognized compensation costs related to non-vested awards that are expected to be recognized over a weighted-average
period of 1.0 years.
The Company
also has an Employee Stock Purchase Plan (the “Purchase Plan”). The Purchase Plan, as amended in September 30 of 2016,
provides that a maximum of 300 shares may be sold under the Purchase Plan. There were 5 and 14 shares purchased under the plan
for the three and nine months ended September 30, 2016 and a total of 3 and 10 shares purchased for the three and nine months ended
September 30, 2015.
On May 18,
2016, the Company completed a public offering and sale of 805 shares of common stock at a price to the public of $5.25 per share
less an underwriting discount of $0.3675 per share. The net proceeds from this offering, after deducting underwriting discounts
and offering expenses, totaled approximately $3,678 and were used for working capital and general corporate purposes.
The following table presents
a reconciliation between basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
|
September 30, 2016
|
|
|
September 30, 2015
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to IntriCon shareholders
|
|
$
|
(1,304
|
)
|
|
$
|
628
|
|
|
$
|
(2,779
|
)
|
|
$
|
1,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic – weighted shares outstanding
|
|
|
6,796
|
|
|
|
5,943
|
|
|
|
6,287
|
|
|
|
5,873
|
|
Weighted shares assumed upon exercise of stock options
|
|
|
—
|
|
|
|
328
|
|
|
|
—
|
|
|
|
341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted – weighted shares outstanding
|
|
|
6,796
|
|
|
|
6,271
|
|
|
|
6,287
|
|
|
|
6,214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to IntriCon shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.19
|
)
|
|
$
|
0.11
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.24
|
|
Diluted
|
|
|
(0.19
|
)
|
|
|
0.10
|
|
|
|
(0.44
|
)
|
|
|
0.23
|
|
The dilutive impact summarized
above relates to the periods when the average market price of Company stock exceeded the exercise price of the potentially dilutive
option securities granted. Earnings per common share was based on the weighted average number of common shares outstanding during
the periods when computing the basic earnings per share. When dilutive, stock options are included as equivalents using the treasury
stock method when computing the diluted earnings per share. Individual components of basic and diluted income (loss) per share
may not sum to the total income (loss) per share due to rounding.
Excluded from the computation
of diluted earnings per share for the three and nine months ended September 30, 2016 were outstanding in the money options to purchase
approximately 73 and 161 common shares, respectively, because the effect would have been anti-dilutive due to the Company’s
net loss in the period.
The Company is a defendant along
with a number of other parties in lawsuits alleging that plaintiffs have or may have contracted asbestos-related diseases as a
result of exposure to asbestos products or equipment containing asbestos sold by one or more named defendants. These lawsuits relate
to the discontinued heat technologies segment which was sold in March 2005. Due to the non-informative nature of the complaints,
the Company does not know whether any of the complaints state valid claims against the Company. Certain insurance carriers have
informed the Company that the primary policies for the period August 1, 1970-1978 have been exhausted and that the carriers will
no longer provide defense and insurance coverage under those policies. However, the Company has other primary and excess insurance
policies that the Company believes afford coverage for later years. Some of these other primary insurers have accepted defense
and insurance coverage for these suits, and some of them have either ignored the Company’s tender of defense of these cases,
or have denied coverage, or have accepted the tenders but asserted a reservation of rights and/or advised the Company that they
need to investigate further. Because settlement payments are applied to all years a litigant was deemed to have been exposed to
asbestos, the Company believes that it will have funds available for defense and insurance coverage under the non-exhausted primary
and excess insurance policies. However, unlike the older policies, the more recent policies have deductible amounts for defense
and settlements costs that the Company will be required to pay; accordingly, the Company expects that its litigation costs will
increase in the future. Further, many of the policies covering later years (approximately 1984 and thereafter) have exclusions
for any asbestos products or operations, and thus do not provide insurance coverage for asbestos-related lawsuits. The Company
does not believe that the asserted exhaustion of some of the primary insurance coverage for the 1970-1978 period will have a material
adverse effect on its financial condition, liquidity, or results of operations. Management believes that the number of insurance
carriers involved in the defense of the suits, and the significant number of policy years and policy limits under which these insurance
carriers are insuring the Company, make the ultimate disposition of these lawsuits not material to the Company’s consolidated
financial position or results of operations.
The Company’s former French
subsidiary, Selas SAS, filed for insolvency in France. The Company may be subject to additional litigation or liabilities as a
result of the French insolvency proceeding, including liabilities under guarantees aggregating approximately $438.
The Company is also involved
in other lawsuits arising in the normal course of business. While it is not possible to predict with certainty the outcome of these
matters, management is of the opinion that the disposition of these lawsuits and claims will not materially affect our consolidated
financial position, liquidity or results of operations.
|
11.
|
Related-Party Transactions
|
One of the Company’s subsidiaries
leases office and factory space from a partnership consisting of three present or former officers of the subsidiary, including
Mark Gorder, a member of the Company’s Board of Directors and the President and Chief Executive Officer of the Company. The
subsidiary is required to pay all real estate taxes and operating expenses. The total base rent expense, real estate taxes and
other charges incurred under the lease were approximately $121 and $364 for the three and nine months ended September 30, 2016
and approximately $121 and $365 for the three and nine months ended September 30, 2015.
The Company uses the law firm
of Blank Rome LLP for legal services. A partner of that firm is the son-in-law of the Chairman of the Company’s Board of
Directors. For the three and nine months ended September 30, 2016, the Company paid that firm approximately $50 and $183 for legal
services and costs. For the three and nine months ended September 30, 2015, the Company paid that firm approximately $26 and $145
for legal services and costs. The Chairman of our Board of Directors is considered independent under applicable Nasdaq and Securities
Exchange Commission rules because (i) no payments were made to the Chairman or the partner directly in exchange for the services
provided by the law firm and (ii) the amounts paid to the law firm did not exceed the thresholds contained in the Nasdaq standards.
Furthermore, the aforementioned partner does not provide any legal services to the Company and is not involved in billing matters.
The following tables set forth,
for the periods indicated, net revenue by market:
|
|
Three
Months Ended
|
|
|
Nine
Months Ended
|
|
|
|
September
30,
|
|
|
September
30,
|
|
|
September
30,
|
|
|
September
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical
|
|
$
|
9,256
|
|
|
$
|
11,122
|
|
|
$
|
28,816
|
|
|
$
|
30,018
|
|
Hearing Health
|
|
|
4,927
|
|
|
|
4,594
|
|
|
|
16,722
|
|
|
|
15,114
|
|
Professional Audio
Communications
|
|
|
1,829
|
|
|
|
1,625
|
|
|
|
5,708
|
|
|
|
5,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Revenue
|
|
$
|
16,012
|
|
|
$
|
17,341
|
|
|
$
|
51,246
|
|
|
$
|
51,063
|
|
ITEM
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
Headquartered
in Arden Hills, Minnesota, IntriCon Corporation (together with its subsidiaries referred to as the “Company”, “IntriCon,”
“we”, “us” or “our”) is an international company engaged in designing, developing, engineering
and manufacturing body-worn devices. In addition to its operations in Minnesota, the Company has facilities in California, Singapore,
Indonesia, Germany and England.
Information
contained in this section of this Quarterly Report on Form 10-Q and expressed in U.S. dollars is presented in thousands (000s),
except for per share data and as otherwise noted.
Market Overview
IntriCon
serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature products, microelectronics,
micro-mechanical assemblies, complete assemblies and software solutions, primarily for value hearing health devices, medical bio-telemetry
devices and professional audio communication devices. Revenue from the medical bio-telemetry and value hearing health markets
is reported on the respective hearing health and medical lines in the discussion of our results of operation in “Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 12 “Revenue
by Market” to the Company’s consolidated condensed financial statements included herein.
Value
Hearing Health Market
The
Company believes the value hearing health (VHH) market offers significant growth opportunities. In the United States alone, there
are approximately 37.5 million adults that report some degree of hearing loss. In adults the most common cause of hearing loss
is aging and noise. In fact, by the age of 65 year old, one out of three people have hearing loss. The hearing impaired population
is expected to grow significantly over the next decade due to an aging population and more frequent exposure to loud sounds that
can cause noise-induced hearing loss. It is estimated that hearing aids can help more than 90 percent of people with hearing loss,
however the current market penetration into the U.S. hearing impaired population is approximately 20 percent, a percentage that
has remained essentially unchanged for the last four decades. In early January, the U.S. Food and Drug Administration (FDA) weighed
in on low hearing aid penetration rates with an announcement that highlighted statistics from the National Institute on Deafness
and Other Communication Disorders. They found that 37.5 million U.S. adults aged 18 and older report some form of hearing loss.
However, only 30 percent of adults over 70, and 16 percent of those aged 20 to 69, who could benefit from wearing hearing aids,
have ever used them. Based on these statistics, the FDA has reopened the public comment period on draft guidance related to the
agency’s premarket requirements for hearing aids and PSAPs. The FDA’s intent is to consider ways in which regulation
can support further penetration into the hearing market. In April 2016, the U.S. Food and Drug Administration (FDA) hosted a public
workshop to gather stakeholder and public input on draft guidance related to the agency’s premarket requirements for hearing
aids and PSAPs. The FDA’s intent is to consider ways in which regulation can support further device penetration into the
hearing market.
The
Company is in the final stages of commercializing its PhysioLink™ 2 wireless technology, which will be incorporated into
product platforms serving the traditional and value hearing health markets. This technology is an integrated platform that incorporates
IntriCon’s Audion™ 8 amplifier and Bluetooth® low energy, enabling wireless connectivity from any Bluetooth®
enabled device over distances up to five meters.
We
are also currently developing our third generation PhysioLink™ technology, leveraging industry leading wireless IC technology
to enable concurrent audio streaming and data transmission over Bluetooth® low energy. This technology will be incorporated
into product platforms serving traditional and value hearing health markets, providing end users with an unprecedented experience
through breakthrough audio and wireless performance.
We
believe the U.S. market penetration is low primarily due to the high costs to purchase hearing aids, consolidation at the retail
level and inconveniences in the distribution channel. These factors have created the opportunity for alternative care models,
such as the value hearing aid (VHA) channel and personal sound amplifier (PSAP) channel. The VHA channel is outcome based focused
and requires the best device and software technology, to provide the most efficient, lowest cost solution to the consumer. We
believe IntriCon has positioned itself as a leader in these channels through significant, on-going investments in sales and marketing
and research and development. The Company is aggressively pursuing prospective partnerships and customers who can benefit from
our value proposition and the VHA and PSAP channels.
In
the VHA channel, the Company entered into a manufacturing agreement with hi HealthInnovations, a UnitedHealth Group company, to
become their supplier of hearing aids. At the beginning of 2012, hi HealthInnovations launched a suite of high-tech, lower-cost
hearing devices for their Medicare and Part D participants and later in the year announced they were increasing this offering
to the over 26 million people enrolled in their employer-sponsored and individual health benefit plans. In 2012, they expanded
their offering to include a hearing aid discount program for health plans. This program is available nationwide to all health
insurers, including employer-sponsored, individual and Medicare plans. The insurance model has been successfully demonstrated
internationally, where several countries providing a full insurance program are serving 40 to 70 percent of the hearing impaired
population. Further, research in the U.S. has shown a fully insured model will encourage an individual to seek treatment at an
earlier stage of hearing loss, greatly increasing the market size and penetration. The Company also has various international
VHA initiatives. On November 3, 2015, the Company acquired the assets of PC Werth to gain direct access to the NHS and to have
greater control over its efforts to accelerate new market penetration into the United Kingdom. PC Werth, through its partnership
with IntriCon, has been appointed as one of the main suppliers to the National Health Service (NHS) Supply Chain’s National
Framework. The NHS is widely seen as the most efficient hearing aid delivery system in the world, supplying an estimated 1.4 million
hearing aids annually. We believe IntriCon is well positioned to serve their needs, and we are developing new technologies to
further enhance delivery efficiencies and product standards in the future.
We
also believe there are niches in the conventional hearing health channel that will embrace our VHA proposition in the United States
and Europe. High costs of conventional devices and retail consolidation have constrained the growth potential of the independent
audiologist and dispenser. We believe our software and product offering can provide independent audiologists and dispensers the
ability to compete with larger retailers, such as Costco, and manufacturer owned retail distributors. In the third quarter of
2015, we announced a joint venture with The Academy of Doctors of Audiology (ADA) to provide hearing instruments and educational
resources to audiologists and their patients. The joint venture operates as a limited liability company under the name “earVenture
LLC”. earVenture was officially launched in November 2015 at the ADA conference. We expect that this joint venture will
capitalize on our established reputation as a leading provider of high quality, low-cost hearing aids and the ADA’s respected
position as the only national membership association focused on ownership of the audiology profession through autonomous practice
and clinical excellence. To date, more than 400 of the 1,200 ADA members have registered to join the earVenture program and we
have delivered initial units. In 2016, earVenture began rolling-out a comprehensive marketing and sales plan to convert those
registered members to consistent customers, as well as solicit non-registered ADA members to join the program.
In
the past few years the PSAP channel, which includes ear worn devices that provide cost effective sound amplification, has begun
to emerge. These sound amplification devices are not regulated by the FDA, as they are not hearing aids and make no claims of
compensating for hearing loss. They can be purchased “off-the-shelf” and are not fit or prescribed to meet a specific
individual’s needs; rather these devices amplify sound and tend to be used in noisy or challenging environments. They have
a significantly lower retail price to the consumer than traditional hearing aids.
Additionally,
the Company believes there is great potential to market its situational listening devices (SLD’s). Similar to the PSAP devices,
the Company’s SLD’s are intended to help people hear in noisy environments, like restaurants and automobiles, and
listen to television, music, and direct broadcasts by wireless connection. Such devices are intended to be supplements to conventional
hearing aids, which do not handle those situations well. The product line consists of an earpiece, TV transmitter, companion microphone,
iPod/iPhone transmitter, and USB transmitter.
Medical
Bio-Telemetry
In
the medical bio-telemetry market, the Company is focused on sales of bio-telemetry devices for life-critical diagnostic monitoring.
Using our nanoDSP and BodyNet™ technology platforms, the Company manufactures microelectronics, micro-mechanical assemblies,
high-precision injection-molded plastic components and complete bio-telemetry devices for emerging and leading medical device
manufacturers. The medical industry is faced with pressures to reduce the cost of healthcare. Driven by core technologies, such
as the IntriCon Physiolink™ that wirelessly connects patients and care givers in non-traditional ways, IntriCon helps shift
the point of care from expensive traditional settings, such as hospitals, to less expensive non-traditional settings like the
home. IntriCon currently serves this market by offering medical manufacturers the capabilities to design, develop, manufacture
and distribute medical devices that are easier to use, are more miniature, use less power, and are lighter. Increasingly, the
medical industry is looking for wireless, low-power capabilities in their devices.
IntriCon
currently has a strong presence in both the diabetes and cardiac diagnostic monitoring bio-telemetry markets. For diabetes, IntriCon
has partnered with Medtronic to manufacture their wireless continuous glucose monitors, sensors, and related accessories that
measure glucose levels and deliver real-time blood glucose trend information. Our Medtronic business posted record revenue in
2015, led by the MiniLink REAL-Time Transmitter and related accessories sales, which are incorporated in Medtronic’s MiniMed
530G insulin pump and continuous glucose monitoring, or CGM, system. The FDA recently approved the MiniMed 630G system which will
replace the 530G system. We also manufacture various accessories associated with Medtronic’s CGM system, including the recently
announced MiniMed Connect, which links the MiniMed pump and CGM to certain smart devices providing users with a discrete and real-time
view of their blood sugar information. In addition to the MiniMed 630G system, IntriCon is also designed into the MiniMed 670G
system which was also recently approved by the FDA, and scheduled to be launched in the spring of 2017. The MiniMed 670G is the
world’s first hybrid closed loop insulin delivery system and we are enthused to be designed into and supporting such a revolutionary
diabetes management system. Looking ahead, we believe there are opportunities to expand our diabetes product offering with Medtronic,
as well as move into new markets outside of the diabetes market.
In
the cardiac diagnostic monitoring market, we provide solutions for ambulatory cardiac monitoring. Our first two product platforms,
Sirona and Centauri, received FDA 510(k) approval in late 2011. The Sirona platform, which incorporates the PhysioLink technology,
is essentially two products in one design: it can be used as an event recorder, a holter monitor or both. This platform is very
small, rechargeable, and water spray proof. IntriCon is receiving feedback from its customers about the treatment flexibility
and economic benefits of remote patient monitoring. The Company has contracts in place with lead customers for the Sirona platform
and anticipates expanding that customer base during the end of 2016.
IntriCon
has a suite of medical coils and micro coils that it offers to various original equipment manufacturing (OEM) customers. These
products are currently used in pacemaker programming and interventional catheter positioning applications.
IntriCon
manufactures bubble sensors and flow restrictors that monitor and control the flow of fluid in an intravenous infusion system
as well as a family of safety needle products for an OEM customer that utilizes IntriCon’s insert and straight molding capabilities.
These products are assembled using full automation, including built-in quality checks within the production lines.
Lastly,
IntriCon is targeting other emerging biotelemetry and home care markets, that could benefit from its capabilities to develop devices
that are more technologically advanced, smaller and lightweight. To do so, IntriCon is leveraging its resources in sales and marketing
and research and development to expand its reach to other large medical device and health care companies.
Professional
Audio Communications
IntriCon
entered the high-quality audio communication device market in 2001, and now has a line of miniature, professional audio headset
products used by customers focusing on emergency response needs. The line includes several communication devices that are extremely
portable and perform well in noisy or hazardous environments. These products are well suited for applications in the fire, law
enforcement, safety, aviation and military markets. In addition, the Company has a line of miniature ear- and head-worn devices
used by performers and support staff in the music and stage performance markets. We believe performance in difficult listening
environments and wireless operations will continue to improve as these products increasingly include our proprietary nanoDSP,
wireless nanoLink and PhysioLink technologies.
Core
Technologies Overview
Our
core technologies expertise is focused on three main markets: medical bio-telemetry, value hearing health and professional audio
communications. Over the past several years, the Company has increased investments in the continued development of four critical
core technologies: Ultra-Low-Power (ULP) Digital Signal Processing (DSP), ULP Wireless, Microminiaturization, and Miniature Transducers.
These four core technologies serve as the foundation of current and future product platform development, designed to meet the
rising demand for smaller, portable more advanced devices and the need for greater efficiencies in the delivery models. The continued
advancements in this area have allowed the Company to further enhance the mobility and effectiveness of miniature body-worn devices.
ULP
DSP
DSP
converts real-world analog signals into a digital format. Through our nanoDSP™ technology, IntriCon offers an extensive
range of ULP DSP amplifiers for hearing, medical and professional audio applications. Our proprietary nanoDSP incorporates advanced
ultra-miniature hardware with sophisticated signal processing algorithms to produce devices that are smaller and more effective.
The
Company further expanded its DSP portfolio including improvements to its Reliant CLEAR™ feedback canceller, offering increased
added stable gain and faster reaction time. Additionally, the newly developed DSP technologies are utilized in our recently unveiled
Audion8™ and Audion16™, our new eight-channel and wide dynamic range compression sixteen-channel hearing aid amplifiers.
The amplifiers are feature-rich and are designed to fit a wide array of applications. In addition to multiple compression channels,
the amplifiers have a complete set of proven adaptive features which greatly improve the user experience.
ULP
Wireless
Wireless
connectivity is fast becoming a required technology, and wireless capabilities are especially critical in new body-worn devices.
IntriCon’s BodyNet™ ULP technology, including the nanoLink™ and PhysioLink™ wireless systems, offers solutions
for transmitting the body’s activities to caregivers, and wireless audio links for professional communications and surveillance
products include electrocardiogram (ECG) diagnostics and monitoring, diabetes monitoring, sleep apnea studies and audio streaming
for hearing devices.
IntriCon
is in the final stages of commercializing its PhysioLink2 and Physiolink3 wireless technology, which will be incorporated into
product platforms serving the medical, hearing health and professional audio communication markets. This system is based on 2.4GHz
proprietary digital radio protocol in the industrial-scientific-medical (ISM) frequency band and enables audio and data streaming
and command and control to ear-worn and body-worn applications over distances of up to five meters. The Physiolink2 technology
can be used to increase productivity in the emerging VHA channels through in office wireless programming and remote cloud based
fitting and consumer directed self-fitting of hearing aids. This provides both greater access and lower costs for patients. In
addition, remote control functions will improve the patient experience while using the device especially for those with diminished
dexterity. The Physiolink3 technology builds on the Physiolink2 capabilities by adding wireless streaming at much lower power
levels than any technology currently on the market. This will allow for accessories to enhance the user experience in noisy environments
by allowing audio streaming direct to the hearing aid.
Microminiaturization
IntriCon
excels at miniaturizing body-worn devices. We began honing our microminiaturization skills over 30 years ago, supplying components
to the hearing health industry. Our core miniaturization technology allows us to make devices for our markets that are one cubic
inch and smaller. We also are specialists in devices that run on very low power, as evidenced by our ULP wireless and DSP. Less
power means a smaller battery, which enables us to reduce size even further, and develop devices that fit into the palm of one’s
hand.
Miniature
Transducers
IntriCon’s
advanced transducer technology has been pushing the limits of size and performance for over a decade. Included in our transducer
line are our miniature medical coils and micro coils used in pacemaker programming and interventional catheter positioning applications.
We believe with the increase of greater interventional care that our coil technology harbors significant value.
Forward-Looking
and Cautionary Statements
Certain
statements included in this Quarterly Report on Form 10-Q or documents the Company files with the Securities and Exchange Commission,
which are not historical facts, or that include forward-looking terminology such as “may”, “will”, “believe”,
“anticipate”, “expect”, “should”, “optimistic” “continue”, “estimate”,
“intend”, “plan”, “would”, “could”, “guidance”, “potential”,
“opportunity”, “project”, “forecast”, “confident”, “projections”,
“schedule”, “designed”, “future”, “discussion”, “if” or the negative
thereof or other variations thereof, are forward-looking statements (as such term is defined in Section 21E of the Securities
Exchange Act of 1934 and Section 27A of the Securities Act of 1933, and the regulations thereunder), which are intended to be
covered by the safe harbors created thereby. These statements may include, but are not limited to statements in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to the Company’s Condensed
Consolidated Financial Statements” such as net operating loss carryforwards, the ability to meet cash requirements for operating
needs, the ability to meet liquidity needs, assumptions used to calculate future level of funding of employee benefit plans, the
adequacy of insurance coverage and the impact of new accounting pronouncements and litigation. Forward-looking statements also
include, without limitation, statements as to the Company’s expected future results of operations and growth, the Company’s
ability to meet working capital requirements, the Company’s business strategy, the expected increases in operating efficiencies,
anticipated trends in the Company’s markets, estimates of goodwill impairments and amortization expense of other intangible
assets, the effects of changes in accounting pronouncements, the effects of litigation and the amount of insurance coverage and
statements as to trends or the Company’s or management’s beliefs, expectations and opinions.
Forward-looking
statements are subject to risks and uncertainties and may be affected by various factors that may cause actual results to differ
materially from those in the forward-looking statements. In addition to the factors discussed in this Quarterly Report on Form
10-Q, certain risks, uncertainties and other factors can cause actual results and developments to be materially different from
those expressed or implied by such forward-looking statements, including, without limitation, the following:
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▪
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our ability to successfully implement our business
and growth strategy;
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risks arising in connection with the insolvency of
our former subsidiary, Selas SAS, and potential liabilities and actions arising in connection with the insolvency;
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the volume and timing of orders received by the Company,
particularly from Medtronic and hi HealthInnovations;
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changes in estimated future cash flows;
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our ability to collect our accounts receivable;
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▪
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foreign currency movements in markets that we serve;
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▪
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changes in the global economy and financial markets;
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▪
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weakening demand for our products due to general economic
conditions;
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▪
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changes in the mix of products sold;
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our ability to meet demand;
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changes in customer requirements;
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timing and extent of research and development expenses;
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FDA approval, timely release and acceptance of our
products and those of our customers;
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competitive pricing pressures;
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pending and potential future litigation;
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cost and availability of electronic components and
commodities for our products;
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our ability to create and market products in a timely
manner and develop products that are inexpensive to manufacture;
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our ability to comply with covenants in our debt agreements
or to obtain waivers if we do not comply;
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our ability to repay debt when it comes due;
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▪
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our ability to obtain extensions of our current credit
facility or a new credit facility;
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the loss of one or more of our major customers;
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our ability to identify, complete and integrate acquisitions;
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effects of legislation;
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effects of foreign operations;
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our ability to develop new products;
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our ability to recruit and retain engineering and technical
personnel;
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the costs and risks associated with research and development
investments;
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the recent recessions in Europe and the debt crisis
in certain countries in the European Union;
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our ability and the ability of our customers to protect
intellectual property;
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loss of members of our senior management team; and
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other risk factors set forth in our most recent Annual
Report on Form 10-K or any prior Quarterly Report on Form 10-Q, which are incorporated by reference into this Report.
|
For
a description of these and other risks, see Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2015, and other risks described elsewhere in this Quarterly Report on Form 10-Q, or
in other filings the Company makes from time to time with the Securities and Exchange Commission. The Company does not undertake
to update any forward-looking statement that may be made from time to time by or on behalf of the Company.
Critical Accounting Policies
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain
assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenue and expense during the reporting period.
Certain
accounting estimates and assumptions are particularly sensitive because their significance to the consolidated condensed financial
statements and the possibility that future events affecting them may differ markedly. The accounting policies of the Company with
significant estimates and assumptions include the Company’s revenue recognition, accounts receivable reserves, inventory
valuation, goodwill, long-lived assets, deferred taxes policies and employee benefit obligations. These and other significant
accounting policies are described in and incorporated by reference from “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and Note 1 to the financial statements contained in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2015.
Results
of Operations
Sales,
net
Our
net sales are comprised of three main markets: medical, hearing health, and professional audio communications. Below is a summary
of our sales by main markets for the three and nine months ended September 30, 2016 and 2015:
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|
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|
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Change
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|
Three
Months Ended September 30
|
|
2016
|
|
|
2015
|
|
|
Dollars
|
|
|
Percent
|
|
Medical
|
|
$
|
9,256
|
|
|
$
|
11,122
|
|
|
$
|
(1,866
|
)
|
|
|
-16.8
|
%
|
Hearing Health
|
|
|
4,927
|
|
|
|
4,594
|
|
|
|
333
|
|
|
|
7.2
|
%
|
Professional Audio
Communications
|
|
|
1,829
|
|
|
|
1,625
|
|
|
|
204
|
|
|
|
12.6
|
%
|
Consolidated Net Sales
|
|
$
|
16,012
|
|
|
$
|
17,341
|
|
|
$
|
(1,329
|
)
|
|
|
-7.7
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%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical
|
|
$
|
28,816
|
|
|
$
|
30,018
|
|
|
$
|
(1,202
|
)
|
|
|
-4.0
|
%
|
Hearing Health
|
|
|
16,722
|
|
|
|
15,114
|
|
|
|
1,608
|
|
|
|
10.6
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%
|
Professional Audio
Communications
|
|
|
5,708
|
|
|
|
5,931
|
|
|
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(223
|
)
|
|
|
-3.8
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%
|
Consolidated Net Sales
|
|
$
|
51,246
|
|
|
$
|
51,063
|
|
|
$
|
183
|
|
|
|
0.4
|
%
|
For
the three and nine months ended September 30, 2016, we experienced decreases of 16.8% and 4.0% in net sales in the medical market
compared to the same periods in 2015. Medtronic sales volumes are down year-over-year.
Sales
to Medtronic were down as they manage transition of their pending FDA product approval and launch for the MiniMed 630G system.
We continue to anticipate Medtronic revenue growth during the fourth quarter of 2016 driven by market share growth for legacy
products and the introduction of new products. IntriCon currently serves this market by offering medical manufacturers the capabilities
to design, develop and manufacture medical devices that are easier to use, are more miniature, use less power, and are lighter.
IntriCon has a strong presence in both the diabetes market, with its Medtronic partnership, and cardiac diagnostic monitoring
bio-telemetry market. The Company believes there are growth opportunities in these markets as well other emerging biotelemetry
and home care markets that could benefit from its capabilities to develop devices that are more technologically advanced, smaller
and lightweight.
Net
sales in our hearing health business for the three and nine months ended September 30, 2016 increased 7.2% and 10.6% compared
to the same periods in 2015. The increases for the three months and nine months ended September 30, 2015 were primarily due to
increases in the value hearing health sector partially offset by decreases in the conventional hearing health channel. The Company
remains very optimistic about the progress that has been made and the long term prospects of the value hearing health market.
Market dynamics, such as low penetration rates, an aging population, and the need for reduced cost and convenience, have resulted
in the emergence of alternative care models, such as the insurance channel, PSAP channel, earVenture, and the National Health
Service. IntriCon believes it is very well positioned to serve these value hearing health market channels. The Company will be
aggressively pursuing larger customers who can benefit from our value proposition. Over the past several years, the Company has
invested heavily in core technologies, product platforms and its global manufacturing capabilities geared to provide high-tech,
lower-cost hearing devices.
Net
sales to the professional audio device sector increased 12.6% and decreased 3.8% for the three and nine months ended September
30, 2016 compared to the same periods in 2015. IntriCon will continue to leverage its core technology in professional audio to
support existing customers, as well as pursue related hearing health and medical product opportunities.
Gross profit
Gross profit, both in dollars and as a percent of sales,
for the three and nine months ended September 30, 2016 and 2015, was as follows:
|
|
2016
|
|
|
2015
|
|
|
Change
|
|
Three Months Ended September 30
|
|
Dollars
|
|
|
Percent
of Sales
|
|
|
Dollars
|
|
|
Percent
of Sales
|
|
|
Dollars
|
|
|
Percent
|
|
Gross Profit
|
|
$
|
3,665
|
|
|
|
22.9
|
%
|
|
$
|
4,635
|
|
|
|
26.7
|
%
|
|
$
|
(970
|
)
|
|
|
-20.9
|
%
|
Nine Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
$
|
12,649
|
|
|
|
24.7
|
%
|
|
$
|
13,548
|
|
|
|
26.5
|
%
|
|
$
|
(899
|
)
|
|
|
-6.6
|
%
|
The gross profit for the three and nine months ended September
30, 2016 decreased over the comparable prior year periods primarily due to unfavorable product mix.
Sales and Marketing, General and Administrative
and Research and Development Expenses
Sales and marketing, general and administrative and research
and development expenses for the three and nine months ended September 30, 2016 and 2015 were as follows:
|
|
2016
|
|
|
2015
|
|
|
Change
|
|
Three Months Ended September 30
|
|
Dollars
|
|
|
Percent
of Sales
|
|
|
Dollars
|
|
|
Percent
of
Sales
|
|
|
Dollars
|
|
|
Percent
|
|
Sales and Marketing
|
|
$
|
1,082
|
|
|
|
6.8
|
%
|
|
$
|
854
|
|
|
|
4.9
|
%
|
|
$
|
228
|
|
|
|
26.7
|
%
|
General and Administrative
|
|
|
2,250
|
|
|
|
14.1
|
%
|
|
|
1,708
|
|
|
|
9.8
|
%
|
|
|
542
|
|
|
|
31.7
|
%
|
Research and Development
|
|
|
1,323
|
|
|
|
8.3
|
%
|
|
|
1,344
|
|
|
|
7.8
|
%
|
|
|
(21
|
)
|
|
|
-1.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Marketing
|
|
$
|
3,478
|
|
|
|
6.8
|
%
|
|
$
|
2,739
|
|
|
|
5.4
|
%
|
|
$
|
739
|
|
|
|
27.0
|
%
|
General and Administrative
|
|
|
6,649
|
|
|
|
13.0
|
%
|
|
|
5,150
|
|
|
|
10.1
|
%
|
|
|
1,499
|
|
|
|
29.1
|
%
|
Research and Development
|
|
|
4,297
|
|
|
|
8.4
|
%
|
|
|
3,864
|
|
|
|
7.6
|
%
|
|
|
433
|
|
|
|
11.2
|
%
|
Sales and marketing and general and administrative expenses
were greater than the prior year periods primarily due to increased support costs for our value hearing health initiatives and
the addition of IntriCon UK. Research and development for the nine months ended increased over the prior year period primarily
due to increased use of outside service providers and support costs for our value hearing health initiatives.
Restructuring charges
During the three and nine months ended
September 30, 2016, the Company incurred restructuring charges of $0 and $132, related to IntriCon UK’s facility moving costs.
The Company does not expect to incur any additional cash charges related to this restructuring.
Interest expense
Net interest expense for the three and
nine months ended September 30, 2016 was $135 and $387 compared to $95 and $287 for the comparable three and nine month periods
in 2015. The increase in interest expense was primarily due to higher average debt balance compared to the prior year.
Other income (expense)
Other income (expense) for the three
and nine months ended September 30, 2016 was ($181) and ($472) compared to other income (expense) of ($131) and $17 for the same
periods in 2015. The change in other income (expense) for the three months ended September 30, 2016 was largely due to the $99k
in costs related to pursuing target acquisitions that did not occur in the same period in 2015. The change in other income (expense)
for the nine months ended September 20, 2016 was largely due to a royalty earned in 2015 that did not occur in 2016 and $205 in
costs related to pursuing targeted acquisitions that did not occur in 2015.
Income tax expense (benefit)
Income tax expense
(benefit) for the three and nine months ended September 30, 2016 was $33 and $119 compared to ($125) and $107 for the same periods
in 2015. The expense for the three and nine months ended September 30, 2016 was primarily due to taxable income generated by foreign
operations.
Liquidity and Capital Resources
As of September 30, 2016, we had $604
of cash on hand. Sources of our cash for the nine months ended September 30, 2016 were from our financing activities, as described
below. The Company’s cash flows from operating, investing and financing activities, as reflected in the statement of cash
flows, are summarized as follows:
|
|
Nine Months
Ended
|
|
|
|
September
30, 2016
|
|
|
September
30, 2015
|
|
Cash provided by (used in):
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(574
|
)
|
|
$
|
2,224
|
|
Investing activities
|
|
|
(1,721
|
)
|
|
|
(2,913
|
)
|
Financing activities
|
|
|
2,732
|
|
|
|
867
|
|
Effect of exchange rate changes on cash
|
|
|
(202
|
)
|
|
|
(109
|
)
|
Increase in cash
|
|
$
|
235
|
|
|
$
|
69
|
|
Net cash used in by operations of $574
was primarily driven by net loss of $2,885, increases in other assets, a decrease in accrued liability and accounts payable partially
offset by decreases in accounts receivable, inventory and add backs for non-cash depreciation and stock compensation.
Net cash used in investing activities
of $1,721 consisted primarily of $1,557 of purchases of property, plant and equipment.
Net cash provided by financing activities
of $2,732 was primarily driven by net proceeds from our equity offering that occurred in the second quarter of 2016.
The Company had the following bank arrangements:
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
|
|
|
|
|
|
|
Total borrowing capacity under existing facilities
|
|
$
|
14,915
|
|
|
$
|
13,980
|
|
|
|
|
|
|
|
|
|
|
Facility borrowings:
|
|
|
|
|
|
|
|
|
Domestic revolving credit facility
|
|
|
2,213
|
|
|
|
4,674
|
|
Foreign overdraft and letter of credit facility
|
|
|
1,248
|
|
|
|
913
|
|
Domestic term loan
|
|
|
5,500
|
|
|
|
4,250
|
|
Total borrowings and commitments
|
|
|
8,961
|
|
|
|
9,837
|
|
Remaining availability under existing facilities
|
|
$
|
5,954
|
|
|
$
|
4,143
|
|
Domestic Credit
Facilities
The Company and its domestic subsidiaries
are parties to a credit facility with The PrivateBank and Trust Company. The credit facility, as amended through September 30,
2016, provides for:
|
▪
|
an $9,000 revolving credit facility, with a $200
sub facility for letters of credit. Under the revolving credit facility, the availability of funds depends on a borrowing base
composed of stated percentages of the Company’s eligible trade receivables and eligible inventory, and eligible equipment
less a reserve; and
|
|
▪
|
a term loan in the original amount of $6,000.
|
In August 2016, the Company and its domestic
subsidiaries entered into a Ninth Amendment to the Loan and Security Agreement and Waiver with The PrivateBank and Trust Company.
The amendment, among other things:
|
▪
|
amended the definition of EBITDA to permit the
add back of certain transactions expenses and expense reductions;
|
|
▪
|
amended the funded debt to EBITDA and fixed charge
coverage covenants; and
|
|
▪
|
waived a default in the funded debt to EBITDA
covenant as of June 30, 2016.
|
All of the borrowings under this agreement
have been characterized as either a current or long-term liability on our balance sheet in accordance with the repayment terms
described more fully below.
Loans under the credit facility are secured
by a security interest in substantially all of the assets of the Company and its domestic subsidiaries including a pledge of the
stock of its domestic subsidiaries. Loans under the credit facility bear interest at varying rates based on the Company’s
leverage ratio of funded debt / EBITDA, at the option of the Company, at:
|
▪
|
the London InterBank Offered Rate (“LIBOR”)
plus 2.50% to 4.00%, or
|
|
▪
|
the base rate, which is the higher of (a) the
rate publicly announced from time to time by the lender as its “prime rate” and (b) the Federal Funds Rate plus 0.5%,
plus 0.00% - 1.25% ; in each case, depending on the Company’s leverage ratio.
|
Interest is payable monthly in arrears,
except that interest on LIBOR based loans is payable at the end of the one, two or three month interest periods applicable to LIBOR
based loans. IntriCon is also required to pay a non-use fee equal to 0.25% per year of the unused portion of the revolving line
of credit facility, payable quarterly in arrears.
Weighted average interest on the revolving
credit facility was 4.79% for the nine months ended September 30, 2016 and 3.68% for the year ended December 31, 2015. The outstanding
balance of the revolving credit facility was $2,213 and $4,674 at September 30, 2016 and December 31, 2015, respectively. The total
availability on the revolving credit facility was approximately $5,429 and $3,326 at September 30, 2016 and December 31, 2015,
respectively.
The outstanding principal balance of
the term loan, as amended, is payable in quarterly installments of $250. Any remaining principal and accrued interest is payable
on February 28, 2019. IntriCon is also required to use 100% of the net cash proceeds of certain asset sales (excluding inventory
and certain other dispositions), sale of capital securities or issuance of debt to pay down the term loan.
The Company was in compliance with the
financial covenants under the facility as of September 30, 2016.
Foreign Credit Facility
In addition to its domestic credit facilities,
the Company’s wholly-owned subsidiary, IntriCon, PTE LTD., entered into an international senior secured credit agreement
with Oversea-Chinese Banking Corporation Ltd. that provides for an asset based line of credit. Borrowings bear interest at a rate
of .75% to 2.5% over the lender’s prevailing prime lending rate. Weighted average interest on the international credit facilities
was 3.48% for the nine months ended September 30, 2016 and 3.37% for the year ended December 31, 2015. The outstanding balance
was $1,248 and $913 at September 30, 2016 and December 31, 2015, respectively. The total remaining availability on the international
senior secured credit agreement was approximately $525 and $817 at September 30, 2016 and December 31, 2015, respectively.
Capital Adequacy
We believe that funds expected to be
generated from operations, the available borrowing capacity through our revolving credit loan facilities and the control of capital
spending will be sufficient to meet our anticipated cash requirements for operating needs and for repayment of maturing debt for
at least the next 12 months. If, however, we do not generate sufficient cash from operations, or if we incur additional unanticipated
liabilities, we may be required to seek additional financing or sell equity or debt on terms which may not be as favorable as we
could have otherwise obtained. No assurance can be given that any refinancing, additional borrowing or sale of equity or debt will
be possible when needed or that we will be able to negotiate acceptable terms. In addition, our access to capital is affected by
prevailing conditions in the financial and equity capital markets, as well as our own financial condition. Furthermore, if we fail
to meet our financial and other covenants under our loan agreements, absent waiver, we will be in default of the loan agreements
and our lenders could take action that would adversely affect our business. There can be no assurance that our lenders will provide
a waiver of any default in our loan covenants. While management believes that we will be able to meet our liquidity needs for at
least the next 12 months, no assurance can be given that we will be able to do so.