- Current report filing (8-K)
October 28 2009 - 4:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 28, 2009
INTRICON CORPORATION
(Exact name of
registrant as specified in its charter)
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Pennsylvania
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1-5005
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23-1069060
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1260 Red Fox Road, Arden Hills, MN 55112
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (651) 636-9770
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N/A
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(Former
name or former address, if changed since last report)
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Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial Condition.
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The
following information is being provided pursuant to Item 2.02. Such
information, including Exhibit 99.1 attached hereto, should not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act).
On
October 28, 2009, IntriCon Corporation (the Company) announced earnings for
the quarter and nine months ended September 30, 2009. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
For
purposes of Securities and Exchange Commission Regulation G, a non-GAAP
financial measure is a numerical measure of a registrants historical or future
financial performance, financial position or cash flows that excludes amounts,
or is subject to adjustments that have the effect of excluding amounts, that
are included in the most directly comparable measure calculated and presented
in accordance with Generally Accepted Accounting Principles (GAAP) in the
statement of income, balance sheet or statement of cash flows (or equivalent
statements) of the registrant; or includes amounts, or is subject to
adjustments that have the effect of including amounts, that are excluded from
the most directly comparable measure so calculated and presented. In this
regard, GAAP refers to Generally Accepted Accounting Principles in the United
States of America.
In
addition to disclosing financial measures prepared in accordance with GAAP, the
press release and the accompanying tables contain a non-GAAP financial measure
which the Company refers to as pro-forma net income (loss). The presentation
of this financial information is not intended to be considered in isolation or
as a substitute for, or superior to, the financial information prepared and
presented in accordance with GAAP. A reconciliation of net income (loss), the
most directly comparable GAAP financial measure, to pro-forma net income (loss)
is contained in the press release.
Pro-forma
net income (loss).
The
Company defines pro-forma income (loss) as GAAP net loss plus stock-based
compensation expense, depreciation and amortization, non-recurring acquisition
costs and non-recurring bank financing charges. The Companys management
believes that this non-GAAP financial measure provides meaningful supplemental
information regarding the Companys performance by excluding the items
mentioned above. The Company assesses operating performance with these amounts
included, but also excludes these amounts when considering performance on a
non-GAAP basis. The Companys rationale for such exclusions is as follows:
Stock-based
compensation.
The
Company excludes non-cash stock-based compensation expense because of varying
available valuation methodologies, subjective assumptions and the variety of
award types that companies can use. Stock-based compensation expense is a
recurring expense for the Company and is expected to be in the future as the
Company has a history of granting stock options and other equity instruments as
a means of incentivizing and rewarding its employees.
Depreciation
and Amortization Expense
. Depreciation and amortization are non-cash
charges that are impacted by the Companys accounting methods and book value of
assets. By excluding these non-cash charges, the Companys management, together
with its investors, are provided with supplemental metrics to evaluate cash
earnings, distinguishing performances impact on earnings from performances
impact on cash. Management believes that the review of these supplemental
metrics in conjunction with other GAAP metrics, such as capital expenditures,
is useful for management and investors in understanding the Companys business.
Depreciation is a recurring expense for the Company and is expected to continue
to be in the future as it continues to make further investments in
infrastructure through the acquisition of property, plant and equipment.
Non-recurring
Acquisition Costs and Non-recurring Debt Financing Charges.
The Company excludes non-recurring
acquisition costs and non-recurring debt financing charges that are the result
of other, one-time events as one means of measuring operating performance. Included in these expenses are
items such as lawyers fees, investment bankers fees, and other professional
service fees associated with the Companys acquisition of Datrix on August 13,
2009. Also included are lawyers fees, financing fees and early termination
fees associated with the Companys August 13, 2009 debt financing. These events
are non-recurring and arise outside the ordinary course of continuing
operations. The Company does not expect these one-time costs to regularly recur
in the future, and therefore, by providing this information, the Company
believes that its management and investors may more fully understand the
financial results of what the Company considers to be organic continuing
operations.
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Item 7.01.
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Regulation FD Disclosure.
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The
following information is being provided pursuant to Item 7.01. Such
information, including Exhibit 99.1 attached hereto, should not be deemed
filed for purposes of Section 18 of the Exchange Act.
The
information contained under Item 2.02 is incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release dated
October 28, 2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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INTRICON CORPORATION
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By:
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/s/ Scott Longval
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Date:
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October 28, 2009
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Scott Longval
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release dated
October 28, 2009.
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