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IIN » Topics » CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934This excerpt taken from the IIN 8-K filed Nov 2, 2009. CURRENT REPORT Date of Report (Date of earliest event reported): October 28, 2009
INTRICON CORPORATION
1260 Red Fox Road, Arden Hills, MN 55112 Registrant’s telephone number, including area code: (651) 636-9770
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):
Explanatory Note: On October 28, 2009, IntriCon Corporation (the “Company”) announced earnings for the quarter and nine months ended September 30, 2009 and filed a Current Report on Form 8-K (the “Prior Form 8-K”) which included a copy of the earnings press release. This Amendment No. 1 (this “Amendment”) amends the Prior Form 8-K to correct inadvertent errors contained in the reconciliation of GAAP basis net loss to pro-forma net income which appeared in the table on page 2 of the press release. Specifically, Stock-based compensation and Pro-forma net income (loss) under the column “Q1 FY09” have been corrected to read “137” and “(236)”, respectively. In addition, Stock-based compensation and Pro-forma net income (loss) under the column “YTD” has been corrected to read “418” and “476”, respectively, and the second sentence below the table has been corrected to read as follows: “For the nine months ended September 30, 2009, IntriCon posted pro-forma net income of $476,000.” A copy of the corrected press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The following information (which is unchanged from the Prior Form 8-K) 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”). For purposes of Securities and Exchange Commission Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s 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 Company’s management believes that this non-GAAP financial measure provides meaningful supplemental information regarding the Company’s 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 Company’s 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 Company’s accounting methods and book value of assets. By excluding these non-cash charges, the Company’s management, together with its investors, are provided with supplemental metrics to evaluate cash earnings, distinguishing performance’s impact on earnings from performance’s 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 Company’s 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 lawyer’s fees, investment banker’s fees, and other professional service fees associated with the Company’s acquisition of Datrix on August 13, 2009. Also included are lawyer’s fees, financing fees and early termination fees associated with the Company’s 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.
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.
This excerpt taken from the IIN 8-K filed Oct 28, 2009. CURRENT REPORT Date of Report (Date of earliest event reported): October 28, 2009
INTRICON CORPORATION
1260 Red Fox Road, Arden Hills, MN 55112 Registrant’s telephone number, including area code: (651) 636-9770
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):
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 registrant’s 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 Company’s management believes that this non-GAAP financial measure provides meaningful supplemental information regarding the Company’s 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 Company’s 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 Company’s accounting methods and book value of assets. By excluding these non-cash charges, the Company’s management, together with its investors, are provided with supplemental metrics to evaluate cash earnings, distinguishing performance’s impact on earnings from performance’s 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 Company’s 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 lawyer’s fees, investment banker’s fees, and other professional service fees associated with the Company’s acquisition of Datrix on August 13, 2009. Also included are lawyer’s fees, financing fees and early termination fees associated with the Company’s 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.
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.
(d) Exhibits.
This excerpt taken from the IIN 8-K filed Aug 8, 2007. CURRENT REPORT Date of Report (Date of earliest event reported) May 22, 2007 INTRICON CORPORATION
1260 Red Fox Road, Arden Hills, MN 55112 Registrant’s telephone number, including area code (651) 636-9770
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):
This excerpt taken from the IIN 8-K filed May 17, 2006. CURRENT REPORT
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| Pennsylvania | 1-5005 | 23-1069060 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2006
INTRICON CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-5005 | 23-1069060 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 22, 2006
INTRICON CORPORATION
(Exact name of
registrant as specified in its charter)
| Pennsylvania | 1-5005 | 23-1069060 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1260 Red Fox Road,
Arden Hills, MN 55112
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 636-9770
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 25, 2005
INTRICON CORPORATION
(Exact
name of registrant as specified in its charter)
| Pennsylvania | 1-5005 | 23-1069060 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1260
Red Fox Road, Arden Hills, MN 55112
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 636-9770
| (Former name or former address, if changed since last report) |
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 27, 2005
INTRICON CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania | 1-5005 | 23-1069060 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
1260 Red Fox Road,
Arden Hills, MN 55112
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 636-9770
_________________________________________________
(Former name or former address, if changed since last report)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 8, 2005
INTRICON CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania (State or other jurisdiction of incorporation) |
1-5005 (Commission File Number) |
23-1069060 (IRS Employer Identification No.) |
1260 Red Fox Road, Arden Hills, MN 55112
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 636-9770
(Former name or former address, if changed since last report)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On June 8, 2005, IntriCon Corporation received notice from the American Stock Exchange (“AMEX”) indicating that IntriCon failed to comply with the requirements for continued listing set forth in Sections 134 and 1101 of the AMEX Company Guide because IntriCon failed to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the “Form 10-Q”). In addition, the notice noted that failure to timely file such report is a material violation of IntriCon’s listing agreement with AMEX and, therefore, pursuant to Section 1003(d) of the AMEX Company Guide, IntriCon’s common stock are subject to suspension and delisting from AMEX.
The AMEX letter provided that in order to maintain IntriCon’s listing, IntriCon must submit a plan by June 23, 2005, advising AMEX of action it has taken, or will take, that would bring IntriCon into compliance with the applicable listing standards by no later than July 11, 2005. The AMEX Listing Qualifications Department will evaluate the plan and make a determination as to whether IntriCon has made a reasonable demonstration in the plan of an ability to regain compliance with all applicable continued listing standards by July 11, 2005, in which case the plan will be accepted. If the plan is accepted, IntriCon will remain listed during the plan period, during which time it will be subject to periodic review to determine whether it is making progress consistent with the plan. If IntriCon is not in compliance with the continued listing standards by July 11, 2005 or does not make progress consistent with the plan during the plan period, AMEX will initiate delisting procedures as appropriate. In addition, if IntriCon does not submit a plan or submits a plan that is not accepted, AMEX may initiate delisting procedures as appropriate.
In the letter, AMEX also noted that within five days of June 8, 2005, IntriCon will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the continued listing standards and “.LF” will be appended to IntriCon’s ticker symbol whenever IntriCon’s trading symbol is transmitted with a quotation or trade. The website posting and indicator will remain in effect until IntriCon has regained compliance with all applicable continued listing standards.
As IntriCon previously reported, on May 31, 2005, IntriCon concluded, after discussions among the Audit Committee of the Board of Directors of IntriCon and management, that it will restate financial results for prior years in order to adjust its accounting for the capitalization of certain research and development expenditures. These adjustments are expected to reduce shareholders’ equity by less than $1 million and will have no impact on IntriCon’s historically reported revenues. IntriCon, however, will not be able to completely identify periods at issue, or the impact on those periods, until management has completed its review. Accordingly, previously issued consolidated financial statements should no longer be relied upon until IntriCon has completed its review. Management and the Audit Committee will consider which previously-issued financial statements will be restated upon completion of such review.
IntriCon intends to submit a compliance plan to AMEX by June 23, 2005 and file the Form 10-Q on or before June 30, 2005. There can be no assurance, however, that IntriCon’s plan will be completed, timely filed or accepted by AMEX or that the Form 10-Q will be filed by June 30, 2005.
A copy of IntriCon’s press release concerning the foregoing is attached as Exhibit 99.1 to this Form 8-K and is furnished herewith for purposes of Regulation FD.
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 31, 2005
INTRICON CORPORATION
(Exact name of Company as specified in its charter)
| Pennsylvania (State or other jurisdiction of incorporation) |
1-5005 (Commission File Number) |
23-1069060 (IRS Employer Identification No.) |
1260 Red Fox Road, Arden Hills, MN 55112
(Address of principal executive offices) (Zip Code)
Company’s telephone number, including area code (651) 636-9770
N/A
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
CURRENT REPORT
Pursuant to Section 13
OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2005
INTRICON CORPORATION
(Exact name of registrant as specified in its charter)
| Pennsylvania (State or other jurisdiction of incorporation) |
1-5005 (Commission File Number) |
23-1069060 (IRS Employer Identification No.) |
1260 Red Fox Road,
Arden Hills, MN 55112
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including area code (651) 636-9770
(Former name or former address, if changed since last report)
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXCERPTS ON THIS PAGE:
| 8-K | Nov 2, 2009 |
| 8-K | Oct 28, 2009 |
| 8-K | Aug 8, 2007 |
| 8-K | May 17, 2006 |
| 8-K | May 1, 2006 |
| 8-K | Feb 27, 2006 |
| 8-K | Oct 25, 2005 |
| 8-K | Oct 3, 2005 |
| 8-K | Jun 10, 2005 |
| 8-K | Jun 2, 2005 |
| 8-K | Apr 26, 2005 |
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