-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A5ndS3v1lDNUlLcRxFKBss1jJtI3Pw7sMWH4LO6EeV2qVIMybq+ID6JZMxFr3JeZ riGfTbCOj48CI/5BXbS7gA== 0000897101-09-000465.txt : 20090310 0000897101-09-000465.hdr.sgml : 20090310 20090309181236 ACCESSION NUMBER: 0000897101-09-000465 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090310 DATE AS OF CHANGE: 20090309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTRICON CORP CENTRAL INDEX KEY: 0000088790 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 231069060 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05005 FILM NUMBER: 09667297 BUSINESS ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 BUSINESS PHONE: 6516369770 MAIL ADDRESS: STREET 1: 1260 RED FOX ROAD CITY: ARDEN HILLS STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: SELAS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 10-K 1 intricon091036_10k.htm FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2008 INTRICON CORPORATION FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-K

 



 

 

 

 

 

 

(Mark one)

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

For the fiscal year ended December 31, 2008

 

 

 

 

or

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from ____________ to ____________.

 

 

 

 

 

 

 

 

 

Commission File Number 1-5005

 

 

 

 

 

 

 


INTRICON CORPORATION

 

 

(Exact name of registrant as specified in its charter)

 

 


 

 

 

Pennsylvania

 

23-1069060

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

1260 Red Fox Road
Arden Hills, Minnesota

 

55112

(Address of principal executive offices)

 

(Zip Code)

 

 

 


 

 

Registrant’s telephone number, including area code

(651) 636-9770

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

 

Name of each exchange on
which registered

Common Shares, $1 par value per share

 

The NASDAQ Global Market



Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Large accelerated filer o

Accelerated filer o

 

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined by rule 12b-2 of the Act). Yes o Nox


 
 


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The aggregate market value of the voting common shares held by non-affiliates of the registrant on June 30, 2008 was $40,267,744. Common shares held by each officer and director and by each person who owns 10% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of outstanding shares of the registrant’s common shares on February 27, 2009 was 5,343,079.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement for the 2009 annual meeting of shareholders are incorporated by reference into Part III of this report; provided, however, that the Audit Committee Report and any other information in such Proxy Statement that is not required to be included in this Annual Report on Form 10-K, shall not be deemed to be incorporated herein or filed for the purposes of the Securities Act of 1933 or the Securities Exchange Act of 1934.




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Page No.

PART I

 

 

 

 

Item 1.

Business

 

4

 

Item 1A.

Risk Factors

 

12

 

Item 1B.

Unresolved Staff Comments

 

17

 

Item 2.

Properties

 

17

 

Item 3.

Legal Proceedings

 

17

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

18

 

Item 4A.

Executive Officers of the Registrant

 

18

 

 

 

 

 

 

PART II

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

20

 

Item 6.

Selected Financial Data

 

22

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

24

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

35

 

Item 8.

Financial Statements and Supplementary Data

 

37

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

69

 

Item 9A(T).

Controls and Procedures

 

69

 

Item 9B.

Other Information

 

69

 

 

 

 

 

 

PART III

 

 

 

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

70

 

Item 11.

Executive Compensation

 

70

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

70

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

71

 

Item 14.

Principal Accountant Fees and Services

 

71

 

 

 

 

 

 

PART IV

 

 

 

 

Item 15.

Exhibits, Financial Statement Schedules

 

71

 

 

 

 

 

SIGNATURES

 

77

 

EXHIBIT INDEX

 

78

 

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PART I

 

 

ITEM 1.

Business

Company Overview

IntriCon Corporation, formerly Selas Corporation of America (together with its subsidiaries referred herein as the “Company”, or “IntriCon”, “we”, “us” or “our”) is an international firm engaged in the designing, developing, engineering and manufacturing of body-worn devices and electronic products. The Company serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature injection-molded plastics, microelectronics, micro-mechanical assemblies and complete assemblies, primarily for bio-telemetry devices, medical equipment, hearing instruments, electronics, professional audio and telecommunications devices and computers. The Company, headquartered in Arden Hills, Minnesota has facilities in Minnesota, California, Maine, Singapore and Germany, and operates through subsidiaries. The Company is a Pennsylvania corporation. The Company has gone through several transformations since its formation. The Company’s core business of body-worn devices was established in 1993 through the acquisition of Resistance Technologies Inc., now known as IntriCon, Inc. The majority of IntriCon’s current management came to the Company with the Resistance Technologies Inc. acquisition, including IntriCon’s President and CEO, who was a co-founder of Resistance Technologies Inc.

In the past, the Company operated in three segments: the precision miniature medical and electronics products segment, the heat technology segment, and the tire holders, lifts and related products segment. In 2001, the Company began focusing on its precision miniature medical and electronics products segment and developing plans to exit the businesses that comprised the heat technology segment and the tire holders, lifts and related products segment. The Company exited the tire holders, lifts and related products business in 2003 and the heat technology segment in the first quarter of 2005. For all periods presented, the Company classified its heat technology segment as discontinued operations.

Currently, the Company has two operating segments: its body worn device segment and electronics products segment. Prior to 2008, the Company’s body-worn device and electronics products segments were combined in the Company’s precision miniature medical and electronics products segment. The Company determined these segments no longer meet the criteria for aggregation. The nature of the products and services has been deemed separately identifiable, as the Company has further developed technologies and products included in the body-worn device segment. Furthermore, as the underlying products and technology have changed, the economic characteristics of each business segment are not expected to be similar. Our electronics products segment margin is subject to more variability due to material pricing and we believe our future revenue growth and margin will be different for each segment as a result of the proprietary technology included in our body-worn device products.

Business Highlights

Major Events in 2008

On July 20, 2008, the Company entered into a strategic alliance agreement with Australia-based Dynamic Hearing Pty Ltd (“Dynamic Hearing”), a designer of proprietary digital signal processing (“DSP”) firmware used in ultra-low power (“ULP”) DSP hardware platforms for the hearing health and professional audio market. Effective October 1, 2008, Dynamic Hearing granted a license to the Company to use certain of Dynamic Hearing’s technology, including ULP-DSP technology. IntriCon intends to use the license from Dynamic Hearing to develop new body-worn ULP-DSP applications and expand its hearing health and professional audio product portfolio.

The initial term of the agreement is five years from the date of execution and may be extended upon agreement of the parties within two months of the expiration of the initial term; however, either party may terminate the agreement after the second year of the term upon three months notice. The Company agreed to pay Dynamic Hearing: (i) an annual fee for access to the technology licensed pursuant to the agreement and (ii) an additional “second component” fee to maintain exclusive rights granted to the Company with respect to hearing health products. Additionally, IntriCon agreed to make royalty payments on products that incorporate Dynamic Hearing’s technology and Dynamic Hearing has also agreed to provide the Company with engineering and other services in connection with the licensed technology.

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Major Events in 2007

On May 22, 2007, the Company completed the acquisition of substantially all of the assets of Tibbetts Industries, Inc., other than real estate. Pursuant to an Asset Purchase Agreement, dated as of April 19, 2007, by and among the Company and Tibbetts and certain of the principal shareholders of Tibbetts, the Company purchased substantially all of the assets of Tibbetts, other than real estate, for cash of $4,500,000, subject to a closing adjustment, and the assumption of certain liabilities (total purchase price of $5,569,000 including acquisition costs of $228,000). The acquisition was financed with borrowings under the Company’s $14.5 million in senior secured credit facilities, which the Company closed on May 22, 2007. Terms of the credit facilities included:

 

 

 

 

a $10.0 million revolving credit facility, with a subfacility for letters of credit, to mature in five years, and

 

a $4.5 million term loan facility, amortized in increasing quarterly principal installments based on a five-year repayment schedule.

The credit facilities are further described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

In October 2007, the Company entered into a strategic alliance with Advanced Medical Electronics Corp. (“AME”) to develop and manufacture new miniature, wireless, ultra-low-power bio-telemetry instruments. Through this partnership, AME and IntriCon intend to develop and manufacture wireless instruments including a:

 

 

 

 

binaural hearing aid which will use wireless technology to enhance hearing by allowing hearing aids on both ears to coordinate their operations;

 

hearing aid companion microphone that will transmit companion voice signals to the wearer of a hearing aid, allowing vast improvement in speech intelligibility in noisy environments;

 

miniature wearable electroencephalograph (EEG) transmitter that will digitize EEG signals and transmit them for neuroscience research; and

 

wearable electromyograph (EMG) and inertial limb tracking systems for bio-mechanical research and clinical studies.

AME receives support from the federal Small Business Innovation Research program and will develop the bio-telemetry instruments. IntriCon will manufacture these devices and supply them to third-party distributors. IntriCon also gains exclusive access to key AME technology and will be able to use this technology to develop additional bio-telemetry applications. In 2009, there was an amendment to the strategic alliance to include four additional funded projects, related to the development of advanced biotelemetry technologies.

Forward-Looking Statements

Certain statements included or incorporated by reference in this Annual Report on Form 10-K or the Company’s other public filings and releases, which are not historical facts, or that include forward-looking terminology such as “may”, “will”, “believe”, “expect”, “should”, “optimistic” or “continue” 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 “Business,” “Legal Proceedings” and “Risk Factors”, such as the Company’s ability to focus on the precision miniature medical and electronics products markets, the ability to compete, statements concerning the Tibbetts acquisition, strategic alliances and their benefits, the adequacy of insurance coverage, and potential increase in demand for the Company’s products; and

 

statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to the Consolidated Financial Statements,” such as the 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, the impact of new accounting pronouncements and litigation.

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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 body-worn device and electronic products 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 risks, uncertainties and other factors that can cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements, including, without limitation, the risk factors discussed in Item 1A of this Annual Report on Form 10-K.

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.

Market Overview: Body-Worn Devices

IntriCon, Inc. (formerly known as Resistance Technology, Inc.), IntriCon PTE LTD (“PTE”), and IntriCon Tibbetts, Inc. (“ITC”) are wholly-owned subsidiaries of the Company, that design, develop, engineer and manufacture micro-miniature injection-molded plastics, microelectronics, micro-mechanical assemblies and complete assemblies, primarily for bio-telemetry devices, medical equipment, hearing instruments, professional audio and telecommunications devices and computers.

Products and Industries Served. IntriCon designs, develops and manufactures miniature and micro-miniature body-worn products based on its proprietary technology to meet the rising demand for smaller, portable and more advanced devices. Our expertise is focused on three main markets: medical, hearing health and professional audio. Within these chosen markets, we combine ultra-miniature mechanical and electronics capabilities with proprietary technology – including ULP wireless and DSP capabilities - that enhances the performance of body-worn devices.

Medical
In the medical market, the Company is focused on sales of multiple biotelemetry devices from life-critical diagnostic monitoring devices to drug-delivery systems. Using our nanoDSP™ and ULP nanoLink™ technology, 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. Targeted customers include medical product manufacturers of portable and lightweight battery powered devices, as well as a variety of sensors designed to connect a patient to an electronic device.

The medical industry is faced with pressures to reduce the costs of healthcare. IntriCon currently serves this market by offering medical manufacturers the capabilities to design, develop and manufacture components for medical devices that are easier to use, measure with greater accuracy and provide more functions while reducing the costs to manufacture these devices. IntriCon manufactures and supplies bubble sensors and flow restrictors that monitor and control the flow of fluid in an intravenous infusion system. IntriCon also manufactures 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. Other examples include sensors used to detect pathologies in specific organs of the body and monitoring devices to detect cardiac, respiratory functions, and blood glucose levels. The early and accurate detection of pathologies allows for increased likelihood for successful treatment of chronic diseases and cancers. Accurate monitoring of multiple functions of the body, such as heart rate, breathing and blood glucose levels, aids in generating more accurate diagnosis and treatments for patients.

In addition, there has been an industry-wide trend toward further miniaturization and ambulatory operation enabled by wireless connectivity, which is also referred to as bio-telemetry. Through the further development of our ULP BodyNet™ family, a series of wirelessly enabled products including our new wireless nanoLink™ family, we believe the bio-telemetry offers a significant future opportunity. Increasingly, the medical industry is looking for wireless, low-power capabilities in their devices. We believe our strategic partnership with AME will allow us to develop new bio-telemetry devices that better connect patients and care givers, providing critical information and feedback. Current examples of IntriCon biotelemetry products used by medical device manufacturers include components found in wireless glucose sensor pumps that introduce drugs into the bloodstream.

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Hearing Health

IntriCon manufactures hybrid amplifiers and integrated circuit components (“hybrid amplifiers”), along with faceplates for in-the-ear and in-the-canal hearing instruments. IntriCon is a leading manufacturer and supplier of microminiature electromechanical components to hearing instrument manufacturers. These components consist of volume controls, microphones, receivers, trimmer potentiometers and switches. Components are offered in a variety of sizes, colors and capacities in order to accommodate a hearing manufacturer’s individualized specifications.

Hearing instruments, which fit behind or in a person’s ear to amplify and process sound for a hearing impaired person, generally are composed of four basic parts and several supplemental components for control or fitting purposes. The four basic parts are microphones, amplifier circuits, miniature receivers/speakers and batteries, all of which IntriCon manufactures, with the exception of the battery. IntriCon’s hybrid amplifiers are a type of amplifier circuit. Supplemental components include volume controls, trimmer potentiometers, which shape sound frequencies to respond to the particular nature of a person’s hearing loss, and switches used to turn the instrument on and off and to go from telephone to normal speech modes. Faceplates and an ear shell, molded to fit the user’s ear, often serve as housing for hearing instruments. IntriCon manufactures its components on a short lead-time basis in order to supply “just-in-time” delivery to its customers and, consequently, order backlog amounts are not meaningful.

Using our ULP BodyNet™ family technology, specifically nanoDSP™ and our new wireless nanoLink™ product family, IntriCon is building a new generation of affordable, high-quality hearing aids and similar amplifier devices under contracts for OEM’s. DSP devices have better clarity, attractive pricing points and an improved ability to filter out background noise. During 2008, we introduced Ethos, our new high-performance adaptive DSP hearing instrument amplifier. In our view, Ethos’ advanced capabilities are ideally suited for the hearing health market. We believe the introduction of Ethos solidifies our position as a leader of high-performance adaptive DSP hearing instrument amplifiers. Furthermore, we believe our strategic alliance with Dynamic Hearing will allow us to develop new body-worn applications and further expand both our hearing health and professional audio product portfolio.

Overall, we believe the hearing health market holds significant opportunities for the Company. In the United States, Europe and Japan, the 65-year-old-plus age demographic is the fastest growing segment of the population, and many of those individuals could, at some point, benefit from a hearing device that uses IntriCon’s proprietary technology.

While it harbors great potential, the hearing health market is experiencing slowness due to macroeconomic conditions. In general, the U.S. market does not provide insurance reimbursement for hearing aid purchases. People can defer their hearing aid purchase. We believe the softness in the market will continue into 2009. Reimbursement trends in Europe are more favorable, with insurers and the governments covering more devices.

 

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 homeland security and 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. Our May 2007 acquisition of Tibbett’s Industries provided the Company access to homeland security agencies in this market. 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 ULP nanoLink™ technology.

For information concerning our net sales, net income and assets, see the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Marketing and Competition. IntriCon sells its hearing instrument components directly to domestic hearing instrument manufacturers through an internal sales force. Sales of medical and professional audio communications products are also made mainly through an internal sales force. In recent years, five companies have accounted for a substantial portion of the Company’s sales in this segment.

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In 2008, one customer accounted for 15 percent of the Company’s body-worn device net sales. During 2008, the top five customers accounted for approximately $22.6 million or 39 percent of the Company’s body-worn device net sales. See note 4 to the consolidated financial statements for a discussion of net sales and long-lived assets by geographic area and segment.

Internationally, sales representatives employed by IntriCon GmbH (“GmbH”), a German company 90% of whose capital stock is owned by IntriCon, solicit sales from European hearing instrument manufacturers on behalf of IntriCon.

IntriCon believes that it is the largest supplier worldwide of micro-miniature electromechanical components to hearing instrument manufacturers and that its full product line and automated manufacturing process allow it to compete effectively with other manufacturers within this market. In the market of hybrid amplifiers and molded plastic faceplates, IntriCon’s primary competition is from the hearing instrument manufacturers themselves. The hearing instrument manufacturers produce a substantial portion of their internal needs for these components.

IntriCon markets its high performance microphone products to the radio communication and professional audio industries and has several larger competitors who have greater financial resources. IntriCon holds a small market share in the global market for microphone capsules and other related products.

Employees. As of January 31, 2009, our body-worn device segment had a total of 523 full time equivalent employees, of whom 33 are executive and administrative personnel, 16 are sales personnel and 474 are engineering and operations personnel. The Company considers its relations with its employees to be satisfactory. None of the Company’s employees are represented by a union.

As a supplier of parts for consumer and medical products, IntriCon is subject to claims for personal injuries allegedly caused by its products. The Company maintains what it believes to be adequate insurance coverage.

Research and Development. IntriCon conducts research and development activities primarily to improve its existing products and proprietary technology. The Company is committed to increasing its investment in the research and development of proprietary technologies, such as the ULP nanoDSP and Bodynet technologies. The Company believes the continued development of key proprietary technologies will be the catalyst for long-term revenues and margin growth. Research and development expenditures were $3,248,000, $3,089,000, and $2,123,000 in 2008, 2007 and 2006, respectively. These amounts are net of customer reimbursed research and development. See note 1 to the consolidated financial statements for information regarding customer funded research and development projects.

IntriCon owns a number of United States patents which cover a number of product designs and processes. The Company believes that, although these patents collectively add some value to the Company, no one patent or group of patents is of material importance to its business as a whole.

Market Overview: Electronic Products

Our electronic products segment business is conducted by RTI Electronics, Inc. (“RTIE”), a wholly owned subsidiary of the Company. RTIE designs and manufactures thermistor, film capacitor and magnetic products to industrial, commercial and military customers.

Products and Industries Serviced. RTIE manufactures and sells thermistors and thermistor assemblies, which are solid state devices that produce precise changes in electrical resistance as a function of any change in absolute body temperature. RTIE sells through its Surge-Gard™ product line, an inrush current limiting device used primarily in computer power supplies. The balance of sales represents various industrial, commercial and military sales for other thermistor, film capacitor and magnetic products to domestic and international markets. RTIE’s principal raw materials are plastics, polymers, metals, various metal oxide powders and silver paste, for which it believes there are multiple sources of supply.

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For information concerning net sales, net income and assets, see the consolidated financial statements in Item 8.

Marketing and Competition. RTIE sells its thermistors, film capacitors and magnetic products through a combination of independent sales representatives and internal sales force. This business has many competitors, both domestic and foreign, that sell various thermistors, film capacitors and magnetics and some of these competitors are larger and have greater financial resources. In addition, RTIE holds a relatively small market share in the world-market of thermistor and film capacitor products.

In 2008, one customer accounted for 11 percent of the RTIE’s electronic products net sales. During 2008, the top five customers accounted for approximately $2.4 million or 31 percent of RTIE’s electronic products net sales. See note 4 to the consolidated financial statements for a discussion of net sales and long-lived assets by geographic area and segment.

Employees. As of January 31, 2009, RTIE had a total of 82 full time equivalent employees, of whom 6 are executive and administrative personnel, 3 are sales personnel and 73 are operations personnel. RTIE considers its relations with its employees to be satisfactory. None of the RTIE’s employees are represented by a union.

As a supplier of parts for consumer products, RTIE is subject to claims for personal injuries allegedly caused by its products. The Company maintains what it believes to be adequate insurance coverage.

Discontinued Operations – Heat Technology

The Company specialized in the controlled application of heat to achieve precise process and temperature control. The Company’s principal heat technology equipment and systems were smaller standard-engineered systems, burners and combustion control equipment. The Company sold this business in the first quarter of 2005 and has accounted for it as discontinued operations as further described in note 2 in the accompanying consolidated financial statements in Item 8.

Standard Engineered Systems. The Company engineered and fabricated a variety of small heat treating furnaces and heat processing equipment. This standard equipment and small-furnace business was conducted principally by its then subsidiaries, Nippon Selas (Tokyo, Japan) and Selas Waermetechnik (Ratingen, Germany).

Burners and Combustion Control Equipment. At its Dresher, Pennsylvania facility and through its then subsidiaries in Japan, Nippon Selas (Tokyo), and Germany, Selas Waermetechnik, (Ratingen), the Company designed, manufactured and sold an array of original equipment and replacement gas-fired industrial burners for many applications.

The Company was a producer of burners used in fluid processing furnaces serving the petrochemical industry. The Company also produced burners suitable for creating a high temperature furnace environment desirable in steel and glass heat treating furnaces. The Company’s burners accommodated a wide variety of fuel types, environmental constraints and customer production requirements.

The Company furnished many industries with gas combustion control equipment sold both as component parts and as systems that were engineered to meet a particular customer’s needs. This equipment was provided with the Company’s original custom-engineered and standard heat treating equipment, as replacement or additional components for existing furnaces being refurbished or upgraded, and as original components for heat treating equipment manufactured by others.

Marketing and Competition. The Company marketed its standard-engineered systems products on a global basis through its sales and marketing personnel located in Dresher, Pennsylvania, and also sold these products through licensees and agents located in various parts of the world.

Operations. As of December 31, 2004, the heat technology segment had a total of 48 employees. At its Dresher facility, the Company had 32 employees; 6 were executive and administrative personnel, 10 were sales and engineering personnel and 16 were personnel engaged in manufacturing. The hourly personnel were represented by a union. Selas Waermetechnik had 6 employees; 1 was an administrative personnel, 3 were sales and engineering personnel and 2 were personnel engaged in manufacturing.

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In April 2001, the Company sold a minority interest of Nippon Selas to three directors of Nippon Selas. This minority interest was reacquired by the Company in the first quarter of 2005 in contemplation of the sale of this business, which was completed in the first quarter of 2005. Its Tokyo facility employed 10 people; 3 administrative and 7 sales and engineering.

Research and Development. The Company conducted limited research and development activities at its Dresher facility to support its heat processing services and products. Research and development expenditures for heat processing aggregated $4,000 in 2005.









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Available Information

The Company files or furnishes its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. You may read and copy any reports, statements and other information that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company’s filings are also available on the SEC’s Internet site as part of the EDGAR database (http://www.sec.gov).

The Company maintains an internet web site at www.IntriCon.com. The Company maintains a link to the SEC’s website by which you may review its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

The information on the website listed above, is not and should not be considered part of this annual report on Form 10-K and is not incorporated by reference in this document. This website is and is only intended to be an inactive textual reference.

In addition, we will provide, at no cost (other than for exhibits), paper or electronic copies of our reports and other filings made with the SEC. Requests should be directed to:

 

 

 

Corporate Secretary

 

IntriCon Corporation

 

1260 Red Fox Road

 

Arden Hills, MN 55112






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ITEM 1A.

Risk Factors

You should carefully consider the risks described below. If any of the risks actually occur, our business, financial condition or results of future operations could be materially adversely affected. This Annual Report on Form 10-K contains forward-looking statements that involve risk and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by us described below and elsewhere in this Annual Report on Form 10-K.

We have experienced and expect to continue to experience fluctuations in our results of operations, which could adversely affect us.

Factors that affect our results of operations include, but are not limited to, the volume and timing of orders received, changes in the global economy and financial markets, changes in the mix of products sold, market acceptance of our products and our customer’s products, competitive pricing pressures, global currency valuations, the availability of electronic components that we purchase from suppliers, our ability to meet demand, our ability to introduce new products on a timely basis, the timing of new product announcements and introductions by our or our competitors, changing customer requirements, delays in new product qualifications, and the timing and extent of research and development expenses. These factors have caused and may continue to cause us to experience fluctuations in operating results on a quarterly and/or annual basis. These fluctuations could materially adversely affect our business, financial condition and results of operations, which in turn, could adversely affect the price of our common stock.

The loss of one or more of our major customers could adversely affect our results of operations.

We are dependent on a small number of customers for a large portion of our revenues. In fiscal year 2008, our largest customer accounted for 13% of our net sales and our five largest customers accounted for 35% of our net sales. A significant decrease in the sales to or loss of any of our major customers could have a material adverse effect on our business and results of operations. Our revenues are largely dependent upon the ability of customers to develop and sell products that incorporate our products. No assurance can be given that our major customers will not experience financial, technical or other difficulties that could adversely affect their operations and, in turn, our results of operations.

We may not be able to collect outstanding accounts receivable from our customers.

Some of our customers purchase our products on credit, which may cause a concentration of accounts receivable among some of our customers. As of December 31, 2008, we had accounts receivable, less allowance for doubtful accounts, of $9,525,000, which represented approximately 46.9 percent of our shareholders’ equity as of that date. As of that date, two customers accounted for approximately 11 and 10 percent of our accounts receivable, respectively. Our financial condition and profitability may be harmed if one or more of our customers are unable or unwilling to pay these accounts receivable when due.

If we are unable to continue to develop new products that are inexpensive to manufacture, our results of operations could be adversely affected.

We may not be able to continue to achieve our historical profit margins in our body-worn device and electronic products segments due to advancements in technology. The ability to continue our profit margins is dependent upon our ability to stay competitive by developing products that are technologically advanced and inexpensive to manufacture.

Our need for continued investment in research and development may increase expenses and reduce our profitability.

Our industry is characterized by the need for continued investment in research and development. If we fail to invest sufficiently in research and development, our products could become less attractive to potential customers and our business and financial condition could be materially and adversely affected. As a result of the need to maintain or increase spending levels in this area and the difficulty in reducing costs associated with research and development, our operating results could be materially harmed if our research and development efforts fail to result in new products or if revenues fall below expectations. In addition, as a result of our commitment to invest in research and development, management expects that research and development expenses as a percentage of revenues could increase in the future.

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We operate in a highly competitive business and if we are unable to be competitive, our financial condition could be adversely affected.

Several of our competitors have been able to offer more standardized and less technologically advanced hearing products at lower prices. Price competition has had an adverse effect on our sales and margins. There can be no assurance that we will be able to maintain or enhance our technical capabilities or compete successfully with our existing and future competitors.

Merger and acquisition activity in our hearing health market has resulted in a smaller customer base. Reliance on fewer customers may have an adverse effect on us.

Several of our customers in the hearing health market have undergone mergers or acquisitions, resulting in a smaller customer base with larger customers. If we are unable to maintain satisfactory relationships with the reduced customer base, it may adversely affect our operating profits and revenue.

Unfavorable legislation in the hearing health market may decrease the demand for our products, and may negatively impact our financial condition.

In some of our foreign markets, government subsidies cover a portion of the cost of hearing aids. A change in legislation that would reduce or eliminate these subsidies could decrease the demand for our hearing health products. This could result in an adverse effect on our operating results. We are unable to predict the likelihood of any such legislation.

Implementation of our growth strategy may not be successful, which could affect our ability to increase revenues.

Our growth strategy includes developing new products and entering new markets, as well as identifying and integrating acquisitions. Our ability to compete in new markets will depend upon a number of factors including, among others:

 

 

 

 

our ability to create demand for products in new markets;

 

our ability to manage growth effectively;

 

our ability to successfully identify, complete and integrate acquisitions;

 

our ability to respond to changes in our customers’ businesses by updating existing products and introducing, in a timely fashion, new products which meet the needs of our customers;

 

the quality of our new products; and

 

our ability to respond rapidly to technological change.

The failure to do any of the foregoing could have a material adverse effect on our business, financial condition and results of operations. In addition, we may face competition in these new markets from various companies that may have substantially greater research and development resources, marketing and financial resources, manufacturing capability and customer support organizations.

We operate in Singapore and Germany, and various factors relating to our international operations could affect our results of operations.

In 2008, we operated in Singapore and Germany. Approximately 17 percent of our revenues were derived from our facilities in these countries in 2008. As of December 31, 2008 approximately 7 percent of our long-lived assets are located in these countries. Political or economic instability in these countries could have an adverse impact on our results of operations due to diminished revenues in these countries. Our future revenues, costs of operations and profit results could be affected by a number of factors related to our international operations, including changes in foreign currency exchange rates, changes in economic conditions from country to country, changes in a country’s political condition, trade protection measures, licensing and other legal requirements and local tax issues. Unanticipated currency fluctuations in the Euro could lead to lower reported consolidated revenues due to the translation of these currencies into U.S. dollars when we consolidate our revenues.

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We may explore acquisitions that complement or expand our business. We may not be able to complete these transactions and these transactions, if executed, pose significant risks and may materially adversely affect our business, financial condition and operating results.

We intend to explore opportunities to buy other businesses or technologies that could complement, enhance or expand our current business or product lines or that might otherwise offer us growth opportunities. We may have difficulty finding these opportunities or, if we do identify these opportunities, we may not be able to complete the transactions for various reasons, including a failure to secure financing. Any transactions that we are able to identify and complete may involve a number of risks, including: the diversion of our management’s attention from our existing business to integrate the operations and personnel of the acquired or combined business or joint venture; possible adverse effects on our operating results during the integration process; unanticipated liabilities; and our possible inability to achieve the intended objectives of the transaction. In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees. In addition, future acquisitions may result in dilutive issuances of equity securities or the incurrence of additional debt.

We may experience difficulty in paying our debt when it comes due, which could limit our ability to obtain financing.

As of December 31, 2008, we had bank indebtedness of $7,692,000 and additional indebtedness of $1,279,000, consisting of $1,020,000 payable to HIMPP and $259,000 payable to Amecon. Our ability to pay the principal and interest on our indebtedness as it comes due will depend upon our current and future performance. Our performance is affected by general economic conditions and by financial, competitive, political, business and other factors. Many of these factors are beyond our control. We believe that availability under our existing credit facility combined with funds expected to be generated from operations and control of capital spending will be sufficient to meet our anticipated cash requirements for operating needs for at least the next 12 months. If, however, we are unable to renew these facilities in the future or do not generate sufficient cash or complete such financings on a timely basis, we may be required to seek additional financing or sell equity 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 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.

Our success depends on our senior management team and if we are not able to retain them, it could have a materially adverse effect on us.

We are highly dependent upon the continued services and experience of our senior management team, including Mark S. Gorder, our President, Chief Executive Officer and director. We depend on the services of Mr. Gorder and the other members of our senior management team to, among other things, continue the development and implementation of our business strategies and maintain and develop our client relationships.

Our future success depends in part on the continued service of our engineering and technical personnel and our ability to identify, hire and retain additional personnel.

There is intense competition for qualified personnel in our markets. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development and growth of our business or to replace engineers or other qualified personnel who may leave our employ in the future. The failure to retain and recruit key technical personnel could cause additional expense, potentially reduce the efficiency of our operations and could harm our business.

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We and/or our customers may be unable to protect our and their proprietary technology and intellectual property rights or keep up with that of competitors.

Our ability to compete effectively against other companies in our markets depends, in part, on our ability and the ability of our customers to protect our and their current and future proprietary technology under patent, copyright, trademark, trade secret and unfair competition laws. We cannot assure that our means of protecting our proprietary rights in the United States or abroad will be adequate, or that others will not develop technologies similar or superior to our technology or design around the proprietary rights we own or license. In addition, we may incur substantial costs in attempting to protect our proprietary rights.

Also, despite the steps taken by us to protect our proprietary rights, it may be possible for unauthorized third parties to copy or reverse-engineer aspects of our and our customers’ products, develop similar technology independently or otherwise obtain and use information that we or our customers regard as proprietary. We and our customers may be unable to successfully identify or prosecute unauthorized uses of our or our customers’ technology.

If we become subject to material intellectual property infringement claims, we could incur significant expenses and could be prevented from selling specific products.

We may become subject to material claims that we infringe the intellectual property rights of others in the future. We cannot assure that, if made, these claims will not be successful. Any claim of infringement could cause us to incur substantial costs defending against the claim even if the claim is invalid, and could distract management from other business. Any judgment against us could require substantial payment in damages and could also include an injunction or other court order that could prevent us from offering certain products.

Environmental liability and compliance obligations may affect our operations and results.

Our manufacturing operations are subject to a variety of environmental laws and regulations as well as internal programs and policies governing:

 

 

 

 

air emissions;

 

wastewater discharges;

 

the storage, use, handling, disposal and remediation of hazardous substances, wastes and chemicals; and

 

employee health and safety.

If violations of environmental laws occur, we could be held liable for damages, penalties, fines and remedial actions. Our operations and results could be adversely affected by any material obligations arising from existing laws, as well as any required material modifications arising from new regulations that may be enacted in the future. We may also be held liable for past disposal of hazardous substances generated by our business or former businesses or businesses we acquire. In addition, it is possible that we may be held liable for contamination discovered at our present or former facilities.

We are subject to numerous asbestos-related lawsuits, which could adversely affect our financial position, results of operations or liquidity.

We are a defendant along with a number of other parties in approximately 122 lawsuits as of December 31, 2008, (approximately 122 lawsuits as of December 31, 2007) 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 noninformative nature of the complaints, we do not know whether any of the complaints state valid claims against us. Certain insurance carriers have informed us that the primary policies for the period August 1, 1970-1973, have been exhausted and that the carriers will no longer provide a defense under those policies. We have requested that the carriers substantiate this situation. We believe we have additional policies available for other years which have been ignored by the carriers. Because settlement payments are applied to all years a litigant was deemed to have been exposed to asbestos, we believe when settlement payments are applied to these additional policies, we will have availability under the years deemed exhausted. If our insurance policies do not cover the costs and any awards for the asbestos-related lawsuits, we will have to use our cash or obtain additional financing to pay the asbestos-related obligations and settlement costs. There is no assurance that we will have the cash or be able to obtain additional financings on favorable terms to pay asbestos related obligations or settlements should they occur. The ultimate outcome of any legal matter cannot be predicted with certainty. In light of the significant uncertainty associated with asbestos lawsuits, there is no guarantee that these lawsuits will not materially adversely affect our financial position, results of operations or liquidity.

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The market price of our common stock has been and is likely to continue to be volatile, which may make it difficult for shareholders to resell common stock when they want to and at prices they find attractive.

The market price of our common stock has been and is likely to be highly volatile, and there has been limited trading volume in the common stock. The common stock market price could be subject to wide fluctuations in response to a variety of factors, including the following:

 

 

 

 

announcements of fluctuations in our or our competitors’ operating results;

 

the timing and announcement of sales or acquisitions of assets by us or our competitors;

 

changes in estimates or recommendations by securities analysts;

 

adverse or unfavorable publicity about our services or us;

 

the commencement of material litigation, or an unfavorable verdict, against us;

 

terrorist attacks, war and threats of attacks and war;

 

additions or departures of key personnel; and

 

sales of common stock.

In addition, the stock market in recent years has experienced significant price and volume fluctuations. Such volatility and decline has affected many companies irrespective of, or disproportionately to, the operating performance of these companies. These broad fluctuations and limited trading volume may materially adversely affect the market price of our common stock, and your ability to sell our common stock.

Most of our outstanding shares are available for resale in the public market without restriction. The sale of a large number of these shares could adversely affect the share price and could impair our ability to raise capital through the sale of equity securities or make acquisitions for common stock.

“Anti-takeover” provisions may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to shareholders.

We are a Pennsylvania corporation. Anti-takeover provisions in Pennsylvania law and our charter and bylaws could make it more difficult for a third party to acquire control of us. These provisions could adversely affect the market price of the common stock and could reduce the amount that shareholders might receive if we are sold. For example, our charter provides that the board of directors may issue preferred stock without shareholder approval. In addition, our bylaws provide for a classified board, with each board member serving a staggered three-year term. Directors may be removed by shareholders only with the approval of the holders of at least two-thirds of all of the shares outstanding and entitled to vote.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential shareholders and customers could lose confidence in our financial reporting, which could harm our business, the trading price of our stock and our ability to retain our current customers or obtain new customers.

Beginning in fiscal 2004, we began a process to document and evaluate our internal controls over financial reporting in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent auditors addressing these assessments. In this regard, management has been dedicating internal resources, has engaged outside consultants and has adopted a detailed work plan to (i) assess and document the adequacy of internal controls over financial reporting, (ii) take steps to improve control processes, where appropriate, (iii) validate through testing that controls are functioning as documented and (iv) implement a continuous reporting and improvement process for internal control over financial reporting. At this time, we are not aware, and our outside auditors have not advised us, of any “material weaknesses” or “significant deficiencies” in our internal controls, as defined in the relevant literature. If we fail to identify and correct any issues in the design or operating effectiveness of internal controls over financial reporting or fail to prevent fraud, current and potential shareholders and customers could lose confidence in our financial reporting, which could harm our business, the trading price of our stock and our ability to retain our current customers and obtain new customers.

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The global financial crisis may have an impact on our business and financial condition in ways that we currently cannot predict.

The continued credit crisis, reduction in confidence and related turmoil in the global financial system may have an impact on our business and our financial condition. Due to the recent tightening of credit markets and concerns regarding the availability of credit, our customers may not have access to sufficient cash or short-term credit to obtain IntriCon product or other services provided by the Company.

 

 

ITEM 1B.

Unresolved Staff Comments.

Not Applicable.

 

 

ITEM 2.

Properties

The Company leases seven facilities, five domestically and two internationally, as follows:

 

 

 

 

a 47,000 sq. ft. manufacturing facility in Arden Hills, Minnesota, which also serves as the Company’s headquarters, from a partnership consisting of two former officers of IntriCon Inc. and Mark S. Gorder who serves as the president and CEO of the Company and IntriCon Inc. and on the Company’s Board of Directors. At this facility, the Company manufactures body-worn devices, other than plastic component parts. Annual base rent expense, including real estate taxes and other charges, is approximately $477,000. The Company believes the terms of the lease agreement are comparable to those which could be obtained from unaffiliated third parties. The lease expires in October 2011.

 

a 46,000 sq. ft. building in Vadnais Heights, Minnesota at which IntriCon produces plastic component parts for body-worn devices. Annual base rent expense, including real estate taxes and other charges, is approximately $382,000. The lease expires in June 2016.

 

a building in Anaheim, California, which contains RTIE’s electronics products manufacturing facilities and offices and consists of a total of 50,000 square feet. Annual base rent expense, including real estate taxes and other charges, is approximately $404,000. The lease expires in September 2009.

 

two buildings in Camden, Maine, which contain Tibbetts manufacturing facilities and offices and consist of a total of 32,000 square feet. Annual base rent expense on the 25,000 square foot facility, including real estate taxes and other charges, is approximately $104,000. This lease expires in June 2012. Annual base rent expense on the 7,000 square foot facility, including real estate taxes and other charges, is approximately $62,000. This lease expires in June 2017.

 

a 21,000 square foot building in Singapore which houses production facilities and administrative offices. Annual base rent expense, including real estate taxes and other charges, is approximately $208,000. This lease expires in May 2010.

 

a 2,000 square foot facility in Germany which houses sales and administrative offices. Annual base rent expense, including real estate taxes and other charges, is approximately $48,000. This lease expires in June 2012.

All of the foregoing facilities are used in the Company’s body-worn device segment, other than the Anaheim, California facility which is used in the electronic products segment. See notes 15 and 16 to the Company’s consolidated financial statements in Item 8 of the Annual Report on Form 10-K.

 

 

ITEM 3.

Legal Proceedings

The Company is a defendant along with a number of other parties in approximately 122 lawsuits as of December 31, 2008, (approximately 122 lawsuits as of December 31, 2007) 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 noninformative 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, 1970-1973, have been exhausted and that the carriers will no longer provide a defense under those policies. The Company has requested that the carriers substantiate this situation. The Company believes it has additional policies available for other years which have been ignored by the carriers. Because settlement payments are applied to all years a litigant was deemed to have been exposed to asbestos, the Company believes when settlement payments are applied to these additional policies, the Company will have availability under the years deemed exhausted. The Company does not believe that the asserted exhaustion of the primary insurance coverage for this 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, to 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.

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The Company’s wholly owned French subsidiary, Selas SAS, filed for insolvency in France and is being managed by a court appointed judiciary administrator. The Company may be subject to additional litigation or liabilities as a result of the French insolvency proceeding.

The Company is also involved in other lawsuits arising in the normal course of business, as further described in note 15 to the consolidated financial statements in Item 8. 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 the Company’s consolidated financial position, liquidity, or results of operations.

 

 

ITEM 4.

Submission of Matters to a Vote of Security Holders

None.

 

 

ITEM 4A.

Executive Officers of the Registrant

The names, ages and offices (as of February 28, 2009) of the Company’s executive officers were as follows:

 

 

 

 

 

Name

 

Age

 

Position

Mark S. Gorder

 

62

 

President, Chief Executive Officer and Director of the Company; President of IntriCon, Inc.

Scott Longval

 

32

 

Chief Financial Officer and Treasurer of the Company

Christopher D. Conger

 

48

 

Vice President, Research and Development

Michael P. Geraci

 

50

 

Vice President, Sales and Marketing

Dennis L. Gonsior

 

50

 

Vice President, Operations

Steve M. Binnix

 

59

 

Vice President and General Manager, RTI Electronics, Inc.

Greg Gruenhagen

 

55

 

Vice President, Corporate Quality and Regulatory Affairs

Mr. Gorder joined the Company in October 1993 when IntriCon Inc. was acquired by the Company. Mr. Gorder received a Bachelor of Arts degree in Mathematics from the St. Olaf College, a Bachelor of Science degree in Electrical Engineering from the University of Minnesota and a Master of Business Administration from the University of Minnesota. Prior to the acquisition, Mr. Gorder was President and one of the founders of IntriCon Inc., which began operations in 1977. Mr. Gorder was promoted to Vice President of the Company and elected to the Board of Directors in April 1996. In December 2000, he was elected President and Chief Operating Officer and in April 2001, Mr. Gorder assumed the role of Chief Executive Officer.

Mr. Longval has served as the Company’s Chief Financial Officer since July 2006. Mr. Longval received a Bachelor of Science degree in Accounting from the University of St. Thomas. Prior to being appointed as CFO, Mr. Longval served as the Company’s Corporate Controller since September 2005. Prior to joining the Company, Mr. Longval was Principal Project Analyst at ADC Telecommunications, Inc., a provider of innovative network infrastructure products and services, from March 2005 until September 2005. From May 2002 until March 2005 he was employed by Accellent, Inc., formerly MedSource Technologies, a provider of outsourcing solutions to the medical device industry, most recently as Manager of Financial Planning and Analysis. From September 1998 until April 2002, he was employed by Arthur Andersen, most recently as experienced audit senior.

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Mr. Conger joined the Company in September 1997. Mr. Conger received a Bachelor of Science degree in Electrical Engineering from the University of Missouri and a Master of Science degree in Electrical Engineering from the University of Minnesota. He has served as the Company’s Vice President of Research and Development since February 2005. Prior to that, Mr. Conger served as Director of Research and Development since 1997.

Mr. Geraci joined the Company in October 1983. Mr. Geraci received a Bachelor of Science degree from Bradley University. He has served as the Company’s Vice President of Sales and Marketing since January 1995.

Mr. Gonsior joined the Company in February 1982. Mr. Gonsior received a Bachelor of Science degree from Saint Cloud State University. He has served as the Company’s Vice President of Operations since January 1996.

Mr. Binnix joined the Company in January 1989. Mr. Binnix is a Certified Manufacturing Engineer and received his Bachelor of Science degree from the University of LaVerne, California. He has served as the Company’s Vice President of RTI Electronics, Inc. since April 2006 and as General Manager since 1993.

Mr. Gruenhagen joined the Company in November 1984. Mr. Gruenhagen received a Bachelor of Science degree from Iowa State University. He has served as the Company’s Vice President of Corporate Quality and Regulatory Affairs since December 2007. Prior to that, Mr. Gruenhagen served as Director of Corporate Quality since 2004 and Director of Project Management since 2000.




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PART II

 

 

ITEM 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Since January 2, 2008, the Company’s common shares have been listed on the NASDAQ Global Market under the ticker symbol “IIN”. From April 4, 2005 through January 1, 2008 the Company’s common shares were listed on the American Stock Exchange under the ticker symbol “IIN”.

Market and Dividend Information

The high and low sale prices of the Company’s common stock during each quarterly period during the past two years were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

 

Market

 

Market

 

 

 

Price Range

 

Price Range

 

 

 

 

 

 

 

 

 

 

 

Quarter

 

High

 

Low

 

High

 

Low

 

First

 

$

13.30

 

$

5.71

 

$

6.40

 

$

4.80

 

Second

 

 

10.07

 

 

7.10

 

 

7.89

 

 

5.75

 

Third

 

 

9.00

 

 

3.01

 

 

11.50

 

 

6.87

 

Fourth

 

 

6.50

 

 

3.12

 

 

15.54

 

 

9.20

 

The closing sale price of the Company’s common stock on February 27, 2009, was $4.10 per share.

At February 28, 2009 the Company had 336 shareholders of record of common stock. Such number of records does not reflect shareholders who beneficially own common stock in nominee or street name.

The Company ceased paying quarterly cash dividends in the fourth quarter of 2001 and has no intention of paying cash dividends in the foreseeable future. Any payment of future dividends will be at the discretion of the Board of Directors and will depend upon, among other things, the Company’s earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other factors that the Board of Directors deems relevant. Terms of the Company’s banking agreements prohibit the payment of cash dividends without prior bank approval.

See “ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters — Equity Compensation Plans” of this Annual Report on Form 10-K for disclosure regarding our equity compensation plans.

Stock Performance Graph

The following graph shows the cumulative total return for the last five years, calculated as of December 31 of each such year, for the Common Shares, the Standard & Poor’s 500 Index, and the Russell 2000 Index (“RUT”). The graph assumes that the value of the investment in each of three was $100 at December 31, 2003 and that all dividends were reinvested.

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(LINE GRAPH)

Source: Yahoo Finance

Note: Stock price performance shown in this Performance Graph for our common stock is historical and not necessarily indicative of future price performance. The information contained in this Performance Graph is not “soliciting material” and has not been “filed” with the Securities and Exchange Commission. This Performance Graph will not be incorporated by reference into any of our future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.




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ITEM 6.

Selected Financial Data

Five-Year Summary of Operations*
(In thousands, except for per share and share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

2008

 

2007 (a)

 

2006

 

2005

 

2004(b)
Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, net

 

$

65,555

 

$

68,983

 

$

51,726

 

$

44,455

 

$

35,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

49,509

 

 

51,739

 

 

39,304

 

 

32,853

 

 

27,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

14,002

 

 

13,981

 

 

10,455

 

 

10,181

 

 

11,535

 

Interest expense

 

 

702

 

 

978

 

 

499

 

 

409

 

 

465

 

Interest income

 

 

(20

)

 

(85

)

 

(48

)

 

(52

)

 

(2

)

Equity in earnings of partnerships

 

 

4

 

 

158

 

 

 

 

 

 

 

Gain on sale of asset

 

 

 

 

 

 

 

 

 

 

3,110

 

Other (income) expense, net

 

 

56

 

 

164

 

 

102

 

 

(106

)

 

(61

)

Income (loss) from continuing operations before income taxes and discontinued ops

 

 

1,302

 

 

2,048

 

 

1,415

 

 

1,171

 

 

(765

)

Income tax expense

 

 

264

 

 

181

 

 

174

 

 

409

 

 

1,140

 

Income (loss) from continuing operations before discontinued operations

 

 

1,038

 

 

1,867

 

 

1,241

 

 

762

 

 

(1,905

)

Income (loss) from discontinued operations, net of income taxes (Note 2)

 

 

 

 

 

 

(78

)

 

767

 

 

1,369

 

Extraordinary gain from discontinued ops

 

 

 

 

 

 

 

 

 

 

684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,038

 

$

1,867

 

$

1,163

 

$

1,529

 

$

148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.20

 

$

.36

 

$

.24

 

$

.15

 

$

(.37

)

Discontinued operations

 

 

 

 

 

 

(.01

)

 

.15

 

 

.27

 

Extraordinary gain discontinued operations

 

 

 

 

 

 

 

 

 

 

.13

 

Net income

 

$

.20

 

$

.36

 

$

.23

 

$

.30

 

$

.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.19

 

$

.34

 

$

.23

 

$

.14

 

$

(.37

)

Discontinued operations

 

 

 

 

 

 

(.01

)

 

.15

 

 

.27

 

Extraordinary gain discontinued operations

 

 

 

 

 

 

 

 

 

 

.13

 

Net income

 

$

.19

 

$

.34

 

$

.22

 

$

.29

 

$

.03

 

Weighted average number of Shares outstanding during year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

5,314,387

 

 

5,209,567

 

 

5,159,216

 

 

5,135,348

 

 

5,129,214

 

Diluted

 

 

5,539,456

 

 

5,519,780

 

 

5,319,802

 

 

5,261,491

 

 

5,131,841

 

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Table of Contents

Other Financial Highlights*
(In thousands, except for per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

2008

 

2007(a)

 

2006

 

2005

 

2004(b)
Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital (c)

 

$

10,602

 

$

9,365

 

$

8,445

 

$

8,185

 

$

2,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

39,462

 

$

39,732

 

$

34,143

 

$

29,237

 

$

30,939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

$

6,188

 

$

6,963

 

$

3,830

 

$

5,319

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital stock and additional paid-in capital

 

$

19,980

 

$

19,205

 

$

18,046

 

$

17,719

 

$

17,670

 

Retained earnings (accumulated deficit)

 

 

1,915

 

 

878

 

 

(990

)

 

(2,152

)

 

(3,680

)

Accumulated other comprehensive loss

 

 

(318

)

 

(220

)

 

(185

)

 

(213

)

 

(597

)

Treasury stock

 

 

(1,265

)

 

(1,265

)

 

(1,265

)

 

(1,265

)

 

(1,265

)

Total shareholders’ equity

 

$

20,312

 

$

18,597

 

$

15,607

 

$

14,089

 

$

12,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

2,297

 

$

2,128

 

$

1,849

 

$

2,069

 

$

2,289

 


 

 

 

* See Note 1 and Note 13 to the Company’s consolidated financial statements included herein for reclassifications and quarterly results of operations, respectively.

 

 

 

 

(a)

Included in the 2007 results and balances at December 31, 2007, are net sales of $4.5 million, total assets of $6.4 million, long-term debt of $4.3 million, and depreciation and amortization of $100,000 from the acquisition of Tibbetts Industries. Because the 2007 results and balances at December 31, 2007 include amounts from the acquisition of Tibbetts Industries, the financial statements for 2007 may not be comparable to our prior historical results.

 

(b)

For 2003, the Company reclassified the remaining portion of its Heat Technology business, which consisted of the burners and components portion of that business, as discontinued operations. The Company sold this portion of the business in the first quarter of 2005. For 2004 the Heat Technology business had revenues of $9.7 million, with net income of $2.1 million.

 

(c)

Working capital is equal to current assets less current liabilities.

23


Table of Contents

 

 

ITEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

IntriCon Corporation, (the “Company” or “IntriCon”, “we”, “us” or “our”) is an international firm engaged in the designing, developing, engineering and manufacturing of body-worn devices and electronic products. The Company serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature injection-molded plastics, microelectronics, micro-mechanical assemblies and complete assemblies, primarily for bio-telemetry devices, medical equipment, hearing instruments, electronics, professional audio and telecommunications devices and computers.

Currently, the Company has two operating segments, its body-worn device segment and electronics products segment. Our expertise in body-worn devices is focused on three main markets within this segment: medical, hearing health, and professional audio. Within these chosen markets, we combine ultra-miniature mechanical and electronics capabilities with proprietary technology that enhances the performance of body-worn devices.

Business Highlights

On July 20, 2008, the Company entered into a strategic alliance with Dynamic Hearing, a designer of proprietary DSP firmware used in ULP DSP hardware platforms for the hearing health and professional audio market. Dynamic Hearing granted a license to the Company to use certain of Dynamic Hearing’s technology, including DSP and ULP technology. IntriCon intends to use the license from Dynamic Hearing to develop new body-worn ULP-DSP applications and expand its hearing health and professional audio product portfolio.

Forward–Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our financial statements and the related notes appearing in Item 6. and Item 8. of this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward- looking statements as a result of many factors, including but not limited to those under the heading “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

Results of Operations: 2008 Compared with 2007

Consolidated Net Sales

Consolidated net sales for 2008 and 2007 were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2008

 

2007

 

Dollars

 

Percent

 

Consolidated net sales

 

$

65,555

 

$

68,983

 

$

3,428

 

(5.0%)

 

Our net sales are comprised of four main markets: hearing health, medical, and professional audio (collectively our body-worn device segment) and electronics (our electronics products segment).

We experienced an increase of 7 percent in net sales in the medical equipment market in 2008 as a direct result of increased sales to existing original equipment manufacturer, or OEM, customers. We believe there is an industry-wide trend toward further miniaturization and ambulatory operation enabled by wireless connectivity, referred to as bio-telemetry, which resulted in further growth in our medical business. We have experienced solid growth in our most advanced biotelemetry device, a continuous wireless glucose monitor, which we manufacture for a major medical OEM. We are also working with our strategic partner, Advanced Medical Electronics, on proprietary biotelemetry technologies that will enable us to develop new devices that connect patients and care givers, providing critical information and feedback.

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Table of Contents

Net sales in our hearing health business declined 19 percent from 2007 primarily due to lower demand from our customers in this market and the completion of a one-time hearing health project in the 2007 third and fourth quarters, which the customer took in-house in 2008. We expect the softness in the market will continue into 2009. Despite the anticipated short-term softness, we believe our longer term prospects in our hearing health business remain strong as we continue to develop advanced technologies, such as our nanoDSP™, which will enhance the performance of hearing devices. In addition, we believe the market indicators in the hearing health industry, including the aging world population, suggest long-term industry growth.

Net sales to the professional audio communications market grew 21 percent over the prior year fueled by a full year of revenue from our May 2007 acquisition of ITC and higher demand for communication devices from new and existing customers. Our professional audio communication business serves customers in need of high-performance portable communication devices. For customers focusing on homeland security needs, the line includes several communication devices that are more portable and perform well in noisy or hazardous environments. These products are also well suited for applications in the fire, law enforcement, safety, aviation and military markets.

Net sales to the electronics product sector decreased 18 percent from prior year, primarily due to lower demand from one customer. In addition, management made an effort to eliminate lower margin revenue from non-strategic customers and reduce the electronics business’ cost structure in attempt to maximize profit from this segment.

Gross Profit

Gross profit, both in dollars and as a percent of sales, for 2008 and 2007, were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

Change

 

 

 

Dollars

 

Percent

 

Dollars

 

Percent

 

Dollars

 

Percent

 

 

Gross profit

 

$

16,046

 

 

24.5%

 

$

17,245

 

 

25.0%

 

 

($1,199

)

(7.0%)

 

In 2008, gross profit dollars decreased primarily due to lower sales volume; gross profit as a percentage of sales decreased primarily as a result of the conclusion of the one-time hearing health program in 2007, general softness in hearing health and the decline in our electronics product segment. We have various activities underway to increase our gross margins, such as transferring our microphone and receiver production from our Maine operation to our lower cost Singapore facility, increasing the percentage of IntriCon proprietary content in the devices we manufacture and significant investments to introduce Six Sigma lean manufacturing methods into key medical device product lines.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the years ended December 31, 2008 and 2007 were (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

Change

 

 

 

Dollars

 

Percent of
Sales

 

Dollars

 

Percent of
Sales

 

Dollars

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

$

3,959

 

6.0

%

 

$

4,034

 

5.8

%

 

($

75

)

(1.9

%)

 

Research and development

 

 

3,248

 

5.0

%

 

 

3,089

 

4.5

%

 

 $

159

 

5.1

%

 

General and administrative

 

 

6,796

 

10.4

%

 

 

6,859

 

9.9

%

 

($

63

)

(0.9

%)

 

The decreased selling expenses for 2008 as compared to the prior year were primarily driven by decreases in royalties and commissions as a result of lower revenues. The decrease in general and administrative expenses were driven by cost control measures taken by the Company in conjunction with the revenue decreases, as well as lower professional and legal fees compared to the prior year offset, in part by a $246,000 increase in stock based compensation expense. The 2007 expenses included significant costs related to the Energy Transportation Group, Inc. litigation and our acquisition of ITC. The increased research and development expenses as compared to the prior year were due to our continued emphasis on investing in research and development projects to develop new products and technology to further enhance our product portfolio.

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Table of Contents

Net Interest Expense

Net interest expense for 2008 was $682,000, a decrease of $211,000 from $893,000 in 2007. The decrease in net interest expense was due primarily to charges related to the refinancing of the credit facility that were incurred in 2007 in connection with the ITC acquisition and lower interest rates in effect on lower outstanding debt in 2008, offset in part by decreased interest income as a result of the lower balance of the note receivable.

Equity in Earnings of Partnerships

The equity in earnings of partnerships for 2008 was $4,000 compared to $158,000 in 2007.

The Company recorded a $145,000 decrease in the carrying amount of its investment in the Hearing Instrument Manufacturers Patent Partnership (“HIMPP”) for 2008, reflecting amortization of the patents and other intangibles and the Company’s portion of the partnership’s operating results for the year ended December 31, 2008, compared to a $333,000 decrease in the carrying amount of the investment in 2007 for the amortization of the patents and other intangibles and the Company’s portion of the partnership’s operating results for the year ended December 31, 2007.

The Company recorded a $141,000 and $175,000 increase in the carrying amount of ITC’s investment in a joint venture, reflecting the Company’s portion of the joint venture’s operating results for year ended December 31, 2008 and 2007, respectively.

Other

In 2008, other expense was $56,000 compared to $164,000 in 2007. The other expense for 2008 and 2007 primarily related to the losses on foreign currency exchange as a result of the exchange rate changes in the Singapore dollar and Euro.

Income Taxes

Income taxes were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

Income tax expense

 

$

264

 

$

181

 

Percentage of pre-tax income

 

 

20.3

%

 

8.8

%

The expense in 2008 and 2007 was primarily due to foreign taxes on German and Singapore operations. The Company is in a net operating loss position (“NOL”) for federal income tax purposes and, consequently, minimal income tax expense from the current period domestic operations was recognized. Our deferred tax asset related to the NOL carryforwards has been offset by a full valuation allowance. We estimate we have approximately $13.5 million of NOL carryforwards available to offset future federal income taxes that begin to expire in 2022.

Results of Operations: 2007 Compared with 2006

Consolidated Net Sales

Consolidated net sales for 2007 and 2006 were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2007

 

2006

 

Dollars

 

Percent

 

Consolidated net sales

 

$

68,983

 

$

51,726

 

$

17,257

 

33.4%

 

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Table of Contents

Net sales in our hearing health business grew 17 percent from 2006 fueled by increased demand for the latest technology advancements in hearing devices, including our advanced line of amplifier assemblies and systems based on our proprietary nanoDSP technology.

We experienced an increase of 122 percent in net sales in the medical equipment market in 2007 as a direct result of increased sales to existing OEM customers. Exclusive of net sales resulting from the ITC acquisition, medical net sales increased 101 percent from 2006.

Net sales to the professional audio device product sector grew 44 percent over the prior year due to additional sales of microphones to a specific customer and additional sales resulting from the acquisition of ITC. Excluding the results from ITC, professional audio device sales grew 11 percent from 2006.

Net sales to the electronics product sector decreased 10 percent from prior year, primarily due to lower demand from one customer.

Gross Profit

Gross profit, both in dollars and as a percent of sales, for 2007 and 2006, were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

Change

 

 

 

Dollars

 

Percent

 

Dollars

 

Percent

 

Dollars

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

17,245

 

25.0%

 

$

12,422

 

24.0%

 

$

4,823

 

38.8%

 

In 2007, gross margin dollars increased due to the higher overall sales volume. Additionally, gross profit margin as a percentage of sales increased to 25 percent. Gross margin increase from 2006 was primarily due to increased IntriCon product content, proprietary technology and leverage gained on increased volume.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the years ended December 31, 2007 and 2006 were (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

Change

 

 

 

Dollars

 

Percent of
Sales

 

Dollars

 

Percent of
Sales

 

Dollars

 

Yr-over-yr
Incr.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling

 

$

4,034

 

 

5.8

%

$

3,410

 

 

6.6

%

$

624

 

 

18.3

%

Research and development

 

 

3,089

 

 

4.5

%

 

2,123

 

 

4.1

%

$

966

 

 

45.5

%

General and administrative

 

 

6,859

 

 

9.9

%

 

4,922

 

 

9.5

%

$

1,937

 

 

39.4

%

The increased selling, research and development and general and administrative expenses in 2007 as compared to the prior year were primarily driven by the expenses incurred to adequately support our growth and the May 22, 2007 acquisition of ITC. ITC operating expenses for the year were $1.0M. The Company made continued efforts to invest in strategic research and development opportunities in 2007.

Net Interest Expense

Net interest expense for 2007 was $893,000, an increase of $442,000 from $451,000 in 2006. The increase from the prior year’s expense was primarily due to the higher outstanding debt balance, a prepayment penalty of $110,000 related to debt which was paid off early as a result of refinancing our debt at the time we acquired ITC, partly offset by a decrease in the average interest rate compared to the prior year. The higher outstanding debt balance was primarily driven by the debt related to the purchase of ITC.

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Table of Contents

Equity in Earnings of Partnerships

Equity in earnings of partnerships for 2007 resulted in a net loss of $158,000. This represents the Company’s portion of the operating results of equity method investments, as well as amortization of of the excess of the HIMPP investment over the underlying partnership assets.

Other

In 2007, other expense was $164,000 compared to $102,000 in 2006. The other expense for 2007 and 2006 primarily related to the loss on foreign currency exchange.

Income Taxes

Income taxes were as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

 

Income tax expense

 

$

181

 

$

174

 

Percentage of pre-tax income

 

 

8.8

%

 

12.3

%

The expense in 2007 and 2006 was primarily due to foreign taxes on German and Singapore operations. On February 22, 2006, the Company received approval from the Singapore Ministry of Trade and Industry to lower the effective tax rate in Singapore from 20% to 13%. This change was retroactive to September 2003. As such a $106,000 benefit was recognized in the first quarter of 2006.

Discontinued Operations

We recorded a loss from discontinued operations as follows (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

2007

 

2006

 

 

Loss from discontinued Heat Technology Business

 

$

 

$

(78

)

Heat Technology Segment

The 2006 net loss of $(78,000), or $(0.01) per diluted share, was primarily due to a write-off of a portion of the note receivable recorded upon sale of the assets.

Liquidity and Capital Resources

Our primary sources of cash have been cash flows from operations, bank borrowings, and other financing transactions such as sale-leaseback transactions and capital leases. For the last three years, cash has been used for repayments of bank borrowings, the ITC acquisition, purchases of equipment, and working capital to support research and development.

As of December 31, 2008, we had approximately $0.2 million of cash on hand. Sources of our cash for the year ended December 31, 2008 have been from our operations, as described below.

Consolidated net working capital increased to $10.6 million at December 31, 2008 from $9.4 million at December 31, 2007. Our cash flows from operating, investing and financing activities, as reflected in the statement of cash flows at December 31, are summarized as follows (dollars in thousands):

28


Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

Cash provided (used) by:

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

2,452

 

$

3,534

 

$

1,656

 

Discontinued operations

 

 

 

 

 

 

(78

)

Investing activities

 

 

(98

)

 

(7,060

)

 

(565

)

Financing activities

 

 

(2,480

)

 

3,740

 

 

(1,308

)

Effect of exchange rate changes on cash

 

 

(6

)

 

8

 

 

14

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash

 

$

(132

)

$

221

 

$

(281

)

Operating Activities. The most significant items that contributed to the $2.5 million of cash provided by continuing operations were net income of $1.0 million, depreciation of $2.4 million and changes in operating assets and liabilities of $(1.2) million. The change in operating assets and liabilities was primarily due to increases in accounts receivable and decreases in accounts payable and accrued expenses, partially offset by decreases in inventory and other assets. The change in accounts receivable and accounts payable are primarily due to the timing of sales, payments received from customers and payments made to vendors.

Investing Activities. The most significant items that contributed to the $0.1 million of cash used by investing activities were purchases of property, plant and equipment of $1.5 million partially offset by $1.1 million of net cash received from equipment sales and $0.2 million of dividends received.

Financing Activities. Net cash used by financing activities of $2.5 million was comprised primarily of net payments of debt of $2.3 million.

Cash generated from operations may be affected by a number of factors. See “Forward Looking Statements” and “Item 1A: Risk Factors” contained herein for a discussion of some of the factors that can negatively impact the amount of cash we generate from our operations.

We had the following bank arrangements at December 31, (dollars in thousands):

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

Total availability under existing facilities

 

$

13,243

 

$

13,623

 

 

 

 

 

 

 

 

 

Borrowings and commitments:

 

 

 

 

 

 

 

Domestic credit facility

 

 

3,000

 

 

3,000

 

Domestic term loans

 

 

2,756

 

 

4,275

 

Foreign overdraft and letter of credit facility

 

 

605

 

 

1,071

 

Capital leases

 

 

1,330

 

 

94

 

Total borrowings and commitments

 

 

7,691

 

 

8,440

 

Remaining availability under existing facilities

 

$

5,552

 

$

5,183

 

The Company and its subsidiaries, IntriCon, Inc., RTI Electronics, Inc. and IntriCon Tibbetts Corporation, referred to as the borrowers, entered into a credit facility with LaSalle Bank, National Association (now Bank of America), referred to as the lender, on May 22, 2007 replacing the prior credit facilities with M & I Business Credit (formerly known as Diversified Business Credit, Inc.). The credit facility provides for:

 

 

 

 

a $10,000,000 revolving credit facility, with a $200,000 subfacility for letters of credit. Under the revolving credit facility, the availability of funds depends on a borrowing base composed of stated percentages of our eligible trade receivables and eligible inventory, less a reserve.

 

 

 

 

a $4,500,000 term loan, which was used to fund the Tibbetts acquisition.

Loans under the new credit facility are secured by a security interest in substantially all of the assets of the borrowers including a pledge of the stock of the subsidiaries. All of the borrowers are jointly and severally liable for all borrowings under the new credit facility.

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Table of Contents

Proceeds from the new facility were used to repay amounts owed under the prior credit facilities of approximately $5.0 million and the $4.5 million purchase price to complete the Tibbetts asset acquisition.

Loans under the new credit facility bear interest, at the option of the Company, at:

 

 

 

 

the London InterBank Offered Rate (“LIBOR”) plus 1.90%, in the case of revolving line of credit loans, or LIBOR plus 2.15%, in the case of the term loan, 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%.

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, or every three months in the case of LIBOR based loans with a six month interest period.

Weighted average interest on the domestic asset-based revolving credit facilities (including the prior credit facility) was 5.51% and 7.82% for 2008 and 2007, respectively.

The new credit facility will expire and all outstanding loans will become due and payable on June 30, 2012. The term loan requires quarterly principal payments, commencing on September 30, 2007, based on an increasing installment schedule, with any balance due on June 30, 2012. The principal balance of the term loan was $2,756,250 and $4,275,000 at December 31, 2008 and 2007, respectively. In 2008, we used proceeds of $1,013,000 from the equipment sale-leaseback described below to pay down the term loan.

The outstanding balance of the revolving credit facility was $3,000,000 at December 31, 2008 and 2007, respectively. The total remaining availability on the revolving credit facility was approximately $4,349,000 and $4,443,000 at December 31, 2008 and 2007, respectively.

The revolving facility carries 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.

The Company is subject to various covenants under the credit facility, including financial covenants relating to tangible net worth, funded debt to Earnings Before Interest, Taxes, Depreciation and Amortization, fixed charge coverage ratio and capital expenditures. Under the credit facility, except as otherwise permitted, the borrowers may not, among other things, incur or permit to exist any indebtedness; grant or permit to exist any liens or security interests on their assets or pledge the stock of any subsidiary; make investments; be a party to any merger or consolidation, or purchase of all or substantially all of the assets or equity of any other entity; sell, transfer, convey or lease all or any substantial part of its assets or capital securities; sell or assign, with or without recourse, any receivables; issue any capital securities; make any distribution or dividend (other than stock dividends), whether in cash or otherwise, to any of its equityholders; purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof; enter into any transaction with any of its affiliates or with any director, officer or employee of any borrower; be a party to any unconditional purchase obligations; cancel any claim or debt owing to it; enter into any agreement inconsistent with the provisions of the credit facility or other agreements and documents entered into in connection with the credit facility; engage in any line of business other than the businesses engaged in on the date of the credit facility and businesses reasonably related thereto; or permit its charter, bylaws or other organizational documents to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the lender. Effective as of September 30, 2007, the credit facility was amended to change the tangible net worth covenant. Effective as of June 30, 2008, the credit facility was amended to correct an error in the amortization table set forth in the loan agreement. Effective as of December 31, 2008, the credit facility was amended to change the fixed charge coverage covenant to exclude payments made in connection with the June 2008 sale leaseback described below. As of December 31, 2008, the Company was in compliance with all financial covenants under the credit facility, as amended.

Upon the occurrence and during the continuance of an event of default (as defined in the credit facility), the lender may, among other things: terminate its commitments to the borrowers (including terminating or suspending its obligation to make loans and advances); declare all outstanding loans, interest and fees to be immediately due and payable; take possession of and sell any pledged assets and other collateral; and exercise any and all rights and remedies available to it under the Uniform Commercial Code or other applicable law. In the event of the insolvency or bankruptcy of any borrower, all commitments of the lender will automatically terminate and all outstanding loans, interest and fees will be immediately due and payable. Events of default include, among other things: failure to pay any amounts when due; material misrepresentation; default in the performance of any covenant, condition or agreement to be performed that is not cured within 20 days after notice from the lender; default in the payment of other indebtedness or other obligation with an outstanding principal balance of more than $50,000, or of any other term, condition or covenant contained in the agreement under which such obligation is created, the effect of which is to allow the other party to accelerate such payment or to terminate the agreements; the insolvency or bankruptcy of any borrower; the entrance of any judgment against any borrower in excess of $50,000, which is not fully covered by insurance; the occurrence of a change in control (as defined in the credit facility); certain collateral impairments; and a contribution failure with respect to any employee benefit plan that gives rise to a lien under ERISA.

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The prior credit facility provided for:

 

 

 

 

a $5,500,000 domestic revolving credit facility, bearing interest at an annual rate equal to the greater of 5.25%, or 0.5% over prime. Under the revolving credit facility, the availability of funds depended on a borrowing base composed of stated percentages of our eligible trade receivables and eligible inventory, less a reserve.

 

 

 

 

a $1,000,000 domestic equipment term loan, bearing interest at an annual rate equal to the greater of 5.25%, or 0.75% over the prime rate.

The revolving facility carried a commitment fee of 0.25% per year, payable on the unborrowed portion of the line. Additionally, the credit facility required an annual fee of $27,500 due on August 31, 2007, and 2008. Upon termination of the credit facility by us prior to maturity, the Company was required to pay a termination fee equal to 2% of the total of the maximum amount available under the revolving credit facility, equal to $110,000, which is included in interest expense, plus the amounts then outstanding under the term loan.

The credit facility originally included a real estate loan with an original principal balance of $1,500,000, which was associated with our Vadnais Heights manufacturing facility. In June 2006, the Company completed a sale-leaseback of the Vadnais Heights manufacturing facility. The transaction generated proceeds of $2,650,000, of which $1,388,000 was used to repay the associated real estate loan and the remainder to pay down our domestic revolver. The remaining gain on the sale of $825,631 is being recognized over the initial 10-year lease term as the renewal options in the lease are not assured and a penalty does not exist if we do not exercise the renewal options.

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 a $1.8 million 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 5.84% and 6.36% for 2008 and 2007, respectively. The outstanding balance was $605,000 and $1,071,000 at December 31, 2008 and 2007, respectively. The total remaining availability on the international senior secured credit agreement was approximately $1,203,000 and $740,000 at December 31, 2008 and 2007, respectively.

In June 2008, the Company completed a sale-leaseback of machinery and equipment with Bank of America. The transaction generated proceeds of $1,098,000, of which $1,013,000 was used to pay down the domestic term loan. The capital lease agreement expires in June 2014, requires monthly payments of $15,800 and has a present value of future minimum lease payments of $1,098,000 with an effective interest rate of 5.14%. The transaction resulted in a gain of $62,000 which is being recognized over the initial 6-year lease term.

The Company also has entered into several other capital lease agreements to fund the acquisition of machinery and equipment. The total principal amount of all capital leases (including the equipment sale-leaseback described above) was $1,661,000 with effective interest rates ranging from 5.1% to 8.0%. These agreements range from 3 to 6 years. The outstanding balance under these capital lease agreements at December 31, 2008 and December 31, 2007 was $1,330,000 and $94,000, respectively. The accumulated amortization on leased equipment was $257,000 and $119,000 at December 31, 2008 and 2007, respectively. The amortization of capital leases is included in depreciation expense for 2008 and 2007.

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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 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 its own financial condition. 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.

Contractual Obligations

The following table represents our contractual obligations and commercial commitments, excluding interest expense, as of December 31, 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

Contractual Obligations

 

Total

 

Less than
1 Year

 

1-3 Years

 

4-5 Years

 

More than
5 Years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic credit facility

 

$

3,000,000

 

$

 

$

 

$

3,000,000

 

$

 

 

Domestic term loan

 

 

2,756,250

 

 

731,250

 

 

2,025,000

 

 

 

 

 

 

Foreign overdraft and letter of credit facility

 

 

605,423

 

 

557,777

 

 

47,646

 

 

 

 

 

 

Amecon acquisition payments

 

 

259,360

 

 

259,360

 

 

 

 

 

 

 

 

Partnership payable

 

 

1,020,000

 

 

260,000

 

 

520,000

 

 

240,000

 

 

 

 

Dynamic Hearing license payments

 

 

1,000,000

 

 

475,000

 

 

525,000

 

 

 

 

 

 

Pension other post retirement benefit obligations

 

 

1,574,652

 

 

184,760

 

 

780,470

 

 

364,520

 

 

244,902

 

 

Capital leases

 

 

1,330,012

 

 

214,735

 

 

387,418

 

 

412,324

 

 

315,535

 

 

Operating leases

 

 

5,606,566

 

 

1,587,816

 

 

2,079,981

 

 

883,240

 

 

1,055,530

 

 

Total contractual cash obligations

 

$

17,152,263

 

$

4,270,698

 

$

6,365,515

 

$

4,900,084

 

$

1,615,967

 

There are certain provisions in the underlying contracts that could accelerate our contractual obligations as noted above.

Foreign Currency Fluctuation

Generally, the effect of changes in foreign currencies on our results of operations is partially or wholly offset by our ability to make corresponding price changes in the local currency. From time to time, the impact of fluctuations in foreign currencies may have a material effect on the financial results of the Company. Foreign currency transaction amounts included in the statements of operation include losses of $77,000, $112,000 and $100,000 in 2008, 2007 and 2006, respectively. See Note 11 to the Company’s consolidated financial statements included herein.

Off-Balance Sheet Obligations

We had no material off-balance sheet obligations as of December 31, 2008.

Related Party Transactions

For a discussion of related party transactions, see Note 16 to the Company’s consolidated financial statements included herein.

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Litigation

For a discussion of litigation, see “Item 3. Legal Proceedings” and Note 15 to the Company’s consolidated financial statements included herein.

New Accounting Pronouncements

See “New Accounting Pronouncements” set forth in Note 1 of the Notes to the Consolidated Financial Statements under Item 8 of this Annual Report on Form 10-K, for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.

Critical Accounting Policies and Estimates

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements and have been reviewed with the audit committee of our Board of Directors. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and 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 of their importance to the consolidated financial statements and possibility that future events affecting them may differ markedly. The accounting policies of the Company with significant estimates and assumptions are described below.

Revenue Recognition

Our continuing operations recognize revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Under contractual terms, shipments are generally FOB shipment point.

Customers have 30 days to notify the Company if the product is damaged or defective. Beyond that, there are no significant obligations that remain after shipping other than warranty obligations. Contracts with customers do not include product return rights; however, we may elect in certain circumstances to accept returns for product. We record revenue for product sales net of returns. Net sales also include amounts billed to customers for shipping and handling, if applicable. The corresponding shipping and handling costs are included in the cost of sales.

In general, we warrant our products to be free from defects in material and workmanship and will fully conform to and perform to specifications for a period of one year. While our warranty costs have historically been within our expectations, we cannot guarantee that we will continue to experience the same warranty return rates or repair costs that we have experienced in the past.

Accounts Receivable Reserves

This reserve is an estimate of the amount of accounts receivable that are uncollectible. The reserve is based on a combination of specific customer knowledge, general economic conditions and historical trends. Management believes the results could be materially different if economic conditions change for our customers.

Inventory Valuation

Inventory is recorded at the lower of our cost or market value. Market value is an estimate of the future net realizable value of our inventory. It is based on historical trends, product life cycles, forecast of future inventory needs and on-hand inventory levels. Management believes reserve levels could be materially affected by changes in technology, our customer base, customer needs, general economic conditions and the success of certain Company sales programs.

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Discontinued Operations

We continuously assess the return on our business segments. When management with the appropriate level of authority determines that a plan is in place to restructure the operations of a business or discontinue an operation, contractual commitments and obligations are recorded. See the discussion in Note 2 to the consolidated financial statements.

Goodwill

We perform an annual assessment of the carrying value of goodwill. As part of this assessment, we estimate future cash flows, as well as making a risk assessment of investing in our company versus other investment opportunities. Changes in either the risk assessment or estimated future cash flows could have a material adverse impact on the carrying value of goodwill.

Long-lived Assets

The carrying value of long-lived assets is periodically assessed to insure their carrying value does not exceed their estimated net realizable future value. This assessment includes certain assumptions related to future needs for the asset to help generate future cash flow. Changes in those assessments, future economic conditions or technological changes could have a material adverse impact on the carrying value of these assets.

Deferred Taxes

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making this assessment. Actual future operating results, as well as changes in our future performance, could have a material adverse impact on the valuation reserves.

Employee Benefit Obligations

We provide retirement and health care insurance for certain domestic retirees and employees. We measure the costs of our obligation based on our best estimate. The net periodic costs are recognized as employees render the services necessary to earn the post-retirement benefit. Several assumptions and statistical variables are used in the models to calculate the expense and liability related to the plans. We determine assumptions about the discount rate, the expected rate of return on plan assets and the future rate of compensation increases. The actuarial models also use assumptions on demographic factors such as retirement, mortality and turnover. Changes in actuarial assumptions could vary materially from actual results due to economic events and different rates of retirement, mortality and withdrawal.



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ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

Our consolidated cash flows and earnings are subject to fluctuations due to changes in foreign currency exchange rates and interest rates.

Foreign Currency Risk

We attempt to limit our exposure to changing foreign currency exchange rates through operational and financial market actions. We do not hold derivatives for trading purposes.

We manufacture and sell our products in a number of locations around the world, resulting in a diversified revenue and cost base that is exposed to fluctuations in European and Asian currencies. This diverse base of foreign currency revenues and costs serves to create a hedge that limits our net exposure to fluctuations in these foreign currencies.

Short-term exposures to changing foreign currency exchange rates are occasionally managed by financial market transactions, principally through the purchase of forward foreign exchange contracts (with maturities of six months or less) to offset the earnings and cash flow impact of the nonfunctional currency denominated receivables and payables relating to select contracts. The decision by management to hedge any such transaction is made on a case-by-case basis. Foreign exchange forward contracts are denominated in the same currency as the receivable or payable being covered, and the term and amount of the forward foreign exchange contract substantially mirrors the term and amount of the underlying receivable or payable. The receivables and payables being covered arise from bank debt, trade and intercompany transactions of and among our foreign subsidiaries. At December 31, 2008, we did not have any forward foreign exchange contracts outstanding. We cannot assure you that foreign currency fluctuations will not have a material adverse impact on our financial condition and results of operations.

All assets and liabilities of foreign operations with foreign functional currency are translated into U.S. dollars at prevailing rates of exchange in effect at the balance sheet date. Revenues and expenses are translated using average rates of exchange for the year. The functional currency of the Company’s German operations is the European Euro. As of January 1, 2006, the functional currency of the Company’s Singapore operations changed from the Singapore dollar to the U.S. dollar. Adjustments resulting from the process of translating the financial statements of foreign subsidiaries into U.S. dollars are reported as a separate component of shareholders’ equity, net of tax, where appropriate. Foreign currency transaction amounts included in the statements of operation include losses of $77,000, $112,000 and $100,000 in 2008, 2007 and 2006, respectively. Based on our 2008 results of operations, if foreign currency exchange rates were to strengthen/weaken by 25% against the U.S. dollar, we would expect a resulting pre-tax loss/gain of approximately $1.6 million.

For more information regarding foreign currency risks, see “Foreign Currency Fluctuation – Item 7 on page 32 of this Annual Report on Form 10-K.

Interest Rate Risk

At December 31, 2008, we had $6.4 million in outstanding variable rate borrowings. A material change in interest rates could adversely affect our operating results and cash flows. A 100 basis-point increase in interest rates would increase our annual interest expense by $10,000 for each $1.0 million of variable debt outstanding for the entire year. Based on our average variable rate borrowings outstanding in 2008, a 100 basis-point increase in interest rates would have resulted in additional interest expense of $83,000.

The Company uses derivative financial instruments in the form of interest rate swaps in managing its interest rate exposure. The Company does not hold or issue derivative financial instruments for trading purposes. When entered into, the Company formally designates the derivative financial instrument as a hedge of a specific underlying exposure if such criteria are met, and documents both the risk management objectives and strategies for undertaking the hedge. The Company formally assesses, both at inception and at least quarterly thereafter, whether the derivative financial instruments that are used in hedging transactions are effective at offsetting changes in either the fair value or cash flows of the related underlying exposure. Because of the high correlation between the derivative financial instrument and the underlying exposure being hedged, fluctuations in the value of the derivative financial instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. Any ineffective portion of a derivative financial instrument’s change in fair value would be immediately recognized in earnings.

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Table of Contents

The swaps are designated as cash flow hedges with the changes in fair value recorded in accumulated other comprehensive loss and as a derivative hedge asset or liability, as applicable. The swaps settle periodically in arrears with the related amounts for the current settlement period payable to, or receivable from, the counter-parties included in accrued liabilities or accounts receivable and recognized in earnings as an adjustment to interest expense from the underlying debt to which the swap is designated. During 2008, approximately $40,000 of additional expense was recorded as a result of said adjustments. During 2008, ineffectiveness from such hedges was $0.

At December 31, 2008, the Company had a United States Dollar (“USD”) denominated interest rate swap outstanding which effectively fixed the interest rate on floating rate debt, exclusive of lender spreads, at 5.36% for a notional principal amount of $2,000,000 through September 2010. The derivative net loss on this contract recorded in accumulated other comprehensive loss at December 31, 2008 was $136,248, which is expected to be reclassified from Accumulated other comprehensive loss into earnings over the next 21 months, the life of the agreement.








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ITEM 8.

Financial Statements and Supplementary Data

Management’s Report on Internal Control over Financial Reporting

Management of IntriCon Corporation and its subsidiaries (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008, using criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Company’s management believes that, as of December 31, 2008, the Company’s internal control over financial reporting was effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders, Audit Committee and Board of Directors
IntriCon Corporation and Subsidiaries
Minneapolis, Minnesota

We have audited the accompanying consolidated balance sheets of IntriCon Corporation and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders’ equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IntriCon Corporation and Subsidiaries as of December 31, 2008 and 2007 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

/s/ Virchow, Krause & Company, LLP

Minneapolis, Minnesota
March 3, 2009

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IntriCon Corporation
Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

Sales, net

 

$

65,555,056

 

$

68,983,380

 

$

51,725,952

 

 

 

 

 

 

 

 

 

 

 

 

Costs of sales

 

 

49,509,290

 

 

51,738,573

 

 

39,304,003

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

16,045,766

 

 

17,244,807

 

 

12,421,949

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Selling expense

 

 

3,958,758

 

 

4,034,135

 

 

3,410,226

 

General and administrative expense

 

 

6,795,607

 

 

6,858,582

 

 

4,921,818

 

Research and development expense

 

 

3,247,767

 

 

3,088,770

 

 

2,122,594

 

Total operating expenses

 

 

14,002,132

 

 

13,981,487

 

 

10,454,638

 

Operating income

 

 

2,043,634

 

 

3,263,320

 

 

1,967,311

 

 

Interest expense

 

 

702,217

 

 

978,145

 

 

498,521

 

Interest income

 

 

(19,889

)

 

(84,524

)

 

(48,003

)

Equity in earnings of partnerships

 

 

3,652

 

 

157,500

 

 

 

Other expense, net

 

 

55,986

 

 

164,288

 

 

101,831

 

Income from continuing operations before income taxes and discontinued operations

 

 

1,301,668

 

 

2,047,911

 

 

1,414,962

 

Income tax expense

 

 

264,067

 

 

180,673

 

 

174,460

 

Income before discontinued operations

 

 

1,037,601

 

 

1,867,238

 

 

1,240,502

 

Loss from discontinued operations, net of income taxes (Note 2)

 

 

 

 

 

 

(77,990

)

Net income

 

$

1,037,601

 

$

1,867,238

 

$

1,162,512

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.20

 

$

.36

 

$

.24

 

Discontinued operations

 

 

 

 

 

 

(.01

)

Net income

 

$

.20

 

$

.36

 

$

.23

 

Diluted income (loss) per share:

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.19

 

$

.34

 

$

.23

 

Discontinued operations

 

 

 

 

 

 

(.01

)

Net income

 

$

.19

 

$

.34

 

$

.22

 

See accompanying notes to the consolidated financial statements.

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Table of Contents

Consolidated Balance Sheets

At December 31,

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

249,396

 

$

381,247

 

 

 

 

 

 

 

 

 

Restricted cash

 

 

385,916

 

 

398,514

 

 

 

 

 

 

 

 

 

Accounts receivable, less allowance for doubtful accounts of $389,000 at December 31, 2008 and $259,000 at December 31, 2007

 

 

9,524,743

 

 

8,408,149

 

 

 

 

 

 

 

 

 

Inventories

 

 

8,852,028

 

 

9,835,060

 

 

 

 

 

 

 

 

 

Refundable income taxes

 

 

27,645

 

 

28,297

 

Note receivable from sale of discontinued operations, less allowance of $0 and $225,000 at December 31, 2008 and 2007, respectively

 

 

225,000

 

 

75,000

 

 

 

 

 

 

 

 

 

Other current assets

 

 

758,193

 

 

775,206

 

 

 

 

 

 

 

 

 

Total current assets

 

 

20,022,921

 

 

19,901,473

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

 

Machinery and equipment

 

 

38,016,681

 

 

36,959,184

 

Less: accumulated depreciation and amortization

 

 

30,103,771

 

 

28,500,318

 

Net property, plant and equipment

 

 

7,912,910

 

 

8,458,866

 

 

 

 

 

 

 

 

 

Goodwill

 

 

8,266,438

 

 

8,238,020

 

 

 

 

 

 

 

 

 

Investment in partnerships

 

 

1,386,774

 

 

1,590,426

 

 

 

 

 

 

 

 

 

Other assets, net

 

 

1,872,774

 

 

1,543,127

 

 

 

 

 

 

 

 

 

 

 

$

39,461,817

 

$

39,731,912

 

See accompanying notes to the consolidated financial statements.

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At December 31,

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Checks written in excess of cash

 

$

95,082

 

$

266,027

 

Current maturities of long-term debt

 

 

1,503,762

 

 

1,476,665

 

Accounts payable

 

 

3,149,671

 

 

3,965,914

 

Income tax payable

 

 

39,997

 

 

74,549

 

Deferred gains

 

 

120,478

 

 

110,084

 

Partnership payable

 

 

260,000

 

 

260,000

 

Other accrued liabilities

 

 

4,251,707

 

 

4,382,755

 

 

Total current liabilities

 

 

9,420,697

 

 

10,535,994

 

Long-term debt, less current maturities

 

 

6,187,923

 

 

6,963,410

 

Other post-retirement benefit obligations

 

 

760,608

 

 

816,532

 

Partnership payable

 

 

760,000

 

 

1,020,000

 

Dynamic Hearing license agreement payable

 

 

525,000

 

 

 

Note payable, net of current portion (Amecon)

 

 

 

 

259,360

 

Deferred income taxes

 

 

155,273

 

 

89,273

 

Accrued pension liability

 

 

578,388

 

 

624,517

 

Deferred gains

 

 

761,456

 

 

825,631

 

Total liabilities

 

 

19,149,345

 

 

21,134,717

 

Commitments and contingencies (notes 7 and 15)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

Common shares, $1.00 par value per share; 20,000,000 and 10,000,000 shares authorized; 5,858,006 and 5,813,491 shares issued; 5,342,252 and 5,297,737 outstanding at December 31, 2008 and 2007, respectively

 

 

5,858,006

 

 

5,813,491

 

Additional paid-in capital

 

 

14,121,772

 

 

13,391,449

 

Retained earnings

 

 

1,915,334

 

 

877,733

 

Accumulated other comprehensive loss

 

 

(317,562

)

 

(220,400

)

 

 

 

21,577,550

 

 

19,862,273

 

 

 

 

 

 

 

 

 

Less:  515,754 common shares held in treasury, at cost

 

 

(1,265,078

)

 

(1,265,078

)

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

 

20,312,472

 

 

18,597,195

 

 

 

$

39,461,817

 

$

39,731,912

 

See accompanying notes to the consolidated financial statements.

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Table of Contents

Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

2008

 

2007

 

2006

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,037,601

 

$

1,867,238

 

$

1,162,512

 

Adjustments to reconcile net income to net cash provided (used) by operating activities:

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations

 

 

 

 

 

 

77,990

 

Depreciation and amortization

 

 

2,425,704

 

 

2,127,568

 

 

1,849,354

 

Stock-based compensation

 

 

525,972

 

 

280,376

 

 

213,531

 

Gains on sale of property and equipment

 

 

(1,900

)

 

(3,858

)

 

(334

)

Deferred taxes

 

 

66,000

 

 

10,000

 

 

41,548

 

Change in deferred gain

 

 

(110,084

)

 

(110,084

)

 

(55,033

)

Allowance for doubtful accounts

 

 

130,134

 

 

(11,670

)

 

(124,651

)

Allowance for note receivable

 

 

(225,000

)

 

 

 

78,923

 

Equity in earnings of partnerships including impact of amortization expense

 

 

3,652

 

 

157,500

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(1,247,981

)

 

1,242,457

 

 

(1,379,448

)

Inventories

 

 

949,367

 

 

(4,607

)

 

(2,119,322

)

Other assets

 

 

507,371

 

 

(476,464

)

 

210,846

 

Accounts payable

 

 

(822,795

)

 

(1,966,327

)

 

2,024,771

 

Accrued expenses

 

 

(553,654

)

 

445,585

 

 

(123,553

)

Customers advance payments on contracts

 

 

(190,062

)

 

10,229

 

 

 

Other liabilities

 

 

(42,498

)

 

(34,631

)

 

(200,745

)

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by continuing operations

 

 

2,451,827

 

 

3,533,313

 

 

1,656,389

 

Net cash used by discontinued operations

 

 

 

 

 

 

(77,990

)

 

Net cash provided by operating activities

 

 

2,451,827

 

 

3,533,313

 

 

1,578,399

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment

 

 

(1,473,563

)

 

(2,763,217

)

 

(3,180,322

)

Cash paid for acquisition of assets of Amecon, Inc

 

 

 

 

 

 

(3,141

)

Cash paid for acquisitions, net of cash received

 

 

 

 

(4,606,251

)

 

 

Proceeds from dividend received from joint venture

 

 

200,000

 

 

 

 

 

Proceeds from sales of property, plant and equipment

 

 

1,100,091

 

 

9,169

 

 

2,568,363

 

Proceeds from note receivable

 

 

75,000

 

 

300,000

 

 

50,000

 

Net cash used by investing activities

 

 

(98,472

)

 

(7,060,299

)

 

(565,100

)

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

Proceeds from short-term borrowings

 

 

 

 

 

 

425,513

 

Proceeds from stock purchases and exercise of stock options

 

 

236,633

 

 

872,221

 

 

113,534

 

Repayments of short-term borrowings

 

 

(370,760

)

 

 

 

(142,382

)

Proceeds from long term borrowings

 

 

14,752,253

 

 

9,483,583

 

 

2,654,034

 

Repayments of long-term debt

 

 

(16,664,066

)

 

(6,093,137

)

 

(4,622,893

)

Payments of partnership payable

 

 

(260,000

)

 

(260,000

)

 

(260,000

)

Change in restricted cash

 

 

(2,710

)

 

(4,983

)

 

 

Change in checks written in excess of cash

 

 

(170,945

)

 

(257,842

)

 

523,869

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided (used) by financing activities

 

 

(2,479,595

)

 

3,739,842

 

 

(1,308,325

)

 

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

(5,611

)

 

8,461

 

 

14,314

 

Increase (decrease) in cash

 

 

(131,851

)

 

221,317

 

 

(280,712

)

Cash beginning of year

 

 

381,247

 

 

159,930

 

 

440,642

 

 

 

 

 

 

 

 

 

 

 

 

Cash end of year

 

$

249,396

 

$

381,247

 

$

159,930

 

See accompanying notes to the consolidated financial statements.

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Table of Contents

Consolidated Statements of Shareholders’ Equity and Comprehensive Income

Years ended December 31, 2008, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common
Stock
Number of
Shares

 

Common
Stock
$
Amount

 

Additional
Paid-in
Capital

 

Retained
Earnings
(Accumulated
Deficit)

 

Accumulated
Other
Comprehensive
Loss

 

Comprehensive
Income

 

Treasury
Stock

 

Total
Shareholders’
Equity

 

 

Balance December 31, 2005

 

 

5,665,568

 

$

5,665,568

 

$

12,053,590

 

$

(2,152,017

)

$

(212,552

)

 

 

 

$

(1,265,078

)

$

14,089,511

 

Exercise of stock options

 

 

40,667

 

 

40,667

 

 

72,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

113,534

 

Stock option expense

 

 

 

 

 

 

 

 

213,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

213,531

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,162,512

 

 

 

 

$

1,162,512

 

 

 

 

 

1,162,512

 

Translation gain, net of income taxes of $0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

27,878

 

 

27,878

 

 

 

 

 

27,878

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,190,390

 

 

 

 

 

 

 

 

Balance December 31, 2006

 

 

5,706,235

 

 

5,706,235

 

 

12,339,988

 

 

(989,505

)

 

(184,674

)

 

 

 

 

(1,265,078

)

 

15,606,966

 

Exercise of stock options

 

 

106,502

 

 

106,502

 

 

765,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

872,220

 

Shares issued in lieu of cash for services

 

 

754

 

 

754

 

 

5,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,120

 

Stock option expense

 

 

 

 

 

 

 

 

280,376

 

 

 

 

 

 

 

 

 

 

 

 

 

 

280,376

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,867,238

 

 

 

 

$

1,867,238

 

 

 

 

 

1,867,238

 

Change in fair value of interest rate swap, net of income taxes of $0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(79,215

)

 

(79,215

)

 

 

 

 

(79,215

)

Translation gain, net of income taxes of $0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43,489

 

 

43,489

 

 

 

 

 

43,489

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1,831,512

 

 

 

 

 

 

 

 

Balance December 31, 2007

 

 

5,813,491

 

 

5,813,491

 

 

13,391,449

 

 

877,733

 

 

(220,400

)

 

 

 

 

(1,265,078

)

 

18,597,195

 

Exercise of stock options

 

 

3,400

 

 

3,400

 

 

4,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,300

 

Shares issued under the Employee Stock Purchase Plan

 

 

34,213

 

 

34,213

 

 

172,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

207,083

 

Shares issued in lieu of cash for services

 

 

1,902

 

 

1,902

 

 

10,331

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,233

 

Shares issued under the Non-employee Director and Exec. Officer Stock Purchase Program

 

 

5,000

 

 

5,000

 

 

16,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,250

 

Stock option expense

 

 

 

 

 

 

 

 

525,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

525,972

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,037,601

 

 

 

 

$

1,037,601

 

 

 

 

 

1,037,601

 

Change in fair value of interest rate swap, net of income taxes of $0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(57,033

)

 

(57,033

)

 

 

 

 

(57,033

)

Translation gain, net of income taxes of $0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(40,129

)

 

(40,129

)

 

 

 

 

(40,129

)

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

940,439

 

 

 

 

 

 

 

 

Balance December 31, 2008

 

 

5,858,006

 

$

5,858,006

 

$

14,121,772

 

$

1,915,334

 

$

(317,562

)

 

 

 

$

(1,265,078

)

$

20,312,472

 

See accompanying notes to the consolidated financial statements.

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Table of Contents

Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Headquartered in Arden Hills, Minnesota, IntriCon Corporation (formerly Selas Corporation of America) (referred to as the Company, we, us or our) is an international firm engaged in designing, developing, engineering and manufacturing body-worn devices and electronic products. The Company serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature injection-molded plastics, microelectronics, micro-mechanical assemblies and complete assemblies, primarily for bio-telemetry devices, medical equipment, hearing instruments, electronics, professional audio and telecommunications devices and computers. In addition to its operations in Minnesota, the Company has facilities in California, Maine, Singapore, and Germany.

Basis of Presentation – A portion of the Company’s former Heat Technology segment, operating through a wholly-owned subsidiary located in France, filed insolvency in 2003. The Company has reclassified the historical financial data related to this operation into discontinued operations. In the fourth quarter of 2003, the Company initiated its plan to dispose of the remaining Heat Technology segment. This segment consisted of the operating assets of Selas Corporation of America in Dresher, Pa., and subsidiaries located in Tokyo, Japan and Ratingen, Germany. The Company has accounted for the plan to dispose of the subsidiaries as a discontinued operation and, accordingly, has reclassified the historical financial data. Consequently, the financial statements reflect in continuing operations the body-worn device and electronics products segments. See further information in Note 2.

Reclassification - Certain prior balances have been reclassified to be consistent with the December 31, 2008 presentation including; $326,000, $302,000 and $271,000 of restricted cash previously included in cash on the balance sheet as of December 31, 2007, 2006 and 2005, respectively, and $944,000, $138,000 and $398,000, of cash previously included in checks written in excess of cash on the balance sheet as of December 31, 2007, 2006 and 2005, respectively. The reclassifications did not impact previously reported net income or shareholders’ equity.

Discontinued operations - -The Company sold substantially all of the assets and liabilities of its Heat Technology segment in the first quarter of 2005. The divestiture is treated as a discontinued operation for the Company. All references to the business are based on results of operations from continuing operations. See Note 2.

Consolidation – The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company owns 90 percent of its Germany subsidiary, with the remaining 10 percent owned by the general manager. All material intercompany transactions and balances have been eliminated in consolidation.

Segment Disclosures – The Company has reviewed the Statement of Financial Accounting Standards No. 131 (SFAS No. 131), “Disclosures about Segments of an Enterprise and Related Information,” and has determined that the Company operates in two segments, our body-worn device segment and our electronics products segment, as further described in Note 4.

Use of Estimates – Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the recording of reported amounts of revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.

Revenue Recognition – The Company’s continuing operations recognize revenue when products are shipped and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable. Under contractual terms shipments are generally FOB shipment point.

Customers have 30 days to notify the Company if the product is damaged or defective. Beyond that, there are no significant obligations that remain after shipping other than warranty obligations. Contracts with customers do not include product return rights, however, the Company may elect in certain circumstances to accept returns for product. The Company records revenue for product sales net of returns.

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Table of Contents

In general, the Company warrants its products to be free from defects in material and workmanship and will fully conform to and perform to specifications for a period of one year. While the Company’s warranty costs have historically been within its expectations, the Company cannot guarantee that it will continue to experience the same warranty return rates or repair costs that it has experienced in the past.

Shipping and Handling Costs – In accordance with Emerging Issues Task Force (ETIF) Issue 00-10, “Accounting for Shipping and Handling Fees and Costs,” the Company is including shipping and handling revenues in sales and shipping and handling costs in cost of sales.

Fair Value of Financial Instruments – The carrying value of cash, short-term accounts and notes receivable, notes payable, trade accounts payables, and other accrued expenses approximate fair value because of the short maturity of those instruments. The fair values of the Company’s long-term debt and interest rate swap agreement approximate their carrying values based upon current market rates of interest.

Concentration of Cash – The Company deposits its cash in what management believes are high credit quality financial institutions. The balance, at times, may exceed federally insured limits.

Restricted Cash – Restricted cash consists of deposits required to secure a credit facility at our Singapore location and deposits required to fund retirement related benefits for certain employees of foreign subsidiaries.

Accounts Receivable – The Company reviews customers’ credit history before extending unsecured credit and establishes an allowance for uncollectible accounts based upon factors surrounding the credit risk of specific customers and other information. Invoices are generally due 30 days after presentation. Accounts receivable over 30 days are considered past due. The Company does not accrue interest on past due accounts receivables. Receivables are written off once all collection attempts have failed and are based on individual credit evaluation and specific circumstances of the customer. Accounts receivable are shown net of allowance for uncollectible accounts of $389,000 and $259,000 at December 31, 2008 and 2007, respectively.

Inventories – Inventories are stated at the lower of cost or market. The cost of the inventories was determined by the average cost and first-in, first-out methods.

Property, Plant and Equipment – Property, plant and equipment are carried at cost. Depreciation is computed by straight-line and accelerated methods using estimated useful lives of 5 to 40 years for buildings and improvements, and 3 to 12 years for machinery and equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Improvements are capitalized and expenditures for maintenance, repairs and minor renewals are charged to expense when incurred. At the time assets are retired or sold, the costs and accumulated depreciation are eliminated and the resulting gain or loss, if any, is reflected in the consolidated statement of operations. Depreciation expense was $2,297,000, $2,128,000, and $1,849,000 for the years ended December 31, 2008, 2007, and 2006, respectively.

Impairment of Long-lived Assets and Long-lived Assets to be Disposed Of – The Company reviews its long-lived assets, certain identifiable intangibles, and goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to future net cash flows expected to be generated by the asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” The Company will record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. The amount of impairment loss recorded will be measured as the amount by which the carrying value of the assets exceeds the fair value of the assets. To date, the Company has determined that no impairment of long-lived assets exists.

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Table of Contents

The test for goodwill impairment is a two-step process, and is performed at least annually. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step reflects impairment, then the loss would be measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of fair value of the reporting unit over the fair value of all identified assets and liabilities.

Other amortizable intangible assets are otherwise expensed over the expected life of the asset. Amortization expense was $128,000 and $65,000 for the years ended December 31, 2008 and 2007, respectively. Remaining amortization expense related to other amortizable intangible assets is expected as follows: 2009 - $183,000, 2010 - $183,000, 2011 - $183,000, 2012 - $137,000, 2013 - $74,000.

Investment in Equity Instruments – On December 27, 2006, the Company purchased a membership interest in the Hearing Instrument Manufacturers Patent Partnership (HIMPP). Members of the partnership include the largest six hearing aid manufacturers as well as several other smaller manufacturers. The purchase price of $1,800,000 included a 9% equity interest in K/S HIMPP as well as a license agreement that will grant the Company access to over 45 US registered patents. The Company accounted for the K/S HIMPP investment using the equity method of accounting for common stock, as the equity interest is deemed to be “more than minor” as defined in AICPA Statement of Position 78-9 “Accounting for Investments in Real Estate Ventures”. The investment required a $260,000 payment made at the time of closing. The unpaid balance of $1,020,000 at December 31, 2008 will be paid in three annual installments of $260,000 in 2009 through 2011, with a final installment of $240,000 in 2012. The unpaid balance is unsecured and bears interest at an annual rate of 4%, which is payable annually with each installment. The investment in the partnership exceeded underlying net assets by approximately $1,475,000. Based on the final assessment of the partnership, the Company has determined that approximately $345,000 of the excess of the investment over the underlying partnership assets relates to underlying patents. The remaining $1,130,000 of the excess of the investment over the underlying partnership assets has been assigned to the non-exclusive patent license agreement and is included in investment in partnerships on the balance sheet. The weighted average life of amortizable assets is 8 years at December 31, 2008. The Company recorded a $144,900 and $332,500 decrease in the carrying amount of the investment, reflecting amortization of the patents, patent license agreement and the Company’s portion of the partnership’s operating results for the years ended December 31, 2008 and 2007, respectively. Remaining annual amortization expense related to partnership intangibles is $147,500 through 2016. Total amortization expense remaining is $1,180,000. The difference of $207,000 in the carrying value of the investment at December 31, 2008 is the Company’s remaining investment in partnership net assets.

Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation reserves are established to the extent the future benefit from the deferred tax assets realization is more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense. At January 1, 2008, the Company had accrued zero for the payment of tax related interest and there was no tax interest or penalties recognized in the statements of operations. The Company’s federal and state tax returns are potentially open to examinations for fiscal years 2005-2008. The Company does not expect any reasonably possible material changes to the estimated amounts associated with its uncertain tax positions and related accruals for interest and penalties through December 31, 2009.

Employee Benefit Obligations – The Company provides pension and health care insurance for certain domestic retirees and employees of its discontinued operations. These obligations have been included in continuing operations as the Company expects to retain these obligations. The Company also provides retirement related benefits for certain foreign employees. The Company measures the costs of its obligation based on actuarial determinations. The net periodic costs are recognized as employees render the services necessary to earn the post-retirement benefit.

Several assumptions and statistical variables are used in the models to calculate the expense and liability related to the plans. Assumptions about the discount rate, the expected rate of return on plan assets and the future rate of compensation increases are determined by the Company. Note 10 includes disclosure of these rates on a weighted-average basis, encompassing the plans. The actuarial models also use assumptions on demographic factors such as retirement, mortality and turnover. The Company believes the assumptions are within accepted guidelines and ranges. However, these actuarial assumptions could vary materially from actual results due to economic events and different rates of retirement, mortality and withdrawal.

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Table of Contents

Stock Option Plan – Under the various Company stock-based compensation plans, executives, employees and outside directors receive awards of options to purchase common stock. Under all awards, the terms are fixed at the grant date. Generally, the exercise price equals the market price of the Company’s stock on the date of the grant. Options under the plans generally vest from one to five years, and the option’s maximum term is 10 years. Options issued to directors vest from one to three years. One plan also permits the granting of stock awards, stock appreciation rights, restricted stock units and other equity based awards.

The Company adopted SFAS 123R on January 1, 2006 using the modified prospective approach. SFAS 123R applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased, cancelled or unvested. The Company expenses the grant-date fair values of stock options and awards ratably over the vesting period of the related share-based award. Please see Note 12 for additional information.

Product Warranty – The Company offers a warranty on various products and services. The Company estimates the costs that may be incurred under its warranties and records a liability in the amount of such costs at the time the product is sold. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and cost per claim. The Company periodically assessed the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary. The amount of the reserve recorded is equal to the costs to repair or otherwise satisfy the claim. The following table presents changes in the Company’s warranty liability as of December 31, 2008, 2007 and 2006:

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

 

Beginning of the year balance

 

$

136,000

 

$

104,500

 

$

124,483

 

 

 

 

 

 

 

 

 

 

 

 

Warranty expense

 

 

44,900

 

 

79,900

 

 

52,558

 

Closed warranty claims

 

 

(80,700

)

 

(48,400

)

 

(72,541

)

 

 

 

 

 

 

 

 

 

 

 

End of the year balance

 

$

100,200

 

$

136,000

 

$

104,500

 

Advertising Costs – Advertising costs are charged to expense as incurred. Advertising costs were $102,000, $118,000, and $133,000, for the years ended December 31, 2008, 2007, and 2006, respectively, and are included in selling expense in the consolidated statements of operations.

Research and Development Costs – Research and development costs, net of customer funding amounted to $3.2 million, $3.1 million, and $2.1 million in 2008, 2007 and 2006, respectively, are charged to expense when incurred.

The following table sets forth development costs associated with customer funding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,

 

 

 

2008

 

2007

 

2006

 

Total cost incurred

 

$

679,000

 

$

362,000

 

$

876,000

 

Amount funded by customers

 

 

(645,000

)

 

(281,000

)

 

(762,000

)

Net expense

 

$

34,000

 

$

81,000

 

$

114,000

 

Income Per Share – Basic income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted income per common share reflects the potential dilution of securities that could share in the earnings. The Company uses the treasury stock method for calculating the dilutive effect of stock options.

Comprehensive Income – Comprehensive income consists of net income, change in fair value of derivative instruments and foreign currency translation adjustments and is presented in the consolidated statements of shareholders’ equity and comprehensive income.

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New Accounting Pronouncements

During March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities.”. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. SFAS No. 161 also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect the entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We do not believe the adoption of SFAS No. 161 will have a material effect on our results of operations or financial position.

On December 4, 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51”. SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS No. 160 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. SFAS No. 160 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008. Earlier adoption is prohibited. We do not believe the adoption of SFAS No. 160 will have a material effect on our results of operations or financial position.

On December 4, 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. SFAS No. 141(R) will significantly change the accounting for business combinations. Under SFAS No. 141(R), an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment for certain specific items, including:

 

 

 

 

§

Acquisition costs will be generally expensed as incurred;

 

 

 

 

§

Noncontrolling interests (formerly known as “minority interests” will be valued at fair value at the acquisition date;

 

 

 

 

§

Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under existing guidance for non-acquired contingencies;

 

 

 

 

§

In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;

 

 

 

 

§

Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and

 

 

 

 

§

Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

SFAS No. 141(R) also includes a substantial number of new disclosure requirements. The statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning after December 15, 2008. Earlier adoption is prohibited. This standard will change our accounting treatment for business combinations on a prospective basis and will be adopted by the Company in the first quarter of 2009.

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In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities.

Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69 (“SAS No. 69”), “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.

SFAS No. 162 is effective 60 days following the U.S. Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect SFAS 162 to have a material effect on our results of operations or financial position.

In September 2006, the FASB issued Statement No. 157. “Fair Value Measurements” (“SFAS No. 157”). This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement applies to accounting pronouncements that require or permit fair value measurements, except for share-based compensation transactions under FASB Statement No. 123 (Revised) “Share Based Payment.” This Statement was effective for financial statements issued for fiscal years beginning after November 15, 2007, except for non-financial assets and liabilities for which this Statement will be effective for years beginning after November 15, 2008. The Company is evaluating the effect of implementing the Statement relating to such non-financial assets and liabilities, although the Statement does not require any new fair value measurements or remeasurements of previously reported fair values.

In May 2008, the FASB issued FASB Staff Position (FSP) Financial Accounting Standard (FAS) 142-3, “Determination of the Useful Life of Intangible Assets”, which is effective for fiscal years beginning after December 15, 2008 and for interim periods within those years. FSP FAS 142-3 provides guidance on the renewal or extension assumptions used in the determination of the useful life of a recognized intangible asset. The intent of FSP FAS 142-3 is to better match the useful life of the recognized intangible asset to the period of the expected cash flows used to measure its fair value. The Company does not expect FSP FAS 142-3 to have a material effect on our results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). This pronouncement permits entities to choose to measure many financial instruments and certain other items at fair value that were not previously required to be measured at fair value. SFAS 159 becomes effective for the Company at the beginning of fiscal year 2009 and is not expected to have a significant impact on our consolidated financial statements.

In June 2007, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No. 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received to Be Used in Future Research and Development Activities” (EITF No. 07-3). EITF No. 07-3 requires companies that are involved in research and development activities to defer nonrefundable advance payments for future research and development activities and to recognize those payments as goods and services are delivered. The Company is required to assess on an ongoing basis whether or not the goods or services will be delivered and to expense the nonrefundable advance payments immediately if it is determined that delivery is unlikely. EITF No. 07-3 was effective for new arrangements entered into subsequent to December 15, 2007. The adoption of EITF No. 07-3 was not material to the consolidated financial statements.

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Table of Contents

2. DISCONTINUED OPERATIONS

The Company has embarked on a strategy to focus on its Body-Worn Device and Electronics Products segments for future growth.

Consistent with this strategy, in 2003, the Company initiated its plan to sell the remainder of its Heat Technology segment and classified it as a discontinued operation. This segment consisted of the operating assets of Selas Corporation of America located in Dresher, Pennsylvania, Nippon Selas located in Tokyo, Japan and Selas Waermetechnik in Ratingen, Germany. The Company owned the rights to the Selas name and the technology for the European market. In the first quarter of 2005, the Company sold the remainder of its Heat Technology segment, including the stock of Nippon Selas and Selas Waermetechnik GmbH. The total purchase price was approximately $3.5 million, of which approximately $2.7 million was paid in cash and $800,000 was paid in the form of a unsecured subordinated promissory note. The note is payable in twelve quarterly installments commencing on April 1, 2006 and bears 8 percent per annum on the outstanding principal balance. The principal balance outstanding on the note was $225,000 and $300,000 at December 31, 2008 and 2007, respectively. The Company has set-up an allowance for the note of $0 and $225,000 at December 31, 2008 and 2007, respectively.

The following table shows the results of operations of the Company’s Heat Technology segment:

 

 

 

 

 

 

 

Year Ended
December 31, 2006

 

 

Sales, net

 

$

 

Operating costs and expenses

 

 

(78

)

Operating loss

 

 

(78

)

Other expense, net (including loss on abandonment)

 

 

 

Loss from operations before income tax benefit

 

 

(78

)

Income tax expense (benefit)

 

 

 

Net loss from discontinued operations

 

$

(78

)

3. ACQUISITION

On May 22, 2007, the Company completed the acquisition of substantially all of the assets, other than real estate, of Tibbetts Industries, Inc. (“Tibbetts”), a privately held designer and manufacturer of components used in hearing aids and medical devices, based in Camden, Maine. The acquisition expanded the Company’s component technology and customer base.

Pursuant to an asset purchase agreement, dated as of April 19, 2007, by and among the Company and Tibbetts and certain of the principal shareholders of Tibbetts, the Company purchased substantially all of the assets of Tibbetts, other than real estate, for cash of $4,500,000, subject to a closing adjustment, and the assumption of certain liabilities (total purchase price of $5,569,000 including liabilities assumed of $841,000 and acquisition costs of $228,000). All escrow amounts were distributed to the seller at the conclusion of the respective escrow periods. The acquisition was financed with borrowings under the Company’s new credit facility, as further described in Note 7.

In addition, the Company entered into a five year lease and a ten year lease, respectively, for Tibbetts’ two facilities in Camden, Maine, in each case with an option to renew for two additional periods of five years each.

The Company has accounted for the Tibbetts acquisition, utilizing the generally accepted accounting principles of SFAS Nos. 141, “Business Combinations”, and 142, “Goodwill and Other Intangible Assets”. Under the purchase method of accounting, the assets and liabilities of Tibbetts were recorded as of the acquisition date at their respective fair values and consolidated with those of the Company. Likewise, the results of operations of the Tibbetts’ operations since May 22, 2007 have been included in the accompanying consolidated statements of operations. The allocation of the net purchase price of the acquisition resulted in goodwill of approximately $2,317,000. The goodwill represents operating and market synergies that the Company expects to be realized as a result of the acquisition and future opportunities and is also deductible for tax purposes based on a 15 year amortization schedule. The purchase price allocation is based on estimates of fair values of assets acquired and liabilities assumed. The valuation required the use of significant assumptions and estimates. These estimates were based on assumptions the Company believed to be reasonable. However, actual results may differ from these estimates.

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Table of Contents

The purchase price was as follows (amounts in thousands):

 

 

 

 

 

Cash

 

$

4,500

 

Liabilities assumed

 

 

841

 

Acquisition costs

 

 

228

 

Total purchase price

 

$

5,569

 

The following table summarizes the purchase price allocation for the Tibbetts acquisition (amounts in thousands):

 

 

 

 

 

Cash

 

$

130

 

Other current assets

 

 

1,964

 

Intangible assets subject to amortization (through 2022)

 

 

108

 

Goodwill

 

 

2,317

 

Other long-term assets

 

 

1,050

 

Current liabilities

 

 

(841

)

Total purchase price allocation, net of liabilities assumed

 

$

4,728

 

The following unaudited pro forma information presents a summary of consolidated results of operations of the Company as if the acquisition of Tibbetts had occurred at January 1, 2007. All amounts presented are in thousands. The historical consolidated financial information has been adjusted to give effect to pro forma events that are directly attributable to the acquisition and are factually supportable, including the increase in interest expense related to the borrowings used to fund the acquisition and the increase in depreciation expense of Tibbetts related to the step-up of fixed assets to fair value. The unaudited pro forma condensed consolidated financial information is presented for informational purposes only. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed on the dates indicated. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future financial position or operating results of the Company after completion of the acquisition.

 

 

 

 

 

(amounts in thousands, except per share amounts)

 

Year ended
December 31, 2007
(unaudited)

 

 

 

 

 

 

Net sales

 

$

70,519

 

 

 

 

 

 

Cost of sales

 

 

53,071

 

 

 

 

 

 

S, G & A

 

 

14,495

 

 

 

 

 

 

Interest expense

 

 

1,086

 

 

 

 

 

 

Other expense

 

 

242

 

 

 

 

 

 

Income from continuing operations before income taxes

 

$

1,625

 

 

 

 

 

 

Income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.28

 

 

 

 

 

 

Diluted

 

$

0.26

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

5,210

 

 

 

 

 

 

Diluted

 

 

5,520

 

The pro forma income from continuing operations for the period presented includes the increase in interest expense related to the borrowings used to fund the acquisition and the increase in depreciation expense of Tibbetts related to the step-up of fixed assets to fair value.

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Table of Contents

4. SEGMENT AND GEOGRAPHIC INFORMATION

The Company currently operates in two reportable segments: body-worn devices and electronic products. Previously, these were combined in the Company’s “miniature medical and electronics products segment”. The Company determined in 2008 that these segments no longer meet the criteria for aggregation. The nature of the products and services has been deemed separately identifiable, as the Company has further developed technologies and products included in the body-worn device segment. This includes products and technologies developed both internally and externally with our strategic partners like AME and Dynamic Hearing. Furthermore, as the underlying products and technology has changed, the economic characteristics of each business segment are not similar. Our electronics products segment margin is subject to more variability due to component material pricing and we believe our future revenue growth and margin will be different for each segment as a result of the proprietary technology included in our body-worn device products. Therefore, segment reporting has been retroactively applied to all periods present.

Income (loss) from operations is total revenues less cost of sales and operating expenses. Identifiable assets by industry segment include both assets directly identifiable with those operations. General corporate assets consist primarily of cash and cash equivalents, and are included in the body-worn device segment. The accounting policies applied to determine segment information are the same as those described in the summary of significant accounting policies. The Company evaluates the performance of each segment based on income and loss from operations before income taxes. The following table summarizes data by industry segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

Body Worn
Devices

 

Electronic
Products

 

TOTAL

 

At and for the Year Ended December 31, 2008

 

 

 

 

 

 

 

 

 

 

Revenues, net

 

$

57,908,000

 

$

7,647,000

 

$

65,555,000

 

Income (loss) from operations

 

 

2,298,000

 

 

(254,000

)

 

2,044,000

 

Identifiable assets

 

 

36,306,000

 

 

3,156,000

 

 

39,462,000

 

Depreciation and amortization

 

 

1,965,000

 

 

332,000

 

 

2,297,000

 

Capital expenditures

 

 

1,445,000

 

 

29,000

 

 

1,474,000

 

 

 

 

 

 

 

 

 

 

 

 

At and for the Year Ended December 31, 2007

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

59,668,000

 

$

9,315,000

 

$

68,983,000

 

Income from operations

 

 

3,065,000

 

 

198,000

 

 

3,263,000

 

Identifiable assets

 

 

36,068,000

 

 

3,664,000

 

 

39,732,000

 

Depreciation and amortization

 

 

1,786,000

 

 

342,000

 

 

2,128,000

 

Capital expenditures

 

 

2,672,000

 

 

91,000

 

 

2,763,000

 

 

 

 

 

 

 

 

 

 

 

 

At and for the Year Ended December 31, 2006

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

41,436,000

 

$

10,290,000

 

$

51,726,000

 

Income from operations

 

 

1,681,000

 

 

286,000

 

 

1,967,000

 

Identifiable assets

 

 

29,723,000

 

 

4,421,000

 

 

34,144,000

 

Depreciation and amortization

 

 

1,511,000

 

 

338,000

 

 

1,849,000

 

Capital expenditures

 

 

3,083,000

 

 

97,000

 

 

3,180,000

 

The geographical distribution of long-lived assets and net sales to geographical areas as of and for the years ended December 31, 2008, 2007 and 2006 are set forth below:

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Table of Contents

Long-lived Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

17,980,927

 

$

18,737,623

 

$

14,398,571

 

Other – primarily Singapore

 

 

1,457,969

 

 

1,092,816

 

 

1,097,221

 

Consolidated

 

$

19,438,896

 

$

19,830,439

 

$

15,495,792

 

Long-lived assets consist primarily of property and equipment, investment in partnerships 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 sales exceeds the carrying value of the assets.

Net Sales to Geographical Areas

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

46,455,847

 

$

49,102,782

 

$

35,429,666

 

Germany

 

 

3,855,740

 

 

3,476,768

 

 

2,293,875

 

China

 

 

2,776,375

 

 

2,488,852

 

 

2,232,405

 

Switzerland

 

 

1,860,916

 

 

2,200,781

 

 

1,653,803

 

Singapore

 

 

1,517,256

 

 

1,580,854

 

 

1,786,344

 

France

 

 

1,462,391

 

 

939,847

 

 

405,713

 

Japan

 

 

1,161,595

 

 

1,280,774

 

 

1,919,659

 

United Kingdom

 

 

1,092,366

 

 

698,703

 

 

736,670

 

Turkey

 

 

446,362

 

 

488,539

 

 

194,561

 

Hong Kong

 

 

433,634

 

 

409,822

 

 

333,049

 

All other countries

 

 

4,492,574

 

 

6,315,658

 

 

4,740,207

 

Consolidated

 

$

65,555,056

 

$

68,983,380

 

$

51,725,952

 

Geographic net sales are allocated based on the location of the customer. All other countries include net sales primarily to various countries in Europe and in the Asian Pacific.

One customer accounted for 13 percent and 11 percent of the Company’s consolidated net sales in 2008 and 2007, respectively. In 2006 no one customer accounted for more than 10 percent of the Company’s consolidated net sales. During 2008, the top five customers accounted for approximately $23 million or 35 percent of the Company’s consolidated net sales. During 2007, the top five customers accounted for approximately $26 million or 38 percent of the Company’s consolidated net sales. During 2006, the top five customers accounted for approximately $16 million or 30 percent of the Company’s consolidated net sales.

At December 31, 2008 two customers accounted for 11 percent and 10 percent of the Company’s consolidated accounts receivable, respectively. One customer accounted for 14 percent of the Company’s consolidated accounts receivable at December 31, 2007.

5. GOODWILL

The Company applies SFAS No. 142, “Goodwill and Other Intangible Assets,” which sets forth financial and reporting standards for the acquisition of intangible assets, other than those acquired in a business combination, and for goodwill and other intangible assets subsequent to their acquisition. This accounting standard requires that goodwill no longer be amortized but tested for impairment on a periodic basis. In conjunction with the acquisitions of Tibbetts on May 22, 2007, approximately $2,317,000 of goodwill was recognized (see Note 3).

The Company performed the required goodwill impairment test during the years ended December 31, 2008, 2007, and 2006. As part of compliance with this standard, the Company completed or obtained an analysis to assess the fair value of its business units to determine whether goodwill carried on its books was impaired and the extent of such impairment, if any for the years ended December 31, 2008, 2007, and 2006. For each year, the analysis used the discounted cash flow analysis; future benefits over a period of time are estimated and then discounted back to present value. Based upon this analysis, the Company determined that its current goodwill balances were not impaired as of December 31, 2008 and 2007.

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Table of Contents

The changes in the carrying amount of goodwill for the years presented are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Body-Worn
Device
Segment

 

Electronic
Products
Segment

 

Total

 

Carrying amount at December 31, 2006

 

$

5,264,585

 

$

662,596

 

$

5,927,181

 

Goodwill acquired during the year

 

 

2,288,104

 

 

22,735

 

 

2,310,839

 

Carrying amount at December 31, 2007

 

 

7,552,689

 

 

685,331

 

 

8,238,020

 

Revision to prior year purchase price allocation

 

 

28,418

 

 

 

 

28,418

 

Carrying amount at December 31, 2008

 

$

7,581,107

 

$

685,331

 

$

8,266,438

 

6. INVENTORIES

Inventories consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

Raw materials

 

Work-in process

 

Finished products
and components

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

3,709,213

 

$

1,644,408

 

$

1,281,771

 

$

6,635,392

 

Foreign

 

 

1,609,392

 

 

326,874

 

 

280,370

 

 

2,216,636

 

Total

 

$

5,318,605

 

$

1,971,282

 

$

1,562,141

 

$

8,852,028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

3,710,360

 

$

1,779,539

 

$

1,598,241

 

$

7,088,140

 

Foreign

 

 

1,226,589

 

 

1,043,245

 

 

477,086

 

 

2,746,920

 

Total

 

$

4,936,949

 

$

2,822,784

 

$

2,075,327

 

$

9,835,060

 

7. SHORT AND LONG-TERM DEBT

Short and long term debt at December 31, 2008 and 2007 were as follows:

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

Domestic Asset-Based Revolving Credit Facility

 

$

3,000,000

 

$

3,000,000

 

Foreign Overdraft and Letter of Credit Facility

 

 

605,423

 

 

1,071,009

 

Domestic Term Loan

 

 

2,756,250

 

 

4,275,000

 

Domestic Capital Equipment Leases

 

 

1,330,012

 

 

94,066

 

Total Debt

 

 

7,691,685

 

 

8,440,075

 

Less: Current maturities

 

 

(1,503,762

)

 

(1,476,665

)

Total Long Term Debt

 

$

6,187,923

 

$

6,963,410

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payments Due by Period

 

 

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

Thereafter

 

Total

 

Domestic credit facility

 

$

 

$

 

$

 

$

3,000,000

 

$

 

$

 

$

3,000,000

 

Domestic term loan

 

 

731,250

 

 

1,068,750

 

 

956,250

 

 

 

 

 

 

 

 

2,756,250

 

Foreign overdraft and letter of credit facility

 

 

557,777

 

 

47,646

 

 

 

 

 

 

 

 

 

 

605,423

 

Capital leases

 

 

214,735

 

 

194,867

 

 

192,551

 

 

201,484

 

 

210,840

 

 

315,535

 

 

1,330,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total debt

 

$

1,503,762

 

$

1,311,263

 

$

1,148,801

 

$

3,201,484

 

$

210,840

 

$

315,535

 

$

7,691,685

 


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Table of Contents

The Company and its subsidiaries, IntriCon, Inc. (formerly known as Resistance Technology, Inc.), RTI Electronics, Inc. and IntriCon Tibbetts Corporation, referred to as the borrowers, entered into a credit facility with LaSalle Bank, National Association (now Bank of America), referred to as the lender, on May 22, 2007 replacing the prior credit facilities with M & I Business Credit (formerly known as Diversified Business Credit, Inc.). The credit facility provides for:

 

 

 

 

a $10,000,000 revolving credit facility, with a $200,000 subfacility for letters of credit. Under the revolving credit facility, the availability of funds depends on a borrowing base composed of stated percentages of our eligible trade receivables and eligible inventory, less a reserve.

 

 

 

 

a $4,500,000 term loan, which was used to fund the Tibbetts acquisition.

Loans under the new credit facility are secured by a security interest in substantially all of the assets of the borrowers including a pledge of the stock of the subsidiaries. All of the borrowers are jointly and severally liable for all borrowings under the new credit facility.

Proceeds from the new facility were used to repay amounts owed under the prior credit facilities of approximately $5.0 million and the $4.5 million purchase price to complete the Tibbetts asset acquisition.

Loans under the new credit facility bear interest, at the option of the Company, at:

 

 

the London InterBank Offered Rate (“LIBOR”) plus 1.90%, in the case of revolving line of credit loans, or LIBOR plus 2.15%, in the case of the term loan, 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%.

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, or every three months in the case of LIBOR based loans with a six month interest period.

Weighted average interest on the domestic asset-based revolving credit facilities (including the prior credit facility) was 5.51%, 7.82% and 8.17% for 2008, 2007 and 2006, respectively.

The new credit facility will expire and all outstanding loans will become due and payable on June 30, 2012. The term loan requires quarterly principal payments, commencing on September 30, 2007, based on an increasing installment schedule, with any balance due on June 30, 2012. In 2008 we used proceeds of $1,013,000 from the equipment sale-leaseback described below to pay down the term loan.

The outstanding balance of the revolving credit facility was $3,000,000 at December 31, 2008 and 2007, respectively. The total remaining availability on the revolving credit facility was approximately $4,349,000 and $4,443,000 at December 31, 2008 and 2007, respectively.

The revolving facility carries 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.

The Company is subject to various covenants under the credit facility, including financial covenants relating to tangible net worth, funded debt to Earnings Before Interest, Taxes, Depreciation and Amortization, fixed charge coverage ratio and capital expenditures. Under the credit facility, except as otherwise permitted, the borrowers may not, among other things, incur or permit to exist any indebtedness; grant or permit to exist any liens or security interests on their assets or pledge the stock of any subsidiary; make investments; be a party to any merger or consolidation, or purchase of all or substantially all of the assets or equity of any other entity; sell, transfer, convey or lease all or any substantial part of its assets or capital securities; sell or assign, with or without recourse, any receivables; issue any capital securities; make any distribution or dividend (other than stock dividends), whether in cash or otherwise, to any of its equityholders; purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof; enter into any transaction with any of its affiliates or with any director, officer or employee of any borrower; be a party to any unconditional purchase obligations; cancel any claim or debt owing to it; enter into any agreement inconsistent with the provisions of the credit facility or other agreements and documents entered into in connection with the credit facility; engage in any line of business other than the businesses engaged in on the date of the credit facility and businesses reasonably related thereto; or permit its charter, bylaws or other organizational documents to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the lender. Effective as of September 30, 2007, the credit facility was amended to change the tangible net worth covenant. Effective as of June 30, 2008, the credit facility was amended to correct an error in the amortization table set forth in the loan agreement. Effective as of December 31, 2008, the credit facility was amended to change the fixed charge coverage covenant to exclude payments made in connection with the June 2008 equipment sale-leaseback described below. As of December 31, 2008, the Company was in compliance with all financial covenants under the credit facility, as amended.

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Table of Contents

Upon the occurrence and during the continuance of an event of default (as defined in the credit facility), the lender may, among other things: terminate its commitments to the borrowers (including terminating or suspending its obligation to make loans and advances); declare all outstanding loans, interest and fees to be immediately due and payable; take possession of and sell any pledged assets and other collateral; and exercise any and all rights and remedies available to it under the Uniform Commercial Code or other applicable law. In the event of the insolvency or bankruptcy of any borrower, all commitments of the lender will automatically terminate and all outstanding loans, interest and fees will be immediately due and payable. Events of default include, among other things: failure to pay any amounts when due; material misrepresentation; default in the performance of any covenant, condition or agreement to be performed that is not cured within 20 days after notice from the lender; default in the payment of other indebtedness or other obligation with an outstanding principal balance of more than $50,000, or of any other term, condition or covenant contained in the agreement under which such obligation is created, the effect of which is to allow the other party to accelerate such payment or to terminate the agreements; the insolvency or bankruptcy of any borrower; the entrance of any judgment against any borrower in excess of $50,000, which is not fully covered by insurance; the occurrence of a change in control (as defined in the credit facility); certain collateral impairments; and a contribution failure with respect to any employee benefit plan that gives rise to a lien under ERISA.

The prior credit facility originally included a real estate loan with an original principal balance of $1,500,000, which was associated with our Vadnais Heights manufacturing facility. In June 2006, the Company completed a sale-leaseback of the Vadnais Heights manufacturing facility. The transaction generated proceeds of $2,650,000, of which $1,388,000 was used to repay the associated real estate loan and the remainder to pay down our domestic revolver. The remaining gain on the sale of $825,631 is being recognized over the initial 10-year lease term as the renewal options in the lease are not assured and a penalty does not exist if we do not exercise the renewal options.

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 a $1.8 million line of credit through 2009. 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 5.84%, 6.36% and 6.47% for 2008, 2007 and 2006, respectively. The outstanding balance was $605,000 and $1,071,000 at December 31, 2008 and 2007, respectively. The total remaining availability on the international senior secured credit agreement was approximately $1,203,000 and $740,000 at December 31, 2008 and 2007, respectively.

In June 2008, the Company completed a sale-leaseback of machinery and equipment with Bank of America. The transaction generated proceeds of $1,098,000, of which $1,013,000 was used to pay down the domestic term loan. The capital lease agreement expires in June 2014, requires monthly payments of $15,800 and has a present value of future minimum lease payments of $1,098,000 with an effective interest rate of 5.14%. The transaction resulted in a gain of $62,000 which is being recognized over the initial 6-year lease term.

The Company also has entered into several other capital lease agreements to fund the acquisition of machinery and equipment. The total principal amount of all capital leases (including the equipment sale-leaseback described above) was $1,661,000 with effective interest rates ranging from 5.1% to 8.0%. These agreements range from 3 to 6 years. The outstanding balance under these capital lease agreements at December 31, 2008 and December 31, 2007 was $1,330,000 and $94,000, respectively. The accumulated amortization on leased equipment was $257,000 and $119,000 at December 31, 2008 and 2007, respectively. The amortization of capital leases is included in depreciation expense for 2008, 2007 and 2006.

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Table of Contents

8. OTHER ACCRUED LIABILITIES

Other accrued liabilities at December 31, 2008, and 2007 were as follows:

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Salaries, wages and commissions

 

$

2,020,539

 

$

2,496,610

 

Taxes, including payroll withholdings and excluding income taxes

 

 

80,202

 

 

101,617

 

Accrued severance benefits

 

 

61,639

 

 

100,000

 

Accrued professional fees

 

 

361,580

 

 

161,736

 

Current portion of note payable

 

 

259,360

 

 

256,360

 

Deferred revenue

 

 

 

 

113,618

 

Accrued Dynamic Hearing strategic alliance payments

 

 

475,000

 

 

 

Customers’ advance payments on contracts

 

 

 

 

190,062

 

Other

 

 

993,387

 

 

962,752

 

 

 

 

 

 

 

 

 

 

 

$

4,251,707

 

$

4,382,755

 

Accrued severance benefits recorded at December 31, 2007 were paid in 2008. Severance benefits accrued at December 31, 2008 will be paid in 2009.

9. DOMESTIC AND FOREIGN INCOME TAXES

Domestic and foreign income taxes (benefits) from continuing operations were comprised as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2008

 

2007

 

2006

 

Current

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

$

 

$

 

State

 

 

93,319

 

 

(11,978

)

 

21,654

 

Foreign

 

 

104,748

 

 

182,651

 

 

111,258

 

 

 

 

198,067

 

 

170,673

 

 

132,912

 

Deferred

 

 

 

 

 

 

 

 

 

 

Federal

 

 

 

 

 

 

 

State

 

 

 

 

 

 

 

Foreign

 

 

66,000

 

 

10,000

 

 

41,548

 

 

 

 

66,000

 

 

10,000

 

 

41,548

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

$

264,067

 

$

180,673

 

$

174,460

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before income taxes is as follows:

 

 

 

 

 

 

 

 

 

 

Foreign

 

 

597,234

 

 

1,088,951

 

 

1,492,092

 

Domestic

 

 

704,434

 

 

958,960

 

 

(77,130

)

 

 

$

1,301,668

 

$

2,047,911

 

$

1,414,962

 

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Table of Contents

The following is a reconciliation of the statutory federal income tax rate to the effective tax rate based on income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2008

 

2007

 

2006

 

 

Tax provision at statutory rate

 

 

34.0

%

 

34.0

%

 

34.0

%

Change in valuation allowance

 

 

(29.1

)

 

(20.9

)

 

0.5

 

Impact of permanent items, including stock based compensation expense

 

 

14.6

 

 

 

 

 

Effect of foreign tax rates

 

 

(2.4

)

 

(8.7

)

 

(25.1

)

State taxes net of federal benefit

 

 

3.2

 

 

1.4

 

 

1.5

 

Other

 

 

0.0

 

 

3.1

 

 

1.4

 

 

 

 

 

 

 

 

 

 

 

 

Domestic and foreign income tax rate

 

 

20.3

%

 

8.8

%

 

12.3

%

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2008, and 2007 are presented below:

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

Deferred tax assets:

 

 

 

 

 

 

 

Net operating loss carry forwards – United States

 

$

4,707,273

 

$

5,299,146

 

Post-retirement benefit obligations

 

 

327,098

 

 

475,859

 

Goodwill amortization

 

 

155,937

 

 

269,948

 

State income taxes

 

 

 

 

483,594

 

Inventory reserves

 

 

785,976

 

 

901,720

 

Guarantee obligations and estimated future costs of service accruals

 

 

31,568

 

 

35,700

 

Compensated absences, principally due to accrual for financial reporting purposes

 

 

225,424

 

 

225,041

 

Other

 

 

1,033,860

 

 

442,827

 

Total gross deferred tax assets

 

 

7,267,135

 

 

8,133,835

 

Less: valuation allowance

 

 

7,267,135

 

 

8,133,835

 

Net deferred tax assets

 

$

 

$

 

Deferred tax liabilities:

 

 

 

 

 

 

 

Plant and equipment, due to differences in depreciation and capitalized interest

 

 

(155,273

)

 

(89,273

)

Total gross deferred tax liabilities

 

 

(155,273

)

 

(89,273

)

Net deferred tax liabilities

 

$

(155,273

)

$

(89,273

)

Domestic and foreign deferred taxes were comprised as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2008

 

Federal

 

State

 

Foreign

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current deferred asset

 

$

 

$

 

$

 

$

 

Non-current deferred liability

 

 

 

 

 

 

(155,273

)

 

(155,273

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net deferred tax liability

 

$

 

$

 

$

(155,273

)

$

(155,273

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

 

Federal

 

State

 

Foreign

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current deferred asset

 

$

 

$

 

$

 

$

 

Non-current deferred liability

 

 

 

 

 

 

(89,273

)

 

(89,273

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net deferred tax liability

 

$

 

$

 

$

(89,273

)

$

(89,273

)

The valuation allowance is maintained against deferred tax assets which the Company has determined are not likely to be realized. In addition, the Company has net operating loss carryforwards for Federal tax purposes of approximately $13.6 million that begin to expire in 2022. Subsequently recognized tax benefits, if any, relating to the valuation allowance for deferred tax assets or realization of net operating loss carryforwards will be reported in the consolidated statements of operations. If substantial changes in the Company’s ownership occur, there could be an annual limitation on the amount of the carryforwards that are available to be utilized. The Company analyzes ownership changes on a consistent basis.

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Table of Contents

At December 31, 2007, the Company had a valuation allowance against deferred tax assets to reduce the total to an amount our management believed was appropriate. The valuation allowance decreased in the current year primarily as a result of taxable income generated during the year, which was also impacted by an adjustment in the amount of $167,000 to decrease the valuation allowance to their proper amounts.

The Company has not recognized a deferred tax liability relating to cumulative undistributed earnings of controlled foreign subsidiaries in Germany and Singapore that are essentially permanent in duration. If some or all of the undistributed earnings of the controlled foreign subsidiaries are remitted to the Company in the future, income taxes, if any, after the application of foreign tax credits will be provided at that time. Determination of the amount of unrecognized tax liability related to undistributed earnings in foreign subsidiaries is not currently practical.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company regularly assesses the likelihood that the deferred tax assets will be recovered from future taxable income. The Company considers projected future taxable income and ongoing tax planning strategies, then records a valuation allowance to reduce the carrying value of the net deferred taxes to an amount that is more likely than not to be realized. Based upon the Company’s assessment of all available evidence, including the previous three years of United States based taxable income and loss after permanent items, estimates of future profitability, and the Company’s overall prospects of future business, the Company determined that it is more likely than not that the Company will not be able to realize a portion of the deferred tax assets in the future. The Company will continue to assess the potential realization of deferred tax assets on an annual basis, or an interim basis if circumstances warrant. If the Company’s actual results and updated projections vary significantly from the projections used as a basis for this determination, the Company may need to change the valuation allowance against the gross deferred tax assets.

The following was the income before income taxes for each jurisdiction in which the Company has operations for the years ended December 31, 2008, 2007 and 2006:

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,
2008

 

December 31,
2007

 

December 31,
2006

 

United States

 

$

704,434

 

$

958,960

 

$

(77,130

)

Singapore

 

 

283,455

 

 

930,718

 

 

1,346,807

 

Germany

 

 

313,779

 

 

158,233

 

 

145,285

 

Income before income taxes

 

$

1,301,668

 

$

2,047,911

 

$

1,414,962

 

The Company adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with Statement of Financial Accounting Standards 5, Accounting for Contingencies. As required by FASB Interpretation 48, which clarifies Statement 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of Interpretation 48, the Company did not record any adjustment to the liability for unrecognized income tax benefits or retained earnings. The Company does not have any unrecognized tax benefits as of December 31, 2008.

The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for the years starting before 2005. There are no other on-going or pending IRS, state, or foreign examinations.

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Table of Contents

The Company recognizes penalties and interest accrued related to unrecognized tax benefits in income tax expense for all periods presented. During the tax years ended December 31, 2008, 2007, and 2006 the Company has no amounts accrued for the payment of interest and penalties.

10. EMPLOYEE BENEFIT PLANS

The Company has defined contribution plans for most of its domestic employees. Under these plans, eligible employees may contribute amounts through payroll deductions supplemented by employer contributions for investment in various investments specified in the plans. The Company contribution to these plans for 2008, 2007, and 2006 was $419,000, $360,000, and $289,000, respectively.

The Company provides post-retirement medical benefits to certain domestic full-time employees who meet minimum age and service requirements. In 1999, a plan amendment was instituted which limits the liability for post-retirement benefits beginning January 1, 2000 for certain employees who retire after that date. This plan amendment resulted in a $1.1 million unrecognized prior service cost reduction which will be recognized as employees render the services necessary to earn the post-retirement benefit. The Company’s policy is to pay the cost of these post-retirement benefits when required on a cash basis. The Company also has provided certain foreign employees with retirement related benefits.

The following table presents the amounts recognized in the Company’s consolidated balance sheet at December 31, 2008 and 2007 for post-retirement medical benefits:

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

Change in Projected Benefit Obligation

 

 

 

 

 

 

 

Projected benefit obligation at January 1

 

$

1,001,532

 

$

1,243,744

 

Service cost (excluding administrative expenses)

 

 

 

 

629

 

Interest cost

 

 

55,292

 

 

69,225

 

Actuarial loss/(gain)

 

 

8,784

 

 

(132,066

)

Participant contributions

 

 

85,000

 

 

115,000

 

Benefits paid

 

 

(245,000

)

 

(295,000

)

 

 

 

 

 

 

 

 

Projected benefit obligation at December 31

 

 

905,608

 

 

1,001,532

 

 

 

 

 

 

 

 

 

Change in fair value of plan assets

 

 

 

 

 

 

 

Employer contributions

 

 

160,000

 

 

180,000

 

Participant contributions

 

 

85,000

 

 

115,000

 

Benefits paid

 

 

(245,000

)

 

(295,000

)

 

 

 

 

 

 

 

 

Fair value of plan assets at December 31

 

 

 

 

 

 

 

 

 

 

 

 

 

Funded status

 

 

(905,608

)

 

(1,001,532

)

 

 

 

 

 

 

 

 

Amount recognized in statement of financial position

 

 

 

 

 

 

 

Current liabilities

 

 

145,000

 

 

185,000

 

Noncurrent liabilities

 

 

760,608

 

 

816,532

 

Net amount

 

$

905,608

 

$

1,001,532

 

 

 

 

 

 

 

 

 

Amount recognized in other comprehensive income

 

 

 

 

 

 

 

Unrecognized net actuarial gain

 

 

 

 

 

Total

 

$

 

$

 

Accrued post-retirement medical benefit costs are classified as other post-retirement benefit obligations as of December 31, 2008 and 2007.

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Table of Contents

Net periodic post-retirement medical benefit costs for 2008, 2007 and 2006 included the following components:

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

Service cost

 

$

 

$

629

 

$

5,029

 

Interest cost

 

 

55,292

 

 

69,225

 

 

71,175

 

Amortization of unrecognized actuarial loss

 

 

 

 

 

 

(5,908

)

 

 

 

 

 

 

 

 

 

 

 

Net periodic post-retirement medical benefit cost

 

$

55,292

 

$

69,854

 

$

70,296

 

For measurement purposes, a 9.0% annual rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) was assumed for 2009; the rate was assumed to decrease gradually to 5% by the year 2013 and remain at that level thereafter. The health care cost trend rate assumption may have a significant effect on the amounts reported. For example, increasing the assumed health care cost trend rates by one percentage point in each year would increase the accumulated post-retirement medical benefit obligation as of December 31, 2008 by $11,707 and the aggregate of the service and interest cost components of net periodic post-retirement medical benefit cost for the year ended December 31, 2008 by $768. Employer contributions for 2009 are expected to be approximately $145,000.

The assumptions used years ended December 31 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

 

Annual increase in cost of benefits

 

 

9.00

%

 

9.00

%

 

10.00

%

 

Discount rate used to determine year-end obligations

 

 

7.00

%

 

6.00

%

 

6.00

%

 

Discount rate used to determine year-end expense

 

 

6.00

%

 

6.00

%

 

6.00

%

The following employer benefit payments, which reflect expected future service, are expected to be paid:

 

 

 

2009

 

$ 145,000

2010

 

$ 145,000

2011

 

$ 145,000

2012

 

$ 145,000

2013

 

$ 140,000

Years 2014 – 2018

 

$ 685,000

The Company provides retirement related benefits to former executive employees and to certain employees of foreign subsidiaries. The liabilities established for these benefits at December 31, 2008 and 2007 are illustrated below.

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

 

 

 

 

 

 

 

Current portion

 

$

90,656

 

$

90,656

 

Long term portion

 

 

578,388

 

 

624,517

 

 

 

 

 

 

 

 

 

Total liability at December 31

 

$

669,044

 

$

715,173

 

11. CURRENCY TRANSLATION ADJUSTMENTS

All assets and liabilities of foreign operations in which the functional currency is foreign are translated into U.S. dollars at prevailing rates of exchange in effect at the balance sheet date. Revenues and expenses are translated using average rates of exchange for the year. The functional currency of the Company’s German operations is the European euro. As of January 1, 2006, the functional currency of the Company’s Singapore operations changed from the Singapore dollar to the U.S. dollar. Adjustments resulting from the process of translating the financial statements of foreign subsidiaries into U.S. dollars are reported as a separate component of shareholders’ equity, net of tax, where appropriate. Foreign currency transaction amounts included in the statements of operation include a loss of $77,000 in 2008, a loss of $112,000 in 2007, and a loss of $100,000 in 2006.

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12. COMMON STOCK AND STOCK OPTIONS

The Company applies the provisions of SFAS No. 123R “Share-Based Payment” (“FAS 123(R)”), which establishes the accounting for stock-based awards.

The Company has a 1994 stock option plan, a 2001 stock option plan, a non-employee directors’ stock option plan and a 2006 equity incentive plan. New grants may not be made under the 1994, the 2001 and the non-employee directors’ stock option plans; however certain option grants under these plans remain exercisable as of December 31, 2008. The aggregate number of shares of common stock for which awards could be granted under the 2006 equity incentive plan as of the date of adoption was 698,500 shares. Additionally, as outstanding options under the 2001 stock option plan and non-employee directors’ stock option plan expire, the shares of the Company’s common stock subject to the expired options will become available for issuance under the 2006 equity incentive plan.

Under the various plans, executives, employees and outside directors receive awards of options to purchase common stock. Under the 2006 equity incentive plan, 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 December 31, 2008. Under all awards, the terms are fixed on the grant date. Generally, the exercise price 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 2006 equity incentive plan. The director program gives each non-employee director the right under the 2006 equity incentive plan to elect to have some or all of his quarterly director fees paid in common shares rather than cash. There were 1,902 and 754 shares issued in lieu of cash for director fees under the director program for the years ended December 31, 2008 and 2007, 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 2006 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 $100,000 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 5,000 shares purchased under the management purchase program during the year ended December 31, 2008. 

Stock option activity during the periods indicated is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Shares

 

Weighted-average
Exercise Price

 

Aggregate Intrinsic
Value

 

 

Outstanding at December 31, 2005

 

 

729,900

 

$

3.98

 

 

 

 

Options forfeited

 

 

(51,500

)

 

1.96

 

 

 

 

Options granted

 

 

160,000

 

 

5.68

 

 

 

 

Options exercised

 

 

(40,667

)

 

2.79

 

 

 

 

Outstanding at December 31, 2006

 

 

797,733

 

$

4.51

 

 

 

 

Options forfeited

 

 

(2,000

)

 

4.60

 

 

 

 

Options granted

 

 

165,000

 

 

13.72

 

 

 

 

Options exercised

 

 

(106,502

)

 

8.19

 

 

 

 

Outstanding at December 31, 2007

 

 

854,231

 

$

5.83

 

 

 

 

Options forfeited

 

 

(45,131

)

 

9.82

 

 

 

 

Options granted

 

 

175,950

 

 

7.35

 

 

 

 

Options exercised

 

 

(3,400

)

 

2.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2008

 

 

981,650

 

$

5.93

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2007

 

 

524,397

 

$

3.70

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2008

 

 

642,866

 

$

4.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for future grant at January 1, 2008

 

 

425,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for future grant at December 31,2008

 

 

261,894

 

 

 

 

 

 

 

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Table of Contents

The number of shares available for future grant at December 31, 2008, does not include a total of up to 399,200 shares subject to options outstanding under the 2001 stock option plan and non-employee directors’ stock option plan which will become available for grant under the 2006 Equity Incentive Plan in the event of the expiration of said options. Based on the stock price at December 31, 2008, the aggregate intrinsic value of outstanding and exercisable options was $0.

The weighted-average remaining contractual term of options exercisable at December 31, 2008, was 5.6 years. The total intrinsic value of options exercised during fiscal 2008, 2007, and 2006, was $19,028, $475,090, and $111,874, respectively.

The weighted-average per share fair value of options granted was $2.85, $5.13, and $2.77, in 2008, 2007, and 2006, respectively, using the Black-Scholes option-pricing model.

For disclosure purposes, the fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

Dividend yield

 

 

0.0

%

 

0.0

%

 

0.0

%

Expected volatility

 

 

42.3 - 53.5

%

 

43.0

%

 

57.5

%

Risk-free interest rate

 

 

1.4 - 2.8

%

 

3.5

%

 

4.6

%

Expected life (years)

 

 

4.0

 

 

4.0

 

 

4.0

 

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 Company calculates expected volatility for stock options and awards using both historical volatility as well as the average volatility of our peer competitors. The reason historical volatility was not strictly used is the material changes in the Company’s operations as a result of the sales of business segments that occurred in 2004 and 2005 (see Note 2). The expected term for stock options and awards is calculated based on the Company’s estimate of future exercise at the time of grant.

The Company currently estimates a nine 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 and the employee stock purchase plan is based on the U.S. Treasury yield curve in effect at the time of grant.

The Company recorded $525,972, $280,376 and $213,531 of non-cash stock option expense related to FAS 123(R) for the years ended December 31, 2008, 2007 and 2006, respectively. As of December 31, 2008, there was $946,492 of total unrecognized compensation costs related to non-vested awards that is expected to be recognized over a weighted-average period of 2.0 years.

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At the 2007 annual meeting of shareholders, the shareholders approved the IntriCon Corporation 2007 Employee Stock Purchase Plan (the “Purchase Plan”). A maximum of 100,000 shares may be sold under the Purchase Plan. There were 34,213 shares purchased under the plan for the year ended December 31, 2008. There were no employee stock purchases under the plan as of December 31, 2007.

 

 

13.

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a tabulation of unaudited quarterly results of operations (in thousands, except for per share data).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, net

 

$

16,591

 

$

17,525

 

$

16,091

 

$

15,348

 

$

14,579

 

$

16,938

 

$

18,442

 

$

19,025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

3,845

 

 

4,254

 

 

3,943

 

 

4,004

 

 

3,211

 

 

4,207

 

 

5,126

 

 

4,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

150

 

 

410

 

 

309

 

 

169

 

 

28

 

 

527

 

 

650

 

 

662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income per share (a):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

$

.03

 

$

.08

 

$

.06

 

$

.03

 

$

.01

 

$

.10

 

$

.13

 

$

.13

 

Diluted income per share

 

$

.03

 

$

.07

 

$

.06

 

$

.03

 

$

.01

 

$

.10

 

$

.12

 

$

.12

 


 

 

 

 

a)

Per share amounts for the quarters have each been calculated separately. Accordingly, quarterly amounts may not add to the annual amounts because of differences in the average common shares outstanding during each period. Additionally, in regard to diluted per share amounts only, quarterly amounts may not add to the annual amounts.

 

 

14.

INCOME PER SHARE

The following table sets forth the computation of basic and diluted income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

2006

 

 

 

Income
Numerator

 

Shares
Denominator

 

Per
Share
Amount

 

Income
Numerator

 

Shares
Denominator

 

Per
Share
Amount

 

Loss
Numerator

 

Shares
Denominator

 

Per
Share
Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share Income available to common shareholders

 

$

1,037,601

 

5,314,387

 

$

.20

 

$

1,867,238

 

5,209,567

 

$

.36

 

$

1,162,512

 

 

5,159,216

 

$

.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

225,069

 

 

 

 

 

 

310,213

 

 

 

 

 

 

 

160,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share

 

$

1,037,601

 

5,539,456

 

$

.19

 

$

1,867,238

 

5,519,780

 

$

.34

 

$

1,162,512

 

 

5,319,802

 

$

.22

 

The Company excluded stock options of 231,950, 190,131, and 196,000, in 2008, 2007, and 2006, respectively, from the computation of the diluted income per share as their effect would be anti-dilutive. For additional disclosures regarding the stock options, see Note 12.

 

 

15.

CONTINGENCIES AND COMMITMENTS

We are a defendant along with a number of other parties in approximately 122 lawsuits as of December 31, 2008, (approximately 122 lawsuits as of December 31, 2007) 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. Due to the noninformative nature of the complaints, we do not know whether any of the complaints state valid claims against us. Certain insurance carriers have informed us that the primary policies for the period August 1, 1970-1973, have been exhausted and that the carriers will no longer provide a defense under those policies. We have requested that the carriers substantiate this situation. We believe we have additional policies available for other years which have been ignored by the carriers. Because settlement payments are applied to all years a litigant was deemed to have been exposed to asbestos, we believe when settlement payments are applied to these additional policies, we will have availability under the years deemed exhausted. We do not believe that the asserted exhaustion of the primary insurance coverage for this period will have a material adverse effect on our 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, to which these insurance carriers are insuring us, make the ultimate disposition of these lawsuits not material to our consolidated financial position or results of operations.

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Table of Contents

The Company’s wholly owned French subsidiary, Selas SAS, filed for insolvency in France and is being managed by a court appointed judiciary administrator. The Company may be subject to additional litigation or liabilities as a result of the French insolvency proceeding.

We are 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.

Total rent expense for 2008, 2007, and 2006 under leases pertaining primarily to engineering, manufacturing, sales and administrative facilities, with an initial term of one year or more, aggregated $1,583,000, $1,440,000, and $1,082,000, respectively. Remaining rentals payable under such leases, including equipment leases are as follows: 2009 - $1,588,000; 2010 - $1,126,000; 2011 - $954,000; 2012 - $477,000; 2013 - $406,000 and thereafter - $1,056,000, which includes two leased facilities in Minnesota that expire in 2011 and 2016 respectively, one leased facility in California that expires in 2009, two leased facilities in Maine that expire in 2012 and 2017 respectively, one leased facility in Singapore that expires in 2010 and one leased facility in Germany that expires in 2012. Certain leases contain renewal options as defined in the lease agreements.

On October 5, 2007, the Company entered into employment agreements with its executive officers. The agreements call for payments ranging from three months to two years base salary and unpaid bonus, if any, to the executives should there be a change of control as defined in the agreement and the executives are not retained for a period of at least one year following such change of control. Under the agreements, all stock options granted to the executives would vest immediately and be exercisable in accordance with the terms of such stock options. The Company also agreed that if it enters into an agreement to sell substantially all of its assets, it will obligate the buyer to fulfill its obligations pursuant to the agreements. The agreements terminate, except to the extent that any obligation remains unpaid, upon the earlier of termination of the executive’s employment prior to a change of control or asset sale for any reason or the termination of the executive after a change of control for any reason other than by involuntary termination as defined in the agreements.

On July 20, 2008, the Company entered into a strategic alliance agreement with Dynamic Hearing Pty Ltd (“Dynamic Hearing”). Effective October 1, 2008, Dynamic Hearing granted a license to the Company to use certain of Dynamic Hearing’s technology. The initial term of the agreement is five years from the date of execution and may be extended upon agreement of the parties within two months of the expiration of the initial term; however, either party may terminate the agreement after the second year of the term upon three months notice. The Company agreed to pay Dynamic Hearing: (i) an annual fee for access to the technology licensed pursuant to the agreement and (ii) an additional “second component” fee to maintain exclusive rights granted to the Company with respect to hearing health products. Additionally, IntriCon agreed to make royalty payments on products that incorporate Dynamic Hearing’s technology, and Dynamic Hearing has also agreed to provide the Company with engineering and other services in connection with the licensed technology. The Company has recorded $1,000,000 payable to Dynamic Hearing for the first two years of exclusive license fees described above. The Company has $331,000 and $691,000 of short-term and long-term assets, respectively, remaining at December 31, 2008 which will be amortized through September 2010 as it pertains to exclusive rights and engineering and other services. The technology access fee will be amortized through September 2013, the life of the agreement.

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Table of Contents

 

 

16.

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. In the opinion of management, the terms of the lease agreement are comparable to those which could be obtained from unaffiliated third parties. The total base rent expense, real estate taxes and other charges incurred under the lease was approximately $477,000 in 2008 and $481,000 for each of 2007 and 2006. Annual lease commitments, which include base rent expense, real estate taxes and other charges approximate $475,000 through October 2011.

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 our Board of Directors. We paid that firm approximately $235,000, $466,000, and $282,000 for legal services and costs in 2008, 2007, and 2006, respectively. The Chairman of our Board of Directors is considered independent under applicable Nasdaq and SEC 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.

 

 

17.

STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

2008

 

2007

 

2006

 

Interest received

 

$

30,692

 

$

78,896

 

$

33,674

 

Interest paid

 

 

599,856

 

 

741,930

 

 

380,159

 

Income taxes paid

 

 

222,224

 

 

194,502

 

 

205,565

 

Deferred gain recorded on sale of manufacturing facility

 

 

 

 

 

 

1,045,799

 

Acquisition of assets of Amecon, Inc:

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

 

 

 

172,962

 

Property and equipment

 

 

 

 

 

 

53,522

 

Equipment purchased through capital lease obligation

 

 

1,277,823

 

 

 

 

 

Shares issued for services

 

 

12,233

 

 

6,120

 

 

 

License agreement financed through licensor

 

 

1,000,000

 

 

 

 

 

The 2006 adjustments to the assets of Amecon, Inc., which were acquired in October 2005, was due to the final adjustment to the working capital requirement pursuant to the asset purchase agreement.

 

 

18.

DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments in the form of interest rate swaps are used by the Company in managing its interest rate exposure. The Company does not hold or issue derivative financial instruments for trading purposes. When entered into, the Company formally designates the derivative financial instrument as a hedge of a specific underlying exposure if such criteria are met, and documents both the risk management objectives and strategies for undertaking the hedge. The Company formally assesses, both at inception and at least quarterly thereafter, whether the derivative financial instruments that are used in hedging transactions are effective at offsetting changes in either the fair value or cash flows of the related underlying exposure. Because of the high correlation between the derivative financial instrument and the underlying exposure being hedged, fluctuations in the value of the derivative financial instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. Any ineffective portion of a derivative financial instrument’s change in fair value would be immediately recognized in earnings.

The swaps are designated as cash flow hedges with the changes in fair value recorded in accumulated other comprehensive loss and as a derivative hedge asset or liability, as applicable. The swaps settle periodically in arrears with the related amounts for the current settlement period payable to, or receivable from, the counter-parties included in accrued liabilities or accounts receivable and recognized in earnings as an adjustment to interest expense from the underlying debt to which the swap is designated. Approximately $40,000 and $2,000 of additional expense were recorded to interest expense as a result of said adjustments for the years ended December 31, 2008 and 2007, respectively. During 2008 and 2007, ineffectiveness from such hedges was $0.

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Table of Contents

At December 31, 2008 and 2007, the Company had a United States Dollar (“USD”) denominated interest rate swap outstanding which effectively fixed the interest rate on floating rate debt, exclusive of lender spreads, at 5.36% for a notional principal amount of $2,000,000 through September 2010. The derivative net loss on this contract recorded in accumulated other comprehensive loss at December 31, 2008 and 2007 was $136,248 and $79,215, respectively. The accumulated other comprehensive loss at December 31, 2008 is expected to be reclassified into earnings over the next 21 months, the life of the agreement.

 

 

19.

INVESTMENT IN EQUITY INSTRUMENTS

On December 27, 2006, the Company joined the Hearing Instrument Manufacturers Patent Partnership (HIMPP). Members of the partnership include the largest six hearing aid manufacturers as well as several other smaller manufacturers. The purchase price of $1,800,000 included a 9% equity interest in K/S HIMPP as well as a license agreement that will grant the Company access to over 45 US registered patents. The Company accounted for the K/S HIMPP investment using the equity method of accounting for common stock, as the equity interest is deemed to be “more than minor” as defined in AICPA Statement of Position 78-9 “Accounting for Investments in Real Estate Ventures”. The investment required a $260,000 payment made at the time of closing. The unpaid balance of $1,020,000 at December 31, 2008 will be paid in three annual installments of $260,000 in 2009 through 2011, with a final installment of $240,000 in 2012. The unpaid balance is unsecured and bears interest at an annual rate of 4%, which is payable annually with each installment. The investment in the partnership exceeded underlying net assets by approximately $1,475,000. Based on the final assessment of the partnership, the Company has determined that approximately $345,000 of the excess of the investment over the underlying partnership net assets relates to underlying patents. The remaining $1,130,000 of the excess of the investment over the underlying partnership net assets has been assigned to the non-exclusive patent license agreement. The Company has recorded a $144,900 and $332,500 decrease in the carrying amount of the investment, reflecting amortization of the patents, patent license agreement and the Company’s portion of the partnership’s operating results for the years ended December 31, 2008 and 2007, respectively. Total amortization expense remaining is $1,180,000. The difference of $207,000 in the carrying value of the investment at December 31, 2008 is the Company’s remaining investment in partnership net assets.

The Company’s subsidiary, IntriCon Tibbetts Corporation, owns a 50% interest in a joint venture with a Swiss company to market, design, manufacture, and sell audio coils to the hearing health industry. The Company has recorded a total decrease of approximately $59,000 in the carrying amount of the investment for the year ended December 31, 2008, consisting of an approximately $141,000 increase for the Company’s portion of the joint venture’s operating results for the year ended December 31, 2008 offset by a decrease of $200,000 for dividends received from the joint venture during the year ended December 31, 2008. The Company recorded a $175,000 increase in the carrying amount of the investment, reflecting the Company’s portion of the joint venture’s operating results for the period ended December 31, 2007. The carrying amount of the investment was $64,000 and $123,000 at December 31, 2008 and 2007, respectively.

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Table of Contents

Condensed financial information of the joint venture at and for the years ended December 31, 2008 and 2007 are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

2008

 

2007

 

Balance Sheet:

 

 

 

 

 

 

 

Current assets

 

$

642

 

$

1,013

 

Non-current assets

 

 

196

 

 

273

 

Total assets

 

$

838

 

$

1,286

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

312

 

 

889

 

Non-current liabilities

 

 

 

 

353

 

Stockholders’ equity

 

 

526

 

 

44

 

Total liabilities and stockholders’ equity

 

$

838

 

$

1,286

 

 

 

 

 

 

 

 

 

Income Statement:

 

 

 

 

 

 

 

Net revenues

 

$

2,750

 

$

2,820

 

 

 

 

 

 

 

 

 

Net income

 

$

282

 

$

400

 


 

 

20.

REVENUE BY MARKET

The following tables set forth, for the periods indicated, net revenue by market:

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,
2008

 

Years Ended
December 31,
2007

 

December 31,
2006

 

Body-Worn Device Segment

 

 

 

 

 

 

 

 

 

 

Hearing Health

 

$

23,768,000

 

$

29,297,000

 

$

24,956,000

 

Medical

 

 

20,133,000

 

 

18,765,000

 

 

8,439,000

 

Professional Audio Communications

 

 

14,007,000

 

 

11,606,000

 

 

8,041,000

 

 

 

 

 

 

 

 

 

 

 

 

Electronic Products Segment

 

 

 

 

 

 

 

 

 

 

Electronics

 

 

7,647,000

 

 

9,315,000

 

 

10,290,000

 

Total Revenue

 

$

65,555,000

 

$

68,983,000

 

$

51,726,000

 

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Table of Contents

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

ITEM 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting. The report of management required under this Item 9A is contained in Item 8 of this Annual Report on Form 10-K under the caption “Management’s Report on Internal Control Over Financial Reporting.”

Changes in Internal Controls over Financial Reporting. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter covered by this report that would have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

ITEM 9B. Other Information

In December 2008, the Compensation Committee of the Board of Directors made determinations with respect to the bonuses and stock options to be awarded to the executive officers for services in 2008 and salaries to be paid in 2009. For further information, see Exhibit 10.13 which is incorporated herein by reference.

In February 2009, the Compensation Committee of the Board of Directors adopted the 2009 Annual Incentive Plan for Executives and Key Employees for Fiscal Year 2009. For further information, see Exhibit 10.13 which is incorporated herein by reference.

The disclosure of the foregoing information is voluntary and shall not be deemed an admission that such information is material or required to be disclosed on a Current Report on Form 8-K.

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PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information called for by Item 10 is incorporated by reference from the Company’s definitive proxy statement relating to its 2009 annual meeting of shareholders, including but not necessarily limited to the sections of the 2009 proxy statement entitled “Proposal 1 – Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

The information concerning executive officers contained in Item 4A hereof is incorporated by reference into this Item 10.

Code of Ethics

The Company has adopted a code of ethics that applies to its directors, officers and employees, including its principal executive officer, principal financial and accounting officer, controller and persons performing similar functions. Copies of the Company’s code of ethics are available without charge upon written request directed to Cari Sather, Director of Human Resources, IntriCon Corporation, 1260 Red Fox Road, Arden Hills, MN 55112. The Company intends to satisfy the disclosure requirement under Item 10 of Form 8-K regarding any future amendments to a provision of its code of ethics by posting such information on the Company’s website: www.intricon.com.

ITEM 11. Executive Compensation

The information called for by Item 11 is incorporated by reference from the Company’s definitive proxy statement relating to its 2009 annual meeting of shareholders, including but not necessarily limited to the sections of the 2009 proxy statement entitled “Director Compensation for 2008,” and “Executive Compensation”.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by Item 12 is incorporated by reference from the Company’s definitive proxy statement relating to its 2009 annual meeting of shareholders, including but not necessarily limited to the section of the 2009 proxy statement entitled “Share Ownership of Certain Beneficial Owners, Directors and Certain Officers.”

Equity Compensation Plan Information

The following table details information regarding the Company’s existing equity compensation plans as of December 31, 2008:

 

 

 

 

 

 

 

 

 

 

 

Plan Category

 

(a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

 

(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights

 

(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))

 

Equity compensation plans approved by security holders

 

 

799,150

 

$

6.68

 

 

261,894

(1)

Equity compensation plans not approved by security holders(2)

 

 

182,500

 

$

3.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

981,650

 

$

5.93

 

 

261,894

 

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(1) The amount shown in column (c) represents shares issuable under the Company’s 2006 Equity Incentive Plan (the “2006 Plan”). Under the terms of the 2006 Plan, as outstanding options under the Company’s 2001 Stock Option Plan and Non-Employee Directors’ Stock Option Plan expire, the shares of common stock subject to the expired options will become available for issuance under the 2006 Plan. As of December 31, 2008, 399,200 shares of common stock were subject to outstanding options under the 2001 Stock Option Plan and Non-Employee Directors’ Stock Option Plan. Accordingly, if any of these options expire, the shares of common stock subject to expired options also will be available for issuance under the 2006 Plan.

(2) Represents shares issuable under the Non-Employee Directors Stock Option Plan, the (“Non-Employee Directors Plan”), pursuant to which directors who are not employees of the Company or any of its subsidiaries were eligible to receive options. The exercise price of the option was the fair market value of the stock on the date of grant. Options become exercisable in equal one-third annual installments beginning one year from the date of grant, except that the vesting schedule for discretionary grants is determined by the Compensation Committee. As a result of the approval of the 2006 Plan by the shareholders at the 2006 annual meeting of shareholders, no further grants will be made pursuant to the Non-Employee Directors Plan.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information called for by Item 13 is incorporated by reference from the Company’s definitive proxy statement relating to its 2009 annual meeting of shareholders, including but not necessarily limited to the sections of the 2009 proxy statement entitled “Certain Relationships and Related Party Transactions” and “Independence of the Board of Directors.”

ITEM 14. Principal Accountant Fees and Services

The information called for by Item 14 is incorporated by reference from the Company’s definitive proxy statement relating to its 2009 annual meeting of shareholders, including but not necessarily limited to the sections of the 2009 proxy statement entitled “Independent Registered Public Accounting Fee Information.”

PART IV

ITEM 15. Exhibits, Financial Statement Schedules

 

 

(a)

The following documents are filed as a part of this report:

 

 

1)

Financial Statements – The consolidated financial statements of the Registrant are set forth in Item 8 of Part II of this report.

 

 

 

Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006.

 

 

 

Consolidated Balance Sheets at December 31, 2008 and 2007.

 

 

 

Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006.

 

 

 

Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the years ended December 31, 2008, 2007 and 2006.

 

 

 

Notes to Consolidated Financial Statements.

 

 

2)

Financial Statement Schedules

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON
SUPPLEMENTARY INFORMATION

To the Shareholders, Audit Committee and Board of Directors
IntriCon Corporation and Subsidiaries
Minneapolis, Minnesota

Our audits were made for the purpose of forming an opinion on the basic 2008, 2007, and 2006 consolidated financial statements of IntriCon Corporation and Subsidiaries taken as a whole. The consolidated supplemental schedule II is presented for purposes of complying the Securities Exchange Commission’s rules and is not a part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the 2008, 2007 and 2006 basic consolidated financial statements and, in our opinion, is fairly stated in all materials respects in relation to the basic consolidated financial statements taken as a whole.

VIRCHOW, KRAUSE & COMPANY, LLP
Minneapolis, Minnesota
March 3, 2009

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Schedule II - Valuation and Qualifying Accounts

INTRICON CORPORATION AND SUBSIDIARY COMPANIES

Valuation and Qualifying Accounts
December 31, 2008, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

Balance at
beginning
of Year

 

“Addition”
charged to
costs and
expense

 

“Less”
deductions

 

Balance
at end
of year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

258,873

 

$

131,090

 

$

956

(a)

$

389,007

 

Allowance for note receivable

 

$

225,000

 

$

 

$

225,000

 

$

 

Deferred tax asset valuation allowance

 

$

8,133,835

 

$

 

$

866,700

 

$

7,267,135

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

245,543

 

$

91,236

 

$

77,906

(a)

$

258,873

 

Allowance for note receivable

 

$

225,000

 

$

 

$

 

$

225,000

 

Deferred tax asset valuation allowance

 

$

8,562,449

 

$

 

$

428,614

 

$

8,133,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31,2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

370,195

 

$

19,036

 

$

143,688

(a)

$

245,543

 

Allowance for note receivable

 

$

296,077

 

$

 

$

71,077

 

$

225,000

 

Deferred tax asset valuation allowance

 

$

8,593,829

 

$

 

$

31,380

 

$

8,562,449

 


 

 

 

 

a)

Uncollectible accounts written off.

 

b)

Continuing operations net operating loss utilized to offset tax impact of operating income from discontinued operations.

 

 

 

 

All other schedules are omitted because they are not applicable, or because the required information is included in the consolidated financial statements or notes thereto.

 

 

 

3)

 

Exhibits –


 

 

2.1

Asset and Share Purchase Agreement dated as of October 11, 2002 among the Company, Selas S.A.S., Andritz A.G. and Andritz Acquisition S.A.S. Schedules and attachments are listed under section 1.2 of the agreement and will be provided to the Commission upon request. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on December 17, 2002.)

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2.2

Stock purchase Agreement dated July 21, 2003 between the Company and Ventra Ohio Corp, and VTA USA, INC. Schedules and attachments are listed beginning on page 38 of the agreement and will be provided to the Commission upon request. (Incorporated by reference from the Company’s current report on Form 8-K/A filed with the Commission on July 23, 2003.)

 

 

2.3

Agreement of Sales between the Company and BET Investments, Inc. dated December 31, 2002, as amended. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on June 29, 2004.)

 

 

2.4

Asset purchase agreement dated March 31, 2005 among the Company and Selas Heat Technology, LLP (Schedules and exhibits are omitted pursuant to Regulation S-K, Item 601(b)(2); IntriCon Corporation agrees to furnish a copy of such schedules and/or exhibits to the Securities and Exchange Commission upon request) (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2005.)

 

 

2.5

Asset Purchase Agreement by and among IntriCon Corporation, TI Acquisition Corporation, Tibbetts Industries, Inc. and certain shareholders of Tibbetts Industries, Inc. dated April 19, 2007. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on April 23, 2007.)

 

 

3.1

The Company’s Amended and Restated Articles of Incorporation, as amended. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on April 24, 2008.)

 

 

3.2

The Company’s Amended and Restated By-Laws. (Incorporated by reference from the Company’s annual report on Form 8-K filed with the Commission October 12, 2007.)

 

 

+ 10.1.1

Amended and Restated 1994 Stock Option Plan. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 1997.)

 

 

+ 10.1.2

Form of Stock Option Agreements granted under the Amended and Restated 1994 Stock Option Plan. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 1995.)

 

 

+ 10.2.1

2001 Stock Option Plan. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 2000.)

 

 

10.2.2

Form of Stock Option Agreement issued to executive officers pursuant to the 2001 Stock Option Plan. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on April 26, 2005.)

 

 

+ 10.3

Supplemental Retirement Plan (amended and restated effective January 1, 1995). (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 1995.).

 

 

10.4

Amended and Restated Office/Warehouse Lease, between Resistance Technology, Inc. and Arden Partners I. L.L.P. (of which Mark S. Gorder is one of the principal owners) dated November 1, 1996. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 1996.)

 

 

+ 10.5.1

Amended and Restated Non-Employee Directors’ Stock Option Plan. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 2001.)

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10.5.2

Form of Non-employee director Option Agreement for options issued pursuant to the Amended and Restated Non-Employee Directors Stock Option Plan. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on October 3, 2005.)

 

 

+ 10.6

Retirement Agreement, Consulting Agreement and General Release, dated August 30, 2000, between the Company and Stephen F. Ryan. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2000.)

 

 

10.7

Separation Agreement dated November 30, 2001 between the Company and Robert W. Ross. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 2001.)

 

 

10.8

Settlement agreement dated September 12, 2003 between the Company and Andritz AG, Andritz Acquisition S.A.A. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2003.)

 

 

+ 10.9

Termination agreement following change of control or asset sale between the Company and Mark S. Gorder dated December 14, 2004. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on December 20, 2004.)

 

 

+ 10.10.1*

Summary sheet for director fees.

 

 

+ 10.10.2*

Summary sheet for executive officer compensation.

 

 

10.11.1

Credit and Security Agreement dated August 31, 2005 by Resistance Technology, Inc. and RTI Electronics, Inc. and Diversified Business Credit, Inc. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2005.)

 

 

10.11.2

Security Agreement dated August 31, 2005 between IntriCon Corporation and Diversified Business Credit, Inc. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2005.)

 

 

10.11.3

First Amendment to Credit and Security Agreement between Resistance Technology, Inc., RTI Electronics, Inc. and M&I Business Credit f/k/a Diversified Business Credit, Inc. dated June 30, 2006. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2006.)

 

 

10.11.4

Guaranty by Corporation dated August 31, 2005 between IntriCon Corporation and Diversified Business Credit, Inc. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2005.)

 

 

10.11.5

Term Loan Supplement (Real Estate) to Credit Agreement dated August 31, 2005, by Resistance Technology, Inc. and RTI Electronics, Inc. for the benefit of Diversified Business Credit, Inc. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2005.)

 

 

10.11.6

Term Loan Supplement (Equipment) to Credit Agreement dated August 31, 2005, by Resistance Technology, Inc. and RTI Electronics, Inc. for the benefit of Diversified Business Credit, Inc. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2005.)

 

 

10.11.7

Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents by Resistance Technology, Inc. to Diversified Business Credit, Inc. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2005.)

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10.12

Promissory note from Selas Heat Technology, LLP dated March 31, 2005. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2005.)

 

 

10.13.1

Employment agreement between the Company and William J. Kullback dated April 25, 2005. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on April 26, 2005.)

 

 

10.13.2

Termination agreement following change of control or asset sale between the Company and William J. Kullback dated April 25, 2005. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on April 26, 2005.)

 

 

+ 10.14.1

2006 Equity Incentive Plan. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2006.)

 

 

+ 10.14.2

Form of Stock Option Agreement issued to executive officers pursuant to the 2006 Equity Incentive Plan. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2006.)

 

 

+ 10.14.3

Form of Stock Option Agreement issued to directors pursuant to the 2006 Equity Incentive Plan. (Incorporated by reference from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2006.)

 

 

+ 10.14.4

Non-Employee Directors Stock Fee Election Program. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 2006.)

 

 

+10.14.5

Non-Employee Director and Executive Officer Stock Purchase Program, as amended. (Incorporated by reference from the Company’s quarterly report on Form 10-Q filed with the Commission on November 14, 2008.)

 

 

+ 10.15

Deferred Compensation Plan. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on May 17, 2006.)

 

 

10.16

Purchase Agreement between Resistance Technology, Inc. and MDSC Partners, LLP dated May 5, 2006. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on June 21, 2006.)

 

 

10.17

Land and Building Lease Agreement between Resistance Technology, Inc. and MDSC Partners, LLP dated June 15, 2006. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on June 21, 2006.)

 

 

10.18

Agreement by and between K/S HIMPP and IntriCon Corporation dated December 1, 2006 and the schedules thereto. (Incorporated by reference from the Company’s annual report on Form 10-K for the year ended December 31, 2006.)

 

 

+ 10.19

Employment Agreement with Mark S. Gorder. (Incorporated by reference from the Company’s annual report on Form 8-K filed with the Commission October 12, 2007.)

 

 

+ 10.20

Form of Employment Agreement with executive officers. (Incorporated by reference from the Company’s annual report on Form 8-K filed with the Commission October 12, 2007.)

 

 

10.21.1

Loan and Security Agreement dated as of May 22, 2007, by and among IntriCon, Resistance Technology, Inc., RTI Electronics, Inc. and IntriCon Tibbetts Corporation and LaSalle Bank National Association. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on May 25, 2007.)

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10.21.2

First Amendment to Loan and Security Agreement dated as of September 30, 2007, by and among IntriCon, Resistance Technology, Inc., RTI Electronics, Inc. and IntriCon Tibbetts Corporation and LaSalle Bank National Association. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission October 12, 2007.)

 

 

10.21.3

Second Amendment to Loan and Security Agreement dated as of June 30, 2008, by and among IntriCon, Resistance Technology, Inc., RTI Electronics, Inc., IntriCon Tibbetts Corporation and LaSalle Bank National Association. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission July 7, 2008.)

 

 

10.21.4*

Third Amendment to Loan and Security Agreement dated as of December 31, 2008, by and among IntriCon, IntriCon, Inc., RTI Electronics, Inc., IntriCon Tibbetts Corporation and LaSalle Bank National Association.

 

 

10.21.5

Trademark Security Agreement dated as of May 22, 2007, by IntriCon in favor of LaSalle Bank National Association. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on May 25, 2007.)

 

 

10.21.6

Trademark Security Agreement dated as of May 22, 2007, by Resistance Technology, Inc. in favor of LaSalle Bank National Association. (Incorporated by reference from the Company’s current report on Form 8-K filed with the Commission on May 25, 2007.)

 

 

10.22*

Strategic Alliance Agreement among IntriCon Corporation and Dynamic Hearing Pty Ltd effective as of October 1, 2008.

 

 

21*

List of significant subsidiaries of the Company.

 

 

23.1*

Consent of Independent Registered Public Accounting Firm (Virchow, Krause & Company, LLP).

 

 

31.1*

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2*

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1*

Certification of principal executive officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.2*

Certification of principal financial officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


 

 

*

Filed herewith.

+

Denotes management contract, compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

INTRICON CORPORATION
(Registrant)

 

 

By:

/s/ Scott Longval

 

 

 

Scott Longval

 

 

Chief Financial Officer,

 

 

Treasurer and Secretary

Dated: March 3, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

/s/ Mark S. Gorder

 

 

 

Mark S. Gorder

President and Chief Executive

Officer and Director (principal executive officer)

March 3, 2009

 

/s/ Scott Longval

 

 

 

Scott Longval

Chief Financial Officer

Treasurer and Secretary

(principal accounting and financial officer)

March 3, 2009

 

/s/Nicholas A. Giordano

 

 

 

Nicholas A. Giordano

Director

March 3, 2009

 

/s/Robert N. Masucci

 

 

 

Robert N. Masucci

Director

March 3, 2009

 

/s/ Michael J. McKenna

 

 

 

Michael J. McKenna

Director

March 3, 2009

 

/s/ Philip N. Seamon

 

 

 

Philip N. Seamon

Director

March 3, 2009

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EXHIBIT INDEX

 

 

EXHIBITS:

 

 

10.10.1

Summary sheet for director fees.

 

 

10.10.2

Summary sheet for executive officer compensation.

 

 

10.21.4

Third Amendment to Loan and Security Agreement dated as of December 31, 2008, by and among IntriCon, IntriCon, Inc., RTI Electronics, Inc., IntriCon Tibbetts Corporation and LaSalle Bank National Association.

 

 

10.22

Strategic Alliance Agreement among IntriCon Corporation and Dynamic Hearing Pty Ltd effective as of October 1, 2008.

 

 

21

List of significant subsidiaries of the Company.

 

 

23.1

Consent of Independent Registered Public Accounting Firm (Virchow, Krause and Company, LLP).

 

 

31.1

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

31.2

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

32.1

Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

 

 

32.2

Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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M_1[;T_\`N=/?NO=>_CGR$_Y]AT[_`.CVWI_]SI[]U[KW\<^0G_/L.G?_`$>V M]/\`[G3W[KW7OXY\A/\`GV'3O_H]MZ?_`'.GOW7NO?QSY"?\^PZ=_P#1[;T_ M^YT]^Z]U[^.?(3_GV'3O_H]MZ?\`W.GOW7NO?QSY"?\`/L.G?_1[;T_^YT]^ MZ]U[^.?(3_GV'3O_`*/;>G_W.GOW7NO?QSY"?\^PZ=_]'MO3_P"YT]^Z]U[^ M.?(3_GV'3O\`Z/;>G_W.GOW7NO?QSY"?\^PZ=_\`1[;T_P#N=/?NO=>_CGR$ M_P"?8=._^CVWI_\`_=>Z]_'/D)_S[#IW_`-'MO3_[G3W[KW7OXY\A/^?8 M=._^CVWI_P#_=>Z]_'/D)_P`^PZ=_]'MO3_[G3W[KW7OXY\A/^?8=._\` MH]MZ?__=>Z]_'/D)_S[#IW_T>V]/_`+G3W[KW7OXY\A/^?8=._P#H]MZ? M__=>Z]_'/D)_S[#IW_P!'MO3_`.YT]^Z]U[^.?(3_`)]AT[_Z/;>G_P!S MI[]U[KW\<^0G_/L.G?\`T>V]/_N=/?NO=>_CGR$_Y]AT[_Z/;>G_`-SI[]U[ MKW\<^0G_`#[#IW_T>V]/_N=/?NO=>_CGR$_Y]AT[_P"CVWI_]SI[]U[KW\<^ M0G_/L.G?_1[;T_\`N=/?NO=>_CGR$_Y]AT[_`.CVWI_]SI[]U[KW\<^0G_/L M.G?_`$>V]/\`[G3W[KW01=^9GO5NB.[!7=;]2PT7^B7LO[R2#NS>-35"E_N= 6G?N/MXF^/]+"9+?3UC_'\>_=>Z__V3\_ ` end EX-10.10.1 3 intricon091036_ex10-101.htm SUMMARY SHEET FOR DIRECTOR FEES INTRICON CORPORATION EXHIBIT 10.10.1 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 10.10.1

Summary Sheet for Director Fees

In December 2008, the Compensation Committee determined that the fees payable to directors in 2009 would remain the same as those paid in 2008. Accordingly, for 2009:

 

 

 

 

the chairman of the Board will receive an annual retainer of $49,000, the chairman of the Audit Committee will receive an annual retainer of $34,000 and each non-employee member of the Board, other than the chairman of the Board and the chairman of the Audit Committee, will receive an annual retainer of $24,000, in each case payable in quarterly installments.

 

 

 

 

each non-employee member of the Board will received $1,000 for each Board meeting attended in person and $500 for each telephonic meeting of the Board attended, and $1,000 for each committee meeting attended in person and $500 for each telephonic meeting of the committee attended of which such non-employee member of the Board is a member; however, no fee will be payable for telephonic board and committee meetings that last less than 30 minutes.

Directors are eligible to receive awards pursuant to the 2006 Equity Incentive Plan. Options are automatically granted to each person who is re-elected or continues as a non-employee director at the annual meeting of shareholders of the Company as follows: the Chairman is granted options to purchase 12,000 shares of common stock and the other non-employee directors each are granted options to purchase 10,000 shares of common stock. The exercise price will be equal to the closing price of the common stock of the Company on the date of the annual meeting. The options will vest in three equal, annual installments beginning one year after the date of grant, except that they will become immediately exercisable upon a “change in control” as defined in the 2006 Equity Incentive Plan or upon the death or disability of the recipient, and will expire ten years after the date of grant, unless terminated earlier by the terms of the option.

Directors are also eligible to participate in the Non-Employee Directors Stock Fee Election Program (the “Program”) under the Company’s 2006 Equity Incentive Plan. The Program gives each non-employee director the right under the Incentive Plan to elect to have some or all of his quarterly director fees paid in shares of the Company’s common stock rather than cash. The minimum amount that can be the subject of such election by a director is 25% of his quarterly director fees. The shares to be issued will be valued based on the last reported sale price of the common stock as reported on The Nasdaq Global Market on the first business day of each calendar quarter when quarterly director fees are paid. The number of shares that will be issued for any such quarterly director fees with respect to which an election is in effect will be equal to the amount of the election divided by the applicable last sale price. No fractional shares will be issued and a director will receive cash in lieu of any fractional shares. That portion of the quarterly director fees for which no election is in effect will continue to be paid in cash. The shares so purchased will be deemed fully vested as of the quarterly payment date.

Under the Non-Employee Director and Executive Officer Stock Purchase Program, directors may purchase common stock directly from the Corporation at the last reported sale price on the date that the election to purchase is made.


EX-10.10.2 4 intricon091036_ex10-102.htm SUMMARY SHEET FOR EXECUTIVE OFFICER COMPENSATION INTRICON CORPORATION EXHIBIT 10.10.2 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 10.10.2

Summary Sheet for Executive Officer Compensation

Base Salary

In December 2008, the Compensation Committee of the Board of Directors made determinations with respect to the salaries to be paid to executive officers in 2009 and the bonuses and stock options to be awarded to the executive officers for services in 2008 as follows:

 

 

 

 

 

 

 

 

 

 

 

Name

 

2009 Annual
Base Salary

 

2008 Annual
Bonus

 

Stock Options
Awarded

 

Mark S. Gorder,
President and Chief Executive Officer

 

$

350,000

 

$

 

 

20,000

 

Scott Longval,
Chief Financial Officer and Treasurer

 

$

165,000

 

$

 

 

10,000

 

Steven M. Binnix,
Vice President and General Manager of RTIE

 

$

175,000

 

$

 

 

5,000

 

Christopher D. Conger,
Vice President, Research and Development

 

$

185,000

 

$

 

 

10,000

 

Michael P. Geraci,
Vice President, Sales and Marketing

 

$

200,000

 

$

 

 

10,000

 

Dennis L. Gonsior,
Vice President, Global Operations

 

$

185,000

 

$

 

 

10,000

 

Greg Gruenhagen
Vice President of Corporate Quality

 

$

125,000

 

$

 

 

10,000

 

The exercise price of the stock options is equal to $4.69 per share, the closing price of the common stock of the Company on the date of the Compensation Committee meeting. The options will vest in three equal, annual installments beginning one year after the date of grant, except that they will become immediately exercisable upon a “change in control” as defined in the 2006 Equity Incentive Plan or upon the death or disability of the recipient, and will expire ten years after the date of grant, unless terminated earlier by the terms of the option.

2009 Incentive Plan

In February 2009, the Compensation Committee adopted the Annual Incentive Plan for Executives and Key Employees for Fiscal Year 2009 (the “2009 Incentive Plan”) . Pursuant to the 2009 Incentive Plan, executive officers and selected key employees of IntriCon are eligible to receive incentive compensation based on (i) IntriCon exceeding certain net income targets for 2009 and (ii) achievement of designated strategic objectives. A participant will receive incentive compensation only if both the minimum net income target and some or all of the strategic objectives are achieved.

Based on IntriCon achieving 100% of targeted net income for 2009, Mr. Gorder would be eligible to receive incentive compensation equal to 50% of his 2009 salary and each of the other Named Officers would be eligible to receive incentive compensation equal to 40% of their 2009 salary. In the event that IntriCon achieves 80% of targeted net income for 2009, Mr. Gorder would be eligible to receive incentive compensation equal to 25% of his 2009 salary and each of the other executive officers would be eligible to receive incentive compensation equal to 20% of their 2009 salary. In the event that IntriCon achieves 150% of targeted net income for 2009, Mr. Gorder would be eligible to receive incentive compensation equal to 75% of his 2009 salary and each of the other executive officers would be eligible to receive incentive compensation equal to 60% of their 2009 salary. Between these points, the amount of the incentive compensation available will increase or decrease proportionately based upon IntriCon achieving more or less than targeted net income; however, no incentive compensation will be paid if IntriCon achieves less than 80% of targeted net income and the maximum incentive compensation payable is capped at IntriCon achieving 150% of target net income. IntriCon will establish weighted strategic objectives for the executives and, in all cases, the amount of incentive compensation paid will depend on the extent to which strategic objectives are satisfied.

Plans and Other Arrangements

The executive officers are also eligible to participate in the Company’s broad-based benefit programs generally available to its salaried employees, including health, disability and life insurance programs, and qualified 401(k) plan. Under the Non-Employee Director and Executive Officer Stock Purchase Program, executive officers may purchase common stock directly from the Corporation at the last reported sale price on the date that the election to purchase is made.


EX-10.21.4 5 intricon091036_ex10-214.htm THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER INTRICON CORPORATION EXHIBIT 10.21.4 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 10.21.4

 

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER

 

This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is made and entered into as of December 31, 2008, by and among INTRICON CORPORATION, a Pennsylvania corporation (“IntriCon”), INTRICON, INC., formerly known as, RESISTANCE TECHNOLOGY, INC., a Minnesota corporation (“RTI”), RTI ELECTRONICS, INC., a Delaware corporation (“RTIE”), and INTRICON TIBBETTS CORPORATION (formerly known as TI Acquisition Corporation), a Maine corporation (“ITC”) (each of IntriCon, RTI, RTIE and ITC, a “Borrower” and, collectively, “Borrowers”), and BANK OF AMERICA N.A. as successor by merger to LASALLE BANK NATIONAL ASSOCIATION., a national banking association (“Bank”).

 

RECITALS:

 

A.        Borrowers and Bank are parties to that certain Loan and Security Agreement dated as of May 22, 2007 (as the same may have been or may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Loan Agreement.

 

B.         Borrowers have requested that Bank modify the Fixed Charge Coverage covenant.

 

C.         Bank has agreed to amend the Loan Agreement and certain of the Loan Documents upon and subject to the conditions set forth in this Amendment.

 

AGREEMENTS:

 

NOW, THEREFORE, in consideration of the premises herein set forth and for other good and valuable consideration, the nature, receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

1.         Recitals. Borrowers and Bank agree that the Recitals set forth above are true and correct.

 

2.         Amendment to Fixed Charge Coverage. Section 10.3 of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the foregoing:

 

10.3      Fixed Charge Coverage. As of the last day of each calendar quarter, for the period of four (4) consecutive calendar quarters then-ended, the Borrowers and their respective Subsidiaries shall maintain a ratio of (a) the total of consolidated EBITDA for such period, minus the sum of all income taxes paid in cash by the Borrowers on a consolidated basis and all Capital Expenditures of the Borrowers made during such period which are not financed with Funded Debt, to (b) the sum for such period of (i) Interest Charges plus (ii) required or scheduled payments made in respect of principal of Funded Debt, of not less than 1.25 to 1.00 on and before December 31, 2008, and not less than 1.50 to 1.00 thereafter.

 

3.         Conditions Precedent. This Amendment shall become effective upon delivery to Bank of the following, each in form and substance acceptable to Bank:

 

a.         This Amendment, duly executed by Borrowers.

 

1




b.         Such other documents, instruments and agreements as Bank may reasonably require, and payment of all unpaid legal fees and expenses incurred by Bank through the date of this Amendment in connection with the Loan Agreement and this Amendment.

 

4.         Representations: No Default. Each Borrower represents and warrants that: (a) such Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized the execution and delivery of this Amendment and other agreements and documents executed and delivered by such Borrower in connection herewith, (b) neither this Amendment nor the agreements contained herein contravene or constitute a Default or Event of Default under the Loan Agreement or a default under any other agreement, instrument or indenture to which such Borrower is a party or a signatory, or any provision of such Borrower’s Articles of Incorporation or Bylaws or, to the best of such Borrower’s knowledge, any other agreement or requirement of law, or result in the imposition of any lien or other encumbrance on any of its property under any agreement binding on or applicable to such Borrower or any of its property except, if any, in favor of Bank, (c) no consent, approval or authorization of or registration or declaration with any party, including but not limited to any governmental authority, is required in connection with the execution and delivery by such Borrower of this Amendment or other agreements and documents executed and delivered by such Borrower in connection herewith or the performance of obligations of such Borrower herein described, except for those which such Borrower has obtained or provided and as to which such Borrower has delivered certified copies of documents evidencing each such action to Bank, (d) no events have taken place and no circumstances exist at the date hereof which would give such Borrower grounds to assert a defense, offset or counterclaim to the obligations of such Borrower under the Loan Agreement or any of the other Loan Documents, (e) there are no known claims, causes of action, suits, debts, liens, obligations, liabilities, demands, losses, costs and expenses (including attorneys’ fees) of any kind, character or nature whatsoever, fixed or contingent, which such Borrower may have or claim to have against Bank, which might arise out of or be connected with any act of commission or omission of Bank existing or occurring on or prior to the date of this Amendment, including, without limitation, any claims, liabilities or obligations arising with respect to the indebtedness evidenced by the Notes, and (f) no Event of Default has occurred and is continuing under the Loan Agreement.

 

5.         Affirmation; Further References. Bank and Borrowers each acknowledge and affirm that the Loan Agreement, as hereby amended, is hereby ratified and confirmed in all respects and all terms, conditions and provisions of the Loan Agreement and of each of the other Loan Documents (except as amended by this Amendment) shall remain unmodified and in full force and effect. All references in any document or instrument to the Loan Agreement are hereby amended and shall refer to the Loan Agreement as amended by this Amendment.

 

6.         Merger and Integration, Superseding Effect. This Amendment, from and after the date hereof, embodies the entire agreement and understanding between the parties hereto and supersedes and has merged into it all prior oral and written agreements on the same subjects by and between the parties hereto with the effect that this Amendment, shall control with respect to the specific subjects hereof and thereof.

 

7.         Severability. Whenever possible, each provision of this Amendment and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner as to be effective, valid and enforceable under the applicable law of any jurisdiction, but, if any provision of this Amendment or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited, invalid or unenforceable under the applicable law, such provision shall be ineffective in such jurisdiction only to the extent of such prohibition, invalidity or unenforceability, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Amendment or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto in such jurisdiction, or affecting the effectiveness, validity or enforceability of such provision in any other jurisdiction.

 


2




8.         Successors. This Amendment shall be binding upon Borrowers and Bank and their respective successors and assigns, and shall inure to the benefit of Borrowers and Bank and to the respective successors and assigns of Bank.

 

9.         Costs and Expenses. Each Borrower jointly and severally agrees to reimburse Bank, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including attorneys’ fees and legal expenses of counsel for Bank) incurred in connection with the Loan Agreement, including in connection with the negotiation, preparation and execution of this Amendment and all other documents negotiated, prepared and executed in connection with this Amendment, and in enforcing the obligations of Borrowers under this Amendment, and to pay and save Bank harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of this Amendment.

 

10.        Headings. The headings of various sections of this Amendment have been inserted for reference only and shall not be deemed to be a part of this Amendment.

 

11.        Counterparts. This Amendment may be executed in several counterparts as deemed necessary or convenient, each of which, when so executed, shall be deemed an original, provided that all such counterparts shall be regarded as one and the same document, and any party to this Amendment may execute any such agreement by executing a counterpart of such agreement.

 

12.        Governing Law. This Amendment shall be governed by the internal laws of the State of Minnesota, without giving effect to conflict of law principles thereof.

 

13.        Release of Rights and Claims. Each Borrower, for itself and its successors and assigns, hereby releases, acquits, and forever discharges Bank and its successors and assigns for any and all manner of actions, suits, claims, charges, judgments, levies and executions occurring or arising from the transactions entered into with Bank prior to entering into this Amendment whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect which such Borrower may have against Bank.

 

14.        No Waiver. Except as expressly provided herein, nothing contained in this Amendment (or in any other agreement or understanding between the parties) shall constitute a waiver of, or shall otherwise diminish or impair, Bank’s rights or remedies under the Loan Agreement or any of the other Loan Documents, or under applicable law.

 

[signature page follows]

 




3




IN WITNESS WHEREOF, the parties here have entered into this Amendment as of the date first above written.

 

 

BORROWERS:

 

INTRICON CORPORATION,
a Pennsylvania corporation

 

By: 


/s/ Scott Longval

 

 

Name:

Scott Longval

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

 

INTRICON, INC., formerly known as,
RESISTANCE TECHNOLOGY, INC.,
a Minnesota corporation

 

 

By: 


/s/ Scott Longval

 

 

Name:

Scott Longval

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

 

RTI ELECTRONICS, INC.,
a Delaware corporation

 

 

By: 


/s/ Scott Longval

 

 

Name:

Scott Longval

 

 

Title:

CFO

 

 

 

 

 

 

 

 

 

 

INTRICON TIBBETTS CORPORATION,
(formerly known as TI Acquisition Corporation)
a Maine corporation

 

 

By: 


/s/ Scott Longval

 

 

Name:

Scott Longval

 

 

Title:

CFO

 

 

 

 

 

 

 

 

BANK:

 

BANK OF AMERICA N.A.,
a national banking association

 

 

By: 


/s/ Thomas P. Sullivan

 

 

Name:

Thomas P. Sullivan

 

 

Title:

Vice President

 

 

 

 

 

 

4



EX-10.22 6 intricon091036_ex10-22.htm STRATEGIC ALLIANCE AGREEMENT INTRICON CORPORATION EXHIBIT 10.22 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 10.22

 

 

Strategic Alliance Agreement

 

 

 

Intricon Corporation

1260 Red Fox Road

Arden Hills, Minnesota 55112

United States

 

 

 

and

 

 

 

Dynamic Hearing Pty Ltd

2 Chapel Street, Richmond, VIC 3121

AUSTRALIA

 

 









1




AGREEMENT

 

This Agreement is entered into and is effective as of the 1st day of October, 2008 (Commencement Date) by and between IntriCon Corporation, a Pennsylvania Corporation having a place of business at 1260 Red Fox Road, Arden Hills, Minnesota 55112 USA (hereinafter IntriCon) and Dynamic Hearing Pty Ltd a Corporation organized under the laws of Victoria, Australia and having a place of business at 2 Chapel Street, Richmond, Victoria 3121, Australia (hereinafter Dynamic Hearing) agree to collaborate with each other as a Strategic Alliance. As such, this Strategic Alliance Agreement (SAA) outlines the principles and the understanding of the parties and defines related terms and conditions.

 

WHEREAS, Dynamic Hearing has developed technology useful for products in the Hearing Health (HH) Assisted Listening Device (ALD) and Professional Communications (PADA) markets and DSP platforms which are hereinafter defined.

 

WHEREAS, IntriCon has also developed technology for the HH, ALD and PADA markets and DSP platforms.

 

1.0

Purpose

 

1.1       The purpose of this alliance is to exploit the parties’ complimentary capabilities for producing DSP Technology products for the HH, ALD, and PADA markets.

 

2.0

Definitions

 

The following terms in the context of this SAA shall have the following meanings:

 

 

2.1

Assisted Listening Devices

 

An Assisted Listening Device (“ALD”) is a

 

 

1.

One way communications device

 

2.

Used for hearing protection or listening in challenging environments, and

 

3.

Contains Ultra Low Power (ULP) DSP and or ULP Wireless technology

 

 

2.2

Hearing Aids:

 

Hearing Aids are amplification devices primarily designed to compensate for hearing loss, designed for listening only (through a microphone, telecoil, Direct Audio Input or other similar audio pathways and run on a low power hybrid circuit. Hearing Aids may include in-the-ear Hearing Aids (ITE), behind-the-ear Hearing Aids (BTE), or completely-in-the-canal Hearing Aids (CIC).

 

 

2.3

Professional Audio/Communication Devices

 

Professional Audio/Communication Devices (“PADA”) are wired or wireless headsets or other devices used for one-way or two-way communications in professional or industrial settings such as law enforcement, sport events, professional performances, search and rescue, and military operations.

 

2




 

2.4

DSP Technology:

 

DSP means digital signal processing. More specifically, for the purposes of this SAA, DSP Technology shall mean ON Semiconductor hardware and firmware algorithms used for the HH, PADA and ALD markets. Hardware shall include the ON Semiconductor Ezairo DSP, and the Single Chip Hearing Amplifier (SCHA) from ON Semiconductor.

 

 

2.5

IntriCon Technology:

 

IntriCon Technology is that technology:

 

 

(i)

for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance or annuity fees have been paid. A granted patent does not include pending applications including those pending applications which are associated with a granted patent through a claim of priority;

 

 

(ii)

or has a patent pending, or

 

 

(iii)

is Technology under “record of invention”.

 

 

2.6

Dynamic Hearing Technology:

 

Dynamic Hearing Technology is that technology:

 

 

(i)

for which a patent(s) has been granted and all fees relating to the grant including any associated maintenance or annuity fees have been paid. A granted patent does not include pending applications including those pending applications which are associated with a granted patent through a claim of priority; or

 

 

(ii)

has a patent application pending, or

 

 

(iii)

is Technology under “record of invention”.

 

 

2.7

K/S HIMPP:

 

K/S HIMPP (hereinafter HIMPP) is a Danish partnership that owns numerous patents relating to Hearing Aids and associated technologies.

 

 

2.8

HIMSA:

 

HIMSA otherwise known as Hearing Instruments Manufacturers’ Software Association is a privately owned company that has developed a standardized hearing care software system.

 

3




 

2.9

Base Product

 

Base Product means the DSP Technology including the ON Semiconductor Ezairo or SCHA chips, the EEPROM and the firmware loaded onto the EEPROM and the minimum printed circuit board package necessary to connect and house these items. The Base Product does not include additional PCB or flex circuits necessary to connect to other components of an Enhanced Product.

 

 

2.10

Enhanced Product

 

Enhanced Product means a value added assembly or completed Hearing Aid or Assistive Listening Device which includes the Base Product as one of the component devices. The Enhanced Product may include other electronic components, flex circuitry, microphones, a receiver, plastic housings, volume controls, trimmer potentiometers, push button switches, programming connectors and other components.

 

 

2.11

Contact Center

 

Contact Center means a group of people who use Contact Center Products and provide telemarketing, mail ordering, customer care, technical support and similar functions either directly for an enterprise or on an outsourced basis by using automatic call directors for inbound centers and predictive dialers for outbound centers. A Contact Center may also use software-based systems rather than physical equipment.

 

 

2.12

Contact Center Products

 

Contact Center Products means any product, including without limitation, headsets (cordless or corded), amplifiers, telephones, soft phones, and software-based systems that are used in Contact Centers. For purposes of clarification, no product shall be deemed a “Contact Center Product” unless it is used in a Contact Center, including, without limitation, Bluetooth Products.

 

 

2.13

Miscellaneous Definitions:

 

 

(a)

headings are for convenience only and do not affect interpretation;

 

 

(b)

the singular includes the plural and conversely;

 

 

(c)

the meaning of general words introduced by including, or for example, or similar expressions is not limited by specific examples;

 

 

(d)

a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

 

 

(e)

a reference to a clause or Exhibit is a reference to a clause of, or an Exhibit to, this Agreement;

 


4




 

(f)

a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, varied, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document;

 

 

(g)

a reference to a party to this Agreement includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives);

 

 

(h)

a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

 

 

(i)

if a translation of this Agreement into any other language is produced, the original English version is to be the definitive version of this Agreement;

 

 

(j)

the term Related Body Corporate has the meaning given in the Corporations Act 2001 (C’th); and

 

unless the context requires otherwise terms in bold italics have the meaning given below:

 

Business Day means a day other than a Saturday, Sunday or public holiday in Victoria, Australia;

 

Confidential Information means information in relation to a party, including its business activities that

 

 

(a)

is disclosed to the other party by or on behalf of the first party;

 

(b)

is acquired by the other party directly or indirectly from the first party; or

 

(c)

otherwise comes to the knowledge of the other party,

 

in connection with this Agreement whether the information is in oral, visual or written form or is recorded or embodied in any other medium and includes all such information disclosed to, or accessed by, the other party before this Agreement commences;

 

Exclusivity Date means October 1, 2008, the date Intricon makes its first quarterly payment of the Minimum Payment;

 

Identified Party means a party identified in Exhibit C before January 1, 2009 and all other parties are unidentified parties;

 

Improvements mean any modification, improvement, enhancement or development to the Licensed Subject Matter excluding always a development, modification, improvement or enhancement that is patentable in its own right or which is proprietary information of IntriCon.

 

Key Personnel means Elaine Saunders and Anthony Shilton;

 

5




Licensed Subject Matter means Dynamic Hearing’s Technology, Software, and Documentation as described in Exhibit A and Exhibit B, in respect of which IntriCon is granted a license under this Agreement;

 

Product means a Base Product Unit or an Enhanced Product Unit;

 

For purposes of computing Royalty Payments, a sale shall occur when IntriCon receives payment from a customer for a Base Product Unit., or an Enhanced Product containing a Base Product;

 

Services means technology transfer and other support provided to IntriCon by Dynamic Hearing;

 

Base Product Unit means a single Base Product item;

 

Territory means the world; and

 

Use means, in relation to:

 

 

(a)

the Technology, make, hire, sell or otherwise dispose of the product, offer to make, sell, hire or otherwise dispose of it, use or import it; and

 

(b)

the Software and Documentation to reproduce any copyright works subsisting in such software or documentation.

 

2.14      Additional definitions are provided in Exhibits A and B attached here to which are considered to be part of this Agreement.

 

3.0

License Grant

 

3.1       Term: The initial term of this Agreement shall be five (5) years from the date of execution and may be extended subject to satisfactory agreement on ongoing commercial terms, to be agreed two (2) months prior to the expiration of this Agreement.

 

3.2       Dynamic Hearing grants to IntriCon in accordance with this Agreement, for the Term, a license, to Use Dynamic Hearing’s Technology, Software and Documentation developed as of the Commencement Date to manufacture, import, sell and offer for sale throughout the Territory, Products containing Dynamic Hearing’s Technology and Software. This grant specifically excludes products for Contact Centers, and the use of ADRO Technology in electrical stimulation of the auditory system.

 

3.3       IntriCon accepts that Dynamic Hearing owns all rights in relation to the Licensed Subject Matter except for those rights being specifically granted hereunder, and that Dynamic Hearing is under no obligation to provide the source code of any software.

 

3.4       Commencing on the Exclusivity Date, and continuing for so long as IntriCon continues to make such payments, the license granted to IntriCon under this Agreement will, subject to the terms and conditions of this Agreement, be exclusive for Hearing Aids. The exclusivity shall not prevent Dynamic Hearing entering into agreements with any Identified Party subject to the terms herein. On or before January 1, 2009, Dynamic Hearing will provide IntriCon with an updated version of Exhibit C which will include a complete list of identified parties. After January 1, 2009, no additions to Exhibit C are allowed unless agreed to by IntriCon in writing.

 

6




3.5       IntriCon acknowledges that Dynamic Hearing’s rights to license technology and software to companies manufacturing implantable devices is not restricted in any way.

 

IntriCon acknowledges that Dynamic Hearing’s rights to license any Dynamic Hearing Technology or Software to Identified Parties, and provide support as agreed with Identified Parties, is in no way restricted.

 

3.6       No further design support will be given to Sound Design Technologies, Ltd (hereinafter Sound Design) which includes the recent purchase of Gennum Corporation’s hearing instrument business after 30 October 2009, if all conditions of IntriCon’s exclusivity are met.

 

3.7       Intricon acknowledges that Dynamic Hearing is negotiating with several third parties regarding licensing Dynamic Hearing Technology and Software, relating to its Hearing Aid Designer™ and other products and services. The rights granted under such agreements shall be included as exceptions to the exclusivity of IntriCon’s License Grant, if such agreements are executed by Dynamic Hearing and the third party before January 1, 2009. Such third parties and their relevant subsidiaries will be Identified Parties and added to the Exhibit C. Agreements with identified parties are allowed exceptions and no Agreements are allowed with unidentified parties.

 

3.8       Commencing on October 1, 2008, and continuing for so long as IntriCon continues to make minimum payments as defined in 4.3, Dynamic Hearing agrees that it will not license any Dynamic Hearing Technology for Hearing Aids, subject to Clause 3.5.

 

3.9       If any Identified Party, (with the exception of Sound Design) purchases DSP product sold or made by IntriCon with Dynamic Hearing’s Hearing Aid Designer™ software and requests assistance to achieve HIMPP compliance for products using such DSP chips, IntriCon will use its best efforts to comply with the request for HIMPP compliance.

 

3.10     Where IntriCon supplies Products to a third party, IntriCon will, at its cost:

 

 

(a)

obtain and maintain all governmental and regulatory approvals necessary for it to exercise, and comply with all laws and regulations applicable to the exercise of, its license rights under this Agreement; and

 

 

(b)

comply, and ensure that all Products comply, at all times with any technical standards as may reasonably be required by law, and any licensing requirements, standards, or protocols established by the Hearing Instrument Manufacturers’ Software Association (HIMSA) and the Hearing Instrument Manufacturers’ Patent Partnership (HIMPP), it being acknowledged that Dynamic Hearing makes no representation or warranty that the exercise of the rights granted under this Agreement will not infringe any rights held by HIMSA, HIMPP or any other third party.

 

7




3.11      Where Dynamic Hearing supplies Dynamic Hearing Technology directly to a customer on DSP chips supplied by IntriCon, then, IntriCon will use its best efforts to comply with the request for HIMPP compliance or notify the third party customer of the customers obligations, as per 3.10 (a) and (b).

 

3.12      Dynamic Hearing may continue indefinitely selling products and services to new customers using the ON Semiconductor DSP hybrid chip. For the absence of doubt, the Exclusivity grant of 3.2 does not restrict Dynamic Hearing from licensing Dynamic Hearing Technology and DSP Software on any ON Semiconductor platform, purchased by a third party or by Dynamic Hearing, from IntriCon. With the exception of the Identified Parties, Dynamic Hearing agrees that it will not sell the Dynamic Hearing DSP Software for Hearing Aids configured to run on any hardware other than that provided by ON Semiconductor, except in circumstances as described in this Agreement. Dynamic Hearing may continue to sell products and services to non-Hearing Aid Customers using the ON Semiconductor DSP hybrid chips including the Bela Signa.

 

3.13      Dynamic Hearing and IntriCon shall undertake a mutual roadmap review and agree whether or not the current ON Semiconductor chips will meet market requirements. If the Parties agree that the ON Semiconductor chips will not meet market requirements, IntriCon shall have six (6) months to correct the material deficiency. Material deficiency means that ON Semiconductors must have a chip that is within 10% of the best in class performance on each one of these characteristics: physical size, power supply current, computational capability and cost. If IntriCon is unable or unwilling to remedy such deficiency, IntriCon will lose its exclusivity under this license.

 

3.14      IntriCon agrees that nothing in this Agreement precludes Dynamic Hearing from licensing Dynamic Hearing Technology, including the ADRO™ Algorithm to manufacturers, including Siemens AG, Sonova Holdings AG, GN Resound Group, William Demant Holding A/S, Widex A/S, Starkey Laboratories Inc, and Cochlear Ltd.

 

3.15      Nothing herein shall preclude Dynamic Hearing from making and selling its own Hearing Aids. Nothing in this agreement prevents Dynamic Hearing from selling Hearing Aids manufactured by third parties in Dynamic Hearing’s own clinics.

 

3.16      No other exception to IntriCon’s exclusive license being granted herein shall exist unless such exception is specifically identified by a supplemental agreement between IntriCon and Dynamic Hearing.

 

4.0

Payments

 

4.1       IntriCon’s payments to Dynamic Hearing will comprise two payment components. A first payment component (minimum payment) will be a technology access fee for access to Dynamic Hearing Technology on a non-exclusive basis. A second payment component hereinafter (Second Component) will be for exclusive rights to Dynamic Hearing Technology as such exclusive rights are defined herein. The second component may comprise a combination of a royalty payment and fees for services.

 

8




4.2       IntriCon will pay to Dynamic Hearing a fixed technology access fee of US$300,000 annually (hereinafter “Access Fee”), the payment of the technology access fee to be paid on a quarterly basis at the beginning of each calendar quarter. Payment of the technology Access Fee will maintain IntriCon’s non-exclusive rights to Dynamic Hearing Technology.

 

4.3       To maintain exclusive rights to Dynamic Hearing Technology for Hearing Aids IntriCon will make minimum annual payments to Dynamic Hearing as set out in the Minimum Payment Schedule. The Minimum Payment consists of the Access Fee of US$300,000 per annum and the Second Component that increases from year to year.

 

Minimum Payment Schedule (All amounts are in US Dollars):

 

PAYMENT YEAR

MINIMUM PAYMENT

ACCESS FEE

SECOND COMPONENT

Year 1

$400,000

$300,000

$100,000

Year 2

$700,000

$300,000

$400,000

Year 3

$1,100,000

$300,000

$800,000

Year 4

$1,600,000

$300,000

$1,300,000

Year 5

$2,100,000

$300,000

$1,800,000

 

The Minimum Payments will be paid quarterly in advance in equal installments at the beginning of each royalty quarter, as defined in 4.7. The first quarterly Minimum Payment (for the quarter beginning 1st October, 2008) shall be made at the date of signing of this Agreement and the second quarterly minimum payment shall be made at January 1, 2009 with all further quarterly Minimum Payments following the schedule as defined in 4.7.

 

4.4       Intricon is entitled to credit for any amounts payable to Dynamic Hearing arising from per unit royalties and fees for services up to the value of the corresponding quarterly Second Component. In quarters where the per unit royalties and fees for services are less than the corresponding quarterly Second Component, IntriCon may carry forward the remaining credit to be offset against future quarters per unit royalties and fees for services.

 

Any amounts due from per unit royalties and fees for services that exceed the value of the corresponding quarterly payment of the Second Component, net of any carried forward credit, will be paid within 30 days of the end of that royalty quarter.

 

4.5       Once IntriCon has paid the minimum payments in 4.3, no further minimum payments, both Access Fee and Second Component, are required for access to Dynamic Hearing Technology or to maintain exclusivity over the term of this Agreement. IntriCon will continue to have the obligation to pay royalty payments under 4.9 and fees for services under 4.8.

 

4.6       In the event IntriCon has not yet paid the minimum payments and should IntriCon choose not to continue access to Dynamic Hearing Technology on an exclusive basis as referred to in 4.3, the following amounts will be payable:

 

 

(1)

the technology Access Fee payable quarterly in advance in equal installments at the beginning of each royalty quarter and;

 

9




 

(2)

any monthly fees for services and royalties are payable in accordance with clause 4.8 and royalty payments under 4.4 and 4.9.

 

4.7       Payment year 1 of this agreement shall start at the commencement date and the first royalty quarter will be completed at the end of the calendar quarter. Subsequent royalty quarters will correspond with the calendar quarters ending on the last days of March, June, September and December respectively.

 

4.8       Dynamic Hearing shall provide engineering and other services (hereinafter “Fees For Services”) to IntriCon on a timetable to be agreed upon in writing forming part of this agreement as an exhibit. Dynamic Hearing will invoice IntriCon on a quarterly basis 30 days from the end of the quarter for engineering and services that exceed 260 hours in a single month at the rate of $150 per hour. Payments for such services shall be due and payable within 30 days of the end of that royalty quarter. There will be no charge by Dynamic Hearing to IntriCon for the first 260 hours of engineering and services provided each month, however, any unused hours will not be carried forward as credit to subsequent months or be entitled to be offset against any future monthly amounts payable for engineering and services. IntriCon is entitled to utilize such engineering services for the HH, ALD or PADA markets.

 

Other service support (e.g. marketing or audiology) may be contracted at the same rates. If Dynamic Hearing staff are required by IntriCon to travel to meetings, all airfares, ground transportation, hotel bills and other out of pocket expenses will be paid by IntriCon.

 

4.9       Royalty Payments will be made only on the Base Product Unit, or on the Base Product portion of an Enhanced Product for any Base Product included in an Enhanced Product. The initial base rate of royalty shall include the use of the DSP Framework. In no case shall IntriCon pay Royalty Payments on any product or portion of any product other than for revenue received for Base Product Unit or for the Base Product portion of an Enhanced Product, and in the case a Base Product portion of an Enhanced Product such Base Product portion shall not be given a value that is influenced by its inclusion in the Enhanced Product. Royalty Payment for HH, ALD and PADA units that incorporate Dynamic Hearing Technology shall be paid according to the table set forth below:

 

Cumulative annual HH & ALD Volume that use the Framework

Ezairo Maximum Royalty Rate

SCHA Maximum Royalty Rate

Less Than 20,000 Units

10%

8%

20,000-50,000 units

9%

7%

50,000-100,000 units

8%

6%

100,000-200,000 units

7%

5%

200,000-500,000 units

6%

4%

500,000 to 1,000,000 units

5%

3%

Over 1,000,000

5%

1.5%

 

The maximum royalty rate identified in the table herein includes an initial base rate of 3% for each Ezairo DSP platform and 1% for each Single Chip Hearing Aid (SCHA) sold. A 2% royalty rate per Base Product Unit shall be added to the initial base rate for each DSP feature/module that is based on Dynamic Hearing Technology and that is added to a Base Product Unit. However, such additional Royalty Payments when added to the initial base rate shall not exceed in total the stated maximum rates specified in the table herein.

 

10




4.10      All amounts payable by IntriCon under this Agreement must be paid free and clear of and without any deduction or withholding for or on account of any present or future withholding tax, including any interest or penalties in relation to such tax (Withholding Taxes). If IntriCon is required to make any deduction or withholding for any Withholding Tax, then IntriCon must pay to Dynamic Hearing such additional amount to ensure that Dynamic Hearing receives such amount that would have been received by it as if no such withholding or deduction had been required.

 

 

1)

IntriCon must bear all stamp duty that may be levied on this Agreement. IntriCon must bear any other taxes, levies, imposts, charges, rates and duties that may be levied or imposed by a governmental authority on any person (including fines, penalties and interest) in connection with this Agreement (other than income tax payable to the Commonwealth of Australia by Dynamic Hearing).

 

 

2)

Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement.

 

 

3)

All amounts payable to Dynamic Hearing under this Agreement must be made without set-off, counterclaim or deduction.

 

5.0

Reports

 

5.1       Within thirty (30) days of the end of each payment quarter IntriCon must provide to Dynamic Hearing a statement of the actual number and value of Base Product Units Sold along with the number and value of DSP features/models sold with those Base Product Units by it or any Related Body Corporate. The statement must also include calculations of the per unit royalty in accordance with clause 4.9. Any royalty due for payment by IntriCon to Dynamic Hearing is payable at the same time the statement is provided.

 

5.2       A Royalty Payment will be due only once in respect of each Base Product Unit Sold, and the Royalty Payment will be due on the first Sale of the Base Product Unit by IntriCon or a Related Body Corporate.

 

5.3       Where, in any payment quarter, a Base Product Unit is, in good faith, returned to IntriCon, IntriCon is not required to pay any Royalty Payment on the Sale of that Base Product Unit. If IntriCon has paid a Royalty Payment on that Base Product Unit in a previous payment quarter, IntriCon may reduce the Royalty Payment due for the payment quarter in which the Base Product Unit is returned by the amount of any such Royalty paid.

 

6.0

Records and Audit

 

6.1       IntriCon must keep accurate and complete records of orders received, Base Product Units / DSP Features/Modules Sold and returned and all other records reasonably necessary to substantiate all Royalty Payments to be made to Dynamic Hearing under this Agreement.

 

11




6.2       IntriCon must make all such records available for inspection, copying and audit by an independent auditor appointed by Dynamic Hearing (and to which IntriCon has no reasonable objection) during ordinary business hours at any time during the Term and for a period of one year following the expiration or earlier termination of this Agreement, provided that:

 

 

(a)

such inspection, copying or audit must only be made after at least one Business Day’s written notice;

 

 

(b)

such audit must not unreasonably interfere with the day to day operations of IntriCon; and

 

 

(c)

such audit must be at Dynamic Hearing’s expense unless the auditor finds an underpayment royalty due under this Agreement in excess of 5% in which case IntriCon must reimburse Dynamic Hearing’s reasonable cost of such audit; and

 

 

(d)

Audits will be limited to one audit in any calendar year.

 

6.3       If in any audit, the auditor finds an underpayment or an overpayment of fees due under this Agreement, the party who has received the overpayment or has underpaid will within 7 days repay the excess or pay the shortfall (as the case may be) to the other party.

 

7.0

Confidentiality

 

7.1       Each party must:

 

 

(a)

not disclose any Confidential Information to any person, except in confidence as permitted by this Agreement;

 

 

(b)

not use any Confidential Information except as reasonably necessary for the purpose of putting this Agreement into effect (Permitted Purpose);

 

 

(c)

restrict access to Confidential Information to those of its employees and officers for whom such access is not reasonably necessary for the Permitted Purpose;

 

 

(d)

ensure that its employees and officers comply with this Agreement; and

 

 

(e)

not reproduce or record, or permit or cause any reproduction or recording of, any Confidential Information except to the extent reasonably necessary for the Permitted Purpose.

 

7.2       This Agreement is confidential and each party must not disclose any part of this Agreement to any person without the prior written consent of the other party.

 

12




7.3       This clause 7.0 does not apply where the party receiving the Confidential Information can prove that:

 

 

(a)

the information has become generally available to the public other than because of a breach of this Agreement, or any obligation of confidence owed to the disclosing party;

 

 

(b)

it has received the information from a third person, legally entitled to possess the information and provide it to that party, if that information is used, disclosed or otherwise dealt with in accordance with the rights or permission lawfully granted to that party by that third person; or

 

 

(c)

the disclosure of information is necessary to comply with any applicable law or legally binding order of any court, government, semi-government authority or administrative or judicial body or the applicable rules of any stock exchange, provided that before any such disclosure, the receiving party must, at its cost:

 

 

(i)

immediately notify the other party giving full details of the circumstances of the proposed disclosure and of the relevant information to be disclosed;

 

 

(ii)

give the other party a reasonable opportunity to protect or preserve the confidentiality of the relevant information;

 

 

(iii)

co-operate with the other party in any action taken under this paragraph (c); and

 

 

(iv)

in any event, take all reasonable steps to preserve the confidentiality of the information being disclosed.

 

8.0

Maintenance, Infringement and Third Party Proceedings

 

8.1       Dynamic Hearing will be solely responsible at its cost and at its discretion for applying for, obtaining, maintaining, defending and enforcing all aspects of all rights in respect of the Licensed Subject Matter and IntriCon must:

 

 

(a)

provide all reasonable assistance to Dynamic Hearing in any action which Dynamic Hearing may take in relation to any such matters; and

 

 

(b)

not take any action in relation to any such matters without the prior written consent of Dynamic Hearing, to be given at Dynamic Hearing’s absolute discretion.

 

8.2       IntriCon must notify Dynamic Hearing immediately upon becoming aware of:

 

 

(a)

any claim or allegation that the exercise of the rights under this Agreement constitutes an infringement of the rights of any third party; and

 

13




 

(b)

any third party’s infringement or threatened infringement of any rights subsisting in the Licensed Subject Matter.

 

9.0

Representations and Warranties

 

9.1       Dynamic Hearing hereby represents that, as at the Commencement Date none of the Key Personnel has any actual knowledge that, save for any rights claimed to be owned or held by the HIMPP, any rights of any third person may be infringed by the exercise, in accordance with this Agreement of the rights licensed under clause 3.

 

9.2       IntriCon accepts that neither Dynamic Hearing nor any person acting on its behalf has made any representation that (a) any patent applications comprised in the Technology will be granted in any part of the Territory or (b) any registered rights arising should any such applications be granted, will be, or any registered rights comprised in the Technology are, valid or enforceable.

 

9.3       Dynamic Hearing will not be responsible for:

 

 

(a)

the delivery, installation, or support of the Software to end-users of any Product or any other third party; or

 

 

(b)

the supply, service, installation, and maintenance of any product (including any Product) or any ancillary software required for communication with any other software or device used by IntriCon in relation to the Applications Software Platform or the DSP Platform (including those known as the HiPro interface, the MicroCONNECT interface, the NOAH Hearing Aid fitting database and the NOAH link interface).

 

10.0

Indemnity and Limitation of Liability

 

10.1      IntriCon must indemnify Dynamic Hearing and its Related Bodies Corporate and their respective directors, officers, employees and agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising out of or in connection with this Agreement, including liability arising in connection with:

 

 

(a)

any infringement of third party rights but only to the extent that such third party infringement results from the use of IntriCon Technology;

 

 

(b)

injury to any person (including death) or loss of or damage to property which may arise from or as a result of manufacture, importation, sale, offer for sale or use of any Product by IntriCon; or

 

 

(c)

any breach of this Agreement by IntriCon or its Related Bodies Corporate and their respective directors, officers, employees and agents or any unlawful or negligent act or omission of any of them but subject to the provisions of 10.3.

 

14




10.2      Dynamic Hearing must indemnify IntriCon and its Related Bodies Corporate and their respective directors, officers, employees and agents from and against any claims, losses, liabilities, costs, expenses (including investigative costs, court costs, legal fees, penalties, fines and interest) and damages of any kind (including those which are prospective or contingent) whatsoever and howsoever, directly or indirectly arising out of or in connection with this Agreement, including liability arising in connection with:

 

 

(a)

any infringement of third party rights that arise out of the exercise of the rights licensed under this Agreement; or

 

 

(b)

any breach of this Agreement by Dynamic Hearing or its Related Bodies Corporate and their respective directors, officers, employees and agents or any unlawful or negligent act or omission of any of them but subject to the provisions of 10.3.

 

10.3      To the maximum extent permitted by law and notwithstanding anything to the contrary in this Agreement:

 

 

(a)

all terms and warranties expressed or implied by any legislation, the common law, equity, trade, custom or usage or otherwise in relation to this Agreement are expressly excluded;

 

 

(b)

Dynamic Hearing is not liable in any way to IntriCon for any indirect, consequential, third party, special or incidental harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect commercial or economic loss of any kind whatsoever incurred by IntriCon whether in negligence, tort, equity, contract or otherwise, arising in connection with this Agreement;

 

 

(c)

IntriCon is not liable in any way to Dynamic Hearing for any indirect, consequential, third party, special or incidental harm, liability, expense, cost, loss or damage, loss of profits, loss of data, exemplary damages or any other indirect commercial or economic loss of any kind whatsoever incurred by Dynamic Hearing whether in negligence, tort, equity, contract or otherwise, arising in connection with this Agreement;

 

 

(d)

Dynamic Hearing’s aggregate liability to IntriCon for direct loss and damages and all other liability not described herein arising in connection with this Agreement whether in negligence, tort, equity, contract or otherwise, is limited to payment of damages recoverable at law or equity up to a maximum of (and, for the sake of clarity must not exceed) $5m; and

 

 

(e)

if any legislation implies in this Agreement any term or warranty which cannot be excluded or modified, the liability of Dynamic Hearing for a breach of any such term or warranty is limited, at the option of Dynamic Hearing, to any one or more of the following:

 

15




 

(i)

if the breach relates to goods:

 

 

(A)

the replacement of goods or the supply of equivalent goods; or

 

 

(B)

the repair of such goods; and

 

 

(ii)

if the breach relates to services: the supplying of the services again.

 

11.0

Termination

 

11.1      Notwithstanding any provision to the contrary in this Agreement, this Agreement may not be terminated by either party prior to two years from the commencement date other than for the failure to pay the first and second yearly minimum payments as defined in section 4.3.

 

11.2      Subject to the provisions of 11.1, either party may terminate this Agreement immediately by written notice to the other party if:

 

 

(a)

the other party breaches a material term of this Agreement (unless the breach is capable of remedy, in which case if the other party fails to remedy the breach within 30 days after being required by written notice to do so)

 

11.3      Dynamic Hearing may terminate this Agreement immediately by written notice to IntriCon if IntriCon:

 

 

(a)

enters into any form of insolvency or administration including the following:

 

 

(i)

stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

 

 

(ii)

becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them;

 

 

(b)

sells a significant portion of its assets or undertaking.

 

11.4      IntriCon may terminate this Agreement immediately by written notice to Dynamic Hearing if Dynamic Hearing:

 


16




 

(a)

enters into any form of insolvency or administration including the following:

 

 

(i)

stops or suspends or threatens to stop or suspend payment of all or a class of its debts; or

 

 

(ii)

becomes insolvent, has an application or order made, proceedings commenced, a resolution passed or proposed in a notice of meeting, an application to a court made or other steps taken against or in respect of it for its winding up, deregistration or dissolution or for it to enter an arrangement, compromise or composition with or assignment for the benefit of its creditors, a class of them or any of them;

 

 

(b)

sells a significant portion of its assets or undertaking.

 

11.5       (a)           Subject to the provisions of 11.1, IntriCon may terminate this Agreement upon three (3) months written notice to Dynamic Hearing, such notice stating that IntriCon will cease making payments, either minimum or second component payments or both, and such termination shall not be considered a breach of this Agreement.

 

 

(b)

Subject to the provisions of 11.1, Dynamic Hearing may terminate this Agreement upon three (3) months written notice to IntriCon of such termination.

 

 

11.6

Termination or expiry of this Agreement will not affect:

 

 

(a)

any rights or remedies of the parties which may have accrued before the date of termination;

 

 

(b)

the rights and obligations of the parties which by their nature survive termination, including clauses 6, 7, 8, 9, and 10.

 

 

11.7

Upon the effective date of expiry or termination of this Agreement for any reason whatsoever:

 

 

(a)

IntriCon must return all original media and documentation and all copies thereof relating to the Licensed Subject Matter and Confidential Information and all associated documents supplied under this Agreement or otherwise in IntriCon’s possession, custody or control except for such media and documentation necessary to continue selling existing products;

 

 

(b)

On Dynamic Hearing’s request, IntriCon must procure one of its executive officers to certify (by way of statutory declaration) that it has complied with its obligations under clause 11.7(a).

 


17




 

(c)

All rights granted under this Agreement in relation to the Licensed Subject Matter will cease except as otherwise provided herein as to existing products;

 

provided that IntriCon may

 

 

(i)

retain one copy of the Software until the fifth anniversary of such effective date; and

 

 

(ii)

Use such Software until the fifth anniversary of such effective date solely as reasonably necessary to repair and maintain any Base Product Units Sold under this Agreement on or before such effective date, for the period (if any, until such anniversary) while such Base Product Unit is covered by a warranty granted by IntriCon and as otherwise provided herein as to existing products.

 

 

(d)

Notwithstanding anything herein to the contrary, IntriCon shall have a right after termination to continue selling existing products that include the Dynamic Hearing Technology as long as IntriCon pays the appropriate royalties in accordance with the payment clauses in section 4.9 and, for the avoidance of doubt, such other clauses of this Agreement (including 4.3, 4.10, 5, 6 and 10.1 will continue to apply in respect of such sales. Existing products are those products that IntriCon is selling at the date of termination of this Agreement.

 

 

(e)

IntriCon is not obligated to pay any royalties, Minimum Payments or technology Access Fee after termination of this agreement if IntriCon stops selling Base Product Units, and/or Basic Product Units incorporated into Enhanced Products.

 

11.8      Upon the Effective Date of expiry or termination of this Agreement for any reason whatsoever:

 

 

(a)

Dynamic Hearing must return all original media and documentation and all copies thereof relating to IntriCon’s Technology and Confidential Information provided to Dynamic Hearing from IntriCon and all associated documents supplied under this Agreement to Dynamic Hearing from IntriCon under Dynamic Hearing’s possession, custody control;

 

 

(b)

on IntriCon’s request, Dynamic Hearing must procure one of its directors to certify (by way of statutory declaration) that it has complied with its obligations under clause 11.7(a).

 

11.9      Nothing in this clause 11.0 is intended to prevent end-users of Products continuing to use the Products or to require such end-users to return or destroy any Product.

 


18




12.0

General Provisions

 

12.1      Any notice, demand, consent or other communication (Notice) given or made under this Agreement:

 

 

(a)

must be in writing and signed by a person duly authorized by the sender;

 

 

(b)

must be delivered to the intended recipient by prepaid post (or, if posted to an address in another country, by registered airmail or private air courier) or by hand or fax to the address or fax number below or the address or fax number last notified by the intended recipient to the sender:

 

(i) to Dynamic Hearing:

Chief Executive Officer

2 Chapel Street, Richmond, VIC 3121

AUSTRALIA

Fax :+613 8420 8599

 

 

(ii) to IntriCon:

President

1260 Red Fox Road

Arden Hills, Minnesota 55112

United States

Fax: +651 636 9503

 

 

(c)

will be taken to be duly given or made:

 

 

(i)

in the case of delivery in person, when delivered;

 

 

(ii)

in the case of delivery by post, two Business Days after the date of posting (if posted to an address in the same country) or seven Business Days after the date of posting (if posted to an address in another country); and

 

 

(iii)

in the case of fax, on receipt by the sender of a transmission control report from the dispatching machine showing the relevant number of pages and the correct destination fax machine number or name of recipient and indicating that the transmission has been made without error, but if the result is that a Notice would be taken to be given on a day that is not a Business Day in the place to which the Notice is sent or is later than 4:00pm (local time) it will be taken to have been duly given or made at the commencement of business on the next Business Day in that place.

 

12.2      This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings between the parties in connection with such subject matter.

 

12.3      No amendment or variation of this Agreement is valid or binding on either party unless made in writing and executed by both parties.

 

19




12.4      Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.

 

12.5      No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

 

12.6      IntriCon may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Dynamic Hearing. Likewise, Dynamic Hearing may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of IntriCon.

 

12.7      This Agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

 

12.8      This Agreement is governed by the laws of Victoria, Australia and the parties submit to the jurisdiction of the courts of Victoria, Australia. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 


DYNAMIC HEARING PTY LTD

 

INTRICON CORPORATION

 

 

 

/s/ Elaine Saunders

 

/s/ Mark S. Gorder

Printed Name:

Elaine Saunders

 

Printed Name:

Mark S. Gorder

Title:

CEO

 

Title:

President & CEO

Dated:

July 20, 2008

 

Dated:

July 16, 2008

 

 




20




EXHIBIT A

 

Technology

DSP FrameWorkTM means DSP software implementing program switching, volume control, reading and writing programs, program beeps, and battery monitoring.

 

 

 

ADRO® Technology means the invention described in patent application PCT/AU99/00076 which is the subject of the following patents and patent applications:

AU761865
EP11172020
US 6,731,767
CA 2,361,544
JP 2000-597976

 

and 32 channel ultra-low-delay ADRO® amplification the subject of Patent application US11/283540.

 

 

 

Note that Dynamic Hearing does not have rights to ADRO for electrical stimulation of the auditory system and that the rights to ADRO for electrical stimulation are thus explicitly excluded from this Agreement.

 

 

 

Wide Dynamic Range Compression Technology means digital signal processing technology that provides level-dependent amplification of the input signal in multiple frequency bands.

 

 

 

Adaptive Directional Microphone Technology means the technology that is the subject of Australian Patent Application 2004310722 entitled “Adaptive Directional Systems.”

 

 

 

Fixed Directional Microphone Technology means digital signal processing technology that implements a preferential fixed response to sound from a forward direction.

 

 

 

 

21




 

Omni-Directional Microphone Technology means digital signal processing technology that implements a fixed response to sound from all directions.

 

 

 

 

 

The Adaptive Directional Microphone Technology, Fixed Directional Microphone Technology and Omni-Directional Microphone Technology are collectively known as the Microphone Technology.

 

 

 

 

 

Single-channel Noise Reduction Technology means digital signal processing technology that reduces the output signal level by an amount related to the internal noise level in multiple frequency bands.

 

 

 

 

 

Multi-channel Noise Reduction Technology means digital signal processing technology that reduces the output signal level by an amount related to the internal noise level in multiple frequency bands.

 

 

 

 

 

Active Feedback Cancellation Technology means the technology of the subject of US patent 6876751.

 

 

 

 

 

Oscillation Detection Technology means the technology of the subject of United States Patent 7302070.

 

 

 

 

 

Oscillation Suppression Technology means digital signal processing technology that reduces the maximum gain temporarily, in an individual frequency band, when a sustained oscillation is detected in that band as more particularly described in European Patent Application 04734786.9 entitled “Oscillation Suppression”.

 

 

 

 

 

(The Active Feedback Cancellation Technology, Oscillation Detection Technology and Oscillation Suppression Technology are collectively known as the Feedback Technology).

 

 

 

 

 

Datalogging Technology means software that allows recording of events occurring during use of the device to non-volatile memory.

 

 

 

 

 

Dynamic Display is a feature that allows parameters of each DSP module to be accessed and displayed in real time without interrupting normal operation of the device.

 

 

 

 

 

Environmental Noise Reduction means digital signal processing that suppresses environmental noise.

 

 

 

 

 

 


22




EXHIBIT B

HEARING AID DESIGNER SOFTWARE

 

Software

The Hearing Aid DesignerTM is software comprising the DSP Software, the Manufacturers’ Toolkit, the designCOMTM applications programming interface, and source code sufficient to enable the development and integration of new DSP modules by the Licensee.

 

 

 

(DSP Software means the embedded software that implements the Technology on the DSP Platform.)

 

 

 

Library Software means the designCOM software that runs on the Applications Software Platform to communicate with, and configure, the DSP Software on the DSP Platform, and the ADROpredict software that provides initial estimates of the ADRO fittings for a given audiogram and comfortable level measures.

 

 

 

Manufacturers’ Toolkit means the manufacturing software that allows configuration and calibration of Products.

 

 

 

Unless expressly specified in this Exhibit, Dynamic Hearing will have no obligation to provide updates or revisions to, or new versions of, any software.

 

 

 

(Collectively, the above software is known as the Hearing Aid Designer SoftwareTM).

 

 

Applications
Software Platform

The Applications Software Platform for Library Software is:

Windows 2000, Windows XP, or Windows Vista operating system running on a Personal Computer connected to the Hearing Aid via a HiPro, or NOAHLink interface device.

 

 



23




EXHIBIT C

Dynamic Hearing’s Identified Customers


GN RESOUND GROUP and INTERTON ELECTRONIC HÖRGERÄTE GMBH

Existing License Agreement

 

RION CO. LTD.

Existing License Agreement

 

SONIC INNOVATIONS INC.

Existing License Agreement

 

AUDIO CONTROLE INC.

Existing License Agreement

 

EARLENS CORPORATION

Existing License Agreement

 

AUSTRALIA HEARS PTY LTD

Existing License Agreement

 

AMERICA HEARS INC.

Existing License Agreement

 

VITASOUND AUDIO INC.

Existing License Agreement

 

SONOMAX HEARING HEALTH INC.

Existing License Agreement

 

PANASONIC

Commercial negotiations underway

 

 

 

24



EX-21 7 intricon091036_ex21.htm LIST OF SIGNIFICANT SUBSIDIARIES OF THE COMPANY INTRICON CORPORATION EXHIBIT 21 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 21

Significant Subsidiaries of
IntriCon Corporation

 

 

 

Subsidiary

 

Place of Incorporation

 

 

 

IntriCon GmbH

 

Germany

 

 

 

Vertrieb von Elecktronikteilen

 

 

 

 

 

IntriCon, Inc. (formerly Resistance Technology, Inc.)

 

Minnesota

 

 

 

RTI Electronics, Inc.

 

Delaware

 

 

 

IntriCon PTE LTD.

 

Singapore

 

 

 

Intricon Tibbetts Corporation

 

Maine




EX-23.1 8 intricon091036_ex23-1.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INTRICON CORPORATION EXHIBIT 23.1 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
IntriCon Corporation:

We consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 33-33712) and Forms S-8 (No. 333-16377, 333-66433, 333-59694, 333-129104, 333-134256 and 333-145577) of IntriCon Corporation (formerly Selas Corporation of America) of our report dated March 3, 2009 which appears on page 38, and our report dated March 3, 2009 which appears on page 71, of this annual report on Form 10-K for the year ended December 31, 2008.

/s/ Virchow Krause & Company, LLP

Minneapolis, Minnesota
March 3, 2009






EX-31.1 9 intricon091036_ex31-1.htm CERTIFICATION OF PEO PURSUANT TO SECTION 302 INTRICON CORPORATION EXHIBIT 31.1 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 31.1

CERTIFICATION

I, Mark S. Gorder, certify that:

1. I have reviewed this annual report on Form 10-K of IntriCon Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2009

 

 

 

/s/ Mark S. Gorder

 

Chief Executive Officer

 

(principal executive officer)



EX-31.2 10 intricon091036_ex31-2.htm CERTIFICATION OF PFO PURSUANT TO SECTION 302 INTRICON CORPORATION EXHIBIT 31.2 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 31.2

CERTIFICATION

I, Scott Longval, certify that:

1. I have reviewed this annual report on Form 10-K of IntriCon Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 3, 2009

 

 

 

    /s/Scott Longval

 

Chief Financial Officer

 

(principal financial officer)



EX-32.1 11 intricon091036_ex32-1.htm CERTIFICATION OF PEO PURSUANT TO SECTION 906 INTRICON CORPORATION EXHIBIT 32.1 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C.SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark S. Gorder, Chief Executive Officer (principal executive officer) of IntriCon Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

 

 

 

1)

the annual report on Form 10-K of the Company for the year ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

 

 

2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 3, 2009

 

 

 

 

       /s/ Mark S. Gorder

 

 

       Mark S. Gorder

 

       President and Chief Executive Officer

 

       (principal executive officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.




EX-32.2 12 intricon091036_ex32-2.htm CERTIFICATION OF PFO PURSUANT TO SECTION 906 INTRICON CORPORATION EXHIBIT 32.2 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C.SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott Longval, Chief Financial Officer (principal financial officer)of IntriCon Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

 

 

 

 

1)

the annual report on Form 10-K of the Company for the year ended December 31, 2008 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

 

 

2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 3, 2009

 

 

 

 

   /s/ Scott Longval

 

 

Scott Longval

 

Chief Financial Officer and Treasurer (principal financial officer)

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.




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