10-K 1 intricon150860_10k.htm FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

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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, 2014
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:    
     
    Name of each exchange on
Title of each class   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 ☐  No ☒

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 ☐  No ☒

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 ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ☒  No ☐

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 registrants 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.  ☒

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 ☐ Accelerated filer ☐
   
Non-accelerated filer ☐   (Do not check if a smaller reporting company) Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined by rule 12b-2 of the Act). Yes ☐   No ☒
 



 
The aggregate market value of the voting common shares held by non-affiliates of the registrant on June 30, 2014 was $43,317,476. 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 19, 2015 was 5,848,286.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s definitive proxy statement for the 2015 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, as amended or the Securities Exchange Act of 1934, as amended.
 

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Company Overview

IntriCon Corporation (together with its subsidiaries referred herein as the “Company”, or “IntriCon”, “we”, “us” or “our”) is an international company engaged in designing, developing, engineering and manufacturing body-worn devices.  The Company serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature products, microelectronics, micro-mechanical assemblies, complete assemblies and software solutions, primarily for medical bio-telemetry devices, value hearing health devices and professional audio communication devices. The Company, headquartered in Arden Hills, Minnesota, has facilities in Minnesota, California, Singapore, Indonesia and Germany, and operates through subsidiaries. The Company is a Pennsylvania corporation formed in 1930.  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.

Currently, the Company operates in one operating segment, the body-worn device segment. On June 13, 2013, the Company announced a global restructuring plan to accelerate future growth and reduce costs by approximately $3.0 million annually. As part of the restructuring, the Company sold its security and certain microphone and receiver operations on January 27, 2014 to Sierra Peaks Corporation. For all periods presented, the Company classified these businesses as discontinued operations, and, accordingly, has reclassified historical financial data presented herein.

Information contained in this Annual Report on Form 10-K and expressed in U.S. dollars or number of shares are presented in thousands (000s), except for per share data and as otherwise noted.
 
Business Highlights
 
Major Events in 2014
 
The Company reported its strongest financial results in over a decade, including its strongest revenue, margin and earnings.
 
On December 4, 2014 the Company announced an exclusive distribution agreement with PC Werth in the United Kingdom. PC Werth, through its partnership with IntriCon, has been appointed as one of the main suppliers to the National Health Service (NHS) Supply Chain’s National Framework. The NHS is the largest purchaser of hearing aids in the world, supplying an estimated 1.2 million hearing aids annually.
 
On February 14, 2014, the Company and its domestic subsidiaries entered into a Sixth Amendment to the Loan and Security Agreement and Waiver with The PrivateBank and Trust Company, which among other things extended the maturity date of the term loan and revolving credit facility to February 28, 2018 (refer to Note 7).
 
On January 27, 2014, the Company sold its remaining security and certain microphone and receiver operations;, which marked the final milestone in the global strategic restructuring plan announced in 2013.
 
Major Events in 2013
 
On June 13, 2013, the Company announced a global strategic restructuring plan designed to accelerate the Company’s future growth by focusing resources on the highest potential growth areas and reduce costs by approximately $3.0 million annually. As part of this plan, the Company reduced investment in certain non-core professional audio communications product lines; transferred specific product lines from Singapore to the Company’s lower-cost manufacturing facility in Batam, Indonesia; reduced its global administrative and support workforce; transferred the medical coil operations from the Company’s Maine facility to Minnesota to better leverage existing manufacturing capacity, added experienced professionals in value hearing health; and focused more resources in medical biotelemetry. During the 2013 third quarter, the Company’s customer, Medtronic, received Food and Drug Administration (FDA) approval for their MiniMed 530G insulin pump. Medical market sales strengthened in the 2013 fourth quarter as Medtronic ramped for its launch of the MiniMed 530G.
 
Major Events in 2012
 
In August 2012, the Company sold its 50% interest in its Global Coils joint venture, to joint venture partner Audemars SA. Global Coils is in the business of marketing, designing, manufacturing, and selling audio coils to the hearing health industry. Audemars paid $426 in cash at closing and will make future recurring royalty payments as specified in the purchase agreement. Audemars also transferred certain hearing health inventory to IntriCon. The Company recorded a gain on the sale of $822, or $.14 per diluted share, in the gain on sale of investment in partnership line of the accompanying statement of operations.

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Market Overview:
 
IntriCon serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature products, microelectronics, micro-mechanical assemblies, complete assemblies and software solutions, primarily for medical bio-telemetry devices, value hearing health devices and professional audio communication devices. Revenue from the medical bio-telemetry and value hearing health markets is reported on the respective medical and hearing health lines in the discussion of our results of operations in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 18 “Revenue by Market” to the Company’s consolidated condensed financial statements included herein.
 
Value Hearing Health Market
The Company believes the value hearing health (VHH) market offers significant growth opportunities. In the United States alone, there are approximately 48 million adults that report some degree of hearing loss. In adults the most common cause of hearing loss is aging and noise. In fact, by the age of 65 year old, one out of three people have hearing loss. The hearing impaired population is expected to grow significantly over the next decade due to an aging population and more frequent exposure to loud sounds that can cause noise-induced hearing loss. It is estimated that hearing aids can help more than 90 percent of people with hearing loss, however the current market penetration into the U.S. hearing impaired population is approximately 20 percent, a percentage that has remained essentially unchanged for the last four decades. We believe the U.S. market penetration is low primarily due to the high costs to purchase a hearing aid, consolidation at the retail level and inconveniences in the distribution channel. These factors have created the opportunity for alternative care models, such as the value hearing aid (VHA) channel and personal sound amplifier (PSAP) channel. The VHA channel is outcome based focused and requires the best device and software technology, to provide the most efficient, lowest cost solution to the consumer.   IntriCon has positioned itself as a leader in these channels through significant, on-going investments in sales and marketing and its research and development. The Company is aggressively pursuing prospective partnerships and customers who can benefit from our value proposition and the VHA and PSAP channels.
 
In the VHA channel, the Company entered into a manufacturing agreement with hi HealthInnovations, a UnitedHealth Group company, to become their supplier of hearing aids. At the beginning of 2012, hi HealthInnovations launched a suite of high-tech, lower-cost hearing devices for their Medicare and Part D participants and later in the year announced they were increasing this offering to the over 26 million people enrolled in their employer-sponsored and individual health benefit plans. Recently they have expanded their offering to include a hearing aid discount program for health plans. This program is available nationwide to all health insurers, including employer-sponsored, individual and Medicare plans. The insurance model has been successfully demonstrated internationally, where several countries providing a full insurance program are serving 40 to 70 percent of the hearing impaired population. Further, research in the U.S. has shown a fully insured model will encourage an individual to seek treatment at an earlier stage of hearing loss, greatly increasing the market size and penetration. The Company also has various international VHA initiatives. In 2014 the Company entered into an exclusive distribution agreement with PC Werth in the United Kingdom. PC Werth, through its partnership with IntriCon, has been appointed as one of the main suppliers to the National Health Service (NHS) Supply Chain’s National Framework. The NHS, which offers free hearing health care to UK citizens, is the largest purchaser of hearing aids in the world, supplying an estimated 1.2 million hearing aids annually.
 
We also believe there are niches in the conventional hearing health channel that will embrace our VHA proposition. High costs of conventional devices and retail consolidation have constrained the growth potential of the independent audiologist and dispenser.  We believe our software and product offering can provide the independent audiologist and dispensers the ability to compete with larger retailers, such as Costco and manufacturer owned retail distributors.
 
In the past few years the PSAP channel, which includes ear worn devices that provide cost effective sound amplification, has begun to emerge.  These sound amplification devices are not regulated by the FDA, as they are hearing aids and make no claims of compensating for hearing loss. They can be purchased “off-the-shelf” and are not fit or prescribed to meet a specific individual’s needs rather, these devices amplify sound and tend to be used in noisy or challenging environments. They have a significantly lower retail price to the consumer than traditional hearing aids. Additionally, the Company believes there is great potential to market its situational listening devices (SLD’s). Similar to the PSAP devices, the Company’s SLD’s are intended to help people hear in noisy environments, like restaurants and automobiles, and listen to television, music, and direct broadcast by wireless connection. Such devices are intended to be supplements to conventional hearing aids, which do not handle those situations well. The product line consists of an earpiece, TV transmitter, companion microphone, iPod/iPhone transmitter, and USB transmitter.
 
We believe IntriCon is very well positioned to serve these VHH market channels. Over the past several years the Company has invested heavily in core technologies, product platforms and its global manufacturing capabilities geared to provide high-tech, lower-cost hearing devices and can help drive efficiencies in the delivery model. Our DSP devices provide better clarity and an improved ability to filter out background noise at attractive pricing points. We believe product platform introductions such as the Audion Amplifiers, APT™ and Lumen™ devices will drive market share gains into all channels of the emerging VHH market.
 

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Medical Bio-Telemetry
In the medical bio-telemetry market, the Company is focused on sales of bio-telemetry devices for life-critical diagnostic monitoring. Using our nanoDSP and BodyNet™ technology platforms, the Company manufactures microelectronics, micro-mechanical assemblies, high-precision injection-molded plastic components and complete bio-telemetry devices for emerging and leading medical device manufacturers. The medical industry is faced with pressures to reduce the cost of healthcare. Driven by core technologies, such as the IntriCon Physiolink™ that wirelessly connects patients and care givers in non-traditional ways, IntriCon helps shift the point of care from expensive traditional settings, such as hospitals, to less expensive non-traditional settings like the home. IntriCon currently serves this market by offering medical manufacturers the capabilities to design, develop and manufacture medical devices that are easier to use, are more miniature, use less power, and are lighter. Increasingly, the medical industry is looking for wireless, low-power capabilities in their devices. We have a strategic relationship with Advanced Medical Electronics Corp. (AME) that allows us to develop new bio-telemetry devices that better connect patients and care givers, providing critical information and feedback. Through the further development of our ULP BodyNet family, we believe the bio-telemetry markets offer significant opportunity.
 
IntriCon currently has a strong presence in both the diabetes and cardiac diagnostic monitoring bio-telemetry markets. For diabetes, IntriCon has partnered with Medtronic to manufacture their wireless continuous glucose monitors, sensors, and related accessories that measure glucose levels and deliver real-time blood glucose trend information. During the 2013 third quarter, Medtronic received Food and Drug Administration (FDA) approval for their MiniMed 530G insulin pump system. To support their MiniMed 530G system launch in the United States, IntriCon built and sold significant inventory from the fourth quarter of 2013 through the first half of 2014.  In addition to the MiniMed 530G system, the products we manufacture also support Medtronic’s international insulin pump system offerings, such as the recently unveiled MiniMed 640G system.  Further, we believe there are opportunities to expand our diabetes product offering with Medtronic as well as move into new markets outside of the diabetes market.
 
In the cardiac diagnostic monitoring market, we provide solutions for ambulatory cardiac monitoring. Our first two product platforms, Sirona and Centauri, received FDA 510(k) approval in late 2011. The Sirona platform, which incorporates the PhysioLink technology, is essentially two products in one design: it can be used as an event recorder, a holter monitor or both. This platform is very small, rechargeable, and water spray proof. IntriCon is receiving feedback from its customers about the treatment flexibility and economic benefits of remote patient monitoring. The Company has contracts in place with lead customers for the Sirona platform and anticipates expanding that customer base during the first quarter of 2015.
 
IntriCon has a suite of medical coils and micro coils that it offers to various original equipment manufacturing (OEM) customers. These products are currently used in pacemaker programming and interventional catheter positioning applications. As part of the global restructuring initiative, the Company is increasing its investment of resources and capital to help expand our customer base and market share.
 
IntriCon manufactures bubble sensors and flow restrictors that monitor and control the flow of fluid in an intravenous infusion system as well as a family of safety needle products for an OEM customer that utilizes IntriCon’s insert and straight molding capabilities. These products are assembled using full automation, including built-in quality checks within the production lines.
 
Lastly, IntriCon is targeting other emerging biotelemetry and home care markets, such as sleep apnea, that could benefit from its capabilities to develop devices that are more technologically advanced, smaller and lightweight. To do so, IntriCon is focusing more capital and resources in sales and marketing  and research and development to expand its reach to other large medical device and health care companies.
 
Professional Audio Communications
IntriCon entered the high-quality audio communication device market in 2001, and now has a line of miniature, professional audio headset products used by customers focusing on emergency response needs. The line includes several communication devices that are extremely portable and perform well in noisy or hazardous environments. These products are well suited for applications in the fire, law enforcement, safety, aviation and military markets. In addition, the Company has a line of miniature ear- and head-worn devices used by performers and support staff in the music and stage performance markets. We believe performance in difficult listening environments and wireless operations will continue to improve as these products increasingly include our proprietary nanoDSP, wireless nanoLink and PhysioLink technologies.
 

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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.

Core Technologies Overview:
Our core technologies expertise is focused on three main markets: medical bio-telemetry, value hearing health and professional audio communications. Over the past several years, the Company has increased investments in the continued development of four critical core technologies: Ultra-Low-Power (ULP) Digital Signal Processing (DSP), ULP Wireless, Microminiaturization, and Miniature Transducers. These four core technologies serve as the foundation of current and future product platform development, designed to meet the rising demand for smaller, portable more advanced devices and the need for greater efficiencies in the delivery models. The continued advancements in this area have allowed the Company to further enhance the mobility and effectiveness of miniature body-worn devices.

ULP DSP
DSP converts real-world analog signals into a digital format. Through our nanoDSP™ technology, IntriCon offers an extensive range of ULP DSP amplifiers for hearing, medical and professional audio applications. Our proprietary nanoDSP incorporates advanced ultra-miniature hardware with sophisticated signal processing algorithms to produce devices that are smaller and more effective.

The Company further expanded its DSP portfolio including improvements to its Reliant CLEAR™ feedback canceller, offering increased added stable gain and faster reaction time. Additionally, newly developed DSP technologies are utilized in our recently unveiled Audion8™, our new eight-channel hearing aid amplifier. The Audion8 is a feature-rich amplifier designed to fit a wide array of applications. In addition to multiple compression channels, the amplifier has a complete set of proven adaptive features which greatly improve the user experience.

ULP Wireless
Wireless connectivity is fast becoming a required technology, and wireless capabilities are especially critical in new body-worn devices. IntriCon’s BodyNet™ ULP technology, including the nanoLink™ and PhysioLink™ wireless systems, offers solutions for transmitting the body’s activities to caregivers, and wireless audio links for professional communications and surveillance products. Potential BodyNet applications include electrocardiogram (ECG) diagnostics and monitoring, diabetes monitoring, sleep apnea studies and audio streaming for hearing devices.

IntriCon is in the final stages of commercializing its PhysioLink wireless technology, which will be incorporated into product platforms serving the medical, hearing health and professional audio communication markets. This system is based on 2.4GHz proprietary digital radio protocol in the industrial-scientific-medical (ISM) frequency band and enables audio and data streaming to ear-worn and body-worn applications over distances of up to five meters.

Microminiaturization
IntriCon excels at miniaturizing body-worn devices. We began honing our microminiaturization skills over 30 years ago, supplying components to the hearing health industry. Our core miniaturization technology allows us to make devices for our markets that are one cubic inch and smaller. We also are specialists in devices that run on very low power, as evidenced by our ULP wireless and DSP. Less power means a smaller battery, which enables us to reduce size even further, and develop devices that fit into the palm of one’s hand.

Miniature Transducers
IntriCon’s advanced transducer technology has been pushing the limits of size and performance for over a decade. Included in our transducer line are our miniature medical coils and micro coils used in pacemaker programming and interventional catheter positioning applications. We believe with the increase of greater interventional care that our coil technology harbors significant value.

Marketing and Competition:
IntriCon intends to focus more capital and resources in marketing and sales to expand its reach into large medical device and healthcare companies in the medical bio-telemetry and value hearing health markets outlined above.  The Company believes this will allow us to advance our technology portfolio, advance new product platforms, strengthen customer relationships and expand our market knowledge.

Currently, IntriCon sells its hearing instrument components directly to domestic hearing instrument manufacturers and distributors through an internal sales force.  Sales of medical and professional audio communications products are also made primarily through an internal sales force.  In recent years, a small number of companies have accounted for a substantial portion of the Company’s sales.

In 2014, one customer accounted for approximately 37 percent of the Company’s net sales. During 2014, the top five customers accounted for approximately $38,690, or 57% percent, of the Company’s net sales. See note 4 to the consolidated financial statements for a discussion of net sales and long-lived assets by geographic area.
 

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Internationally, sales representatives employed by IntriCon GmbH (GmbH), a wholly owned German subsidiary, solicit sales from European hearing instrument, medical device and professional audio communications manufacturers and suppliers.

IntriCon believes that it is the largest supplier worldwide of micro-miniature electromechanical components to hearing instrument manufacturers and that its full product line, automated manufacturing process and low cost manufacturing capabilities in Asia, allow it to compete effectively with other manufacturers within this market. In the market of hybrid amplifiers and molded plastic faceplates, 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 December 31, 2014, the Company had a total of 561 full time equivalent employees, of whom 36 are executive and administrative personnel, 17 are sales personnel, 26 are engineering personnel and 482 are 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 consumer and medical products and parts, 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 ULP wireless 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 $4,832, $4,181, and $4,481 in 2014, 2013 and 2012, respectively. These amounts are net of customer and grant reimbursed research and development. In 2013, the Company filed for a Minnesota research and development tax credit of $567, which lowered the research and development expenditure for the year.

IntriCon owns a number of United States patents which cover a number of product designs and processes.  Although the Company believes that these patents collectively add value to the Company, the costs associated with the submission of patent applications are expensed as incurred given the uncertainty of the patents providing future economic benefit to the Company.

Regulation. A large portion of our business operates in a marketplace subject to extensive and rigorous regulation by the FDA and by comparable agencies in foreign countries.  In the United States, the FDA regulates the design control, development, manufacturing, labeling, record keeping, and surveillance procedures for medical devices.
 
United States Food and Drug Administration
FDA regulations classify medical devices based on perceived risk to public health as either Class I, II or III devices. Class I devices are subject to general controls, Class II devices are subject to special controls and Class III devices are subject to pre-market approval (“PMA”) requirements. While most Class I devices are exempt from pre-market submission, it is necessary for most Class II devices to be cleared by a 510(k) pre-market notification prior to marketing. 510(k) establishes that the device is “substantially equivalent” to a legally marketed predicate device which was legally marketed prior to May 28, 1976 or which itself has been found to be substantially equivalent, through the 510(k) process, after May 28, 1976. It is “substantially equivalent” if it has the same intended use and the same technological characteristics as the predicate. The 510(k) pre-market notification must be supported by data establishing the claim of substantial equivalence to the satisfaction of the FDA. The process of obtaining a 510(k) clearance typically can take several months to a year or longer. If the product is notably new or different and substantial equivalence cannot be established, the FDA will require the manufacturer to submit a PMA application for a Class III device that must be reviewed and approved by the FDA prior to sale and marketing of the device in the United States. The process of obtaining PMA approval can be expensive, uncertain, lengthy and frequently requires anywhere from one to several years from the date of FDA submission, if approval is obtained at all. The FDA controls the indicated uses for which a product may be marketed and strictly prohibits the marketing of medical devices for unapproved uses. The FDA can withdraw products from the market for failure to comply with laws or the occurrence of safety risks.
 
All of our current hearing aid devices are air conduction devices and, as such, are Class I medical devices, exempt from the 510(k) submission process. They are typically marketed to FDA approved manufacturers with IntriCon assisting in the design, development and production. Our ECG recorder devices are classified as Class II medical devices and have received 510(k) clearance from the FDA. Our manufacturing operations are subject to periodic inspections by the FDA, whose primary purpose is to audit the Company’s compliance with the Quality System Regulations published by the FDA and other applicable government standards. Strict regulatory action may be initiated in response to audit deficiencies or to product performance problems. We believe that our manufacturing and quality control procedures are in compliance with the requirements of the FDA regulations and this has been substantiated with no findings cited during our most recent FDA audit in December of 2013.

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International Regulation
International regulatory bodies have established varying regulations governing product standards, packaging and labeling requirements, import restrictions, tariff regulations, duties and tax. Many of these regulations are similar to those of the FDA. We believe we are in compliance with the regulatory requirements in the foreign countries in which our medical devices are marketed.
 
The registration system for our medical devices in the EU requires that our quality system conform to international quality standards and that our medical devices conform to “essential requirements” set forth by the Medical Device Directive (“MDD”). Manufacturing facilities and processes under which our ECG recorder devices are produced are inspected and audited by our International Organization for Standardization (“ISO”) registrar British Standards Institute (“BSI”). Our authorized representative, CE Partner 4U, maintains our technical file and registers our products with competent authorities in all EU member states. Manufacturing facilities and processes under which all of our other medical devices are produced are inspected and audited annually by the BSI. These audits verify our compliance with the essential requirements of the MDD. These certifying bodies verify that our quality system conforms to the international quality standard ISO 13485:2003 and that our products conform to the “essential requirements” and “supplementary requirements” set forth by the MDD for the class of medical devices we produce. These certifying bodies also certify our conformity with both the quality standards and the MDD requirements, entitling us to place the “CE” mark on all of our ECG recorder devices. Our hearing aid devices typically bear the CE mark of our customers who assume regulatory responsibilities for those devices. In 2014, IntriCon obtained “CE” certification for our own hearing aid devices and we are prepared to supply these devices into the European market.

Third Party Reimbursement
The availability and level of reimbursement from third-party payers for procedures utilizing our products is significant to our business. Our products are purchased primarily by OEM customers who sell into clinics, hospitals and other end-users, who in turn bill various third party payers for the services provided to the patients. These payers, which include Medicare, Medicaid, private health insurance plans and managed care organizations, reimburse all or part of the costs and fees associated with the procedures utilizing our products.
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In response to the national focus on rising health care costs, a number of changes to reduce costs have been proposed or have begun to emerge. There have been, and may continue to be, proposals by legislators, regulators and third party payers to curb these costs. The development or increased use of more cost effective treatments for diseases could cause such payers to decrease or deny reimbursement for surgeries or devices to favor alternatives that do not utilize our products. A significant number of Americans enroll in some form of managed care plan. Higher managed care utilization typically drives down the payments for health care procedures, which in turn places pressure on medical supply prices. This causes hospitals to implement tighter vendor selection and certification processes, by reducing the number of vendors used, purchasing more products from fewer vendors and trading discounts on price for guaranteed higher volumes to vendors. Hospitals have also sought to control and reduce costs over the last decade by joining group purchasing organizations or purchasing alliances. We cannot predict what continuing or future impact these practices, the existing or proposed legislation, or such third-party payer measures within a constantly changing healthcare landscape may have on our future business, financial condition or results of operations.

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”, “anticipate”, “expect”, “should”, “optimistic” or “continue”, “estimate”, “intend”, “plan”, “would”, “could”, “guidance”, “potential”, “opportunity”, “project”, “forecast”, “confident”, “projections”, “schedule”, “designed”, “future”, “discussion”, “if” or the negative thereof or other variations thereof, are forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, and the regulations thereunder), which are intended to be covered by the safe harbors created thereby.  These statements may include, but are not limited to statements in “Business,” “Legal Proceedings, “Risk Factors,” Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Notes to the Consolidated Financial Statements, such as the Company’s ability to compete, statements concerning the hi HealthInnovations program, the divestiture of its security and certain receiver and microphone business and its Global Coils joint venture interest, expected expenses and cost savings from the global restructuring, strategic alliances and their benefits, the adequacy of insurance coverage, government regulation, potential increases in demand for the Company’s products,  net operating loss carryforwards, the ability to meet cash requirements for operating needs, the ability to meet liquidity needs, assumptions used to calculate future levels of funding of employee benefit plans, the adequacy of insurance coverage, the impact of new accounting pronouncements and litigation.

Forward-looking statements also include, without limitation, statements as to the Company’s expected future results of operations and growth, the Company’s ability to meet working capital requirements, the Company’s business strategy, the expected increases in operating efficiencies, anticipated trends in the Company’s body-worn device markets, the effect of compliance with environmental protection laws and other government regulations, estimates of goodwill impairments and amortization expense of other intangible assets, estimates of asset impairment, 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.
 
 

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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.
 
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, on official business days during the hours of 10:00 a.m. to 3:00 p.m. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company’s reports, proxy and information statements and other SEC 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 Securities Exchange Act of 1934, as amended.

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 events 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 us 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 2014, our largest customer accounted for approximately 37 percent of our net sales and our five largest customers accounted for approximately 57 percent 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, 2014, we had accounts receivable, less allowance for doubtful accounts, of $7,673, which represented approximately 48 percent of our shareholders’ equity as of that date.  As of that date, two customers accounted for a combined total of 28 percent of our accounts receivable. 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.
 
Despite signs of improvement in economic conditions, downturns in the domestic economic environment could cause a severe disruption in our operations.
 
Our business has been negatively impacted by the domestic economic environment in recent years. If the economy does not continue to improve or worsens, there could be several severely negative implications to our business that may exacerbate many of the risk factors we identified including, but not limited to, the following:
 
Liquidity:
 
The domestic economic environment and the associated credit crisis could worsen and reduce liquidity and this could have a negative impact on financial institutions and the country’s financial system, which could, in turn, have a negative impact on our business.
 
We may not be able to borrow additional funds under our existing credit facility and may not be able to expand our existing facility if our lender becomes insolvent or its liquidity is limited or impaired or if we fail to meet covenant levels going forward. In addition, we may not be able to renew our existing credit facility at the conclusion of its current term in February 2018 or renew it on terms that are favorable to us.
 
During the last few years the Federal Reserve Boards involvement in the purchase of U.S. government debt securities, commonly know as quantitative easing, has caused interest rates to be lower than they would have been with out such involvement.  As a result of the end of quantitative easing in October 2014, interest rates could begin to rise, which could disrupt domestic and world markets and could adversely affect our liquidity and results of operations.
 
Demand:
 
Any deterioration in the economy or a return to recession could result in lower sales to our customers.  Additionally, our customers may not have access to sufficient cash or short-term credit to obtain our products or services.
 

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Prices:
 
Certain markets could experience deflation, which would negatively impact our average prices and reduce our margins.
 
Health care policy changes, including U.S. health care reform legislation signed in 2010, may have a material adverse effect on us.
 
In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act of 2010. The legislation imposes significant new taxes on medical device makers in the form of a 2.3% excise tax on all U.S. medical device sales beginning in January 2013. Under the legislation, the total cost to the medical device industry is expected to be approximately $30 billion over ten years. This significant increase in the tax burden on our industry could have a material, negative impact on our results of operations and our cash flows either directly, through taxes on us,  or indirectly through others in our value chain being subject to the tax. Although the direct impact of the excise tax is expected to be immaterial on us, if facts or circumstances change in our business relationships, we could be subject to customer pricing pressures or required to pay additional taxes under the rules.  Other elements of this legislation, such as comparative effectiveness research, an independent payment advisory board, payment system reforms, including shared savings pilots, and other provisions, could meaningfully change the way health care is developed and delivered, and may materially impact numerous aspects of our business.
 
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 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 believes that research and development expenses as a percentage of revenues could increase in the future.
 
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 and professional audio communication products at lower prices.  Price competition has had an adverse effect on our sales and margins. Many of our competitors are larger than us and have greater research and development resources, marketing and financial resources, manufacturing capability and customer support organizations than we have. 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.
 

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Our failure, or the failure of our customers, to obtain required governmental approvals and maintain regulatory compliance for regulated products would adversely affect our ability to generate revenue from those products.
 
The markets in which our business operates are subject to extensive and rigorous regulation by the FDA and by comparable agencies in foreign countries. In the United States, the FDA regulates the design control, development, manufacturing, labeling, record keeping, and surveillance procedures for our medical devices and those of our customers
 
The process of obtaining marketing clearance or approvals from the FDA for new products and new applications for existing products can be time-consuming and expensive, and there is no assurance that such clearance/approvals will be granted, or that the FDA review will not involve delays that would adversely affect our ability to commercialize additional products or additional applications for existing products. Some of our products in the research and development stage may be subject to a lengthy and expensive pre-market approval process with the FDA. The FDA has the authority to control the indicated uses of a device. Products can also be withdrawn from the market due to failure to comply with regulatory standards or the occurrence of unforeseen problems. The FDA regulations depend heavily on administrative interpretation, and there can be no assurance that future interpretations made by the FDA or other regulatory bodies, with possible retroactive effect, will not adversely affect us.
 
The registration system for our medical devices in the EU requires that our quality system conform to international quality standards. Manufacturing facilities and processes under which our ECG recorder devices and hearing aid devices are produced, are inspected and audited by various certifying bodies.  These audits verify our compliance with applicable requirements and standards.  Further, the FDA, various state agencies and foreign regulatory agencies inspect our facilities to determine whether we are in compliance with various regulations relating to quality systems, such as manufacturing practices, validation, testing, quality control, product labeling and product surveillance. A determination that we are in violation of such regulations could lead to imposition of civil penalties, including fines, product recalls or product seizures, suspensions or shutdown of production and, in extreme cases, criminal sanctions, depending on the nature of the violation.
 
Further, to the extent that any of our customers to whom we supply products become subject to regulatory actions or delays, our sales to those customers could be reduced, delayed or suspended, which could have a material adverse effect on our sales and earnings.
 
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 strengthen our sales and marketing presence;
 
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 have foreign operations in Singapore, Indonesia and Germany, and various factors relating to our international operations could affect our results of operations.
 
In 2014, we operated in Singapore, Indonesia and Germany. Approximately 18 percent of our revenues were derived from our facilities in these countries in 2014. As of December 31, 2014 approximately 22 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 countrys political condition, trade protection measures, licensing and other legal requirements and local tax issues. Unanticipated currency fluctuations in the euro, Singapore dollar and other currencies could lead to lower reported consolidated revenues due to the translation of this currency into U.S. dollars when we consolidate our revenues and results from operations.
 
The recent recessions in Europe and the debt crisis in certain countries in the European Union could negatively affect our ability to conduct business in those geographies.
 
The recent debt crisis in certain European countries could cause the value of the euro to deteriorate, reducing the purchasing power of our European customers. Financial difficulties experienced by our suppliers and customers, including distributors, could result in product delays and inventory issues; risks to accounts receivable could also include delays in collection and greater bad debt expense.  Also, the effect of the debt crisis in certain European countries could have an adverse effect on the capital markets generally, specifically impacting our ability and the ability of our customers to finance our and their respective businesses on acceptable terms, if at all, the availability of materials and supplies and demand for our products.
 


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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 may 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 managements 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, 2014, we had bank indebtedness of $6,513. 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 or obtain waivers (see “Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”) 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 and performance.
 
If we fail to meet our financial and other covenants under our loan agreements with our lenders, absent a waiver, we will be in default of the loan agreements and our lenders can take actions that would adversely affect our business.
 
There can be no assurances that we will be able to maintain compliance with the financial and other covenants in our loan agreements. In the event we are unable to comply with these covenants during future periods, it is uncertain whether our lenders will grant waivers for our non-compliance. If there is an event of default by us under our loan agreements, our lenders have the option to, among other things, accelerate any and all of our obligations under the loan agreements which would have a material adverse effect on our business, financial condition and results of operations.
 
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. We do not maintain key-man life insurance for any members of our senior management team.
 
Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations.
 
Global cybersecurity threats can range from uncoordinated individual attempts to gain unauthorized access to our information technology (IT) systems to sophisticated and targeted measures known as advanced persistent threats. While we employ comprehensive measures to prevent, detect, address and mitigate these threats (including access controls, vulnerability assessments, continuous monitoring of our IT networks and systems and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. The potential consequences of a material cybersecurity incident include reputational damage, litigation with third parties, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness and results of operations.
 

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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.
 
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 lawsuits alleging that plaintiffs have or may have contracted asbestos-related diseases as a result of exposure to asbestos products or equipment containing asbestos sold by one or more named defendants. These lawsuits relate to the discontinued heat technologies segment which we sold in March 2005. Due to the non-informative 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, 1970-1978 have been exhausted and that the carriers will no longer provide defense and insurance coverage under those policies.    However, we have other primary and excess insurance policies that we believe afford coverage for later years.  Some of these other primary insurers have accepted defense and insurance coverage for these suits, and some of them have either ignored our tender of defense of these cases, or have denied coverage, or have accepted the tenders but asserted a reservation of rights and/or advised us that they need to investigate further.  Because settlement payments are applied to all years a litigant was deemed to have been exposed to asbestos, we believe we will have funds available for defense and insurance coverage under the non-exhausted primary and excess insurance policies.   However, unlike the older policies, the more recent policies have deductible amounts for defense and settlements costs that we will be required to pay; accordingly, we expect that our litigation costs will increase in the future as the older policies are exhausted.  Further, many of the policies covering later years (approximately 1984 and thereafter) have exclusions for any asbestos products or operations, and thus do not provide insurance coverage for asbestos-related lawsuits.   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 and there has been limited trading volume in our stock, 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 our 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 products, technologies 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 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.
 
Further, under an agreement that we entered into with hi HealthInnovations, a UnitedHealth Group company, in connection with our manufacturing agreement, we are required to, among other things, offer to United Healthcare Services, Inc. the right to complete the acquisition of our company by a health insurer on the same terms and conditions and the right to participate in certain other sales of our company, all of which may have an anti-takeover effect.  For more information, see our Current Report on Form 8-K filed with the SEC on November 14, 2011.
 
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.
 
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, referred to as Section 404, we are required to include in our Annual Reports on Form 10-K, our management’s report on internal control over financial reporting.  Currently, we are not required to include a report of our independent registered public accounting firm on our internal controls because we are a “smaller reporting company” under SEC rules; therefore, shareholders do not have the benefit of an independent review of our internal controls. While we have reported no “material weaknesses” in the Form 10-K for the fiscal year ended December 31, 2014, we cannot guarantee that we will not have material weaknesses in the future. Compliance with the requirements of Section 404 is expensive and time-consuming. If in the future we fail to complete this evaluation in a timely manner, or if we determine that we have a material weakness, we could be subject to regulatory scrutiny and a loss of public confidence in our internal control over financial reporting. In addition, any failure to establish an effective system of disclosure controls and procedures could cause our current and potential investors and customers to lose confidence in our financial reporting and disclosure required under the Securities Exchange Act of 1934, which could adversely affect our business and the market price of our common stock.
 

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ITEM 1B.
Unresolved Staff Comments
 
None
 
ITEM 2.  
Properties
 
The Company leases six facilities, three domestically and three 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 chairman of the board, president and CEO of the Company.  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 $486. The Company believes the terms of the lease agreement are comparable to those which could be obtained from unaffiliated third parties. As amended, this lease expires in November 2016.
 
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 $428. This lease expires in June 2016.
 
a 4,000 square foot building in Escondido, California, which houses assembly operations and administrative offices relating to our cardiac monitoring business. Annual base rent expense, including real estate taxes and other charges, is approximately $35. This lease expires in April 2016.
 
a 28,000 square foot building in Singapore which houses production facilities and administrative offices. Annual base rent expense, including real estate taxes and other charges, of the 24,000 square foot portion of the building we use is approximately $290. This lease expires in October 2015.
 
a 15,000 square foot facility in Indonesia which houses production facilities.  Annual base rent expense, including real estate taxes and other charges is approximately $97. This lease expires in July 2016.
 
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 $34. This lease expires in June 2017.
 
See Notes 14 and 15 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 lawsuits alleging that plaintiffs have or may have contracted asbestos-related diseases as a result of exposure to asbestos products or equipment containing asbestos sold by one or more named defendants. These lawsuits relate to the discontinued heat technologies segment which was sold in March 2005. Due to the non-informative nature of the complaints, the Company does not know whether any of the complaints state valid claims against the Company. Certain insurance carriers have informed the Company that the primary policies for the period August 1, 1970-1978 have been exhausted and that the carriers will no longer provide defense and insurance coverage under those policies. However, the Company has other primary and excess insurance policies that the Company believes afford coverage for later years.  Some of these other primary insurers have accepted defense and insurance coverage for these suits, and some of them have either ignored the Company’s tender of defense of these cases, or have denied coverage, or have accepted the tenders but asserted a reservation of rights and/or advised the Company that they need to investigate further.  Because settlement payments are applied to all years a litigant was deemed to have been exposed to asbestos, the Company believes that it will have funds available for defense and insurance coverage under the non-exhausted primary and excess insurance policies.  However, unlike the older policies, the more recent policies have deductible amounts for defense and settlements costs that the Company will be required to pay; accordingly, the Company expects that its litigation costs will increase in the future. Further, many of the policies covering later years (approximately 1984 and thereafter) have exclusions for any asbestos products or operations, and thus do not provide insurance coverage for asbestos-related lawsuits. The Company does not believe that the asserted exhaustion of some of the primary insurance coverage for the 1970-1978 period will have a material adverse effect on its financial condition, liquidity, or results of operations. Management believes that the number of insurance carriers involved in the defense of the suits, and the significant number of policy years and policy limits under which these insurance carriers are insuring the Company, make the ultimate disposition of these lawsuits not material to the Companys consolidated financial position or results of operations.
 
The Company’s former wholly owned French subsidiary, Selas SAS, filed for insolvency in France. The Company may be subject to additional litigation or liabilities as a result of the French insolvency proceeding.
 
The Company is also involved in other lawsuits arising in the normal course of business, as further described in Note 14 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.
 

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ITEM 4.  
Mine Safety Disclosures
 
Not applicable.
 
ITEM 4A. 
 Executive Officers of the Registrant
 
The names, ages and offices (as of February 19, 2015) of the Companys executive officers were as follows:
         
Name
 
Age
 
Position
Mark S. Gorder
 
68
 
President, Chief Executive Officer and Director of the Company
Scott Longval
 
38
 
Chief Financial Officer and Treasurer of the Company
Michael P. Geraci
 
56
 
Vice President, Sales and Marketing
Dennis L. Gonsior
 
56
 
Vice President, Global Operations
Greg Gruenhagen
 
61
 
Vice President, Corporate Quality and Regulatory Affairs
 
Mr. Gorder joined the Company in October 1993 when Resistance Technology, Inc. (RTI) (now known as 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 RTI, 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.
 
Mr. Geraci joined the Company in October 1983.  Mr. Geraci received a Bachelor of Science degree in Electrical Engineering from Bradley University and a Master of Business Administration from the University of Minnesota – Carlson School of Business. 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. 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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ITEM 5.  
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The Company’s common shares are listed on the NASDAQ Global Market 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:
                         
   
2014 Market Price Range
   
2013 Market Price Range
 
Quarter
 
High
   
Low
   
High
   
Low
 
   First
  $ 5.11       3.78     $ 5.45       4.00  
   Second
    8.90       4.42       5.14       3.26  
   Third
    8.88       5.74       4.70       2.75  
   Fourth
    6.95       5.55       4.60       3.42  
 
The closing sale price of the Company’s common stock on February 19, 2015, was $8.09 per share.
 
At February 19, 2015 the Company had 271 shareholders of record of common stock.  Such number does not reflect shareholders who beneficially own common stock in nominee or street name.
 
The Company currently intends to retain any future earnings to support operations and to finance the growth and development of its business and does not intend to pay cash dividends on its common stock for 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.
 
In 2014, the Company did not sell any unregistered securities and did not repurchase any of its securities.
 

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ITEM 6. Selected Financial Data
 
                       
Year Ended December 31
 
2014
  2013   2012   2011   2010  
                       
Sales, net
  $ 68,303   $ 52,961   $ 59,955   $ 52,095   $ 58,697  
                                 
Gross profit
    18,484     12,169     15,299     12,650     15,013  
                                 
Operating expenses
    15,076     13,507     13,231     12,709     13,419  
                                 
Interest Expense
    (461 )   (600 )   (755 )   (609 )   (655 )
Equity in income (loss) of partnerships
    (228 )   (262 )   (116 )   174     (135 )
Gain on sale of investment in partnership
            822          
Other income (expense), net
    227     127     (96 )   52     (4 )
                                 
Income (loss) from continuing operations before income taxes and discontinued operations
    2,946     (2,073 )   1,923     (442 )   800  
                                 
Income tax (expense) benefit
    (428 )   (217 )   (164 )   160     (145 )
                                 
Income (loss) from continuing operations before discontinued operations
    2,518     (2,290 )   1,759     (282 )   655  
                                 
Gain (Loss) on sale of discontinued operations, net of income taxes
    (120 )               35  
                                 
Loss from discontinued operations, net of income taxes
    (150 )   (3,872 )   (1,050 )   (1,143 )   (329 )
Net income (loss)
  $ 2,248   $ (6,162 ) $ 709   $ (1,425 ) $ 361  
                                 
Basic income (loss) per share:
                               
Continuing operations
  $ 0.43   $ (0.40 ) $ 0.31   $ (0.05 ) $ 0.12  
Discontinued operations
    (0.05 )   (0.68 )   (0.19 )   (0.20 )   (0.05 )
Net income (loss)
  $ 0.39   $ (1.08 ) $ 0.13   $ (0.25 ) $ 0.07  
                                 
Diluted income (loss) per share:
                               
Continuing operations
  $ 0.42   $ (0.40 ) $ 0.30   $ (0.05 ) $ 0.12  
Discontinued operations
    (0.04 )   (0.68 )   (0.18 )   (0.20 )   (0.05 )
Net income (loss)
  $ 0.37   $ (1.08 ) $ 0.12   $ (0.25 ) $ 0.07  
                                 
Weighted average number of shares outstanding during year:
                               
Basic
    5,791     5,699     5,669     5,599     5,484  
Diluted
    6,038     5,699     5,888     5,599     5,535  
 

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Other Financial Highlights
                               
Year Ended December 31
 
2014
   
2013 (b)
   
2012 (b)
   
2011 (b)
   
2010
 
                               
Working capital (a)
    7,804       5,978       8,893       8,207       8,615  
                                         
Total assets
    33,961       32,720       39,132       40,730       36,267  
                                         
Long-term debt
    4,627       6,271       7,222       8,217       6,465  
                                         
Shareholders equity
    16,107       13,308       18,722       17,446       18,571  
                                         
Depreciation and amortization
    2,182       2,402       1,983       2,083       2,601  
 
 
(a)  
Working capital is equal to current assets less current liabilities.
 
(b)
In 2013, the Company classified its security and certain microphone, and receiver operations as discontinued operations. The Company revised its financial statements for 2011 and 2012 to reflect the discontinued operations.
 

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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 company engaged in the designing, developing, engineering and manufacturing of body-worn devices.  The Company serves the body-worn device market by designing, developing, engineering and manufacturing micro-miniature products, microelectronics, micro-mechanical assemblies and complete assemblies, primarily for bio-telemetry devices, hearing instruments and professional audio communication devices.

As discussed below, the Company has one operating segment - its body-worn device segment.  Our expertise in this segment is focused on three main markets: medical, hearing health and professional audio communications. Within these chosen markets, we combine ultra-miniature mechanical and electronics capabilities with proprietary technology – including ultra low power (ULP) wireless and digital signal processing (DSP) capabilities – that enhances the performance of body-worn devices.

Business Highlights

The Company reported its strongest financial results in over a decade, including its strongest revenue, margin and earnings.
 
On December 4, 2014 the Company announced an exclusive distribution agreement with PC Werth in the United Kingdom. PC Werth, through its partnership with IntriCon, has been appointed as one of the main suppliers to the National Health Service (NHS) Supply Chain’s National Framework. The NHS is the largest purchaser of hearing aids in the world, supplying an estimated 1.2 million hearing aids annually.
 
On February 14, 2014, the Company and its domestic subsidiaries entered into a Sixth Amendment to the Loan and Security Agreement and Waiver with The PrivateBank and Trust Company, which among other things extended the maturity date of the term loan and revolving credit facility to February 28, 2018 (refer to Note 7).
 
On January 27, 2014, the Company sold its remaining security and certain microphone and receiver operations; which marked the final milestone in the global strategic restructuring plan announced in 2013.
 
Forward–Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes appearing in 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.  See also Item 1. “Business—Forward-Looking Statements” for more information.
 

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Results of Operations:  2014 Compared with 2013

Consolidated Net Sales

Our net sales are comprised of three main markets: medical, hearing health, and professional audio - collectively our body-worn device segment.  Below is a recap of our sales by main markets for the years ended December 31, 2014 and 2013:

                Change  
   
2014
   
2013
   
Dollars
   
Percent
 
Medical
  $ 35,109     $ 25,978     $ 9,131       35.1 %
Hearing Health
    22,959       19,739       3,220       16.3 %
Professional Audio Communications
    10,235       7,244       2,991       41.3 %
Consolidated Net Sales
  $ 68,303     $ 52,961     $ 15,342       29.0 %
 
In 2014, we experienced a 35.1 percent increase in medical sales primarily driven by higher sales to Medtronic and other key medical customers. In September 2013, Medtronic received Food and Drug Administration (FDA) approval for their MiniMed 530G insulin pump system. To support their MiniMed 530G system launch, we built and sold significant inventory from the fourth quarter of 2013 through the first half of 2014, which is the primary reason sales have increased significantly from the prior period. While the company has satisfied the initial launch volume requirements, IntriCon anticipates sequential Medtronic revenue growth in 2015. Management believes that the industry-wide trend to shift the point of care from expensive traditional settings, such as hospitals, to less expensive non-traditional settings like the home, will result in growth of the medical bio-telemetry industry. IntriCon currently serves this market by offering medical manufacturers the capabilities to design, develop and manufacture medical devices that are easier to use, are more miniature, use less power, and are lighter. IntriCon has a strong presence in both the diabetes market, with its Medtronic partnership, and cardiac diagnostic monitoring bio-telemetry market. The Company believes there are growth opportunities in these markets as well other emerging biotelemetry and home care markets, such as sleep apnea, that could benefit from its capabilities to develop devices that are more technologically advanced, smaller and lightweight.

Net sales in our hearing health business for the year ended December 31, 2014 increased 16.3 percent over the same period in 2013. The increase was primarily due to strong device sales to hi HealthInnovations and to the conventional hearing health channel. Market dynamics, such as low penetration rates, an aging population, and the need for reduced cost and convenience, have resulted in the emergence of alternative care models, such the insurance channel and PSAP channel. IntriCon believes it is very well positioned to serve these value hearing health market channels. The Company will be aggressively pursuing larger customers who can benefit from our value proposition. Over the past several years, the Company has invested heavily in core technologies, product platforms and its global manufacturing capabilities geared to provide high-tech, lower-cost hearing devices.

Net sales to the professional audio device sector increased 41.3 percent in 2014 compared to the same period in 2013. During 2014, the Company delivered on a contract with the Singapore government to provide technically advanced headsets worn in military applications, which makes up a large portion of the period over period increase. IntriCon will continue to leverage its core technology in professional audio to support existing customers, as well as pursue related hearing health and medical product opportunities.

Gross Profit

Gross profit, both in dollars and as a percent of sales, for 2014 and 2013, were as follows:
 
    
2014
   
2013
   
Change
 
           
Percent
           
Percent
               
   
Dollars
   
of Sales
   
Dollars
   
of Sales
   
Dollars
   
Percent
 
                                           
Gross Profit
 
$
 18,484
   
27.1
%  
$
 12,169
   
23.0
%  
$
 6,315
   
51.9

The 2014 gross profit increase over the comparable prior year period was primarily due to higher overall sales volumes and cost reductions from global restructuring initiatives, partially offset by a less favorable sales mix.
 

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Sales and Marketing, General and Administrative and Research and Development Expenses

Sales and marketing, general and administrative and research and development expenses for the years ended December 31, 2014 and 2013 were:
 
    
2014
   
2013
   
Change
 
           
Percent
           
Percent
               
   
Dollars
   
of Sales
   
Dollars
   
of Sales
   
Dollars
   
Percent
 
                                           
Sales and Marketing
 
$
 3,699
   
5.4
%  
$
 3,308
   
6.2
%  
$
 391
   
11.8
General and Administrative
   
 6,462
   
    9.5
%    
 5,789
   
10.9
%    
 673
   
11.6
Research and Development
   
 4,832
   
7.1
%    
 4,181
   
7.9
%    
 651
   
15.6

Sales and marketing expenses increased due to the addition of experienced professionals and greater commission expenses based on the revenue growth. General and administrative expenses are greater than the prior year period primarily due to increased support costs. Also, sales and marketing and general and administrative expenses increased due to support for VHH opportunities. Research and development increased over the prior year periods primarily due to a research and development tax credit accrued in the third quarter of 2013 of $567 and increased expenses in 2014 to support the Company’s VHH initiative.

Restructuring charges

On June 13, 2013 the Company announced a global strategic restructuring plan designed to accelerate the Company’s future growth by focusing resources on the highest potential growth areas and to reduce costs. The plan was approved by the Company’s Board of Directors on June 12, 2013. As part of this plan, the Company: reduced investment in certain non-core professional audio communications product lines; transferred specific product lines from Singapore to the Company’s lower-cost manufacturing facility in Batam, Indonesia; reduced global administrative and support workforce; transferred the medical coil operations from the Company’s Maine facility to Minnesota to better leverage existing manufacturing capacity; sold its remaining security, microphone and receiver operations; added experienced professionals in value hearing health; and focused more resources in medical biotelemetry. During 2014, the Company incurred restructuring charges of $83 and during 2013 the Company incurred restructuring charges of $229. These charges are primarily related to employee termination benefits from the restructuring of its continuing operations. In the future, the Company does not expect to incur any additional cash charges related to this restructuring.

Interest Expense

Interest expense for 2014 was $461, a decrease of $139 from $600 in 2013.  The decrease in interest expense was primarily due to lower average debt balances compared to the prior year.
 
Equity in Loss of Partnerships

The equity in loss of partnerships for 2014 was $228 compared to $262 in 2013.

The Company recorded a $182 decrease in the carrying amount of its investment in the Hearing Instrument Manufacturers Patent Partnership (“HIMPP”) for 2014, 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, 2013, compared to a $204 decrease in the carrying amount of the investment in 2013 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, 2013. Also, in 2014 the Company paid $46 in operating expenses for HIMPP compared to $58 in 2013.

Other Income (Expense), net

In 2014, other income (expense), net was $227 compared to $127 in 2013 primarily due to a royalty payment received in 2014.

Income Tax Expense

Income taxes were as follows:
                 
  
2014
   
2013
   
Income tax expense
  $ 428       $ 217    
Percentage of income tax expense of income from continuing operations before income taxes and discontinued operations
    14.5 %       10.5 %  
 

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The expense in 2014 and 2013 was primarily due to foreign taxes on German and Singapore operations. The Company is in a net operating loss position (“NOL”) for US federal and state income tax purposes and, consequently, incurs minimal income tax expense from the current period domestic operations. Our deferred tax asset related to the NOL carry forwards has been offset by a full valuation allowance. We have approximately $22,861 of NOL carry forwards available to offset future U.S. federal income taxes that begin to expire in 2022.

Loss from Discontinued Operations

Loss from discontinued operations, net of income taxes, for the year ended December 31, 2014 was $270 compared to a loss of $3,872 for the year ended December 31, 2013. Included in the net loss for the year ended December 31, 2013 was $1,700 in impairment charges.

Results of Operations:  2013 Compared with 2012

Consolidated Net Sales

Below is a recap of our sales by main markets for the years ended December 31, 2013 and 2012:
 
                
Change
 
Year Ended December 31
 
2013
   
2012
   
Dollars
   
Percent
 
Medical
  $ 25,978     $ 24,463     $ 1,515       6.2 %
Hearing Health
    19,739       23,806       (4,067 )     -17.1 %
Professional Audio Communications
    7,244       11,686       (4,442 )     -38.0 %
Consolidated Net Sales
  $ 52,961     $ 59,955     $ (6,994 )     -11.7 %
 
In 2013, we experienced a 6.2 percent increase in medical sales primarily driven by higher sales to Medtronic and other key medical customers. In September 2013, Medtronic obtained FDA approval for the 530G insulin pump system. As such, medical market sales strengthened in the 2013 fourth quarter as Medtronic ramped for its launch of the MiniMed 530G.
 
Net sales in our hearing health business for the year ended December 31, 2013 decreased 17.1 percent over the same period in 2012 primarily due to the reduced purchases by hi HealthInnovations and the continued softness in the conventional channel consistent with industry trends.
 
Net sales to the professional audio device sector decreased 38.0 percent in 2013 compared to the same period in 2012. The decline was primarily due to the end of a Singapore government contract that was completed in 2012, the strategic decision to rationalize select non-core professional audio communications product lines, and the U.S. government sequestration and disruption associated with the federal government shutdown.
 
Gross Profit

Gross profit, both in dollars and as a percent of sales, for 2013 and 2012, were as follows:

    
2013
   
2012
   
Change
 
          
Percent
         
Percent
             
Year Ended December 31
 
Dollars
 
of Sales
   
Dollars
 
of Sales
   
Dollars
 
Percent
 
Gross Profit
 
$
 12,169
 
23.0
%  
$
 15,299
 
25.5
%  
$
 (3,130
-20.5

The 2013 gross profit decrease over the comparable prior year periods was primarily due to lower overall sales volumes partially offset by cost reductions from the global restructuring.
 

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Sales and Marketing, General and Administrative and Research and Development Expenses

Sales and marketing, general and administrative and research and development expenses for the years ended December 31, 2013 and 2012 were:
 
    
2013
   
2012
   
Change
 
           
Percent
           
Percent
               
Year Ended December 31
 
Dollars
   
of Sales
   
Dollars
   
of Sales
   
Dollars
   
Percent
 
                                           
Sales and Marketing
 
$
 3,308
   
6.2
%  
$
 3,324
   
5.5
%  
$
 (16
 
-0.5
%
General and Administrative
   
 5,789
   
10.9
%    
 5,426
   
9.1
%    
 363
   
6.7
Research and Development
   
 4,181
   
7.9
%    
 4,481
   
7.5
%    
 (300
 
-6.7

Sales and marketing decreased slightly over the prior year due to reduced sales and related selling commissions. During the third quarter of 2013, the Company contracted with an experienced hearing health veteran to lead the Value Hearing Health strategic initiative. General and administrative expenses increased over the prior year period primarily driven by increased stock based compensation and increased administrative bank fees compared to 2012. Research and development decreased over the prior year primarily due to research and development tax credit refunds accrued of $567 and the global restructure plan, partially offset by higher outside service costs.
 
Restructuring charges
 
During 2013, the Company incurred charges of $229, primarily related to employee termination severance costs, from the restructuring of its continuing operations. On June 13, 2013, the Company announced a global strategic restructuring plan designed to accelerate the Company’s future growth by focusing resources on the highest potential growth areas and reduce costs by approximately $3.0 million annually.
 
Interest Expense

Interest expense for 2013 was $600, a decrease of $155 from $755 in 2012. The decrease in interest expense was primarily due to lower average debt balances compared to the prior year.
 
Equity in Income (Loss) of Partnerships
 
The equity in loss of partnerships for 2013 was $262 compared to $116 in 2012.
 
The Company recorded a $204 decrease in the carrying amount of its investment in the Hearing Instrument Manufacturers Patent Partnership (“HIMPP”) for 2013, 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, 2013, compared to a $166 decrease in the carrying amount of the investment in 2012 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, 2012. Also, in 2013 the Company paid $58 in operating expenses for HIMPP compared to $50 in 2012.
 
Prior to the sale of the Global Coils joint venture interest in 2012, the Company recorded a $50 increase in the carrying amount of IntriCon’s investment in this joint venture, reflecting the Company’s portion of the joint venture’s operating results for year ended December 31, 2012, respectively.
 
Gain on Sale of Investment in Partnership

In August 2012, the Company sold its 50% interest in its Global Coils joint venture, to its joint venture partner Audemars SA. The Global Coils joint venture is in the business of marketing, designing, manufacturing, and selling audio coils to the hearing health industry. Audemars paid $426 in cash at closing and will make future payments, both one time and recurring, as specified in the purchase agreement. Audemars also transferred certain hearing health inventory to IntriCon. The Company recorded a gain on the sale of $822 in the gain on sale of investment in partnership line of the accompanying statement of operations.

The net gain was computed as follows:
       
Cash proceeds
  $ 426  
Receivables
    721  
Inventory
    186  
Net assets disposed
    (486 )
Transaction costs
    (25 )
Gain on sale
  $ 822  
 

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Other Income (Expense), net

In 2013, other income (expense), net was $127 compared to $ (96) in 2012 primarily related to the gain (loss) on foreign currency exchange.

Income Tax (Expense) Benefit

Income taxes were as follows:

    
2013
     
2012
 
Income tax (expense) benefit
  $ (217 )     $ (164 )
Percentage of income tax (expense) benefit of income from continuing operations before income taxes and discontinued operations
    10.5 %       -8.5 %
 
The expense in 2013 and 2012 was primarily due to foreign taxes on German and Singapore operations. The Company is in a net operating loss position (“NOL”) for US federal and state 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 carryforward has been effected by a full valuation allowance.

Loss from Discontinued Operations

Loss from discontinued operations, net of income taxes, for the year ended December 31, 2013 was $3,872 compared to a loss of $1,050 for the year ended December 31, 2012. The increase in the loss was driven by decreased sales to the U.S. government due to the sequestration and disruption associated with the federal government shutdown. Also, included in the net loss for the year ended December 31, 2013 was $1,700 in impairment charges.

Liquidity and Capital Resources

Our primary sources of cash have been cash flows from operations, bank borrowings, and other financing transactions. For the last three years, cash has been used for repayments of bank borrowings, purchases of equipment, establishment of an additional Asian manufacturing facility and working capital to support research and development.

As of December 31, 2014, we had approximately $328 of cash on hand.  Sources and uses of our cash for the year ended December 31, 2014 have been from our operations, as described below.

Consolidated net working capital increased to $7,804 at December 31, 2014 from $5,978 at December 31, 2013. Our cash flows from operating, investing and financing activities, as reflected in the statement of cash flows for the years ended December 31, are summarized as follows:

    
December 31, 2014
   
December 31, 2013
   
December 31, 2012
 
Cash provided by (used in):
                 
Operating activities
  $ 2,921     $ 2,674     $ 2,006  
Investing activities
    (958 )     (930 )     (1,109 )
Financing activities
    (1,698 )     (1,763 )     (799 )
Effect of exchange rate changes on cash
    (154 )     11       8  
Increase (decrease) in cash
  $ 111     $ (8 )   $ 106  
 
Operating Activities.  The most significant items that contributed to the $2,921 of cash provided from operating activities was net income of $2,248, add backs for non-cash depreciation and stock compensation, partially offset by increases in accounts receivable and inventory. Days sales in inventory decreased from 76 at December 31, 2013 to 75 at December 31, 2014.  Days payables outstanding remained stable at 50 days for both December 31, 2013 and December 31, 2014.  Day sales outstanding increased from 33 days at December 31, 2013 to 41 days at December 31, 2014.

Investing Activities. Net cash used in investing activities of $958 consisted of $1,524 of purchases of property, plant and equipment partially offset by proceeds of $500 from the sale of the Company’s discontinued securities and certain microphone and receiver businesses.
 

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Financing Activities.  Net cash used by financing activities of $1,698 was comprised primarily of repayments of borrowings under our credit facilities, partially offset by proceeds of new borrowings.

Cash generated from operations may be affected by a number of factors. See “Forward Looking Statements” and “Item 1A Risk Factors” contained in this Form 10-K 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:

    
December 31, 2014
   
December 31, 2013
 
             
Total borrowing capacity under existing facilities
  $ 10,925     $ 11,051  
                 
Facility Borrowings:
               
Domestic revolving credit facility
    3,843       4,450  
Domestic term loan
    1,750       2,750  
Foreign overdraft and letter of credit facility
    920       1,281  
Total borrowings and commitments
    6,513       8,481  
                 
Remaining availability under existing facilities
  $ 4,412     $ 2,570  

Domestic Credit Facilities
 
The Company and its domestic subsidiaries are parties to a credit facility with The PrivateBank and Trust Company. The credit facility, as amended, provides for:
 
 
§
an $8,000 revolving credit facility, with a $200 sub facility for letters of credit.  Under the revolving credit facility, the availability of funds depends on a borrowing base composed of stated percentages of the Company’s eligible trade receivables and eligible inventory, and eligible equipment less a reserve; and

 
§
a term loan in the original amount of $4,000.
 
In February 2014, the Company and its domestic subsidiaries entered into a Sixth Amendment to the Loan and Security Agreement  and Waiver with The PrivateBank and Trust Company. The amendment, among other things: 
 
 
§
extended the term loan and revolving loan maturity date to February 28, 2018, keeping the existing term loan amortization schedule in place;
 
 
§
increased the eligible accounts receivable borrowing percentage from eighty percent to eight-five percent for all eligible accounts other than two specific customers which will be ninety percent. Under the revolving credit facility as amended, the availability of funds depends on a borrowing base composed of stated percentages of the Company’s eligible trade receivables and inventory, less a reserve;
 
 
§
amended the applicable base rate margin, applicable LIBOR rate margin, applicable LOC fee and applicable non-use fee based on the then applicable leverage ratio;
 
 
§
amended the funded debt to EBITDA and fixed charge coverage covenants;
 
 
§
revised the definition of net income.

 
§
 approved the application of net proceeds from the sale of discontinued operations in 2014 against amounts outstanding under the revolving credit facility; and

 
§
waived certain financial covenant defaults as of December 31, 2013.

Due to the Sixth Amendment as described above, the term loan and the revolving loan maturity date has been extended to February 28, 2018. As a result, all of the borrowings under this agreement have been characterized as either a current or long-term liability on our balance sheet in accordance with the repayment terms described more fully below.
 

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Loans under the credit facility are secured by a security interest in substantially all of the assets of the Company and its domestic subsidiaries including a pledge of the stock of its domestic subsidiaries. Loans under the credit facility bear interest at varying rates based on the Company’s leverage ratio of funded debt / EBITDA, at the option of the Company, at:

 
§
the London InterBank Offered Rate (“LIBOR”) plus 2.75% - 4.00%, or

 
§
the base rate, which is the higher of (a) the rate publicly announced from time to time by the lender as its “prime rate” and (b) the Federal Funds Rate plus 0.5%, plus 0.00% - 1.25% ; in each case, depending on the Company’s leverage ratio.

Interest is payable monthly in arrears, except that interest on LIBOR based loans is payable at the end of the one, two or three month interest periods applicable to LIBOR based loans. IntriCon is also required to pay a non-use fee equal to 0.25% per year of the unused portion of the revolving line of credit facility, payable quarterly in arrears.

Weighted average interest on our domestic credit facilities was 4.51%, 4.30%, and 4.52% for 2014, 2013, and 2012, respectively.

The outstanding balance of the revolving credit facility was $3,843 and $4,450 at December 31, 2014 and 2013, respectively.  The total remaining availability on the revolving credit facility was approximately $3,456 and $1,682 at December 31, 2014 and 2013, respectively.

The outstanding principal balance of the term loan, as amended, is payable in quarterly installments of $250. Any remaining principal and accrued interest is payable on February 28, 2018. IntriCon is also required to use 100% of the net cash proceeds of certain asset sales (excluding inventory and certain other dispositions), sale of capital securities or issuance of debt to pay down the term loan.
 
The borrowers are subject to various covenants under the credit facility, including a maximum funded debt to EBITDA, a minimum fixed charge coverage ratio and maximum capital expenditure financial covenants. 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 equity holders; purchase or redeem any of its equity interests or any warrants, options or other rights to equity; 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; make payment on or changes to any subordinated debt; 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.  The Company was in compliance with the fixed charge, leverage and capital expenditure covenants under the credit facility as of December 31, 2014.
 
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 performance of obligations under certain subordinated debt, default in the payment of other indebtedness or other obligation with an outstanding principal balance of more than $50, 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; a breach by a borrower under certain material agreements, the result of which breach is the suspension of the counterparty’s performance thereunder, delivery of a notice of acceleration or termination of such agreement; the insolvency or bankruptcy of any borrower; the entrance of any judgment against any borrower in excess of $50, which is not fully covered by insurance; any divestiture of assets or stock of a subsidiary constituting a substantial portion of borrowers’ assets; the occurrence of a change in control (as defined in the credit facility); certain collateral impairments; a contribution failure with respect to any employee benefit plan that gives rise to a lien under ERISA; and the occurrence of any event which lender determines could be reasonably expected to have a material adverse effect (as defined in the credit facility).

During 2014, the Company entered into interest rate swaps with The PrivateBank which are accounted for as effective cash flow hedges. The interest rate swaps had a combined initial notional amount of $3,750, with a portion of the swap amortizing on a basis consistent with the $250 quarterly installments required under the term loan. The interest rate swaps fix the Company’s one month LIBOR interest rate on the notional amounts at rates ranging from 0.80% - 1.45%. We hold a right to cancel the interest rate swaps starting August 31, 2016.  Interest rate swaps, which are considered derivative instruments, of $19 and $22 are reported in the consolidated balance sheets at fair value in other current liabilities at December 31, 2014 and 2013.
 

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Foreign Credit Facility
 
In addition to its domestic credit facilities, the Company’s wholly-owned subsidiary, IntriCon, PTE LTD., entered into an international senior secured credit agreement with Oversea-Chinese Banking Corporation Ltd. that provides for a $1,876 line of credit as of December 31, 2014 based on applicable exchange rates. 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 4.50% and 3.95% for the years ended December 31, 2014 and 2013. The outstanding balance was $920 and $1,281 at December 31, 2014 and 2013, respectively.  The total remaining availability on the international senior secured credit agreement was approximately $956 and $888 at December 31, 2014 and 2013, respectively.

We believe that funds expected to be generated from operations and the available borrowing capacity through our revolving credit loan facilities 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 our 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, 2014.
          
Contractual Obligations
   
Total
   
Less than
1 Year
   
1-3 Years
   
3-5 Years
   
More
than
5 Years
 
                                           
Domestic credit facility
    $ 3,843     $     $     $ 3,843     $  
Domestic term loan
      1,750       1,000       750              
Foreign overdraft and letter of credit facility
      920       886       34              
Pension and other postretirement benefit obligations
      1,424       220       395       338       471  
Operating leases
      2,058       1,307       751                
Other
      175       175                    
Total contractual obligations
    $ 10,170     $ 3,588     $ 1,930     $ 4,181     $ 471  

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 $51, $42 and $177 in 2014, 2013 and 2012, 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, 2014 other than the operating leases disclosed above.

Related Party Transactions

For a discussion of related party transactions, see Note 15 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 14 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

The Company recognizes revenue when the customer takes ownership, primarily upon product shipment, 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.

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 shipment other than warranty obligations.  Contracts with customers do not include product return rights, however, the Company may elect in certain circumstances to accept returns of products.  The Company records revenue for product sales net of returns.  Sales and use tax are reported on a net basis.  The Company defers recognition of revenue on discounts to customers if discounts are considered significant.

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. The Company develops a warranty reserve based on historical experience. 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.
 
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, forecasts 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.

Goodwill and Intangible Assets

Goodwill is reviewed for impairment annually on November 30th of each year or more frequently if changes in circumstances or the occurrence of events suggest impairment exists. Consistent with prior years, in 2014 the Company utilized the two-step impairment analysis and elected not to use the qualitative assessment or “step zero” approach. In the two-step impairment analysis, in step one, the fair value of each reporting unit is compared to its carrying value, including goodwill. If the fair value exceeds the carrying value, no further analysis is required and no impairment loss is recognized. If the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired and the Company would then complete step two in order to measure the impairment loss. In step two, the Company would calculate the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying value of goodwill, the Company would recognize an impairment loss, in the period identified, equal to the difference. The Company concluded that no impairment of goodwill or intangible assets existed as of November 30, 2014.
 

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Long-lived Assets

The carrying value of long-lived assets is periodically assessed to insure their carrying value does not exceed the undiscounted cash flows expected to be generated from their expected use and eventual disposition. 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 impact on the valuation allowance.

Employee Benefit Obligations

We provide retirement and health care insurance for certain domestic and retirees and former Selas 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.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
 
Not applicable.
 
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, 2014, using criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). Based on this assessment, the Company’s management believes that, as of December 31, 2014, 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 a provision of the Dodd Frank Act, which eliminated such requirement for “smaller reporting companies,” as defined in SEC regulations, such as IntriCon.

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.
 
 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders, Audit Committee and Board of Directors
IntriCon Corporation and Subsidiaries
Arden Hills, Minnesota
 
We have audited the accompanying consolidated balance sheets of IntriCon Corporation and Subsidiaries (the Company) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for the years ended December 31, 2014, 2013 and 2012. 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, 2014 and 2013 and the results of their operations and cash flows for the years ended December 31, 2014, 2013 and 2012, in conformity with accounting principles generally accepted in the United States of America.
 
/s/ Baker Tilly Virchow Krause, LLP
 
Minneapolis, Minnesota
March 6, 2015
 

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INTRICON CORPORATION
Consolidated Statements of Operations
 (In Thousands, Except Per Share Amounts)
 
Year Ended December 31
 
2014
   
2013
   
2012
 
                   
Sales, net
  $ 68,303     $ 52,961     $ 59,955  
Cost of sales
    49,819       40,792       44,656  
Gross profit
    18,484       12,169       15,299  
                         
Operating expenses:
                       
Sales and marketing
    3,699       3,308       3,324  
General and administrative
    6,462       5,789       5,426  
Research and development
    4,832       4,181       4,481  
Restructuring charges (Note 3)
    83       229        
Total operating expenses
    15,076       13,507       13,231  
Operating income (loss)
    3,408       (1,338 )     2,068  
                         
Interest expense
    (461 )     (600 )     (755 )
Equity in income (loss) of partnerships
    (228 )     (262 )     (116 )
Gain on sale of investment in partnership
                822  
Other income (expense), net
    227       127       (96 )
Income (loss) from continuing operations before income taxes and discontinued operations
    2,946       (2,073 )     1,923  
                         
Income tax expense
    428       217       164  
Income (loss) before discontinued operations
    2,518       (2,290 )     1,759  
                         
Loss on sale of discontinued operations (Note 2)
    (120 )            
Loss from discontinued operations, net of income taxes (Note 2)
    (150 )     (3,872 )     (1,050 )
                         
Net income (loss)
  $ 2,248     $ (6,162 )   $ 709  
                         
Basic income (loss) per share:
                       
Continuing operations
  $ 0.43     $ (0.40 )   $ 0.31  
Discontinued operations
    (0.05 )     (0.68 )     (0.19 )
Net income (loss) per share:
  $ 0.39     $ (1.08 )   $ 0.13  
                         
Diluted income (loss) per share:
                       
Continuing operations
  $ 0.42     $ (0.40 )   $ 0.30  
Discontinued operations
    (0.04 )     (0.68 )     (0.18 )
Net income (loss) per share:
  $ 0.37     $ (1.08 )   $ 0.12  
                         
Average shares outstanding:
                       
Basic
    5,791       5,699       5,669  
Diluted
    6,038       5,699       5,888  
 
(See accompanying notes to the consolidated financial statements)
 

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INTRICON CORPORATION
Consolidated Statements of Comprehensive Income (Loss)
 (In Thousands)
 
   
Year Ended December 31
 
   
2014
   
2013
   
2012
 
Net income (loss)
  $ 2,248     $ (6,162 )   $ 709  
Change in fair value of interest rate swap
    3       69       1  
Gain (loss) on foreign currency translation adjustment
    (74 )     2       (13 )
Comprehensive income (loss)
  $ 2,177     $ (6,091 )   $ 697  
 
(See accompanying notes to the consolidated financial statements)
 

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INTRICON CORPORATION
Consolidated Balance Sheets
(In Thousands, Except Per Share Amounts)
 
 
 
December 31,
   
December 31,
 
   
2014
   
2013
 
At December 31,
           
Current assets:
           
Cash
  $ 328     $ 217  
Restricted cash
    640       568  
Accounts receivable, less allowance for doubtful accounts of $120 at December 31, 2014 and $124 at December 31, 2013
    7,673       5,433  
Inventories
    9,983       9,400  
Other current assets
    1,013       1,337  
Current assets of discontinued operations
          382  
Total current assets
    19,637       17,337  
                 
Property, plant, and equipment
    35,104       33,971  
Less: Accumulated depreciation
    30,859       29,232  
Net machinery and equipment
    4,245       4,739  
                 
Goodwill
    9,194       9,194  
Investment in partnerships
    387       569  
Other assets, net
    498       749  
Other assets of discontinued operations
          132  
Total assets
  $ 33,961     $ 32,720  
                 
Current liabilities:
               
Checks written in excess of cash
  $ 516     $ 279  
Current maturities of long-term debt
    1,886       2,210  
Accounts payable
    5,438       5,037  
Accrued salaries, wages and commissions
    2,519       1,676  
Deferred gain
    110       110  
Other accrued liabilities
    1,364       1,893  
Liabilities of discontinued operations
          154  
Total current liabilities
    11,833       11,359  
                 
Long-term debt, less current maturities
    4,627       6,271  
Other postretirement benefit obligations
    485       531  
Accrued pension liabilities
    741       839  
Deferred gain
    55       165  
Other long-term liabilities
    113       247  
Total liabilities
    17,854       19,412  
Commitments and contingencies (Note 14)
               
                 
Shareholders’ equity:
               
Common stock, $1.00 par value per share; 20,000 shares authorized; 5,844 and 5,727 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively
    5,844       5,727  
Additional paid-in capital
    16,939       16,434  
Accumulated deficit
    (6,274 )     (8,522 )
Accumulated other comprehensive loss
    (402 )     (331 )
Total shareholders’ equity
    16,107       13,308  
Total liabilities and shareholders’ equity
  $ 33,961     $ 32,720  
 
(See accompanying notes to the consolidated financial statements)
 

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INTRICON CORPORATION
Consolidated Statements of Cash Flows
 (In Thousands)
 
   
2014
   
2013
   
2012
 
Cash flows from operating activities:
                 
 Net income (loss)
  $ 2,248     $ (6,162 )   $ 709  
 Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
Depreciation and amortization
    2,182       2,450       2,150  
Stock-based compensation
    457       532       414  
Loss on impairment of long-lived assets and goodwill of discontinued operations
          1,700        
Loss on disposition of property
          4       36  
Change in deferred gain
    (110 )     (110 )     (110 )
Change in allowance for doubtful accounts
    (4 )     (30 )     (69 )
Equity in loss of partnerships
    228       262       116  
Gain on sale of investment in partnership
                (822 )
Loss on sale of discontinued operations
    120                  
Deferred income taxes
                (7 )
Changes in operating assets and liabilities:
                       
Accounts receivable
    (2,183 )     1,327       1,555  
Inventories
    (677 )     1,221       789  
Other assets
    301       500       (972 )
Accounts payable
    389       1,066       (2,252 )
Accrued expenses
    (347 )     (26 )     240  
Other liabilities
    317       (60 )     229  
 Net cash provided by operating activities
    2,921       2,674       2,006  
                         
Cash flows from investing activities:
                       
 Proceeds from sale of property, plant and equipment
    66       39        
 Proceeds of sale of discontinued operations
    500              
Proceeds from sale of investment in partnership
                626  
Purchases of property, plant and equipment
    (1,524 )     (969 )     (1,735 )
Net cash used in investing activities
    (958 )     (930 )     (1,109 )
                         
Cash flows from financing activities:
                       
Proceeds from long-term borrowings
    13,153       15,332       17,269  
Repayments of long-term borrowings
    (15,221 )     (16,863 )     (18,211 )
Proceeds from employee stock purchases and exercise of stock options
    165       145       159  
Payments of partnership payable
                (240 )
Change in restricted cash
    (32 )     (18 )     (17 )
Change in checks written in excess of cash
    237       (359 )     241  
 Net cash used in financing activities
    (1,698 )     (1,763 )     (799 )
                         
Effect of exchange rate changes on cash
    (154 )     11       8  
                         
Net (decrease) increase in cash
    111       (8 )     106  
Cash, beginning of period
    217       225       119  
                         
Cash, end of period
  $ 328     $ 217     $ 225  
 
(See accompanying notes to the consolidated financial statements)
 

37


Table of Contents

 
INTRICON CORPORATION
Consolidated Statements of Shareholders’ Equity
 (In Thousands)
 
   
Common Stock
Number of
Shares
   
Common
Stock
Amount
   
Additional Paid-
in Capital
   
Retained
Deficit
   
Accumulated
Other
Comprehensive
Loss
   
Total
Shareholders’

Equity
 
Balance December 31, 2011
    5,646     $ 5,646     $ 15,259     $ (3,069 )   $ (390 )   $ 17,446  
Exercise of stock options
    20       20       30                       50  
Shares issued under the ESPP
    20       20       89                       109  
Shares issued in lieu of cash for services
    1       1       5                       6  
Stock option expense
                    414                       414  
Net Income (loss)
                            709               709  
Comprehensive income (loss)
                                    (12 )     (12 )
Balance December 31, 2012
    5,687     $ 5,687     $ 15,797     $ (2,360 )   $ (402 )   $ 18,722  
Exercise of stock options
    14       14       28                       42  
Shares issued under the ESPP
    26       26       77                       103  
Stock option expense
                    532                       532  
Net Income (loss)
                            (6,162 )             (6,162 )
Comprehensive income (loss)
                                    71       71  
Balance December 31, 2013
    5,727     $ 5,727     $ 16,434     $ (8,522 )   $ (331 )   $ 13,308  
Exercise of stock options
    100       100       (43 )                     57  
Shares issued under the ESPP
    16       16       84                       100  
Shares issued in lieu of cash for services
    1       1       7                          
Stock option expense
                    457                       <