Attached files
| file | filename |
|---|---|
| EX-2.1 - ASSET PURCHASE AGREEMENT DATED MAY 28, 2010 - INTRICON CORP | intricon102777_ex2-1.htm |
| EX-99.2 - PRESS RELEASE DATED JUNE 2, 2010 - INTRICON CORP | intricon102777_ex99-2.htm |
| 8-K - FORM 8-K DATED MAY 28, 2010 - INTRICON CORP | intricon102777_8k.htm |
Exhibit 99.1
INTRICON CORPORATION
Pro Forma Consolidated Condensed Balance Sheet
(Unaudited)
|
As of March 31, 2010 |
|
As Reported |
|
Pro Forma |
|
Pro Forma |
| |||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
491,486 |
|
$ |
850,000 |
(1) |
$ |
1,341,486 |
|
|
Restricted cash |
|
|
321,745 |
|
|
— |
|
|
321,745 |
|
|
Accounts receivable, less allowance for doubtful accounts of $226,000 |
|
|
7,570,179 |
|
|
— |
|
|
7,570,179 |
|
|
Inventories |
|
|
8,297,085 |
|
|
— |
|
|
8,297,085 |
|
|
Other current assets |
|
|
598,101 |
|
|
— |
|
|
598,101 |
|
|
Current assets of discontinued operations |
|
|
1,242,312 |
|
|
(1,242,312 |
) (2) |
|
— |
|
|
Total current assets |
|
|
18,520,908 |
|
|
(392,312 |
) |
|
18,128,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment |
|
|
35,933,986 |
|
|
— |
|
|
35,516,164 |
|
|
Less: Accumulated depreciation |
|
|
29,205,782 |
|
|
— |
|
|
29,205,782 |
|
|
Net machinery and equipment |
|
|
6,728,204 |
|
|
— |
|
|
6,728,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
9,708,979 |
|
|
— |
|
|
9,708,979 |
|
|
Investment in partnerships |
|
|
1,225,278 |
|
|
— |
|
|
1,225,278 |
|
|
Other assets of discontinued operations |
|
|
124,245 |
|
|
(124,245 |
) (2) |
|
— |
|
|
Other assets, net |
|
|
1,438,348 |
|
|
— |
|
|
1,438,348 |
|
|
Total assets |
|
$ |
37,745,962 |
|
$ |
(516,557 |
) |
$ |
37,229,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
Checks written in excess of cash |
|
$ |
249,461 |
|
|
— |
|
$ |
249,461 |
|
|
Current maturities of long-term debt |
|
|
1,714,802 |
|
|
— |
|
|
1,714,802 |
|
|
Accounts payable |
|
|
3,878,749 |
|
|
— |
|
|
3,878,749 |
|
|
Income taxes payable |
|
|
19,628 |
|
|
— |
|
|
19,628 |
|
|
Deferred gain |
|
|
110,084 |
|
|
— |
|
|
110,084 |
|
|
Partnership payable |
|
|
260,000 |
|
|
— |
|
|
260,000 |
|
|
Liabilities of discontinued operations |
|
|
1,034,169 |
|
|
(1,034,169 |
) (2) |
|
— |
|
|
Other accrued liabilities |
|
|
3,291,447 |
|
|
470,000 |
(3) |
|
3,761,447 |
|
|
Total current liabilities |
|
|
10,558,340 |
|
|
(564,169 |
) |
|
9,994,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term debt, less current maturities |
|
|
7,109,030 |
|
|
— |
|
|
7,109,030 |
|
|
Other postretirement benefit obligations |
|
|
738,465 |
|
|
— |
|
|
738,465 |
|
|
Long term partnership payable |
|
|
500,000 |
|
|
— |
|
|
500,000 |
|
|
Deferred income taxes |
|
|
122,753 |
|
|
— |
|
|
122,753 |
|
|
Accrued pension liabilities |
|
|
503,893 |
|
|
— |
|
|
503,893 |
|
|
Deferred gain |
|
|
577,942 |
|
|
— |
|
|
577,942 |
|
|
Total liabilities |
|
|
20,110,423 |
|
|
(564,169 |
) |
|
19,546,254 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
Common shares, $1.00 par value per share; 20,000,000 shares authorized; 5,990,412 shares issued; 5,474,658 shares outstanding |
|
|
5,990,412 |
|
|
— |
|
|
5,990,412 |
|
|
Additional paid-in capital |
|
|
15,118,128 |
|
|
— |
|
|
15,118,128 |
|
|
Retained deficit |
|
|
(1,986,891 |
) |
|
47,612 |
(4) |
|
(1,939,279 |
) |
|
Accumulated other comprehensive loss |
|
|
(221,032 |
) |
|
— |
|
|
(221,032 |
) |
|
Less: 515,754 common shares held in treasury, at cost |
|
|
(1,265,078 |
) |
|
— |
|
|
(1,265,078 |
) |
|
Total shareholders’ equity |
|
|
17,635,539 |
|
|
— |
|
|
17,635,539 |
|
|
Total liabilities and shareholders’ equity |
|
$ |
37,745,962 |
|
$ |
(516,557 |
) |
$ |
37,229,405 |
|
|
(1) |
Pro forma adjustment reflects total cash proceeds of $850,000 based on a closing date of March 31, 2010. |
|
(2) |
Pro forma adjustments reflect the removal of the assets and liabilities of the electronics business. |
|
(3) |
Pro forma adjustment reflects the estimated one-time employee termination benefits retained by parent Company. |
|
(4) |
Pro forma adjustment reflects the estimated $110,000 gain on the sale of the electronics business and the removal of operations of the electronics business. |