Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 16, 2018
 
Koss Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-3295
 
39-1168275
(State or other
Jurisdiction of
Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212
(Address of principal executive offices)  (Zip code)
 
(414) 964-5000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o   


1



Item 2.02     Results of Operations and Financial Condition.
 
On August 16, 2018, Koss Corporation issued a press release announcing its financial results for the quarter and fiscal year ended June 30, 2018.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
 
The information in this report is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition.  In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
 
Item 9.01     Financial Statements and Exhibits.
 
(d) Exhibits
 
Number
 
Description
 
 
 
Exhibit 99.1
 

2



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
August 16, 2018
KOSS CORPORATION
 
 
 
 
By:
/s/ Michael J. Koss
 
 
Michael J. Koss
 
 
Chairman and Chief Executive Officer

3
Exhibit
Exhibit 99.1

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12416923&doc=3
FOR IMMEDIATE RELEASE
CONTACT:
Michael J. Koss
August 16, 2018
 
Chairman & CEO
 
 
(414) 964-5000
 
 
mjkoss@koss.com

Koss Corp. Fourth Quarter Net Sales Up 16%

Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity headphone company, has reported its fourth quarter results for the quarter and year ended June 30, 2018.

Sales for the fourth quarter were $7,238,260, which is a 15.9% increase from sales of $6,243,863 for the same three month period one year ago. The three month net income was $347,029, compared to a net loss of $70,377 for the fourth quarter last year. Diluted and basic income per common share for the quarter was $0.05 compared to diluted and basic loss per common share of $0.01 for the three month period one year ago.

"New products drove a significant increase in sales to distributors in Europe," Michael J. Koss, Chairman and CEO, said today. "This sharp improvement in the European market, combined with increased sales to mass retail in the domestic market, drove net sales for the quarter ended June 30, 2018, the highest they have been in any single quarter since the three month period ended June 30, 2016. The increase in sales combined with controlled spending allowed us to generate net income of $347,029 for the quarter ended June 30, 2018, compared to a net loss of $70,377 for the same three month period one year ago."

Sales for the twelve months ended June 30, 2018, decreased 2.2% from $24,054,281 in the same period last year to $23,515,441 in the current year. The twelve month net loss was $3,386,060 compared to $963,636 for the same period last year. Diluted and basic loss per common share was $0.46 for the twelve months ended June 30, 2018 compared to $0.13 for the same twelve month period one year ago.

"Controlled spending drove a reduction in the loss before income tax for the twelve months ended June 30, 2018, compared to the same period last year," Koss explained. "However, we continued to see the impact on the bottom line of tax adjustments made in the second quarter to write-down deferred tax assets to the new federal statutory rate as well as increase the valuation allowance for deferred tax assets. These adjustments drove an increase in tax expense for the twelve months ended June 30, 2018, and caused the increased net loss compared to the same twelve month period one year ago."



Koss Corporation markets a complete line of high-fidelity headphones, wireless Bluetooth® speakers, computer headsets, telecommunications headsets, active noise canceling headphones, wireless headphones, and compact disc recordings of American Symphony Orchestras on the Koss Classics® label.



Exhibit 99.1

This press release contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "may," "will," "should," "forecasts," "predicts," "potential," "continue," or the negative of such terms and other comparable terminology. These statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties. Actual events or results may differ materially. In evaluating forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements, such as general economic conditions, in particular, consumer demand for the Company's and its customers' products, competitive and technological developments, foreign currency fluctuations, and costs of operations. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances or new information. In addition, such uncertainties and other operational matters are discussed further in the Company's quarterly and annual filings with the Securities and Exchange Commission.



Exhibit 99.1


KOSS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


 
 
Three Months Ended
 
Twelve Months Ended
 
 
June 30
 
June 30
 
 
2018
 
2017
 
2018
 
2017
Net sales
 
$
7,238,260

 
$
6,243,863

 
$
23,515,441

 
$
24,054,281

Cost of goods sold
 
5,179,712

 
4,447,831

 
16,933,431

 
17,158,977

Gross profit
 
2,058,548

 
1,796,032

 
6,582,010

 
6,895,304

 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
1,718,351

 
1,871,022

 
6,938,921

 
7,599,882

Unauthorized transaction related (recoveries) costs, net
 
(1,320
)
 
(6,211
)
 
(18,765
)
 
67,548

Interest expense
 

 

 
5,218

 
964

Income (loss) before income tax provision
 
341,517

 
(68,779
)
 
(343,364
)
 
(773,090
)
 
 
 
 
 
 
 
 
 
Income tax (benefit) provision
 
(5,512
)
 
1,598

 
3,042,696

 
190,546

 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
347,029

 
$
(70,377
)
 
$
(3,386,060
)
 
$
(963,636
)
 
 
 
 
 
 
 
 
 
Income (loss) per common share:
 
 
 
 
 
 
 
 
Basic
 
$
0.05

 
$
(0.01
)
 
$
(0.46
)
 
$
(0.13
)
Diluted
 
$
0.05

 
$
(0.01
)
 
$
(0.46
)
 
$
(0.13
)