UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
for the quarterly period ended
OR
Commission File Number
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
| |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
|
|
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 every Interactive Data File required to be submitted 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
Large accelerated filer ☐ |
| Accelerated filer ☐ |
|
|
|
| Smaller reporting company | |
|
|
|
|
| Emerging growth company |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☐ No
At October 23, 2023, there were
KOSS CORPORATION
FORM 10-Q
September 30, 2023
INDEX
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
KOSS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
|
|
|
|
|
|
|
|
|
|
| |
| September 30, 2023 |
| June 30, 2023 | ||
ASSETS |
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents | $ | |
| $ | |
Short term investments |
| |
|
| |
Accounts receivable, less allowance for credit losses of $ |
| |
|
| |
Inventories |
| |
|
| |
Prepaid expenses and other current assets |
| |
|
| |
Interest receivable |
| |
|
| |
Income taxes receivable |
| |
|
| |
Total current assets |
| |
|
| |
|
|
|
|
|
|
Equipment and leasehold improvements, net |
| |
|
| |
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
Operating lease right-of-use asset |
| |
|
| |
Cash surrender value of life insurance |
| |
|
| |
Total other assets |
| |
|
| |
|
|
|
|
|
|
Total assets | $ | |
| $ | |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable | $ | |
| $ | |
Accrued liabilities |
| |
|
| |
Deferred revenue |
| |
|
| |
Operating lease liability |
| |
|
| |
Income taxes payable |
| |
|
| |
Total current liabilities |
| |
|
| |
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
Deferred compensation |
| |
|
| |
Deferred revenue |
| |
|
| |
Operating lease liability |
| |
|
| |
Total long-term liabilities |
| |
|
| |
|
|
|
|
|
|
Total liabilities |
| |
|
| |
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
Common stock, $ |
| |
|
| |
Paid in capital |
| |
|
| |
Retained earnings |
| |
|
| |
Total stockholders' equity |
| |
|
| |
|
|
|
|
|
|
Total liabilities and stockholders' equity | $ | |
| $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KOSS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended | ||||
| September 30 | ||||
| 2023 |
| 2022 | ||
Net sales | $ | |
| $ | |
Cost of goods sold |
| |
|
| |
Gross profit |
| |
|
| |
|
|
|
|
|
|
Selling, general and administrative expenses |
| |
|
| |
|
|
|
|
|
|
(Loss) from operations |
| ( |
|
| ( |
|
|
|
|
|
|
Other income |
| — |
|
| |
Interest income |
| |
|
| |
|
|
|
|
|
|
(Loss) income before income tax provision |
| ( |
|
| |
|
|
|
|
|
|
Income tax provision |
| |
|
| |
|
|
|
|
|
|
Net (loss) income | $ | ( |
| $ | |
|
|
|
|
|
|
(Loss) income per common share: |
|
|
|
|
|
Basic | $ | ( |
| $ | |
Diluted | $ | ( |
| $ | |
|
|
|
|
|
|
Weighted-average number of shares: |
|
|
|
|
|
Basic |
| |
|
| |
Diluted |
| |
|
| |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KOSS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended | ||||
| September 30 | ||||
| 2023 |
| 2022 | ||
Operating activities: |
|
|
|
|
|
Net (loss) income | $ | ( |
| $ | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: |
|
|
|
|
|
(Recovery of) Provision for credit losses |
| ( |
|
| |
Depreciation of equipment and leasehold improvements |
| |
|
| |
Accretion of discount on treasury securities |
| ( |
|
| — |
Noncash operating lease expense |
| |
|
| |
Stock-based compensation expense |
| |
|
| |
Change in cash surrender value of life insurance |
| ( |
|
| ( |
(Benefit) Provision for deferred compensation |
| ( |
|
| |
Net changes in operating assets and liabilities: |
|
|
|
|
|
Accounts receivable |
| |
|
| |
Inventories |
| |
|
| |
Prepaid expenses and other current assets |
| ( |
|
| ( |
Interest receivable |
| ( |
|
| — |
Income taxes receivable |
| ( |
|
| — |
Income taxes payable |
| ( |
|
| |
Accounts payable |
| ( |
|
| ( |
Accrued liabilities |
| ( |
|
| |
Deferred revenue |
| ( |
|
| ( |
Net cash (used in) provided by operating activities |
| ( |
|
| |
|
|
|
|
|
|
Investing activities: |
|
|
|
|
|
Purchase of equipment and leasehold improvements |
| ( |
|
| ( |
Life insurance premiums paid |
| ( |
|
| ( |
Proceeds from the maturity of treasury securities |
| |
|
| — |
Purchases of treasury securities |
| ( |
|
| — |
Net cash used in investing activities |
| ( |
|
| ( |
|
|
|
|
|
|
Financing activities: |
|
|
|
|
|
Proceeds from exercise of stock options |
| — |
|
| |
Net cash provided by financing activities |
| — |
|
| |
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
| ( |
|
| |
Cash and cash equivalents at beginning of period |
| |
|
| |
Cash and cash equivalents at end of period | $ | |
| $ | |
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
Cash paid for income taxes | $ | |
| $ | — |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KOSS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended September 30, 2023 | ||||||||||||
| Common Stock |
| Paid in |
| Retained |
|
| ||||||
| Shares |
| Amount |
| Capital |
| Earnings |
| Total | ||||
Balance, June 30, 2023 | |
| $ | |
| $ | |
| $ | |
| $ | |
Net (loss) | — |
|
| — |
|
| — |
|
| ( |
|
| ( |
Stock-based compensation expense | — |
|
| — |
|
| |
|
| — |
|
| |
Balance, September 30, 2023 | |
| $ | |
| $ | |
| $ | |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended September 30, 2022 | ||||||||||||
| Common Stock |
| Paid in |
| Retained |
|
| ||||||
| Shares |
| Amount |
| Capital |
| Earnings |
| Total | ||||
Balance, June 30, 2022 | |
| $ | |
| $ | |
| $ | |
| $ | |
Net income | — |
|
| — |
|
| — |
|
| |
|
| |
Stock-based compensation expense | — |
|
| — |
|
| |
|
| — |
|
| |
Stock option exercises | |
|
| |
|
| |
|
| — |
|
| |
Balance, September 30, 2022 | |
| $ | |
| $ | |
| $ | |
| $ | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
KOSS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2023
(Unaudited)
The condensed consolidated balance sheets as of September 30, 2023 and June 30, 2023, the condensed consolidated statements of operations for the three months ended September 30, 2023 and 2022, the condensed consolidated statements of cash flows for the three months ended September 30, 2023 and 2022, and the condensed consolidated statements of stockholders' equity for the three months ended September 30, 2023 and 2022, have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and have not been audited. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The operating results for any interim period are not necessarily indicative of the operating results that may be experienced for the full fiscal year.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023.
Debt securities are classified as held-to-maturity as the Company has the positive intent and ability to hold them to maturity. The securities are carried at amortized cost as current or noncurrent based upon maturity date and unrealized gains and losses are recognized when realized. The amortized cost of debt securities is adjusted for amortization of premium and accretion of discounts to maturity. Such amortization or accretion is included in interest income, along with other interest on cash and cash equivalents.
We estimate a provision for income taxes based on the effective tax rate expected to be applicable for the fiscal year. If the actual results are different from these estimates, adjustments to the effective tax rate may be required in the period such determination is made. Additionally, discrete items are treated separately from the effective rate analysis and are recorded separately as an income tax provision or benefit at the time they are recognized.
During the quarter ended September 30, 2023, a state income tax provision of $
The effective tax rate was less than
Temporary differences which give rise to deferred income tax assets and liabilities at September 30, 2023 and June 30, 2023 include:
|
|
|
|
|
|
| September 30, 2023 |
| June 30, 2023 | ||
Deferred income tax assets: |
|
|
|
|
|
Deferred compensation | $ |
| $ | ||
Stock-based compensation |
|
|
| ||
Accrued expenses and reserves |
|
|
| ||
Deferred revenue |
|
|
| ||
Federal and state net operating loss carryforwards |
|
|
| ||
IRC Section 174 research and development costs |
|
|
| ||
Credit carryforwards |
|
|
| ||
Equipment and leasehold improvements |
|
|
| ||
Lease liability |
|
|
| | |
Valuation allowance |
| ( |
|
| ( |
Total deferred income tax assets |
|
|
| ||
|
|
|
|
|
|
Deferred income tax liabilities: |
|
|
|
|
|
ROU asset |
| ( |
|
| ( |
Other |
| ( |
|
| ( |
Net deferred income tax assets | $ |
|
| $ |
|
In the three months ending September 30, 2022, the Company received licensing proceeds of $
The Company’s deferred compensation liability is for a current officer and is calculated based on years of service and compensation, along with various assumptions related to expected retirement date, discount rates, and mortality tables. The related expense is calculated using the net present value of the expected payments and is included in selling, general and administrative expenses in the condensed consolidated statements of operations. The deferred compensation liability recorded at September 30, 2023 and June 30, 2023 is $
Effective July 1, 2023, the Company adopted Accounting Standards Update (ASU) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost, including trade receivables and held-to-maturity debt securities. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets, including accounts receivable.
The Company adopted ASU 2016-13 effective July 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost.
Allowance for Credit Losses – Accounts Receivable: The allowance for credit losses is deducted from the cost basis of the receivable to present the net amount expected to be collected on the accounts. The Company measures expected credit losses for accounts receivable using the aging method whereby expected credit losses are determined on the basis of how long a receivable has been outstanding. Historical loss data is utilized to estimate expected losses as the risk characteristics of the customer base and the Company’s credit practices have not changed significantly over time. The estimates are then adjusted for current conditions, such as level of inflation and the potential change in credit availability given rising interest rates, as well as supportable and reasonable forecasts indicating whether these conditions will continue into the future or new ones will arise that need to be considered.
Upon evaluation of the impact of this ASU, the Company concluded that minimal reserves were necessary as historical losses were immaterial, and, based on the qualitative and quantitative analysis performed in accordance with Topic 326 requirements, the Company determined there was no reasonable expectation of significant credit losses associated with the Company’s accounts receivable in the foreseeable future.
Allowance for Credit Losses - Held-to Maturity Debt Securities: The Company did
The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements. Results for reporting periods beginning after July 1, 2023 are presented under CECL while prior period amounts continue to be reported in accordance with previously applicable accounting standards (“Incurred Loss”).
The following tables summarize the unrealized positions for the held-to-maturity debt securities as of September 30, 2023 and June 30, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2023 | ||||||||||
| Amortized cost basis |
| Gross unrealized gains |
| Gross unrealized losses |
| Fair Value | ||||
US Treasury securities | $ | |
| $ | — |
| $ | ( |
| $ | |
Total | $ | |
| $ | — |
| $ | ( |
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
| June 30, 2023 | ||||||||||
| Amortized cost basis |
| Gross unrealized gains |
| Gross unrealized losses |
| Fair Value | ||||
US Treasury securities | $ | |
| $ | — |
| $ | ( |
| $ | |
Total | $ | |
| $ | — |
| $ | ( |
| $ | |
The following tables summarize the fair value and amortized cost basis of the held-to-maturity debt securities by contractual maturity as of September 30, 2023 and June 30, 2023:
|
|
|
|
|
|
| September 30, 2023 | ||||
| Amortized Cost Basis |
| Fair value | ||
Due within one year | $ | |
| $ | |
Total | $ | |
| $ | |
|
|
|
|
|
|
| June 30, 2023 | ||||
| Amortized Cost Basis |
| Fair value | ||
Due within one year | $ | |
| $ | |
Total | $ | |
| $ | |
The components of inventories were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
| September 30, 2023 |
| June 30, 2023 | ||
Raw materials | $ | |
| $ | |
Finished goods |
| |
|
| |
Inventories, gross |
| |
|
| |
Reserve for obsolete inventory |
| ( |
|
| ( |
Inventories, net | $ | |
| $ | |
On May 14, 2019, the Company entered into a secured credit facility (“Credit Agreement”) with Town Bank (“Lender”). The Credit Agreement provides for a $