1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   Form 10-Q


             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                  for the quarterly period ended  December 31, 1995

                                       OR

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


Commission File Number 0-3295
- --------------------------------------------------------------------------------

KOSS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)



A DELAWARE CORPORATION                                   39-1168275
- --------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)



4129 North Port Washington Avenue, Milwaukee, Wisconsin   53212
- --------------------------------------------------------------------------------
(Address of principal executive office)              (Zip Code)


Registrant's telephone number, including area code:  (414) 964-5000
                                                     ---------------------------



Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 YES  __X__ NO ____

At December 31, 1995, there were 3,511,080 shares outstanding of the
Registrant's common stock, $0.01 par value per share.













                                    1 of 11

   2


                       KOSS CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                               December 31, 1995


                                     INDEX




                                                                         Page
  PART I   FINANCIAL INFORMATION

           Item 1       Financial Statements

                        Condensed Consolidated Balance Sheets
                        December 31, 1995 (Unaudited) and June 30, 1995    3

                        Condensed Consolidated Statements
                        of Income (Unaudited)
                        Quarter and six months ended 
                        December 31, 1995 and 1994                         4

                        Condensed Consolidated Statements of Cash
                        Flows (Unaudited)
                        Quarter and six months ended
                        December 31, 1995 and 1994                         5

                        Notes to Condensed Consolidated Financial
                        Statements (Unaudited) December 31, 1995           6-7

           Item 2       Management's Discussion and Analysis of
                        Financial Condition and Results of Operations      8-9


  PART II  OTHER INFORMATION

           Item 4       Submission of Matters to Vote of Security Holders  10











                                    2 of 11




   3


                       KOSS CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS




December 31, 1995 June 30, 1995 (Unaudited) (*) -------------------------------- ASSETS Current Assets: Cash $ 64,908 $ 49,227 Accounts receivable, net 10,506,810 7,242,862 Inventories 9,252,293 9,395,915 Prepaid expenses 874,094 676,874 Income taxes receivable -- 376,147 Prepaid income taxes 378,946 378,946 - -------------------------------------------------------------------------------------- Total current assets 21,077,051 18,119,971 Property and Equipment, net 2,275,053 2,283,394 Intangible and Other Assets 553,956 569,558 - -------------------------------------------------------------------------------------- $23,906,060 $20,972,923 ====================================================================================== LIABILITIES AND STOCKHOLDERS' INVESTMENT Current Liabilities: Accounts payable $ 2,450,445 $ 1,726,711 Accrued liabilities 1,187,231 930,660 - -------------------------------------------------------------------------------------- Total current liabilities 3,637,676 2,657,371 Long-Term Debt 929,948 570,000 Deferred Income Taxes 6,862 6,862 Deferred Compensation and Other Liabilities 964,804 907,264 Contingently Redeemable Equity Interest 1,490,000 1,490,000 Stockholders' Investment 16,876,770 15,341,426 - -------------------------------------------------------------------------------------- $23,906,060 $20,972,923 ======================================================================================
* The balance sheet at June 30, 1995, has been prepared from the audited financial statements at that date. See accompanying notes. 3 of 11 4 KOSS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited)
Three Months Six Months Period Ended December 31 1995 1994 1995 1994 - ----------------------------------------------------------------------------------- Net sales $9,870,439 $9,805,952 $19,458,983 $18,178,854 Cost of goods sold 6,988,367 6,418,953 13,432,290 11,926,752 - ----------------------------------------------------------------------------------- Gross profit 2,882,072 3,386,999 6,026,693 6,252,102 Selling, general and administrative expense 2,227,795 2,355,552 4,368,540 4,345,539 - ----------------------------------------------------------------------------------- Income from operations 654,277 1,031,447 1,658,153 1,906,563 Other income (expense) Royalty income 679,737 680,687 1,068,729 1,023,928 Interest income 4,323 25,910 8,448 42,025 Interest expense (33,181) (109,175) (60,349) (179,023) - ----------------------------------------------------------------------------------- Income before income taxes 1,305,156 1,628,869 2,674,981 2,793,493 Provision for income taxes 534,750 639,032 1,096,463 1,093,278 - ----------------------------------------------------------------------------------- Net income $ 770,406 $ 989,837 $ 1,578,518 $ 1,700,215 =================================================================================== Number of common and common equivalent shares used in computing earnings per share 3,575,094 3,688,832 3,570,142 3,678,177 =================================================================================== Earnings per common and common equivalent share $0.22 $0.27 $0.44 $0.46 =================================================================================== Dividends per common share None None None None ===================================================================================
4 of 11 5 KOSS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended December 31 1995 1994 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,578,518 $ 1,700,215 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 341,874 489,332 Deferred compensation and other liabilities 140,088 54,387 Net changes in operating assets and liabilities (2,305,514) (3,798,438) - -------------------------------------------------------------------------------- Net cash used in operating activities: (245,034) (1,554,504) - -------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of equipment and leasehold improvements (165,483) (499,941) - -------------------------------------------------------------------------------- Net cash used in investing activities (165,483) (499,941) - -------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments under line of credit agreements (8,384,000) (5,022,000) Borrowings under line of credit agreements 8,743,948 7,343,000 Principal payments on long-term debt -- (6,224) Exercise of stock options 66,250 66,947 - -------------------------------------------------------------------------------- Net cash provided by financing activities 426,198 2,381,723 - -------------------------------------------------------------------------------- Net (decrease) increase in cash 15,681 327,278 Cash at beginning of year 49,227 37,355 - -------------------------------------------------------------------------------- Cash at end of quarter $ 64,908 $ 364,633 ================================================================================
See accompanying notes 5 of 11 6 KOSS CORPORATION AND SUBSIDIARIES December 31, 1995 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The financial statements presented herein are based on interim figures and are subject to audit. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows at December 31, 1995, and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Registrant's June 30, 1995, Annual Report on Form 10-K. The income from operations for the quarter and six months ended December 31, 1995 is not necessarily indicative of the operating results for the full year. 2. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE Earnings per share are computed based on the average number of common and common share equivalents outstanding. When dilutive, stock options are included as share equivalents using the treasury stock method. Common stock equivalents of 64,014 and 438,112 related to stock option grants were included in the computation of the average number of shares outstanding for the quarter ended December 31, 1995 and 1994 respectively. 3. INVENTORIES The classification of inventories is as follows:
December 31, 1995 June 30, 1995 --------------------------------------------------- Raw materials and work in process $4,507,967 $3,888,903 Finished goods 5,430,005 6,192,691 --------------------------------------------------- 9,937,972 10,081,594 LIFO Reserve (685,679) (685,679) --------------------------------------------------- $9,252,293 $9,395,915 ===================================================
6 of 11 7 4. STOCK PURCHASE AGREEMENT The Company has an agreement with its Chairman to repurchase stock from his estate in the event of his death. The repurchase price is 95% of the fair market value of the common stock on the date that notice to repurchase is provided to the Company. The total number of shares to be repurchased shall be sufficient to provide proceeds which are the lesser of $2,500,000 or the amount of estate taxes and administrative expenses incurred by his estate. The Company is obligated to pay in cash 25% of the total amount due and to execute a promissory note at a prime rate of interest for the balance. The Company maintains a $1,150,000 life insurance policy to fund a substantial portion of this obligation. At December 31, 1995 and June 30, 1995, $1,490,000 has been classified as a Contingently Redeemable Equity Interest reflecting the estimated obligation in the event of execution of the agreement. 5. DEFERRED COMPENSATION In 1991, the Board of Directors agreed to continue John C. Koss' current base salary in the event he becomes disabled prior to age 70. After age 70, Mr. Koss shall receive his current base salary for the remainder of his life, whether or not he becomes disabled. The Company is currently recognizing an annual expense of $115,080 in connection with this agreement, which represents the present value of the anticipated future payments. At December 31, 1995 and June 30, 1995, respectively, the related liabilities in the amounts of $498,680 and $326,060 have been included in deferred compensation on the accompanying balance sheets. 7 of 11 8 KOSS CORPORATION AND SUBSIDIARIES FORM 10-Q - December 31, 1995 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition and Liquidity Cash used in operating activities during the six months ended December 31, 1995 amounted to $245,034. The Company expects to generate adequate amounts of cash to meet future needs but maintains sufficient borrowing capacity to fund any shortfall. Working capital was $17,439,375 at December 31, 1995. The increase of $1,976,775 from the balance at June 30, 1995 consists primarily of an increase in accounts receivable. This increase in accounts receivable is the result of higher sales volume for the six month period. Capital expenditures for new property and equipment (including production tooling) were $165,483 for the six months ended December 31, 1995. Depreciation aggregated $313,851 for the six months. For the fiscal year ending June 30, 1996, the Company expects its capital expenditures to be $1,600,000. The Company expects to generate sufficient operating funds to fulfill these expenditures. Stockholders' investment increased to $16,876,770 at December 31, 1995, from $15,341,426 at June 30, 1995. The increase reflects primarily the income for the six month period ending December 31, 1995. No cash dividends have been paid since the first quarter of fiscal 1984. The Company has an unsecured working capital credit facility with a bank which runs through March 15, 1997. This credit facility provides for borrowings up to a maximum of $8,000,000. Borrowings under this credit facility bear interest at the bank's prime rate, or LIBOR plus 2.25%. This credit facility includes certain covenants that require the Company to maintain a minimum tangible net worth and specified current, interest coverage and leverage ratios. Utilization of this credit facility as of December 31, 1995 totaled $1,073,697, consisting of $811,000 in borrowings and $262,697 in commitments for foreign letters of credit. The Company also has a $2,000,000 credit facility which can be used by the Company in the event the Company desires to purchase shares of its own stock. The Company is currently in the process of extending the expiration date of both credit facilities to March 15, 1998. In April, 1995 the Board of Directors authorized the Company's purchase from time to time of its common stock for its own account utilizing the aforementioned $2,000,000 line of credit. From April of 1995 through December 31, 1995, the Company purchased 50,000 shares of its common stock in the open market at an average of $5.775 per share. The Company intends to retire all 50,000 shares in the near future. During calendar year 1995, the Company also purchased 35,193 shares of its common stock in the open market for the Company's Employee Stock Ownership Plan and Trust, at an average price of $7.763 per share. The Company's Canadian subsidiary has a line of credit of $550,000. The interest rate is the prime rate plus 1.5%. The credit facility is subject to the availability of qualifying receivables and inventories which serve as security for the borrowings. Loan advances against the line were $118,948 at December 31, 1995 as compared to $0 at June 30, 1995. 8 of 11 9 Results of Operations Net sales for the quarter ended December 31, 1995 were $9,870,439 compared with $9,805,952 for the same period in 1994, which represents a slight increase in sales compared with the same period in 1994. Net sales for the six months ended December 31, 1995 were $19,458,983 compared with $18,178,854 for the same period in 1994, an increase of $1,280,129. This increase was primarily a result of strong orders in August and September. Gross profit as a percent of net sales was 29% for the quarter ended December 31, 1995 compared with 35% for the same period in the prior year. For the six month period ended December 31, 1995, the gross profit percentage was 31% compared with 34% for the same period in 1994. Shifts in product mix resulted in the decrease in gross profit as compared to last year. Selling, general and administrative expenses for the quarter ended December 31, 1995 were $2,227,795 or 23%, as against $2,355,552 or 24% for the same period in 1994. For the six month period ended December 31, 1995, such expenses were $4,368,540 or 22%, as against $4,345,539 or 24% for the same period in 1994. The decrease is due to a rigorous control of expenses by the Company this fiscal year. For the second quarter ended December 31, 1995, income from operations was $654,277 versus $1,031,447 for the same period in the prior year. Income from operations for the six months ended December 31, 1995 was $1,658,153 as compared to $1,906,563 for the same period in 1994. The decrease is primarily related to the decrease in gross margin resulting from shifts in product mix. Net interest expense amounted to $33,181 for the quarter as compared to $109,175 for the same period in the prior year. For the six month period, the interest expense amounted to $60,349 compared with $179,023 for the same period in the prior year. The decrease is a result of the Company borrowing at much lower levels as compared to the same periods last year. The Company has a License Agreement with Trabelco N.V., a Netherlands, Antilles company and a subsidiary of Hagemeyer, N.V., covering North America and most of South America and Central America. Hagemeyer N.V., a diverse international trading company based in the Netherlands, has business interests in food, appliances, electromechanical and automobile distribution as well as a solid base of consumer electronic distribution in Asia, Europe, North America, South America and Central America. This License Agreement expires December 31, 1997; however, said agreement contains renewal options for additional three year periods. Royalty income earned in connection with this License Agreement for the quarter ended December 31, 1995 was $679,737 as compared to $680,687 for the same period in 1994. For the six month period, royalty income was $1,068,729 at December 31, 1995 compared to $1,023,928 at December 31, 1994. The Company recognizes royalty income when earned. On September 29, 1995, the Company entered into a second License Agreement with Trabelco N.V. covering most European countries. No sales have been reported under this License Agreement for the quarter ending December 31, 1995. 9 of 11 10 PART II OTHER INFORMATION Item 4 Submission of Matters to Vote of Security Holders a) On October 19, 1995 an Annual Meeting of Stockholders was held. b) Proxies for the election of directors were solicited pursuant to Regulation 14, there was no solicitation in opposition to management's nominees and all such nominees were elected. c) There were 3,322,507 shares of common stock eligible to vote at the Annual Meeting, of which 2,784,830 shares were present at the Annual Meeting in person or by proxy, which constituted a quorum. The following is a summary of the results of the voting:
Number of Votes --------------- For Withheld --- -------- Nominees for 1-year terms ending in 1996: John C. Koss 2,745,854 38,976 Thomas L. Doerr 2,744,900 39,930 Victor L. Hunter 2,746,654 38,176 Michael J. Koss 2,745,054 39,776 Lawrence S. Mattson 2,744,400 40,430 Martin F. Stein 2,746,654 38,176 John J. Stollenwerk 2,746,854 37,976 Number of Votes --------------- For Against Abstain --- ------- ------- Appointment of Price Waterhouse L.L.P. as independent auditors for the year ended June 30, 1996 2,770,007 6,669 8,154
10 of 11 11 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized. KOSS CORPORATION Dated: 2/13/96 /s/ Michael J. Koss --------------------------- Michael J. Koss, President, Chief Executive Officer, Chief Financial Officer Dated: 2/13/96 /s/ Sue Sachdeva --------------------------- Sue Sachdeva Vice President -- Finance 11 of 11
 

5 3-MOS DEC-31-1995 OCT-01-1995 DEC-31-1995 64908 0 10506810 0 9252293 21077051 0 0 23906060 3637676 0 0 0 0 0 23906060 9870439 10554499 6988367 9216162 0 0 33187 1305156 534750 0 0 0 0 770406 .22 0