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 23, 2012
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))
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Item 2.02 Results of Operations and Financial Condition.
On August 23, 2012, Koss Corporation issued a press release announcing its financial results for the quarter ended June 30, 2012. 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 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number | Description | |
Exhibit 99.1 | Press Release of Koss Corporation dated August 23, 2012. | |
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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 thereunto duly authorized.
Dated: August 23, 2012 | KOSS CORPORATION | |
By: | /s/ Michael J. Koss | |
Michael J. Koss | ||
Chief Executive Officer and President | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE | CONTACT: | Michael J. Koss |
August 23, 2012 | President & CEO | |
(414) 964-5000 | ||
mjkoss@koss.com | ||
Koss Sales Strengthen Late in Year
Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity headphone company, has reported its fiscal year end and fourth quarter results for the year ended June 30, 2012. Sales for the fourth quarter were $10,887,685 compared to $10,265,532 for the same three month period one year ago, a 6% increase. Net income decreased to $931,891, compared to $1,787,397 for the fourth quarter last year. Diluted income per common share was $0.13 compared with $0.24 one year ago.
“The fourth quarter had strong sales driven by addition of new customers and products,” Michael J. Koss, President and CEO, said here today. “Export sales continued their improvement and we saw good sales to several new customers. Koss introduced Striva in the fourth quarter but those sales have not yet been significant to the overall results. Net income was down primarily due to new product and marketing expenditures as well as lower recoveries related to the unauthorized transactions.”
Sales for the twelve months ended June 30, 2012 trended down by 9% to $37,865,767 compared with $41,518,135 for the same twelve month period a year ago. Twelve month net income declined to $2,940,415 compared to $4,373,331 for the same twelve months last year. Diluted income per common share was $0.40 compared with $0.59 one year ago. The fiscal years 2012 and 2011 included $1,470,818 and $826,183, respectively, of proceeds for insurance and other recoveries that exceeded the costs for legal fees related to previously reported unauthorized transactions.
“Our new product and marketing initiatives are starting to gain some traction resulting in higher sales in the second six months of fiscal year 2012 than in the same period last year. Europe rebounded throughout the second half but still finished behind last year,” Michael J. Koss, President and CEO said here today. “The new Striva product line has received many favorable reviews and is just beginning to generate sales.”
Koss went on to note that the Company had higher costs from suppliers in China that negatively affected margins. The impact of those costs were partially mitigated through alternate suppliers and pricing. The Company also had higher costs for the new product development and marketing related to the Striva products and other products introduced toward the end of the fiscal year.
“We have several new and exciting products hitting the market,” Koss said. “The most exciting of these is Striva, which was announced in late April. The two Striva products are the world's first Wi-Fi headphones to receive music directly from the internet. The revolution is in the air.”
The Company will pay a dividend of $0.06 cents per share on October 15, 2012, to shareholders of record on September 28, 2012.
Exhibit 99.1
Koss Corporation markets a complete line of high-fidelity headphones, speaker-phones, computer headsets, telecommunications headsets, active noise canceling headphones, wireless headphones, and compact disc recordings of American Symphony Orchestras on the Koss Classics label.
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 "may," "will," "should," "forecasts," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms and other comparable terminology. These statements are only predictions. 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. 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 AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months | Twelve Months | ||||||||||||||
Period Ended June 30, | 2012 | 2011 | 2012 | 2011 | |||||||||||
Net sales | $ | 10,887,685 | $ | 10,265,532 | $ | 37,865,767 | $ | 41,518,135 | |||||||
Cost of goods sold | 6,635,551 | 6,374,942 | 23,334,352 | 24,661,503 | |||||||||||
Gross profit | 4,252,134 | 3,890,590 | 14,531,415 | 16,856,632 | |||||||||||
Operating Expenses: | |||||||||||||||
Selling, general and administrative expenses | 3,288,050 | 3,032,534 | 12,115,472 | 11,431,497 | |||||||||||
Unauthorized transaction related costs and (recoveries), net | (333,782 | ) | (920,823 | ) | (1,470,818 | ) | (826,183 | ) | |||||||
Total Operating Expenses | 2,954,268 | 2,111,711 | 10,644,654 | 10,605,314 | |||||||||||
Income from operations | 1,297,866 | 1,778,879 | 3,886,761 | 6,251,318 | |||||||||||
Other Income (Expense): | |||||||||||||||
Interest income | — | (2 | ) | 29,322 | 13,214 | ||||||||||
Interest expense | (23,738 | ) | 374,152 | 124,423 | 52,419 | ||||||||||
Total Other Income (Expense), net | (23,738 | ) | 374,150 | 153,745 | 65,633 | ||||||||||
Income before income tax provision | 1,274,128 | 2,153,029 | 4,040,506 | 6,316,951 | |||||||||||
Income tax provision | 342,237 | 365,632 | 1,100,091 | 1,943,620 | |||||||||||
Net income | $ | 931,891 | $ | 1,787,397 | $ | 2,940,415 | $ | 4,373,331 | |||||||
Income per common share: | |||||||||||||||
Basic | $ | 0.13 | $ | 0.24 | $ | 0.40 | $ | 0.59 | |||||||
Diluted | $ | 0.13 | $ | 0.24 | $ | 0.40 | $ | 0.59 | |||||||
Dividends declared per common share | $ | 0.06 | $ | 0.06 | $ | 0.24 | $ | 0.24 | |||||||
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