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 6, 2013
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 6, 2013, Koss Corporation issued a press release announcing its financial results for the quarter ended June 30, 2013. 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 6, 2013. | |
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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 hereunto duly authorized.
August 6, 2013 | 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 6, 2013 | President & CEO | |
(414) 964-5000 | ||
mjkoss@koss.com | ||
Koss Q4 Net Income Increases On Lawsuit Settlement
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, 2013. Sales for the fourth quarter were $9,905,573 compared to $10,887,685 for the same three month period one year ago, a 9.0% decrease. Net income increased to $4,607,433, compared to $931,891 for the fourth quarter last year. Diluted income per common share was $0.62 compared with $0.13 one year ago.
“The fourth quarter last year had strong sales driven by the addition of new customers,” Michael J. Koss, President and CEO, said here today. “This year's fourth quarter did not have similar load in shipments of full product lines at new customers. The Fit Series, designed for women with the help of Olympian Dara Torres, was launched in this quarter and we have had very good shipments beginning in late June and continuing into July. Net income was up primarily due to the settlement with our former auditors.”
Sales for the twelve months ended June 30, 2013 trended down by 5.5% to $35,764,579 compared with $37,865,767 for the same twelve month period a year ago. Twelve month net income increased to $5,427,715 compared to $2,940,415 for the same twelve months last year. Diluted income per common share was $0.74 compared with $0.40 one year ago. The fiscal years 2013 and 2012 included $7,587,047 and $1,470,818, respectively, of proceeds for insurance and other recoveries that exceeded the costs for legal fees related to previously reported unauthorized transactions. The amount for fiscal year 2013 includes the net recovery relating to the settlement with the Company's former auditors.
“We are excited about the new Fit Series and other products in the pipeline for release in the next year. Our sales initiatives have paid off with good sales to several new customers. However, these efforts could not offset the decline in sales to larger customers in Europe and the U.S. in fiscal 2013,” Koss said.
Koss went on to note that the Company had improved margins in the current year after adjusting for amortization of the software development costs for its STRIVA line of products.
"The twelve months of fiscal year 2013 included a full year of amortization for the STRIVA software development costs. The software amortization increased by approximately $1,415,000 of non-cash expense to cost of sales in fiscal 2013, decreasing margins by approximately 4% for the year," Koss said.
The positive impact of the settlement of the lawsuit with the Company's former auditors increased the Company's profits thereby increasing expenses in SG&A tied to profit-based compensation. The settlement of the lawsuit that resulted in gross proceeds of $8,500,000 added $6,380,000 to unauthorized transaction related recoveries net after accounting for the related legal fees.
Exhibit 99.1
The Company will pay a dividend of $0.06 cents per share on October 15, 2013, to shareholders of record on September 30, 2013.
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 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. 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 STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||
June 30 | June 30 | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net sales | $ | 9,905,573 | $ | 10,887,685 | $ | 35,764,579 | $ | 37,865,767 | ||||||||
Cost of goods sold | 6,209,525 | 6,635,551 | 22,755,760 | 23,334,352 | ||||||||||||
Gross profit | 3,696,048 | 4,252,134 | 13,008,819 | 14,531,415 | ||||||||||||
Operating expenses: | ||||||||||||||||
Selling, general and administrative expenses | 3,819,317 | 3,288,050 | 12,953,475 | 12,115,472 | ||||||||||||
Unauthorized transaction related recoveries, net | (6,543,977 | ) | (333,782 | ) | (7,587,047 | ) | (1,470,818 | ) | ||||||||
Total operating expenses | (2,724,660 | ) | 2,954,268 | 5,366,428 | 10,644,654 | |||||||||||
Income from operations | 6,420,708 | 1,297,866 | 7,642,391 | 3,886,761 | ||||||||||||
Other income (expense): | ||||||||||||||||
Interest income | — | — | 11 | 29,322 | ||||||||||||
Interest expense | 95,809 | (23,738 | ) | 56,079 | 124,423 | |||||||||||
Total other income (expense), net | 95,809 | (23,738 | ) | 56,090 | 153,745 | |||||||||||
Income before income tax provision | 6,516,517 | 1,274,128 | 7,698,481 | 4,040,506 | ||||||||||||
Income tax provision | 1,909,084 | 342,237 | 2,270,766 | 1,100,091 | ||||||||||||
Net income | $ | 4,607,433 | $ | 931,891 | $ | 5,427,715 | $ | 2,940,415 | ||||||||
Income per common share: | ||||||||||||||||
Basic | $ | 0.62 | $ | 0.13 | $ | 0.74 | $ | 0.40 | ||||||||
Diluted | $ | 0.62 | $ | 0.13 | $ | 0.74 | $ | 0.40 | ||||||||
Dividends declared per common share | $ | 0.06 | $ | 0.06 | $ | 0.24 | $ | 0.24 | ||||||||
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