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, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-3295
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KOSS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
A DELAWARE CORPORATION 39-1168275
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212
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(Address of principal executive offices) (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
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES NO X
--- ---
At December 31, 2004, there were 3,689,025 shares outstanding of the
registrant's common stock, $0.005 par value per share.
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KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q
December 31, 2004
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets
December 31, 2004 (Unaudited) and June 30, 2004 3
Condensed Consolidated Statements
of Income (Unaudited)
Three months and six months ended
December 31, 2004 and 2003 4
Condensed Consolidated Statements of Cash
Flows (Unaudited)
Six months ended December 31, 2004 and 2003 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) December 31, 2004 6-7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Item 3 Quantitative and Qualitative Disclosures
About Market Risk 9
Item 4 Controls and Procedures 9-10
PART II OTHER INFORMATION
Item 6 Exhibits 11
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
KOSS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31, 2004 June 30, 2004
----------------- -------------
ASSETS
Current Assets:
Cash $3,597,054 $2,110,917
Accounts Receivable 8,235,316 9,340,091
Inventories 6,635,540 7,315,359
Other current assets 1,451,057 1,520,371
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Total current assets 19,918,967 20,286,738
Property and equipment, net 3,079,065 2,697,313
Deferred income taxes 201,135 250,260
Other assets 2,294,346 2,445,245
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$25,493,513 $25,679,556
======================================================================================================
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
Current liabilities:
Accounts payable $1,609,425 $1,049,406
Accrued liabilities 1,446,910 1,754,038
Income taxes 615,546 185,990
Dividends payable 479,573 490,070
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Total current liabilities 4,151,454 3,479,504
Deferred compensation 985,265 985,265
Derivative liability 125,000 125,000
Stockholders' investment 20,231,794 21,089,787
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$25,493,513 $25,679,556
======================================================================================================
See accompanying notes to the condensed consolidated financial statements.
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KOSS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Six Months
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Period Ended December 31 2004 2003 2004 2003
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Net Sales $10,225,079 $9,839,572 $19,197,659 $19,004,263
Cost of goods sold 6,266,461 6,097,572 11,816,068 11,764,618
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Gross Profit 3,958,618 3,742,000 7,381,591 7,239,645
Selling general and
administrative expense 2,456,825 1,972,115 4,576,346 4,001,849
- ----------------------------------------------------------------------------------------------------------------------------
Income from operations 1,501,793 1,769,885 2,805,245 3,237,796
Other income (expense)
Royalty income 484,614 387,367 636,070 577,692
Interest income 12,678 701 16,876 5,121
Interest expense 0 (960) 0 (960)
- ----------------------------------------------------------------------------------------------------------------------------
Income before income tax provision and 1,999,085 2,156,993 3,458,191 3,819,649
cumulative effect of change in
accounting principles
Provision for income taxes 779,643 861,517 1,348,838 1,503,669
- ----------------------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change 1,219,442 1,295,476 2,109,353 2,315,980
in accounting principles
Cumulative effect of change in
accounting principles (net of tax of $49,125) 0 0 0 (75,875)
- ----------------------------------------------------------------------------------------------------------------------------
Net Income $ 1,219,442 $1,295,476 $ 2,109,353 $ 2,240,105
============================================================================================================================
Earnings per common share:
Basic earnings per common share:
Before cumulative effect of accounting change $0.33 $0.34 $0.57 $0.61
Accounting change 0.00 0.00 0.00 (0.02)
- ----------------------------------------------------------------------------------------------------------------------------
Basic earnings per common share: $0.33 $0.34 $0.57 $0.59
Diluted earning per common share:
Before cumulative effect of accounting change $0.31 $0.33 $0.55 $0.59
Accounting change 0.00 0.00 0.00 (0.02)
- ----------------------------------------------------------------------------------------------------------------------------
Diluted earning per common share $0.31 $0.33 $0.55 $0.57
============================================================================================================================
Dividends per common share $0.13 $0.13 $0.26 $0.26
============================================================================================================================
See accompanying notes to the condensed consolidated financial statements.
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KOSS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended December 31, 2004 2003
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 2,109,353 $ 2,240,105
Adjustments to reconcile net
income to net cash provided
by operation activities:
Depreciation and amortization 401,975 350,667
Net changes in operating assets and
liabilities 2,760,271 (1,384,396)
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Net cash provided by operating activities 5,271,599 1,206,376
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment (818,116) (272,874)
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Net cash used in investing activities (818,116) (272,874)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (960,121) (981,287)
Purchase of common stock (2,130,625) (877,500)
Exercise of stock options 123,400 309,188
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Net cash used in financing
activities (2,967,346) (1,549,599)
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Net increase (decrease) in cash 1,486,137 (616,097)
Cash at beginning of period 2,110,917 1,557,104
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Cash at end of period $ 3,597,054 $ 941,007
=================================================================================================================
See accompanying notes to the condensed consolidated financial statements.
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KOSS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------
The financial statements presented herein are based on interim amounts.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows at December 31, 2004 and for all
periods presented have been made. All significant intercompany
transactions have been eliminated. The income from operations for the
quarter ended December 31, 2004 is not necessarily indicative of the
operating results for the full year in 2004.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America 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, 2004 Annual Report
on Form 10-K.
2. EARNINGS PER COMMON SHARE
-------------------------
Basic earnings per common share are computed based on the weighted
average number of common shares outstanding. The weighted average
number of common shares outstanding for the quarters ending December
31, 2004 and 2003 were 3,692,970 and 3,767,929, respectively. For the
six months ended December 31, 2004 and 2003, weighted average number of
common shares outstanding were 3,856,895 and 3,767,011, respectively.
When dilutive, stock options are included as share equivalents using
the treasury stock method. Common stock equivalents of 132,392 and
115,523 related to stock option grants were included in the computation
of the average number of shares outstanding for diluted earnings per
common share for the quarters ended December 31, 2004 and 2003,
respectively. Common stock equivalents of 147,380 and 126,021 related
to stock option grants were included in the computation of the average
number of shares outstanding for diluted earnings per common share for
the six months ended December 31, 2004 and 2003, respectively.
3. INVENTORIES
-----------
The classification of inventories is as follows:
December 31, 2004 June 30, 2004
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Raw materials and work in process $2,987,427 $1,849,167
Finished goods 4,597,320 6,415,399
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7,584,747 8,264,566
LIFO reserve (949,207) (949,207)
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$6,635,540 $7,315,359
========================================================================================
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4. STOCK PURCHASE AGREEMENT
------------------------
The Company has an agreement with its Chairman, John C. Koss, to, at
the request of the executor of the estate, repurchase Company common
stock from his estate in the event of his death. The Company does not
have the right to require the estate to sell stock to the Company. As
such, this arrangement is accounted for as a written put option with
the fair value of the put option recorded as a derivative liability.
The fair value of the option at December 31, 2004 was $125,000. The
repurchase price is 95% of the fair market value of the common stock
on the date that notice, if the estate elects, to repurchase is
provided to the Company. Under the agreement, the total number of
shares to be repurchased will be sufficient to provide proceeds which
are the lesser of $2,500,000 or the amount of estate taxes and
administrative expenses incurred by the Chairman's estate. The Company
may elect to pay the purchase price in cash or may elect to pay cash
equal to 25% of the total amount due and to execute a promissory note
for the balance, payable over four years, at the prime rate of
interest. The Company maintains a $1,150,000 life insurance policy to
fund a substantial portion of this obligation. At December 31, 2004
and June 30, 2004, $125,000 has been classified as a derivative
liability on the Company's financial statements.
During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity," which establishes standards for the classification and
measurement of certain financial instruments with characteristics of
both liabilities and equity. The Company adopted SFAS No. 150
effective July 1, 2003. Upon adoption, the Company recorded a
derivative liability for the fair value of a written put option of
$125,000 on the balance sheet and a cumulative effect of change in
accounting principle of $75,875 (net of the tax effect equal to
$49,125) on the income statement.
5. DIVIDENDS DECLARED
------------------
On December 15, 2004, the Company declared a quarterly cash dividend
of $0.13 per share for stockholders of record on December 31, 2004 to
be paid January 14, 2005. Such dividend payable has been recorded at
December 31, 2004.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Financial Condition, Liquidity and Capital Resources
- ----------------------------------------------------
Cash provided by operating activities during the six months ended December 31,
2004 amounted to $5,271,599. This was primarily a result of net income for the
period and changes in operating assets and liabilities, primarily related to
increases in accounts payable and income taxes payable.
Capital expenditures for new property and equipment (including production
tooling) were $818,116 for the six months ended December 31, 2004. Budgeted
capital expenditures for fiscal year 2005 are $1,611,860. The Company expects to
generate sufficient funds through operations to fund these expenditures.
Stockholders' investment decreased to $20,231,794 at December 31, 2004, from
$21,089,787 at June 30, 2004. The decrease reflects the effect of the purchase
and retirement of common stock and dividends declared and paid, offset by net
income and the exercise of stock options.
The Company amended its existing credit facility in November 2004, extending the
maturity date of the unsecured line of credit to November 1, 2005. This credit
facility provides for borrowings up to a maximum of $10,000,000. The Company can
use this credit facility for working capital purposes or for the purchase of its
own common stock pursuant to the Company's common stock repurchase program.
Borrowings under this credit facility bear interest at the bank's prime rate, or
LIBOR plus 1.75%. This
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credit facility includes financial covenants that require the Company to
maintain a minimum tangible net worth and specified current, interest coverage,
and leverage ratios. The Company uses its credit facility from time to time,
although there was no utilization of this credit facility at December 31, 2004
or June 30, 2004. The Company did not utilize the credit facility during the
quarter ended December 31, 2004.
In April of 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to purchase from time to time up to $2,000,000 of its
common stock for its own account. Subsequently, the Board of directors
periodically has approved increases in the stock repurchase program. The most
recent increase was for an additional $2,000,000 in October 2004, for a maximum
of $40,500,000. The Company intends to effectuate all stock purchases either on
the open market or through privately negotiated transactions, and intends to
finance all stock purchases through its own cash flow or by borrowing for such
purchases.
For the six months ended December 31, 2004, the Company purchased 94,250 shares
of its common stock at an average net price of $22.61 per share, for a total net
purchase price of $2,130,625.
From the commencement of the Company's stock repurchase program through December
31, 2004, the Company has purchased a total of 5,259,084 shares for a total
gross purchase price of $42,786,170, (representing an average gross purchase
price of $8.14 per share) and a total net purchase price of $38,160,685
(representing an average net purchase price of $7.26 per share). The difference
between the total gross purchase price and the total net purchase price is the
result of the Company purchasing from employees shares of the Company's stock
acquired by such employees pursuant to the Company's stock option program. In
determining the dollar amount available for additional purchases under the stock
repurchase program, the Company uses the total net purchase price by the Company
for all stock purchases, as authorized by the Board of Directors.
The Company also has an Employee Stock Ownership Plan and Trust ("ESOP")
pursuant to which shares of the Company's stock are purchased by the ESOP for
allocation to the accounts of ESOP participants. For the six months ended
December 31, 2004 the ESOP purchased 1,502 of the Company's stock.
Results of Operations
- ---------------------
Net sales for the second quarter ended December 31, 2004 rose 4% to $10,225,079
from $9,839,572 for the same period in 2003. Net sales for the six months ended
December 31, 2004 were $19,197,659 up 1% compared with $19,004,263 during the
same six months one year ago. This increase in net sales was primarily due to
increases in export sales, most notably to Europe.
Gross profit as a percent of net sales was 39% for the quarter ended December
31, 2004 compared to 38% for the same period in the prior year. For the six
month periods ended December 31, 2004 and 2003, the gross profit percentage was
38%.
Selling, general and administrative expenses for the quarter ended December 31,
2004 were $2,456,825 or 24% of net sales, compared to $1,972,115 or 20% of net
sales for the same period in 2003. For the six month period ended December 2004,
these expenses were $4,576,346 or 24% of net sales, compared to $4,001,849 or
21% of net sales, for the same period in 2003. This was due to the Company
experiencing higher marketing expenses in preparation for the Consumer
Electronics Show held in January 2005.
For the second quarter ended December 31, 2004, income from operations was
$1,501,793 versus $1,769,885 for the same period in the prior year. Income from
operations for the six months ended December 31, 2004 was $2,805,245 as compared
to $3,237,796 for the same period in 2003. This was due to the Company
experiencing higher selling, general and administrative expenses.
Royalty income for the quarter ended December 31, 2004 was $484,614, compared to
$387,367 for the quarter ended December 31, 2003. For the six month period ended
December 31, 2004 royalty income
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was $636,070 compared to $577,692 for the period ending December 31, 2003. The
increase in royalty income was due to increased sales by Jiangsu Electronics.
However, effective November 23, 2004, the Company terminated the License
Agreement dated November 15, 1991, and as subsequently amended (the "License
Agreement") between the Company and Jiangsu Electronics Limited of Hong Kong
("Jiangsu"). As a result of the termination, other than Jiangsu's
post-termination right to sell Company-approved licensed products, as set forth
in the License Agreement, Jiangsu no longer has the right to use certain Company
trademarks in connection with the manufacture, marketing and distribution of
Jiangsu's products under the License Agreement. Royalty income on all previously
approved products, which are already in the pipeline, will still be owed to the
Company. The Company believes that the immediate impact on our fiscal year will
be approximately $170,000 in net income or $0.05 per share. The Company also
forecasts the possible reduction of its minimum royalty payments for fiscal year
2006 at $0.09 per share.
Interest income for the quarter was $12,678 as compared to $701 for the same
quarter in 2003. For the six month period interest income was $16,876 compared
to $5,121.
The provision for income taxes for the quarter ended December 31, 2004, was
$779,643 compared with $861,517 for the same period last year. For the six
months ended December 31, 2004, the provision for income taxes was $1,348,838
compared with $1,503,669 for the same period last year. The effective tax rate
was 39% for each of the quarters.
Recently Issued Financial Accounting Pronouncements
- ---------------------------------------------------
During May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity," which establishes standards for the classification and measurement of
certain financial instruments with characteristics of both liabilities and
equity. The Company adopted SFAS No. 150 effective July 1, 2003. Upon adoption
the Company recorded a derivative liability for the fair market value of a
written put option of $125,000 and a cumulative effect of change in accounting
principle of $75,875 (net of the tax effect equal to $49,125) in the income
statement.
During December 2004, the FASB issued Revised SFAS No. 123, "Share-Based
Payment," which establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services, focusing
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. Revised SFAS No. 123 also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
We are in the process of determining the impact of Revised SFAS No. 123 on our
consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In management's opinion, the Company does not engage in any material risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Company's commercial credit facility used for working capital
purposes and stock repurchases as disclosed on page 8 of this Form 10-Q.
ITEM 4. CONTROLS AND PROCEDURES.
The Company's management, including the Chief Executive Officer/Chief Financial
Officer, evaluated the Company's disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report and concluded that the Company's disclosure controls and
procedures are effective to provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to management, including
the Chief Executive Officer/Chief Financial Officer, to
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allow timely decisions regarding required disclosure and are effective to
provide reasonable assurance that such information is recorded, processed,
summarized and reported within the time periods specified by the SEC's rules and
forms.
There has been no change in the Company's internal control over financial
reporting that occurred during the quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
---------------------------------------------------------
This Form 10-Q contains forward-looking statements within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (the "Act")
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Additional written or oral forward-looking statements may
be made by the Company from time to time in filings with the Securities Exchange
Commission, press releases, or otherwise. Statements contained in this Form 10-Q
that are not historical facts are forward-looking statements made pursuant to
the safe harbor provisions of the Act. Forward-looking statements may include,
but are not limited to, projections of revenue, income or loss and capital
expenditures, statements regarding future operations, anticipated financing
needs, compliance with financial covenants in loan agreements, plans for
acquisitions or sales of assets or businesses, plans relating to products or
services of the Company, assessments of materiality, predictions of future
events, the effects of pending and possible litigation, and assumptions relating
to the foregoing. In addition, when used in this Form 10-Q, the words
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"forecasts" and variations thereof and similar expressions are intended to
identify forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-Q, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form 10-Q,
other factors that could contribute to or cause such differences include, but
are not limited to, developments in any one or more of the following areas:
future fluctuations in economic conditions, the receptivity of consumers to new
consumer electronics technologies, the rate and consumer acceptance of new
product introductions, competition, pricing, the number and nature of customers
and their product orders, production by third party vendors, foreign
manufacturing, sourcing and sales (including foreign government regulation,
trade and importation concerns), borrowing costs, changes in tax rates, pending
or threatened litigation and investigations, and other risk factors which may be
detailed from time to time in the Company's Securities and Exchange Commission
filings.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unexpected
events.
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PART II
OTHER INFORMATION
ITEM 6 EXHIBITS
See Exhibit Index attached hereto.
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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 duly authorized.
KOSS CORPORATION
Date: February 14, 2005 /s/ Michael J. Koss
----------------- -------------------
Michael J. Koss
Vice Chairman, President,
Chief Executive Officer,
Chief Financial Officer
Date: February 14, 2005 /s/ Sue Sachdeva
----------------- ----------------
Sue Sachdeva
Vice President--Finance
Secretary
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EXHIBIT INDEX
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Incorporation
Exhibit Exhibit Title by Reference
- ------- ------------- -------------
3(i) Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996 (1)
3(ii) By-Laws of Koss Corporation, as in effect on
September 25, 1996 (2)
10.1 License Agreement dated November 15, 1991 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for North America, Central
America and South America (including Amendment
to License Agreement dated November 15, 1991;
Renewal Letter dated November 18, 1994; and Second
Amendment to License Agreement dated September 29, 1995) (3)
10.2 Third Amendment and Assignment of License Agreement to Jiangsu
Electronics Industries Limited dated as of March 31,
1997 (4)
10.3 Fourth Amendment to License Agreement between Koss Corporation
and Jiangsu Electronics Industries Limited dated as of May 29,
1998 (5)
10.4 Fifth Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated March 30,
2001 (6)
10.5 Sixth Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated August 15,
2001 (7)
10.6 Seventh Amendment to License Agreement between Koss Corporation
and Jiangsu Electronics Industries Limited dated December 28,
2001 (8)
10.7 Eighth Amendment to License Agreement between
Koss Corporation and Jiangsu Electronics Industries
Limited dated July 31, 2002 (9)
10.8 Ninth Amendment to License Agreement between
Koss Corporation and Jiangsu Electronics Industries
Limited dated June 30, 2004 (10)
10.9 License Agreement dated June 30, 1998 between Koss Corporation
and Logitech Electronics Inc. (including Addendum to License
Agreement dated June 30, 1998) (11)
10.10 Amendment and Extension Agreement between Koss Corporation and
Logitech Electronics Inc. dated May 1, 2001 (12)
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31.1 Certification pursuant to Rule 13a-14(a) under the Securities (Filed and
Exchange Act of 1934 attached hereto)
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted (Furnished and
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto)
(1) Incorporated by reference from Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295)
(2) Incorporated by reference from Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295)
(3) Incorporated by reference from Exhibit 10.14 to the Company's Annual Report on Form
10-K for the year ended June 30, 1996 (Commission File No. 0-3295)
(4) Incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 (Commission File No. 0-3295)
(5) Incorporated by reference from Exhibit 10.17 to the Company's Annual Report on Form
10-K for the year ended June 30, 1998 (Commission File No. 0-3295)
(6) Incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (Commission File No. 0-3295)
(7) Incorporated by reference from Exhibit 10.21 to the Company's Annual Report on Form
10-K for the year ended June 30, 2001 (Commission File No. 0-3295)
(8) Incorporated by reference from Exhibit 10.23 to the Company's Quarterly Report on
Form 10-Q for the quarter ended December 31, 2001 (Commission File No. 0-3295)
(9) Incorporated by reference from Exhibit 10.24 to the Company's Annual Report on Form
10-K for the year ended June 30, 2002 (Commission File No. 0-3295)
(10) Incorporated by reference from Exhibit 10.30 to the Company's Annual Report on Form
10-K for the year ended June 30, 2004 (Commission File No. 0-3295)
(11) Incorporated by reference from Exhibit 10.18 to the Company's Annual Report on Form
10-K for the year ended June 30, 1998 (Commission File No. 0-3295)
(12) Incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (Commission File No. 0-3295)
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