Price Graph
Price
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DELAWARE
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39-1168275
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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4129 North Port Washington Avenue, Milwaukee, Wisconsin
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53212
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Item 1.
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Financial Statements
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Three Months Ended
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Six Months Ended
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December 31
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December 31
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2014
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2013
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2014
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2013
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Net sales
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$
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7,040,150
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$
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6,524,215
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$
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12,509,636
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$
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13,348,554
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Cost of goods sold
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4,629,843
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4,426,388
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8,256,612
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8,939,082
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Impairment of capitalized software, inventory and related items
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—
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4,535,747
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—
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4,535,747
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Gross profit (loss)
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2,410,307
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(2,437,920
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)
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4,253,024
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(126,275
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Operating expenses:
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Selling, general and administrative expenses
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2,069,746
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2,861,659
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4,008,739
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5,746,140
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Unauthorized transaction related costs and (recoveries), net
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25,000
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112,171
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77,492
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(596,545
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)
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Total operating expenses
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2,094,746
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2,973,830
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4,086,231
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5,149,595
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Income (loss) from operations
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315,561
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(5,411,750
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166,793
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(5,275,870
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Other expense:
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Interest expense
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(8,480
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(8,193
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(12,813
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(15,799
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Income (loss) before income tax provision (benefit)
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307,081
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(5,419,943
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153,980
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(5,291,669
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Income tax provision (benefit)
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141,495
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(1,967,102
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)
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83,392
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(1,918,230
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Net income (loss)
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$
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165,586
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$
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(3,452,841
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)
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$
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70,588
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$
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(3,373,439
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Income (loss) per common share:
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Basic
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$
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0.02
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$
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(0.47
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$
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0.01
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$
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(0.46
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)
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Diluted
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$
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0.02
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$
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(0.47
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$
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0.01
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$
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(0.46
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Dividends declared per common share
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$
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—
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$
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0.06
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$
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—
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$
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0.12
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(Unaudited)
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December 31, 2014
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June 30, 2014
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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751,154
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$
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1,899,411
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Accounts receivable, less allowance for doubtful accounts of $44,710 and
$20,501, respectively |
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2,985,548
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3,160,887
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Inventories
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6,258,842
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7,054,932
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Prepaid expenses and other current assets
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612,106
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148,200
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Income taxes receivable
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165,331
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1,109,276
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Deferred income taxes
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2,237,995
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2,576,023
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Total current assets
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13,010,976
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15,948,729
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Equipment and leasehold improvements, net
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1,731,562
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1,840,491
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Other assets:
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Deferred income taxes
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1,822,558
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1,623,329
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Cash surrender value of life insurance
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5,314,214
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4,977,409
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Total other assets
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7,136,772
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6,600,738
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Total assets
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$
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21,879,310
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$
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24,389,958
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$
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1,224,116
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$
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2,464,755
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Accrued liabilities
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2,275,342
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3,853,473
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Income taxes payable
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175,000
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175,000
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Total current liabilities
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3,674,458
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6,493,228
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Long-term liabilities:
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Deferred compensation
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2,320,826
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2,320,091
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Other liabilities
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255,080
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336,772
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Total long-term liabilities
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2,575,906
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2,656,863
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Total liabilities
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6,250,364
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9,150,091
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Stockholders' equity:
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Common stock, $0.005 par value, authorized 20,000,000 shares; issued and
outstanding 7,382,706 shares |
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36,914
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36,914
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Paid in capital
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4,314,733
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3,996,242
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Retained earnings
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11,277,299
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11,206,711
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Total stockholders' equity
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15,628,946
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15,239,867
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Total liabilities and stockholders' equity
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$
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21,879,310
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$
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24,389,958
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Six Months Ended
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||||||
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December 31
|
||||||
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2014
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2013
|
||||
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Operating activities:
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Net income (loss)
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$
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70,588
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$
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(3,373,439
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)
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Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities: |
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||||
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Provision for (recoveries of previously written off) doubtful accounts
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29,304
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(84,482
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)
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Loss on disposals of fixed assets
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3,359
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—
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Impairment of capitalized software, inventory and related items
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—
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4,535,747
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||
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Depreciation of equipment and leasehold improvements
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328,800
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422,178
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Amortization of product software development expenditures
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—
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364,539
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Stock-based compensation expense
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318,491
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344,352
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Deferred income taxes
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138,799
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(2,072,009
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)
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Change in cash surrender value of life insurance
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(105,185
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)
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(78,666
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)
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Deferred compensation
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735
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(239,868
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)
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Net changes in operating assets and liabilities (see note 10)
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(1,478,298
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)
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3,780,904
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Cash provided by (used in) operating activities
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(693,407
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)
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3,599,256
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Investing activities:
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Life insurance premiums paid
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(231,620
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)
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(242,658
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)
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Purchase of equipment and leasehold improvements
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(223,230
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)
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(435,864
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)
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Cash used in investing activities
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(454,850
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)
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(678,522
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)
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Financing activities:
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Dividends paid to stockholders
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—
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(885,925
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)
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Cash used in financing activities
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—
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(885,925
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)
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Net increase (decrease) in cash and cash equivalents
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(1,148,257
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)
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2,034,809
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Cash and cash equivalents at beginning of period
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1,899,411
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859,636
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Cash and cash equivalents at end of period
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$
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751,154
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$
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2,894,445
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Three Months Ended
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Six Months Ended
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||||||||||||
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December 31
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December 31
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2014
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2013
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2014
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2013
|
||||||||
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Legal fees incurred
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$
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25,000
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$
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112,171
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$
|
77,492
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$
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219,984
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Proceeds from asset forfeitures
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—
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—
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—
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(816,529
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)
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Unauthorized transaction related costs and (recoveries), net
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$
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25,000
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$
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112,171
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$
|
77,492
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$
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(596,545
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)
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Three and Six Months Ended
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December 31, 2013
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Product software development expenditures
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$
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2,308,752
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Inventories
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1,759,710
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Product design costs
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263,503
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Tooling
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203,782
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Impairment of capitalized software, inventory and related items
|
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$
|
4,535,747
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|
|
December 31, 2014
|
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June 30, 2014
|
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Raw materials
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$
|
5,284,006
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$
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5,593,159
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Finished goods
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5,529,953
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6,327,221
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10,813,959
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11,920,380
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Allowance for obsolete inventory
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(4,555,117
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)
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(4,865,448
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)
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Total inventories
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$
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6,258,842
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$
|
7,054,932
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|
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Three Months Ended
|
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Six Months Ended
|
||||||||||||
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December 31
|
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December 31
|
||||||||||||
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2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
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Interest (expense) benefit on secured credit facility
|
|
$
|
(8,480
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)
|
|
$
|
—
|
|
|
$
|
(12,813
|
)
|
|
$
|
587
|
|
|
Interest expense for tax positions related to unauthorized transactions
|
|
—
|
|
|
(8,193
|
)
|
|
—
|
|
|
(16,386
|
)
|
||||
|
Interest expense
|
|
$
|
(8,480
|
)
|
|
$
|
(8,193
|
)
|
|
$
|
(12,813
|
)
|
|
$
|
(15,799
|
)
|
|
|
|
Six Months Ended
|
||||||
|
|
|
December 31
|
||||||
|
|
|
2014
|
|
2013
|
||||
|
Accounts receivable
|
|
$
|
146,035
|
|
|
$
|
8,026,234
|
|
|
Inventories
|
|
796,090
|
|
|
(345,202
|
)
|
||
|
Income taxes receivable
|
|
943,945
|
|
|
—
|
|
||
|
Prepaid expenses and other current assets
|
|
(463,906
|
)
|
|
(102,903
|
)
|
||
|
Income taxes payable
|
|
—
|
|
|
(1,871,723
|
)
|
||
|
Accounts payable
|
|
(1,240,639
|
)
|
|
244,590
|
|
||
|
Accrued liabilities
|
|
(1,578,131
|
)
|
|
(2,021,152
|
)
|
||
|
Other liabilities
|
|
(81,692
|
)
|
|
(148,940
|
)
|
||
|
Net change
|
|
$
|
(1,478,298
|
)
|
|
$
|
3,780,904
|
|
|
|
|
|
|
|
||||
|
Net cash (refunded) paid during the period for:
|
|
|
|
|
|
|
||
|
Income taxes
|
|
$
|
(988,835
|
)
|
|
$
|
2,029,000
|
|
|
Interest
|
|
$
|
11,821
|
|
|
$
|
2,185
|
|
|
|
|
Six Months Ended
|
||||||
|
|
|
December 31
|
||||||
|
|
|
2014
|
|
2013
|
||||
|
Net income (loss)
|
|
$
|
70,588
|
|
|
$
|
(3,373,439
|
)
|
|
Dividends declared
|
|
—
|
|
|
(885,925
|
)
|
||
|
Stock-based compensation expense
|
|
318,491
|
|
|
344,352
|
|
||
|
Income tax benefit from dividends paid to employee stock ownership plan
|
|
—
|
|
|
12,432
|
|
||
|
Increase (decrease) in stockholders' equity
|
|
$
|
389,079
|
|
|
$
|
(3,902,580
|
)
|
|
•
|
On February 18, 2010, the Company filed an action against American Express Company, American Express Travel Related Services Company, Inc., AMEX Card Services Company, Decision Science, and Pamela S. Hopkins in Superior Court of Maricopa County, Arizona, case no. CV2010-006631. The claims alleged include aiding and abetting breach of fiduciary duty, aiding and abetting fraud, and conversion relating to the unauthorized transactions. The case is proceeding in the Superior Court with respect to those claims.
|
|
•
|
On December 17, 2010, the Company filed an action against Park Bank in Circuit Court of Milwaukee County, Wisconsin alleging claims of negligence and breach of fiduciary duty relating to the unauthorized transactions. The Company voluntarily dismissed the negligence claim and the case is proceeding in the Circuit Court.
|
|
•
|
On March 6, 2014, the Company filed an action against Red Fusion Studios, Inc. ("Red Fusion") in Circuit Court of Milwaukee County, Wisconsin, Case No. 14CV001885, seeking the return of the Company's property and damages following the termination of the agreement that the Company had with Red Fusion for the development of the Company's Striva Technology. Red Fusion filed counterclaims relating to fees that Red Fusion alleges it is owed as a result of the termination. The Parties have reached a confidential settlement in principle that would result in the dismissal of this action and are in the process of finalizing the settlement documents.
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
•
|
Net sales in the quarter ended
December 31, 2014
increased
7.9%
, compared to the same quarter last year, to
$7,040,150
with increased sales in export markets but also in certain domestic distributors and retail outlets. For the six months ended December 31, 2014, net sales were down
6.3%
compared to the same period last year, with lower sales in export markets and certain domestic mass retailers.
|
|
•
|
Gross profit as a percent of sales increased to
34.2%
and
34.0%
for the
three and six months ended December 31, 2014
, respectively, compared to
(37.4)%
and
(0.9)%
for the
three and six months ended December 31, 2013
, respectively. This increase is primarily due to the impairment charge recorded in the quarter ended December 31, 2013.
|
|
•
|
Selling, general and administrative spending was lower primarily due to reduced software development expenditures, reduced expense for legal fees and other outside services, reduced 401(k) match and reduced endorsement fees. In addition, the sales office in Switzerland was closed in October 2013.
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
December 31
|
|
December 31
|
||||||||||||
|
Financial Performance Summary
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net sales
|
|
$
|
7,040,150
|
|
|
$
|
6,524,215
|
|
|
$
|
12,509,636
|
|
|
$
|
13,348,554
|
|
|
Net sales increase (decrease) %
|
|
7.9
|
%
|
|
(24.5
|
)%
|
|
(6.3
|
)%
|
|
(24.0
|
)%
|
||||
|
Impairment of capitalized software, inventory and related items
|
|
$
|
—
|
|
|
$
|
4,535,747
|
|
|
$
|
—
|
|
|
$
|
4,535,747
|
|
|
Gross profit (loss)
|
|
$
|
2,410,307
|
|
|
$
|
(2,437,920
|
)
|
|
$
|
4,253,024
|
|
|
$
|
(126,275
|
)
|
|
Gross profit (loss) as % of net sales
|
|
34.2
|
%
|
|
(37.4
|
)%
|
|
34.0
|
%
|
|
(0.9
|
)%
|
||||
|
Gross profit (loss) as % of net sales before impairment
|
|
34.2
|
%
|
|
32.2
|
%
|
|
34.0
|
%
|
|
33.0
|
%
|
||||
|
Selling, general and administrative expenses
|
|
$
|
2,069,746
|
|
|
$
|
2,861,659
|
|
|
$
|
4,008,739
|
|
|
$
|
5,746,140
|
|
|
Selling, general and administrative expenses as a % of sales
|
|
29.4
|
%
|
|
43.9
|
%
|
|
32.0
|
%
|
|
43.0
|
%
|
||||
|
Unauthorized transaction related costs
|
|
$
|
25,000
|
|
|
$
|
112,171
|
|
|
$
|
77,492
|
|
|
$
|
219,984
|
|
|
Unauthorized transaction related recoveries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(816,529
|
)
|
|
Unauthorized transaction related costs and (recoveries), net
|
|
$
|
25,000
|
|
|
$
|
112,171
|
|
|
$
|
77,492
|
|
|
$
|
(596,545
|
)
|
|
Income (loss) from operations
|
|
$
|
315,561
|
|
|
$
|
(5,411,750
|
)
|
|
$
|
166,793
|
|
|
$
|
(5,275,870
|
)
|
|
Income (loss) from operations as % of net sales
|
|
4.5
|
%
|
|
(82.9
|
)%
|
|
1.3
|
%
|
|
(39.5
|
)%
|
||||
|
Interest expense
|
|
$
|
(8,480
|
)
|
|
$
|
(8,193
|
)
|
|
$
|
(12,813
|
)
|
|
$
|
(15,799
|
)
|
|
Income tax provision (benefit)
|
|
$
|
141,495
|
|
|
$
|
(1,967,102
|
)
|
|
$
|
83,392
|
|
|
$
|
(1,918,230
|
)
|
|
Income tax provision (benefit) as % of income before income tax provision (benefit)
|
|
46.1
|
%
|
|
36.3
|
%
|
|
54.2
|
%
|
|
36.2
|
%
|
||||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
December 31
|
|
December 31
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net income (loss)
|
|
$
|
165,586
|
|
|
$
|
(3,452,841
|
)
|
|
$
|
70,588
|
|
|
$
|
(3,373,439
|
)
|
|
Interest expense
|
|
8,480
|
|
|
8,193
|
|
|
12,813
|
|
|
15,799
|
|
||||
|
Income tax provision (benefit)
|
|
141,495
|
|
|
(1,967,102
|
)
|
|
83,392
|
|
|
(1,918,230
|
)
|
||||
|
Unauthorized transaction related costs and (recoveries), net
|
|
25,000
|
|
|
112,171
|
|
|
77,492
|
|
|
(596,545
|
)
|
||||
|
Depreciation of equipment and leasehold improvements
|
|
167,147
|
|
|
212,359
|
|
|
328,800
|
|
|
422,178
|
|
||||
|
Amortization of product software development expenditures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
364,539
|
|
||||
|
Impairment of capitalized software, inventory and related items
|
|
—
|
|
|
4,535,747
|
|
|
—
|
|
|
4,535,747
|
|
||||
|
Stock-based compensation expense
|
|
155,904
|
|
|
171,822
|
|
|
318,491
|
|
|
344,352
|
|
||||
|
EBITDA from operations
|
|
$
|
663,612
|
|
|
$
|
(379,651
|
)
|
|
$
|
891,576
|
|
|
$
|
(205,599
|
)
|
|
Total cash provided by (used in):
|
|
2014
|
|
2013
|
||||
|
Operating activities
|
|
$
|
(693,407
|
)
|
|
$
|
3,599,256
|
|
|
Investing activities
|
|
(454,850
|
)
|
|
(678,522
|
)
|
||
|
Financing activities
|
|
—
|
|
|
(885,925
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(1,148,257
|
)
|
|
$
|
2,034,809
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Period (2014)
|
|
Total # of
Shares
Purchased
|
|
Average
Price Paid
per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan (1)
|
|
Approximate Dollar Value of Shares Available under Repurchase Plan
|
||||||
|
October 1 - December 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
2,139,753
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
|
Item 4.
|
Mine Safety Disclosures
|
|
Item 5.
|
Other Information
|
|
Item 6.
|
Exhibits
|
|
KOSS CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Koss
|
|
January 30, 2015
|
|
Michael J. Koss
|
|
|
|
Vice Chairman
|
|
|
|
President
|
|
|
|
Chief Executive Officer
|
|
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David D. Smith
|
|
January 30, 2015
|
|
David D. Smith
|
|
|
|
Executive Vice President
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Principal Accounting Officer)
|
|
|
|
Secretary
|
|
|
|
Exhibit No.
|
Exhibit Description
|
|
|
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *
|
|
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *
|
|
|
|
|
32.1
|
Section 1350 Certification of Chief Executive Officer **
|
|
|
|
|
32.2
|
Section 1350 Certification of Chief Financial Officer **
|
|
|
|
|
101
|
The following financial information from Koss Corporation's Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended December 31, 2014 and 2013, (ii) Condensed Consolidated Balance Sheets as of December 31, 2014 (Unaudited) and June 30, 2014 (iii) Condensed Consolidated Statements of Cash Flows (Unaudited) for the three and six months ended December 31, 2014 and 2013 and (iv) the Notes to Condensed Consolidated Financial Statements (Unaudited). *
|
|
*
|
Filed herewith
|
|
**
|
Furnished herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|