<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
KOSS CORPORATION Commission file number 0-3295
----------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
A Delaware Corporation 391168275
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 964-5000
--------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
NONE NONE
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value (voting)
--------------------------------------
(Title of class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. YES X NO
--- ---
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of September 1, 2000 was approximately $16,495,180 (based on the
$19.75 per share closing price of the Company's Common Stock as reported on the
NASDAQ Stock Market on September 1, 2000). In determining who are affiliates of
the Company for purposes of this computation, it is assumed that directors,
officers, and any persons who held on September 1, 2000 more than 5% of the
issued and outstanding common stock of the Company are "affiliates" of the
Company. The characterization of such directors, officers, and other persons as
affiliates is for purposes of this computation only and should not be construed
as a determination or admission for any other purpose that any of such persons
are, in fact, affiliates of the Company.
On September 1, 2000, 2,208,369 shares of voting common stock were outstanding.
<PAGE> 2
Documents Incorporated by Reference
Part III incorporates by reference information from Koss Corporation's Proxy
Statement for its 2000 Annual Meeting of Stockholders to be filed within 120
days of the end of the fiscal year covered by this Report. The exhibits hereto
incorporate by reference information from the Company's Annual Report on Form
10-K for the fiscal years ended June 30, 1988, 1990, 1995, 1996, and 1998 and
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
and March 31, 1997.
PART I
Item 1. BUSINESS.
As used herein, the term "Company" means Koss Corporation and its consolidated
subsidiaries, unless the context otherwise requires.
The Company operates in the audio/video industry segment of the home
entertainment industry through its design, manufacture and sale of stereo
headphones, and related accessory products.
The Company's principal product is the design, manufacture, and sale of
stereophones and related accessories. The percentage of total revenues related
to the product line over the past three years was:
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Stereophones 91% 97% 87%
</TABLE>
The Company's products are sold through audio specialty stores, catalog
showrooms, regional department store chains, military exchanges and national
retailers under the "Koss" name and dual label. The Company has more than 1,600
domestic dealers and its products are carried in more than 18,000 domestic
retail outlets. International markets are served by domestic sales
representatives and a sales office in Switzerland which utilizes independent
distributors in several foreign countries.
Management believes that it has sources of raw materials that are adequate for
its needs.
The Company regularly applies for registration of its trademarks and has
numerous patents. Certain of its trademarks are of material value and importance
to the conduct of its business. Although the Company considers protection of its
proprietary developments important, the Company's business is not, in the
opinion of management, materially dependent upon any single patent.
Although retail sales of consumer electronics are predictably higher during the
holiday season, management of the Company is of the opinion that its business
and industry segment are not seasonal as evidenced by the fact that 49% of sales
occurred in the first six months of the fiscal year and 51% of sales occurred in
the latter six months of the fiscal year.
The Company's working capital needs do not differ substantially from those of
its competitors in the industry and generally reflect the need to carry
significant amounts of inventory to meet delivery requirements of its customers.
The Company provides extended payment terms for product sales to certain
customers. Based on historical trends, management does not expect these
practices to have any material effect on net sales or revenues. The Company's
current backlog of orders is not material in relation to annual net sales.
2
<PAGE> 3
The Company markets its products to approximately 2,000 customers worldwide.
During 2000, the Company's sales to its largest single customer, Tandy
Corporation, were approximately 16% of total net sales. Management believes that
any loss of this customer's revenues would be partially offset by a
corresponding decrease, on a percentage basis, in expenses thereby dampening the
impact on the Company's operating income. Although perhaps initially material,
management believes this impact would be offset in future years by expanded
sales to both existing and new customers. The five largest customers of the
Company accounted for approximately 46% of total net sales in 2000.
Although competition in the stereophone market has increased this past year, the
Company has maintained its competitive position as a leading marketer and
producer of high fidelity stereophones in the United States. In the stereophone
market, the Company competes directly with approximately five major competitors,
several of which are large and diversified and have greater total assets and
resources than the Company.
The amount spent on engineering and research activities relating to the
development of new products or the improvement of existing products was $227,000
during fiscal 2000 as compared with $243,000 during fiscal 1999 and $265,000
during fiscal 1998. These activities were conducted by both Company personnel
and outside consultants. The Company relies upon its unique sound, quality
workmanship, brand identification, engineering skills and customer service to
maintain its competitive position.
As of June 30, 2000, the Company employed 123 people. The Company also utilizes
temporary personnel to meet seasonal production demands.
Foreign Sales.
International markets are serviced through manufacturers representatives or
independent distributors with product produced in the United States. In the
opinion of management, the Company's competitive position and risks attendant to
the conduct of its business in such markets are comparable to the domestic
market. For further information, see Note 10 to the consolidated financial
statements accompanying this Form 10-K.
Item 2. PROPERTIES.
The Company leases its main plant and offices in Milwaukee, Wisconsin from its
Chairman, John C. Koss. On June 25, 1993, the lease was renewed for a period of
ten years, and is being accounted for as an operating lease. The lease extension
increases the rent from $280,000 per year (plus Consumer Price Index increase in
1994) to a fixed rate of $350,000 per year for three years and $380,000 for the
seven years thereafter. The lease is on terms no less favorable to the Company
than those that could be obtained from an independent party. The Company is
responsible for all property maintenance, insurance, taxes and other normal
expenses related to ownership.
All facilities are in good repair and, in the opinion of management, are
suitable for the Company's purposes.
Item 3. LEGAL PROCEEDINGS.
Neither Koss nor its subsidiaries are subject to any material legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of stockholders during the fourth quarter of
the fiscal year ended June 30, 2000.
3
<PAGE> 4
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
MARKET INFORMATION ON COMMON STOCK
The Company's common stock is traded on The Nasdaq Stock Market under the
trading symbol "KOSS". There were approximately 993 holders of the Company's
common stock as of September 1, 2000. No dividends have been paid for the years
ended June 30, 2000, 1999, and 1998. The quarterly high and low sale prices of
the Company's common stock for the last two fiscal years are shown below.
<TABLE>
<CAPTION>
Fiscal Year 2000 Fiscal Year 1999
---------------- ----------------
Quarter High Low High Low
<S> <C> <C> <C> <C>
First $15-0/0 $10-5/8 $15-1/4 $9-1/2
Second $15-3/4 $9-1/8 $11-3/4 $9-1/4
Third $16-0/0 $13-3/4 $12-1/2 $10-15/16
Fourth $18-1/4 $13-0/0 $13-3/8 $9-1/4
</TABLE>
Item 6. SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION>
2000 1999 1998 1997 1996
------------------------------------ --------------- ---------------- --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Net sales $34,874,972 $33,188,174 $40,638,747 $39,554,720 $36,422,377
Net income $4,953,461 $4,318,189 $5,477,629 $3,587,688 $2,360,963
Earnings per common share:
Basic $1.95 $1.41 $1.68 $1.09 $0.69
Diluted $1.90 $1.39 $1.65 $1.07 $0.67
Total assets $25,044,307 $25,721,696 $32,028,769 $26,332,923 $22,005,257
Long-term debt $0 $0 $2,746,000 $1,221,000 $470,000
</TABLE>
4
<PAGE> 5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
FINANCIAL CONDITION AND LIQUIDITY
During 2000, cash provided by operations was $8,054,602. Working capital was
$20,674,368 at June 30, 2000. The decrease in working capital of $310,791 from
the balance at June 30, 1999 represents primarily the net effect of an increase
in cash and accounts receivables and a decrease in inventories.
Capital expenditures for new property and equipment including production tooling
were $349,620, $421,251, and $221,560, in 2000, 1999, and 1998, respectively.
Depreciation charges aggregated $654,916, $614,184, and $636,558, for the same
fiscal years. Budgeted capital expenditures for fiscal year 2001 are $1,123,100.
The Company expects to generate sufficient funds through operations to fund
these expenditures.
Stockholders' investment decreased to $20,493,633 at June 30, 2000 from
$21,180,935 at June 30, 1999. The decrease reflects primarily the net effect of
income, the purchase and retirement of common stock, and the exercise of stock
options for the year. No cash dividends have been paid since the first quarter
of fiscal 1984.
The Company amended its existing credit facility in December 1999, extending the
maturity date of the unsecured line of credit to November 1, 2001. 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 stock pursuant to the Company's stock repurchase program. Borrowings under
this credit facility bear interest at the bank's prime rate, or LIBOR plus
1.75%. This credit facility includes certain financial covenants that require
the Company to maintain a minimum tangible net worth and specified current,
interest coverage, and leverage ratios. There was no utilization of this credit
facility at June 30, 2000 and June 30, 1999. Utilization of this credit facility
as of June 30, 1998 was $2,746,000.
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. In January of 1996, the Board of Directors
approved an increase in the stock repurchase program from $2,000,000 to
$3,000,000. In July of 1997, the Board of Directors again approved an increase
in the stock repurchase program from $3,000,000 to $5,000,000. In January of
1998, the Board of Directors approved an increase of an additional $2,000,000,
increasing the total stock repurchase program from $5,000,000 to $7,000,000. In
August of 1998, the Board of Directors approved an increase of $3,000,000 in the
Company's stock repurchase program, thereby increasing the total amount of stock
repurchases from $7,000,000 to $10,000,000. In April of 1999, the Board of
Directors again approved an increase in the stock repurchase program from
$10,000,000 to $15,000,000. In October of 1999, the Board of Directors increased
the stock repurchase program by another $5,000,000, up to a maximum of
$20,000,000, and in July of 2000 the Board increased the program by an
additional $5,000,000, for a maximum of $25,000,000. 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 fiscal year ended June
30, 2000, the Company purchased 435,500 shares of its common stock at an average
gross price of $14.89 per share (and an average net price of $14.47 per share),
and retired all such shares.
From the commencement of the Company's stock repurchase program through June 30,
2000, the Company has purchased and retired a total of 1,815,498 shares for a
total gross purchase price of $21,537,706 (representing an average gross
purchase price of $11.86 per share) and a total net purchase price of
$18,640,984 (representing an average net purchase price of $10.27 per share).
The difference between the total gross purchase price and the total net purchase
price is the result of the Company purchasing from certain 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 paid by the Company for all stock purchases, as authorized by the
Board of Directors.
5
<PAGE> 6
2000 RESULTS COMPARED WITH 1999
Net sales for 2000 were $34,874,972 compared with $33,188,174 in 1999, an
increase of $1,686,798 or 5%. The increase was the result of higher sales volume
of current products as well as the introduction of new products.
Gross profit was $13,558,016 or 38.9% in 2000 compared with $12,855,894 or 38.7%
in 1999.
Selling, general and administrative expenses for 2000 were $6,947,013 compared
with $7,225,340 in 1999, a decrease of $278,327 or 3.9%. This decrease was a
result of the Company experiencing lower bad debt expenses as compared to last
year.
Income from operations was $6,611,003 in 2000 compared with $5,630,554 in 1999,
an increase of 17.4%. Interest expense for 2000 was $24,244 compared with
$67,932 in 1999. This decrease is due to decreased levels of borrowings during
the fiscal year.
The Company has a License Agreement with Jiangsu Electronics Industries Limited
("Jiangsu"), a subsidiary of Orient Power Holdings Limited, by way of an
assignment of a previously existing License Agreement with Trabelco N.V. Orient
Power is based in Hong Kong and has an extensive portfolio of audio and video
products. This License Agreement covers North America, Central America, and
South America. Pursuant to this License Agreement, Jiangsu has agreed to make
royalty payments through December 31, 2000, subject to certain minimum royalty
amounts due each year. The products covered by this License Agreement include
various consumer electronics products. This License Agreement is subject to
renewal for additional 3 year periods.
Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. ("Logitech") of Ontario, Canada
whereby the Company licensed to Logitech the right to sell multimedia/computer
speakers under the Koss brand name. This License Agreement covers North America
and certain countries in South America and Europe. This License Agreement
extends for 5 years and includes a 5 year renewal option at the Company's
discretion. This License Agreement requires royalty payments by Logitech through
June 30, 2003, subject to certain minimum royalty amounts due each year.
Income taxes are discussed in Note 6 to the consolidated financial statements.
6
<PAGE> 7
1999 RESULTS COMPARED WITH 1998
Net sales for 1999 were $33,188,174 compared with $40,638,747 in 1998, a
decrease of $7,450,573 or 18%. The decrease was primarily the result of the
Company's decision to withdraw from the speaker business.
Gross profit was $12,855,894 or 38.7% in 1999 compared with $15,794,779 or 38.9%
in 1998.
Selling, general and administrative expenses for 1999 were $7,225,340 compared
with $7,822,338 in 1998, a decrease of $596,998 or 8%. This decrease was a
result of lower sales.
Income from operations was $5,630,554 in 1999 compared with $7,972,441 in 1998,
a decrease of 29%. Interest expense for 1999 was $67,932 compared with $308,405
in 1998. The decrease is due to decreased levels of borrowings during the fiscal
year.
The Company has a License Agreement with Jiangsu Electronics Industries Limited
("Jiangsu"), a subsidiary of Orient Power Holdings Limited, by way of an
assignment of a previously existing License Agreement with Trabelco N.V. Orient
Power is based in Hong Kong and has an extensive portfolio of audio and video
products. This License Agreement covers North America, Central America, and
South America. Pursuant to this License Agreement, Jiangsu has agreed to make
royalty payments through December 31, 2000, subject to certain minimum royalty
amounts due each year. The products covered by this License Agreement include
various consumer electronics products. This License Agreement is subject to
renewal for additional 3 year periods.
The Company also had a License Agreement with Trabelco N.V. covering certain
European countries. Although no sales were ever reported under this License
Agreement, certain minimum royalties were due for calendar year 1998. This
License Agreement expired on December 31, 1998.
Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. ("Logitech") of Ontario, Canada
whereby the Company licensed to Logitech the right to sell multimedia/computer
speakers under the Koss brand name. This License Agreement covers North America
and certain countries in South America and Europe. This License Agreement
extends for 5 years and includes a 5 year renewal option at the Company's
discretion. This License Agreement requires royalty payments by Logitech through
June 30, 2003, subject to certain minimum royalty amounts due each year.
Income taxes are discussed in Note 6 to the consolidated financial statements.
7
<PAGE> 8
MANAGEMENT'S REPORT
The consolidated financial statements and related financial information included
in this report are the responsibility of management as to preparation,
presentation and reliability. Management believes that the financial statements
have been prepared in conformity with generally accepted accounting principles
appropriate under the circumstances and necessarily include amounts that are
based on best estimates and judgments.
The Company maintains a system of internal accounting controls to provide
reasonable assurance that assets are safeguarded and that the books and records
reflect the authorized transactions of the Company.
Oversight of management's financial reporting and internal accounting control
responsibilities is exercised by the Board of Directors, through an Audit
Committee that is comprised solely of non-employee directors. The Audit
Committee is also responsible for the selection and appointment of the
independent auditors and reviews the scope of their audit and their findings.
The independent auditors have direct access to the Audit Committee, with or
without the presence of management representatives, to discuss the scope and the
results of their audit work.
The independent auditors provide an objective assessment of the degree to which
management meets its responsibility for fairness of financial reporting. They
evaluate the system of internal accounting controls in connection with their
audit and perform such tests and procedures as they deem necessary to reach and
express an opinion on the fairness of the financial statements.
8
<PAGE> 9
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Consolidated financial statements of the Company at June 30, 2000 and 1999 and
for each of the three years in the period ended June 30, 2000 and the notes
thereto, and the report of independent accountants thereon are set forth on
pages 13 to 25.
Selected unaudited quarterly financial data is as follows:
<TABLE>
<CAPTION>
Quarter
2000 First Second Third Fourth
---- ----- ------- ----- ------
<S> <C> <C> <C> <C>
Net sales $ 8,393,253 $ 8,582,606 $ 8,289,742 $ 9,609,371
Gross profit 3,479,976 3,296,049 3,540,816 3,241,175
Net income 1,183,617 1,139,209 1,102,648 1,527,987
Earnings per common share:
Basic $ .44 $ .43 $ .45 $ .64
Diluted .43 .42 .44 .62
</TABLE>
<TABLE>
<CAPTION>
Quarter
1999 First Second Third Fourth
---- ----- ------- ----- ------
<S> <C> <C> <C> <C>
Net sales $ 9,031,043 $ 8,386,879 $ 7,679,636 $ 8,090,616
Gross profit 3,972,939 3,334,605 3,071,920 2,476,430
Net 1,291,461 1,033,615 806,158 1,186,955
income
Earnings per common share:
Basic $ .41 $ .33 $ .26 $ .42
Diluted .40 .32 .26 .41
</TABLE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
9
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PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information relating to the directors of Koss Corporation is incorporated herein
by reference from the "ELECTION OF DIRECTORS -- Information As To Nominees" and
the "ELECTION OF DIRECTORS -- Executive Officers" contained in the Koss
Corporation Proxy Statement for its 2000 Annual Meeting of Stockholders (the
"2000 Proxy Statement"), which 2000 Proxy Statement is to be filed within 120
days of the end of the fiscal year covered by this Report pursuant to General
Instruction G(3) of Form 10-K.
Item 11. EXECUTIVE COMPENSATION.
Information relating to executive compensation is incorporated herein by
reference from the "ELECTION OF DIRECTORS -- Executive Compensation And Related
Matters" section of the 2000 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information relating to the security ownership of certain beneficial owners and
management is incorporated herein by reference from the "ELECTION OF DIRECTORS
-- Beneficial Ownership Of Company Securities" section of the 2000 Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information relating to related transactions is incorporated herein by reference
from the "ELECTION OF DIRECTORS -- Executive Compensation And Related Matters"
and "ELECTION OF DIRECTORS -- Related Transactions" sections of the 2000 Proxy
Statement.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
a. The following documents are filed as part of this report:
<TABLE>
<S> <C> <C>
1. Financial Statements
The following consolidated financial statements of Koss Corporation are set forth on pages 13 to 25:
Report of Independent Accountants................................................................13
Consolidated Statements of Income for the Years
Ended June 30, 2000, 1999, and 1998.............................................................14
Consolidated Balance Sheets as of June 30, 2000 and 1999.........................................15
Consolidated Statements of Cash Flows
for the Years Ended June 30, 2000, 1999, and 1998...............................................16
Consolidated Statements of Stockholders' Investment
for the Years Ended June 30, 2000, 1999, and 1998...............................................17
Notes to Consolidated Financial Statements.......................................................18
</TABLE>
10
<PAGE> 11
2. Financial Statement Schedules
All schedules have been omitted because the information is not
applicable or is not material or because the information
required is included in the financial statements or the notes
thereto.
3. Exhibits Filed
3.1 Certificate of Incorporation of Koss Corporation.
3.2 By-Laws of Koss Corporation.
4.1 Certificate of Incorporation of Koss Corporation.
4.2 By-Laws of Koss Corporation.
10.1 Officer Loan Policy.
10.3 Supplemental Medical Care Reimbursement Plan.
10.4 Death Benefit Agreement with John C. Koss.
10.5 Stock Repurchase Agreement with John C. Koss.
10.6 Salary Continuation Resolution for John C. Koss.
10.7 1983 Incentive Stock Option Plan.
10.8 Assignment of Lease to John C. Koss.
10.9 Addendum to Lease.
10.10 1990 Flexible Incentive Plan.
10.12 Loan Agreement, effective as of February 17, 1995.
10.13 Amendment to Loan Agreement dated June 15, 1995,
effective as of February 17, 1995.
10.14 Amendment to Loan Agreement dated April 29, 1999.
10.15 Amendment to Loan Agreement dated December 15, 1999.
10.16 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).
10.17 License Agreement dated September 29, 1995 between
Koss Corporation and Trabelco N.V. (a subsidiary of
Hagemeyer N.V.) for Europe (including First Amendment
to License Agreement dated December 26, 1995).
10.18 Third Amendment and Assignment of License Agreement
to Jiangsu Electronics Industries Limited dated March
31, 1997.
11
<PAGE> 12
10.19 Fourth Amendment to License Agreement dated as of May
29, 1998.
10.20 License Agreement dated June 30, 1998 between Koss
Corporation and Logitech Electronics Inc. (including
Addendum to License Agreement dated June 30, 1998).
10.21 Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated March 7,
1997).
10.22 Amendment to Lease.
22 List of Subsidiaries of Koss Corporation.
27 Financial Data Schedule.
b. No reports on Form 8-K were filed by the Company during the last quarter
of the period covered by this report.
12
<PAGE> 13
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF KOSS CORPORATION
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14(a)(1) on page 10 present fairly, in all material
respects, the financial position of Koss Corporation and its subsidiaries at
June 30, 2000 and 1999, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 2000, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
July 14, 2000
13
<PAGE> 14
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended June 30, 2000 1999 1998
--------------------------------------------------------- --------------- ---------------- ----------------
<S> <C> <C> <C>
Net sales $34,874,972 $33,188,174 $40,638,747
Cost of goods sold 21,316,956 20,332,280 24,843,968
--------------------------------------------------------- --------------- ---------------- ----------------
Gross profit 13,558,016 12,855,894 15,794,779
Selling, general and
administrative expense 6,947,013 7,225,340 7,822,338
--------------------------------------------------------- --------------- ---------------- ----------------
Income from operations 6,611,003 5,630,554 7,972,441
Other income (expense)
Royalty income 1,283,563 1,403,194 1,206,359
Interest income 102,139 33,373 55,234
Interest expense (24,244) (67,932) (308,405)
--------------------------------------------------------- --------------- ---------------- ----------------
Income before income taxes 7,972,461 6,999,189 8,925,629
Provision for income taxes (note 5) 3,019,000 2,681,000 3,448,000
--------------------------------------------------------- --------------- ---------------- ----------------
Net income $ 4,953,461 $ 4,318,189 $ 5,477,629
========================================================= =============== ================ ================
Earnings per common share:
Basic $1.95 $1.41 $1.68
Diluted $1.90 $1.39 $1.65
========================================================= =============== ================ ================
Dividends per common share None None None
========================================================= =============== ================ ================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
14
<PAGE> 15
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As of June 30, 2000 1999
------------------------------------------------------------------ ----------------------------- ----------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $3,164,401 $ 1,171,504
Accounts receivable, less allowances of
$252,194 and $447,644, respectively (note 11) 8,228,185 7,407,539
Inventories 9,414,036 12,955,118
Prepaid expenses 562,028 513,900
Income taxes receivable 244,755 266,329
Deferred income taxes (note 5) 638,973 353,946
------------------------------------------------------------------ ----------------------------- ----------------------------
Total current assets 22,252,378 22,668,336
------------------------------------------------------------------ ----------------------------- ----------------------------
Equipment and Leasehold Improvements, at cost:
Leasehold improvements 852,096 748,647
Machinery, equipment, furniture and fixtures 4,910,652 4,778,741
Tools, dies, molds and patterns 8,689,732 8,575,472
------------------------------------------------------------------ ----------------------------- ----------------------------
14,452,480 14,102,860
Less--accumulated depreciation 12,888,178 12,233,262
------------------------------------------------------------------ ----------------------------- ----------------------------
1,564,302 1,869,598
Deferred Income Taxes (note 5) 488,135 479,135
Other Assets 739,492 704,627
------------------------------------------------------------------ ----------------------------- ----------------------------
$25,044,307 $25,721,696
================================================================== ============================= ============================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable $ 570,567 $ 791,785
Accrued liabilities (note 6) 1,007,443 891,392
------------------------------------------------------------------ ----------------------------- ----------------------------
Total current liabilities 1,578,010 1,683,177
------------------------------------------------------------------ ----------------------------- ----------------------------
Deferred Compensation and Other Liabilities (note 10) 1,482,664 1,367,584
------------------------------------------------------------------ ----------------------------- ----------------------------
Contingently Redeemable Equity Interest (note 4) 1,490,000 1,490,000
------------------------------------------------------------------ ----------------------------- ----------------------------
Commitments and Contingencies (note 10)
------------------------------------------------------------------ ----------------------------- ----------------------------
Stockholders' Investment (note 4):
Common stock, $.01 par value,
authorized 8,500,000 shares;
issued and outstanding 2,349,369
and 2,711,119 shares, respectively 23,494 27,111
Contingently redeemable common stock (1,490,000) (1,490,000)
Accumulated other comprehensive loss -- (71,322)
Undistributed retained earnings 21,960,139 22,715,146
------------------------------------------------------------------ ----------------------------- ----------------------------
Total stockholders' investment 20,493,633 21,180,935
------------------------------------------------------------------ ----------------------------- ----------------------------
$25,044,307 $25,721,696
================================================================== ============================= ============================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
15
<PAGE> 16
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended June 30, 2000 1999 1998
------------------------------------------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $4,953,461 $4,318,189 $5,477,629
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 663,422 638,897 676,673
Deferred income taxes (294,027) 87,000 95,000
Deferred compensation 115,080 115,080 115,080
Other 71,322 -- --
Net changes in operating assets and
liabilities (note 7) 2,545,344 4,893,225 (4,524,632)
------------------------------------------------------- ----------------------- ---------------------- ----------------------
Net cash provided by
operating activities 8,054,602 10,052,391 1,839,750
------------------------------------------------------- ----------------------- ---------------------- ----------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of equipment
and leasehold improvements (349,620) (421,251) (221,560)
------------------------------------------------------- ----------------------- ---------------------- ----------------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Repayments under line of credit agreement -- (9,443,000) (24,385,400)
Borrowings under line of credit agreement -- 6,697,000 25,910,400
Exercise of stock options 774,262 214,365 3,822,600
Purchase and retirement of treasury stock (6,486,347) (5,942,779) (6,983,563)
------------------------------------------------------- ----------------------- ---------------------- ----------------------
Net cash used in
financing activities (5,712,085) (8,474,414) (1,635,963)
------------------------------------------------------- ----------------------- ---------------------- ----------------------
Net increase (decrease) in cash 1,992,897 1,156,726 (17,773)
Cash at beginning of year 1,171,504 14,778 32,551
------------------------------------------------------- ----------------------- ---------------------- ----------------------
Cash at end of year $ 3,164,401 $ 1,171,504 $ 14,778
======================================================= ======================= ====================== ======================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
16
<PAGE> 17
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
<TABLE>
<CAPTION>
Accumulated
Undistributed Other
Common Paid In Retained Comprehensive
Stock Capital Earnings Loss
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, June 30, 1997 $ 33,238 $ 2,328,677 $19,473,901 $(71,322)
Net income - - 5,477,629 -
Purchase and retirement of treasury stock (5,478) (6,147,264) (830,821) -
Exercise of stock options 4,013 3,818,587 - -
---------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 1998 31,773 - 24,120,709 (71,322)
Net income - - 4,318,189 -
Purchase and retirement of treasury stock (4,887) - (5,937,892) -
Exercise of stock options 225 - 214,140 -
---------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 1999 27,111 - 22,715,146 (71,322)
Net income - - 4,953,461 -
Purchase and retirement of treasury stock ( 4,355) - (6,481,992) -
Exercise of stock options 738 - 773,524 -
Foreign currency translation adjustment - - - 71,322
---------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2000 $ 23,494 $ - $21,960,139 $ -
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
17
<PAGE> 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
CONCENTRATION OF CREDIT RISK--The Company operates in the audio/video industry
segment of the home entertainment industry through its design, manufacture and
sale of stereo headphones, and related accessory products. The Company's
products are sold through audio specialty stores, catalog showrooms, regional
department store chains, military exchanges and national retailers under the
"Koss" name and dual label. The Company has more than 1,600 domestic dealers and
its products are carried in more than 18,000 domestic retail outlets.
International markets are served by domestic sales representatives and a sales
office in Switzerland, which utilizes independent distributors in several
foreign countries. The Company grants credit to its domestic and Canadian
customers. Collection is dependent on the retailing industry economy.
International customers outside of Canada are sold on a cash against documents
or letter of credit basis. Approximately 9% and 20% of the Company's accounts
receivable at June 30, 2000 and 1999, respectively, were foreign receivables.
BASIS OF CONSOLIDATION--The consolidated financial statements include the
accounts of the Company and its subsidiaries, all of which are wholly-owned. All
significant intercompany accounts and transactions have been eliminated.
REVENUE RECOGNITION--Revenue is recognized upon shipment of goods to customers.
ROYALTY INCOME--The Company recognizes royalty income when earned under terms of
license agreements, which expire in 2000 and 2003. These agreements contain
three to five year renewal options and require minimum calendar year royalty
payments.
INVENTORIES--Substantially all of the Company's inventories were valued at the
lower of last-in, first-out (LIFO) cost or market. If the first-in, first-out
(FIFO) method of inventory accounting had been used by the Company for
inventories valued at LIFO, inventories would have been $1,076,111 and
$1,021,989 higher than reported at June 30, 2000 and 1999, respectively.
The components of inventories at June 30 is as follows:
<TABLE>
<CAPTION>
2000 1999
-------------------------------------------------------------
<S> <C> <C>
Raw materials and
work in process $ 3,903,626 $ 4,302,921
Finished goods 5,510,410 8,652,197
------------------------------------------------------------
$ 9,414,036 $12,955,118
============================================================
</TABLE>
PROPERTY AND EQUIPMENT--Depreciation is provided on a straight-line basis over
the estimated useful life of the asset as follows:
Leasehold Improvements 10-15 years
Machinery, Equipment,
Furniture and Fixtures 3-10 years
Tools, Dies, Molds
and Patterns 4-5 years
RESEARCH AND DEVELOPMENT--Research and development expenditures charged to
operations amounted to approximately $227,000 in 2000, $243,000 in 1999, and
$265,000 in 1998.
18
<PAGE> 19
FAIR VALUE OF FINANCIAL INSTRUMENTS--Cash, accounts receivable, accounts payable
and accrued liabilities recorded in the consolidated balance sheets approximate
fair value based on the short maturity of these instruments. Amounts recorded
for long-term debt, deferred compensation and other liabilities are estimated to
approximate fair value based on market conditions and interest rates available
to the Company for similar financial instruments.
USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reported period. Actual results could differ from those estimates.
2. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Basic earnings per share are computed based on the weighted average number of
common shares outstanding. The weighted average number of common shares
outstanding for the fiscal years ended June 30, 2000, 1999, and 1998 were
2,542,768, 3,072,500, and 3,263,842, respectively. When dilutive, stock options
are included in earnings per share as share equivalents using the treasury stock
method. Common stock equivalents of 59,716, 39,327, and 64,889 related to stock
option grants were included in the computation of the average number of shares
outstanding for diluted earnings per share for the fiscal years ended June 30,
2000, 1999, and 1998, respectively.
3. LONG-TERM DEBT
The Company amended its existing credit facility in December 1999, extending the
maturity date of the unsecured line of credit to November 1, 2001. 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 stock repurchase program. Borrowings
under this credit facility bear interest at the bank's prime rate, or LIBOR plus
1.75%. This credit facility includes certain financial covenants that require
the Company to maintain a minimum tangible net worth and specified current,
interest coverage, and leverage ratios. There was no utilization of this credit
facility at June 30, 2000 and June 30, 1999.
4. STOCK OPTIONS AND STOCK PURCHASE AGREEMENTS
In 1990, pursuant to the recommendation of the Board of Directors, the
stockholders ratified the creation of the Company's 1990 Flexible Incentive Plan
(the "1990 Plan"). The 1990 Plan is administered by a committee of the Board of
Directors and provides for the granting of various stock-based awards including
stock options to eligible participants, primarily officers and certain key
employees. A total of 225,000 shares of common stock were available in the first
year of the Plan's existence. Each year thereafter additional shares equal to
.25% of the shares outstanding as of the first day of the applicable fiscal year
were reserved for issuance pursuant to the 1990 Plan. On July 22, 1992, the
Board of Directors authorized the reservation of an additional 250,000 shares
for the 1990 Plan, which was approved by the stockholders. In 1993, the Board of
Directors authorized the reservation of an additional 300,000 shares for the
1990 Plan, which was approved by the stockholders. In 1997, the Board of
Directors authorized the reservation of an additional 300,000 shares for the
1990 Plan, which was approved by the stockholders.
19
<PAGE> 20
The following table identifies options granted, exercised, cancelled, or
available for exercise pursuant to the above mentioned Plan:
<TABLE>
<CAPTION>
Range of Exercise Weighted
Number of Prices per Average
Shares Share Exercise Price
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shares under option at July 1, 1997 536,250 $ 2.50-$11.22 $ 7.56
Granted 55,000 $ 10.83-$11.91 $ 11.22
Exercised (401,250) $ 2.50-$10.55 $ 7.37
-----------------------------------------------------------------------------------------------------------
Shares under option at June 30, 1998 190,000 $ 5.32-$11.91 $ 9.02
Granted 110,000 $ 10.00-$11.83 $ 11.42
Exercised (22,500) $ 5.32-$10.83 $ 8.36
Cancelled (8,750) $ 5.32-$10.83 $ 9.86
-----------------------------------------------------------------------------------------------------------
Shares under option at June 30, 1999 268,750 $ 5.32-$11.91 $ 10.03
Granted 60,000 $ 13.45-$14.80 $ 14.24
Exercised (73,750) $ 5.32-$10.83 $ 7.85
Cancelled (7,500) $ 10.00 $ 10.00
-----------------------------------------------------------------------------------------------------------
Shares under option at June 30, 2000 247,500 $ 5.32-$14.80 $ 11.70
===========================================================================================================
Options exercisable at June 30, 2000 68,125 $ 5.32-$11.91 $ 10.16
===========================================================================================================
</TABLE>
The weighted average fair value at date of grant for options whose exercise
price exceeded the market price of the stock on the grant date during 2000,
1999, and 1998 was $9.28, $8.02, and $6.95, respectively. The weighted average
fair value at date of grant for options whose exercise price was less than the
market price of the stock on the grant date during 2000 and 1999 was $6.66 and
$5.38, respectively. There were no options granted in 1998 at an exercise price
which was less than the market price of the stock on the grant date.
The Company has an agreement with its Chairman to repurchase common 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.
The Company currently accounts for its stock-based compensation plans using the
provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB 25). In 1995, the FASB issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS
123). Under the provisions of SFAS 123, companies can elect to account for
stock-based compensation plans using a fair-value-based method or continue
measuring compensation expense for those plans using the intrinsic value method
prescribed in APB 25. SFAS 123 requires that companies electing to continue
using the intrinsic value method must make pro forma disclosures of net income
and earnings per share as if the fair-value-based method of accounting had been
applied. The Company has adopted the disclosure-only provisions of SFAS 123;
accordingly, no compensation cost has been recognized for options granted under
the stock-based compensation plan. Had compensation cost been determined based
on the fair value at the grant date for awards in 2000, 1999 and 1998 consistent
with the provisions of SFAS 123, the Company's pro forma net income and earnings
per share would have been as presented below:
20
<PAGE> 21
<TABLE>
<CAPTION>
2000 1999 1998
----------------------------------------------
<S> <C> <C> <C>
Net income - as reported $4,953,461 $4,318,189 $5,477,629
Net income - pro forma 4,602,345 4,073,710 5,318,518
Earnings per common share - as reported
Basic $ 1.95 $ 1.41 $ 1.68
Diluted 1.90 1.39 1.65
Earnings per common share - pro forma
Basic $ 1.81 $ 1.33 $ 1.63
Diluted 1.77 1.31 1.60
</TABLE>
The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions:
<TABLE>
<CAPTION>
2000 1999 1998
----------------------------------------------
<S> <C> <C> <C>
Expected stock price volatility 56.09% 60.00% 69.17%
Risk free interest rate 6.54% 5.17% 5.72%
Expected life of options 5.25 years 4.95 years 5.91 years
</TABLE>
21
<PAGE> 22
5. INCOME TAXES
The Company follows Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," which requires use of the liability method of
accounting for income taxes. The liability method measures the expected tax
impact of future taxable income and deductions implicit in the consolidated
balance sheet.
The provision for income taxes in 2000, 1999, and 1998 consists of the
following:
<TABLE>
<CAPTION>
Year Ended June 30, 2000 1999 1998
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $2,788,027 $2,200,000 $2,839,000
State 525,000 394,000 514,000
Deferred (294,027) 87,000 95,000
---------------------------------------------------------------------------------------------------
$3,019,000 $2,681,000 $3,448,000
===================================================================================================
</TABLE>
The 2000, 1999, and 1998 tax provision results in an effective rate different
than the federal statutory rate due to the following:
<TABLE>
<CAPTION>
Year Ended June 30, 2000 1999 1998
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal income tax at
statutory rate $2,711,000 $2,380,000 $3,035,000
State income taxes, net of
federal tax benefit 346,000 260,000 339,000
Other (38,000) 41,000 74,000
---------------------------------------------------------------------------------------------------
Total provision for
income taxes $3,019,000 $2,681,000 $3,448,000
===================================================================================================
</TABLE>
22
<PAGE> 23
Temporary differences which give rise to deferred tax assets and liabilities at
June 30 include:
<TABLE>
<CAPTION>
2000 1999
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred Tax Assets
Deferred compensation $ 400,000 $ 359,000
Accrued expenses and reserves 612,000 406,000
Package design and trademarks 190,000 179,000
Other 9,000 9,000
----------------------------------------------------------------------------------------------------
1,211,000 953,000
Deferred Tax Liabilities
Royalties receivable/deferred (56,000) (62,000)
Equipment and leasehold improvements (28,000) (58,000)
----------------------------------------------------------------------------------------------------
Net deferred tax asset $1,127,000 $ 833,000
====================================================================================================
</TABLE>
The net deferred tax asset at June 30, 2000 is comprised of a current asset of
$638,973 and a long term asset of $488,135. The net deferred tax asset at June
30, 1999 is comprised of a current asset of $353,946 and a long term asset of
$479,135.
6. ACCRUED LIABILITIES
Accrued liabilities at June 30 consist of the following:
<TABLE>
<CAPTION>
2000 1999
----------------------------------------------------------------------------------------------------
<S> <C> <C>
Salaries and wages $ 325,302 $ 380,591
Cooperative advertising
and promotion allowances 305,126 205,776
Payroll taxes and
employee benefits 180,216 173,670
Other 196,799 131,355
----------------------------------------------------------------------------------------------------
$1,007,443 $ 891,392
====================================================================================================
</TABLE>
7. ADDITIONAL CASH FLOW INFORMATION
The net changes in cash as a result of changes in operating assets and
liabilities consist of the following:
<TABLE>
<CAPTION>
2000 1999 1998
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Accounts receivable $ (820,646) $ 980,300 $(1,395,326)
Inventories 3,541,082 6,530,940 (4,938,405)
Prepaid expenses (48,128) 34,992 55,105
Income taxes 21,574 (943,856) 743,020
Other assets (43,371) (120,750) (50,599)
Accounts payable (221,218) (1,165,092) 1,215,231
Deferred revenue - - (473,482)
Accrued liabilities 116,051 (423,309) 319,824
----------------------------------------------------------------------------------------------------
Net change $ 2,545,344 $ 4,893,225 $(4,524,632)
=====================================================================================================
</TABLE>
23
<PAGE> 24
<TABLE>
<CAPTION>
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net cash paid during the year for:
Interest $ 24,244 $ 93,135 $ 241,687
Income taxes $3,291,453 $3,563,054 $1,771,313
</TABLE>
8. EMPLOYEE BENEFIT PLANS
Substantially all domestic employees are participants in the Company's Employee
Stock Ownership Plan and Trust under which an annual contribution in either cash
or common stock may be made at the discretion of the Board of Directors. The
expense recorded for such contributions approximated $0 in 2000, $200,000 in
1999, and $216,000 in 1998.
The Company maintains a retirement savings plan under Section 401(k) of the
Internal Revenue Code. This plan covers all employees of the Company who have
completed six months of service. Matching contributions can be made at the
discretion of the Board of Directors. For calendar years 2000, 1999, and 1998,
the matching contribution was 100% of employee contributions to the plan, not to
exceed 10% of the employee's annual compensation. Vesting of Company
contributions occurs immediately. Contributions for the years ended June 30,
2000, 1999, and 1998 were $180,000, $182,155, and $170,600, respectively.
9. INDUSTRY SEGMENT INFORMATION, FOREIGN OPERATIONS AND SIGNIFICANT CUSTOMERS
The Company has one line of business--the design, manufacture and sale of
stereophones and related accessories.
The Company's export sales to customers in foreign countries amounted to
$3,129,872 during 2000, $2,845,529 during 1999, and $5,245,982 during 1998.
Sales to one customer, Tandy Corporation, were approximately 16% of total sales
for the year ended June 30, 2000, and 17% and 19% for the years ended June 30,
1999, and 1998, respectively.
24
<PAGE> 25
10. COMMITMENTS AND CONTINGENCIES
The Company leases its main plant and offices in Milwaukee, Wisconsin from its
Chairman. On June 25, 1993, the lease was renewed for a period of ten years, and
is being accounted for as an operating lease. The lease extension increases the
rent from $280,000 per year (plus Consumer Price Index increase in 1994) to a
fixed rate of $350,000 per year for three years and $380,000 for the seven years
thereafter. The lease is on terms no less favorable to the Company than those
that could be obtained from an independent party. The Company is responsible for
all property maintenance, insurance, taxes and other normal expenses related to
ownership. Rent expense, which includes this lease, approximated $380,000 in
2000, $388,000 in 1999, and $394,000 in 1998.
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 he
becomes disabled or not. Mr. Koss turned 70 this year and the Company is
currently recognizing an annual expense of $150,000 in connection with this
agreement. At June 30, 2000 and 1999, respectively, the related liabilities in
the amounts of $1,045,310 and $930,230 have been included in deferred
compensation and other liabilities in the accompanying consolidated balance
sheets.
11. SUPPLEMENTARY INFORMATION
Changes in the allowance for doubtful accounts for the years ended June 30,
2000, 1999, and 1998 are summarized as follows:
<TABLE>
<CAPTION>
Year Balance at Beginning Charges Against/ Balance at End of
---- --------------------- ----------------- -----------------
Ending of Period (Credits) To Income Deductions* Period
------ --------- ------------------- ----------- ------
<S> <C> <C> <C> <C>
2000 $447,644 ($37,178) $158,272 $252,194
1999 $556,290 $254,000 $362,646 $447,644
1998 $928,605 $310,000 $682,315 $556,290
</TABLE>
*Represents charges against the allowance, net of recoveries.
The amounts included for advertising in selling, general and administrative
expenses in the accompanying statements of income were $235,257 in 2000,
$331,890 in 1999, and $397,033 in 1998. Such costs are expensed as incurred.
25
<PAGE> 26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
KOSS CORPORATION
By: /s/ Michael J. Koss Dated: 9/22/00
------------------------------ -------
Michael J. Koss,
Vice Chairman
President
Chief Executive Officer
Chief Operating Officer and
Chief Financial Officer
By: /s/ Sujata Sachdeva Dated: 9/22/00
----------------------------- -------
Sujata Sachdeva,
Vice President - Finance
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
/s/ John C. Koss /s/ Michael J. Koss
---------------- -------------------
John C. Koss, Director Michael J. Koss, Director
Dated: 9/22/00 Dated: 9/22/00
------- -------
/s/ Martin F. Stein /s/ Victor L. Hunter
------------------- --------------------
Martin F. Stein, Director Victor L. Hunter, Director
Dated: 9/22/00 Dated: 9/22/00
------- -------
/s/ John J. Stollenwerk /s/ Lawrence S. Mattson
----------------------- ------------------------
John J. Stollenwerk, Director Lawrence S. Mattson, Director
Dated: 9/22/00 Dated: 9/22/00
------- -------
/s/ Thomas L. Doerr
-------------------
Thomas L. Doerr, Director
Dated: 9/22/00
-------
The signatures of the above directors constitute a majority of the Board of
Directors of Koss Corporation.
26
<PAGE> 27
OFFICERS AND DIRECTORS
SENIOR MANAGEMENT
John C. Koss John C. Koss
Chairman of the Board Chairman of the Board
Koss Corporation
Michael J. Koss
Vice Chairman Thomas L. Doerr
President President
Chief Executive Officer Doerr Corporation
Chief Operating Officer
Chief Financial Officer Victor L. Hunter
President
John C. Koss, Jr. Hunter Business Group, LLC
Vice President-Sales
Michael J. Koss
Sujata Sachdeva Vice Chairman, President,
Vice President-Finance C.E.O., C.O.O., C.F.O.
Koss Corporation
Jill McCurdy
Vice President-Product Development Lawrence S. Mattson
Retired President
Lenore Lillie Oster Company
Vice President-Operations
Martin F. Stein
Richard W. Silverthorn Chairman
Secretary Eyecare One Inc.
General Counsel
John J. Stollenwerk
Declan Hanley President
Vice President-International Sales Allen-Edmonds Shoe Corporation
ANNUAL MEETING
October 19, 2000
Performance Center
Koss Corporation
4129 N. Port Washington Avenue INDEPENDENT ACCOUNTANTS
Milwaukee, WI 53212
PricewaterhouseCoopers LLP
TRANSFER AGENT Milwaukee, Wisconsin
Questions regarding change of address, LEGAL COUNSEL
stock transfer, lost certificate, or
information on a particular account Whyte Hirschboeck Dudek S.C.
should be directed in writing to:
Firstar Trust Company
Box 2077
Milwaukee, WI 53201
Attn: Philip Meyer
27
<PAGE> 28
EXHIBIT INDEX
The Company will furnish a copy of any exhibit described below upon request and
upon reimbursement to the Company of its reasonable expenses of furnishing such
exhibit, which shall be limited to a photocopying charge of $0.25 per page and,
if mailed to the requesting party, the cost of first-class postage.
<TABLE>
<CAPTION>
Designation Incorporation
of Exhibit Exhibit Title by Reference
---------- ------------- -------------
<S> <C> <C>
3.1 Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996.............................. (1)
3.2 By-Laws of Koss Corporation, as in effect on
September 25, 1996........................................ (2)
4.1 Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996.............................. (1)
4.2 By-Laws of Koss Corporation, as in effect on
September 25, 1996........................................ (2)
10.1 Officer Loan Policy....................................... (3)
10.3 Supplemental Medical Care Reimbursement Plan.............. (4)
10.4 Death Benefit Agreement with John C. Koss................. (5)
10.5 Stock Purchase Agreement with John C. Koss................ (6)
10.6 Salary Continuation Resolution for John C . Koss.......... (7)
10.7 1983 Incentive Stock Option Plan.......................... (8)
10.8 Assignment of Lease to John C. Koss....................... (9)
10.9 Addendum to Lease......................................... (10)
10.10 1990 Flexible Incentive Plan.............................. (11)
10.12 Loan Agreement, effective as of February 17, 1995......... (12)
10.13 Amendment to Loan Agreement dated June 15, 1995,
effective as of February 17, 1995......................... (13)
10.14 Amendment to Loan Agreement dated April 29, 1999.......... (14)
10.15 Amendment to Loan Agreement dated December 15,
1999...................................................... filed herewith
</TABLE>
28
<PAGE> 29
<TABLE>
<S> <C> <C>
10.16 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).................................................... (15)
10.17 License Agreement dated September 29, 1995 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for Europe (including First
Amendment to License Agreement dated December 26,
1995) ................................................... . (16)
10.18 Third Amendment and Assignment of License Agreement
to Jiangsu Electronics Industries Limited dated as of
March 31, 1997........................................... (17)
10.19 Fourth Amendment to License Agreement dated as of
May 29, 1998 filed herewith.............................. (18)
10.20 License Agreement dated June 30, 1998 between Koss
Corporation and Logitech Electronics Inc. (including
Addendum to License Agreement dated June 30, 1998) (19)
10.21 Consent of Directors (Supplemental Executive Retirement
Plan for Michael J. Koss dated March 7, 1997)............ (20)
10.22 Amendment to Lease....................................... filed herewith
22 List of Subsidiaries of Koss Corporation ................ (21)
27 Financial Data Schedule.................................. filed herewith
(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 10.1 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 10.3 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)
</TABLE>
29
<PAGE> 30
(5) Incorporated by reference from Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)
(6) Incorporated by reference from Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)
(7) Incorporated by reference from Exhibit 10.6 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)
(8) Incorporated by reference from Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)
(9) Incorporated by reference from Exhibit 10.7 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1988
(Commission File No. 0-3295)
(10) Incorporated by reference from Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1988
(Commission File No. 0-3295)
(11) Incorporated by reference from Exhibit 25 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1990
(Commission File No. 0-3295)
(12) Incorporated by reference from Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1995 (Commission File No. 0-3295)
(13) Incorporated by reference from Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1995
(Commission File No. 0-3295)
(14) Incorporated by reference from Exhibit 10.14 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1999
(Commission File No. 0-3295
(15) 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)
(16) Incorporated by reference from Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1996
(Commission File No. 0-3295)
(17) 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)
(18) 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)
30
<PAGE> 31
(19) 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)
(20) Incorporated by reference from Exhibit 10.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 (Commission File No. 0-3295)
(21) Incorporated by reference from Exhibit 22 to the Company's
Annual Report on Form 10-K for the year ended June 30, 1988
(Commission File No. 0-3295)
31
<PAGE> 32
ANNUAL REPORT
2000
EXPAND
THE POSSIBILITIES
[KOSS STEREOPHONES LOGO]
<PAGE> 33
MESSAGE TO STOCKHOLDERS
Dear Stockholder:
We are very pleased with the results for the fiscal year ending June 30, 2000.
Sales for the fiscal year were $34,874,972 compared with $33,188,174 for the
previous fiscal year, an increase of 5%. Net income increased 15% for the twelve
months reaching $4,953,461 compared with $4,318,189 for the year ending June 30,
1999. Basic earnings per share for the twelve months ending June 30, 2000 were
$1.95, a 38% increase compared with $1.41 for the same period one year ago.
The company's emphasis on new products and product placements continued to show
favorable results. Although this is the second consecutive year that Koss has
experienced pressure on stereophone price points at U.S. retail accounts, the
company has been recording higher unit sell through at popular price points
which has increased unit sales 14% resulting in a 5% increase in sales revenue
dollars. In light of this change in market conditions, the fact that we have
increased our net income is a testament to the company's ability to productively
leverage our operations effectively.
The cost of sales for the year was burdened by increases in transportation costs
relating to higher freight rates. The company lowered material costs, improved
assembly quality and increased manufacturing throughput, which eliminated labor
variance to help offset the rising cost of freight. The net result was a slight
improvement in gross margin percentages over the prior fiscal year.
Our licensing agreements with Orient Power and Logitech continued to be strong
in 2000. The company's royalty income was $1,283,563. In the years ahead we look
forward to extending new agreements to include additional product lines and
expanded geographic markets.
Koss remains committed to its core Stereophone business and improvements in new
product development and placement in both current and new accounts will continue
to positively impact fiscal year 2001. The company will continue with its stock
buyback program through the repurchase of undervalued shares of Koss common
stock from the marketplace.
We would like to take this opportunity to thank our customers, suppliers and
stockholders as well as the entire Koss team for their dedication to the current
and future success of Koss Corporation.
Sincerely,
/s/ John C. Koss /s/ Michael J. Koss
John C. Koss Michael J. Koss
Chairman President and CEO
<PAGE> 34
STOCKHOLDERS INFORMATION
Koss Corporation's 2000 Annual Report is presented in a simple, readable and
functional style. This Annual Report contains condensed financial statements
only. The detailed financial statements including footnotes are included in the
Form 10-K which will be provided to all stockholders along with the 2000 Annual
Report. The Company believes this manner of presentation provides a concise
summary for those who want to be kept informed while at the same time allowing
those who feel it necessary the opportunity to investigate further.
Koss Corporation common stock is traded on the Over the Counter market and
quotations are available through the National Market System. The trading symbol
is KOSS. For additional Annual Reports, Form 10-K's or Proxy materials write to:
Investment Relations
Koss Corporation
4129 N. Port Washington Ave.
Milwaukee, WI 53212
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Koss Corporation
We have audited, in accordance with auditing standards generally accepted in the
United States, the consolidated balance sheets of Koss Corporation and its
subsidiaries as of June 30, 2000 and 1999, and the related consolidated
statements of income, of stockholders' investment and of cash flows for each of
the three years in the period ended June 30, 2000 (not presented herein); and in
our report dated July 16, 2000, we expressed an unqualified opinion on those
consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated financial statements is fairly stated, in all material respects, in
relation to the consolidated financial statements from which it has been
derived.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
July 16, 2000
<PAGE> 35
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended June 30, 2000 1999 1998
------------------------------------------------------ ----------------- ----------------- ----------------
<S> <C> <C> <C>
Net sales $34,874,972 $33,188,174 $40,638,747
Cost of goods sold 21,316,956 20,332,280 24,843,968
------------------------------------------------------ ----------------- ----------------- ----------------
Gross profit 13,558,016 12,855,894 15,794,779
Selling, general and
administrative expense 6,947,013 7,225,340 7,822,338
------------------------------------------------------ ----------------- ----------------- ----------------
Income from operations 6,611,003 5,630,554 7,972,441
Other income (expense)
Royalty income 1,283,563 1,403,194 1,206,359
Interest income 102,139 33,373 55,234
Interest expense (24,244) (67,932) (308,405)
------------------------------------------------------ ----------------- ----------------- ----------------
Income before income taxes 7,972,461 6,999,189 8,925,629
Provision for income taxes 3,019,000 2,681,000 3,448,000
------------------------------------------------------ ----------------- ----------------- ----------------
Net income $ 4,953,461 $ 4,318,189 $ 5,477,629
====================================================== ================= ================= ================
Earnings per common share:
Basic $1.95 $1.41 $1.68
Diluted $1.90 $1.39 $1.65
====================================================== ================= ================= ================
Dividends per common share None None None
====================================================== ================= ================= ================
</TABLE>
<PAGE> 36
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As of June 30, 2000 1999
------------------------------------------------------------------------ ------------------------- -------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash: $ 3,164,401 $ 1,171,504
Accounts receivable, less allowances of
$252,194 and $467,644, respectively 8,228,185 7,407,539
Inventories 9,414,036 12,955,118
Prepaid expenses 562,028 513,900
Income taxes receivable 244,755 266,329
Deferred income taxes 638,973 353,946
------------------------------------------------------------------------ ------------------------- -------------------------
Total current assets 22,252,378 22,668,336
------------------------------------------------------------------------ ------------------------- -------------------------
Equipment and Leasehold Improvements, at cost:
Leasehold improvements 852,096 748,647
Machinery, equipment, furniture and fixtures 4,910,652 4,778,741
Tools, dies, molds and patterns 8,689,732 8,575,472
------------------------------------------------------------------------ ------------------------- -------------------------
14,452,480 14,102,860
Less--accumulated depreciation 12,888,178 12,233,262
------------------------------------------------------------------------ ------------------------- -------------------------
1,564,302 1,869,598
Deferred Income Taxes 488,135 479,135
Other Assets 739,492 704,627
------------------------------------------------------------------------ ------------------------- -------------------------
$25,044,307 $25,721,696
======================================================================== ========================= =========================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable $ 570,567 $ 791,785
Accrued liabilities 1,007,443 891,392
----------------------------------------------------------------------- -------------------------- -------------------------
Total current liabilities 1,578,010 1,683,177
----------------------------------------------------------------------- -------------------------- -------------------------
Deferred Compensation and Other Liabilities 1,482,664 1,367,584
Contingently Redeemable Equity Interest 1,490,000 1,490,000
----------------------------------------------------------------------- -------------------------- -------------------------
Stockholders' Investment:
Common stock, $.01 par value,
authorized 8,500,000 shares;
issued and outstanding 2,349,369
and 2,711,119 shares, respectively 23,494 27,111
Contingently redeemable common stock (1,490,000) (1,490,000)
Accumulated other comprehensive loss 0 (71,322)
Retained earnings 21,960,139 22,715,146
----------------------------------------------------------------------- -------------------------- -------------------------
Total stockholders' investment 20,493,633 21,180,935
----------------------------------------------------------------------- -------------------------- -------------------------
$25,044,307 $25,721,696
======================================================================= ========================== =========================
</TABLE>
<PAGE> 37
MANAGEMENT INFORMATION
OFFICERS AND DIRECTORS
SENIOR MANAGEMENT
John C. Koss John C. Koss
Chairman of the Board Chairman of the Board
Koss Corporation
Michael J. Koss
Vice Chairman
President Thomas L. Doerr
Chief Executive Officer President
Chief Operating Officer Doerr Corporation
Chief Financial Officer
Victor L. Hunter
John C. Koss, Jr. President
Vice President-Sales Hunter Business Group, LLC
Sujata Sachdeva Michael J. Koss
Vice President- Finance Vice Chairman, President, C.E.O.,
C.O.O., C.F.O.
Koss Corporation
Jill McCurdy
Vice President- Product Development Lawrence S. Mattson
Retired President
Lenore Lillie Oster Company
Vice President- Operations
Martin F. Stein
Richard W. Silverthorn Chairman
Secretary Eyecare One Inc.
General Counsel
John J. Stollenwerk
Declan Hanley President
Vice President-International Sales Allen-Edmonds Shoe Corporation
ANNUAL MEETING
October 19, 2000
INDEPENDENT ACCOUNTANTS Performance Center
Koss Corporation
PricewaterhouseCoopers LLP 4129 N. Port Washington Avenue
Milwaukee, Wisconsin Milwaukee, WI 53212
TRANSFER AGENT
LEGAL COUNSEL
Questions regarding change of address,
Whyte Hirschboeck Dudek S.C. stock transfer, lost certificate, or
information on a particular account
should be directed in writing to:
Firstar Trust Company
Box 2077
Milwaukee, WI 53201
Attn: Mr. Philip Meyer
<PAGE> 38
[KOSS STEREOPHONES LOGO]
4129 N. Port Washington Avenue - Milwaukee, Wisconsin 53212
(414) 964-5000 WWW.KOSS.COM
