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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, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
KOSS CORPORATION Commission file number 0-3295
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(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.)
4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 964-5000
-----------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.005 par value (voting)
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(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. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of August 1, 2002 was approximately $32,679,173 (based on the
$17.49 per share closing price of the Company's Common Stock as reported on the
NASDAQ Stock Market on August 1, 2002). 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 August 1, 2002 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 August 1, 2002, 3,911,756 shares of voting common stock were outstanding.
Documents Incorporated by Reference
Part III incorporates by reference information from Koss Corporation's Proxy
Statement for its 2002 Annual Meeting of Stockholders to be filed with the
Commission under Regulation 14A within 120 days of the end of the fiscal year
covered by this Report.
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:
2002 2001 2000
---- ---- ----
Stereophones 97% 94% 91%
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 approximately 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 in various
countries, and over the years the Company has had numerous trademarks registered
in various countries and numerous patents issued in various countries. Certain
of the Company's trademarks are of material value and importance to the conduct
of its business. The Company considers protection of its proprietary
developments important; however, 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 51% of sales
occurred in the first six months of the fiscal year ended June 30, 2002, and 49%
of sales occurred in the latter six months of that 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 net income. The Company's
current backlog of orders is not material in relation to annual net sales.
2
The Company markets its products to approximately 2,000 customers worldwide.
During 2002, the Company's sales to its largest single customer, Wal-Mart Stores
Inc., were approximately 18% 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 reducing the impact on the
Company's operating income. Although the loss of business of one or more of the
Company's principal customers could have a material adverse effect on the
Company's sales volume and profitability, 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 (including Wal-Mart) accounted for
approximately 47% of total net sales in 2002.
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 $114,000
during fiscal 2002 as compared with $89,000 during fiscal 2001 and $227,000
during fiscal 2000. 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, 2002, the Company employed 103 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 relating to
the conduct of its business in such markets are comparable to the domestic
market. For further information, see Note 9 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
increased the rent from $280,000 per year 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.
From time to time the Company is involved in routine litigation; however,
neither Koss nor its subsidiaries are subject to any material legal proceedings
in management's opinion.
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, 2002.
3
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 951 holders of record of the
Company's common stock as of August 1, 2002. This number does not include
individual participants in security position listings. No dividends were paid
for the years ended June 30, 2001 and 2000. The quarterly high and low sale
prices of the Company's common stock for the last two fiscal years as well as
dividends paid during the last fiscal year (both adjusted for the 2 for 1 stock
split) are shown below.
Per Share
Quarter Ended High (1) Low (1) Dividend
- ------------- -------- ------- --------
September 30, 2000 $10.19 $7.56 --
December 31, 2000 $15.88 $9.44 --
March 31, 2001 $15.50 $10.13 --
June 30, 2001 $20.00 $13.78 --
September 30, 2001 $19.00 $15.00 $0.125
December 31, 2001 $19.00 $12.60 $0.120
March 31, 2002 $17.10 $14.20 $0.120
June 30, 2002 $18.75 $14.41 $0.120
(1) Rounded to the nearest cent and adjusted to give effect to the November 5,
2001 2-for-1 stock split
The Company's shareholders are entitled to receive dividends as may be declared
by the Board of Directors and paid out of funds legally available therefore. The
Company began paying dividends for the quarter ended September 30, 2001. On July
29, 2002, the Company announced an increase in its quarterly dividend to $0.13
per share payable on October 15, 2002 to shareholders of record on September 30,
2002. Although the Company anticipates it will continue to pay a quarterly
dividend, the decision to pay dividends and the amount of such dividends are
within the sole discretion of the Board of Directors and are made on a quarterly
basis. The decision to pay dividends will depend on the Company's operating
results, financial condition, tax considerations, alternative uses for such
funds, and other factors the Board of Directors deem relevant, and there can be
no assurance that dividends will be paid in the future.
The table set forth below provides certain information with respect to the
Company's equity compensation plans as of the end of the most recently completed
fiscal year (June 30, 2002) under which equity securities of the Company are
authorized for issuance.
Equity Compensation Plan Information
Number of securities remaining
Number of securities to be Weighted-average available for future issuance
issued upon exercise of exercise price of under equity compensation plans
outstanding options, outstanding options, (excluding securities reflected in
Plan category warrants and rights warrants and rights column (a))
------------- ------------------- ------------------- -----------
(a) (b) (c)
------------------- ------------------- -----------
Equity compensation plans
approved by security holders 607,500 $12.20 763,483
Equity compensation plans not
approved by security holders Not applicable Not applicable Not applicable
Total 607,500 $12.20 763,483
4
Item 6. SELECTED FINANCIAL DATA.
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Net sales $36,571,303 $38,609,335 $35,401,533 $33,776,039 $41,311,207
Net income $5,041,343 $5,687,521 $4,953,461 $4,318,189 $5,477,629
Earnings per common share:
Basic $1.36 $1.35 $0.97 $0.70 $0.84
Diluted $1.28 $1.28 $0.95 $0.69 $0.82
Total assets $20,326,134 $21,496,328 $25,044,307 $25,721,696 $32,028,769
Long-term debt $0 $0 $0 $0 $2,746,000
Cash dividends per
common share: $0.485 -- -- -- --
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
2002 RESULTS OF OPERATIONS COMPARED WITH 2001
Net sales for 2002 were $36,571,303 compared with $38,609,335 in 2001, a
decrease of $2,038,032 or 5.3%. This decline was due to soft retail business
through the second and fourth quarter offset by stronger retail sales in the
third quarter.
Gross profit was $14,574,484 or 40% in 2002 compared with $15,572,208 or 40% in
2001.
Selling, general and administrative expenses for 2002 were $7,267,429 compared
with $7,446,119 in 2001, a decrease of $178,690 or 2%. The decrease was a result
of the Company experiencing lower selling expenses associated with lower sales
for the fiscal year offset by additional reserves for bad debts of approximately
$500,000 for outstanding KMART receivables recorded in the last six months of
the fiscal year.
Income from operations was $7,307,055 in 2002 compared with $8,126,089 in 2001,
a decrease of 10%. Interest income was $30,445 in 2002 compared with $85,423 in
2001, a decrease of 64%. Interest income fluctuates in relation to cash balances
on hand throughout the year. Interest expense for 2002 was $100,454 compared
with $15,465 in 2001. The increase in interest expense is due to the Company's
borrowing activity under its unsecured line of credit during the fiscal year.
Royalty income was $964,297 in 2002 compared with $1,010,026 in 2001, a decrease
of 4.5%. The decrease in royalty income was primarily a result of a reduction of
sales by licensees under certain royalty agreements.
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 the United States, Canada, and Mexico,
and has been renewed through December 31, 2003. Pursuant to this License
Agreement, Jiangsu has agreed to meet certain minimum royalty amounts each year.
The products covered by this License Agreement include various consumer
electronics products.
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, requiring royalty payments by
Logitech through June 30, 2008, subject to certain minimum annual royalty
amounts.
Income taxes are discussed in Note 5 to the consolidated financial statements.
5
2001 RESULTS OF OPERATIONS COMPARED WITH 2000
Net sales for 2001 were $38,609,335 compared with $35,401,533 in 2000, an
increase of $3,207,802 or 9%. The increase was the result of higher sales volume
of current products as well as the introduction of new products.
Gross profit was $15,572,208 or 40% in 2001 compared with $13,558,016 or 38.3%
in 2000. The improved gross profit is the result of product mix and favorable
raw material prices.
Selling, general and administrative expenses for 2001 were $7,446,119 compared
with $6,947,013 in 2000, an increase of $499,106 or 7%. This increase was a
result of the Company experiencing higher expenses associated with higher sales
for the fiscal year.
Income from operations was $8,126,089 in 2001 compared with $6,611,003 in 2000,
an increase of 22.9%. Interest income was $85,423 in 2001 compared with $102,139
in 2000, a decrease of 16.4%. Interest income fluctuates in relation to cash
balances on hand throughout the year. Interest expense for 2001 was $15,465
compared with $24,244 in 2000.
Royalty income was $1,010,026 in 2001 compared with $1,283,563 in 2000, a
decrease of 21.3%. The decrease in royalty income was a result of a reduction of
territories under certain royalty agreements.
Income taxes are discussed in Note 5 to the consolidated financial statements.
6
FINANCIAL CONDITION AND LIQUIDITY
During 2002, cash provided by operations was $7,802,565. Working capital was
$12,731,229 at June 30, 2002. The decrease in working capital of $1,994,605 from
the balance at June 30, 2001 represents primarily the net effect of an increase
in cash and certain payables and a decrease in inventories.
Capital expenditures for new property and equipment (including production
tooling) were $664,139, $814,851, and $349,620, in 2002, 2001, and 2000,
respectively. Depreciation charges totaled $576,892, $599,526, and $654,916, for
the same fiscal years. Budgeted capital expenditures for fiscal year 2003 are
$1,082,000. The Company expects to generate sufficient funds through operations
to fund these expenditures.
Stockholders' investment decreased to $13,272,746 at June 30, 2002 from
$14,939,429 at June 30, 2001. The decrease reflects primarily the effect of the
purchase and retirement of common stock and dividends offset by current year net
income and the exercise of stock options during the year. On July 25, 2001, the
Company announced its intent to begin paying quarterly dividends beginning with
the quarter ended September 30, 2001. Payments were $462,890, $437,766, and
$437,766 for the first, second, and third quarter, respectively. On June 25,
2002, the Company declared a quarterly cash dividend of $0.12 per share
($440,466) payable on July 15, 2002 to stockholders of record on June 30, 2002,
which is recorded as dividends payable.
The Company amended its existing credit facility in July 2002, extending the
maturity date of the unsecured line of credit to November 1, 2003. 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. The Company uses its credit facility
from time to time, although there was no utilization of this credit facility at
June 30, 2002, June 30, 2001 and June 30, 2000.
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. In January of 2001 the
Board of Directors approved an increase in the stock repurchase program from
$25,000,000 to $28,000,000, another increase in April of 2001 of an additional
$3,000,000, an additional increase of $3,000,000 in July of 2001, and an
additional $1,500,000 in April of 2002, for a maximum of $35,500,000. The
Company intends to effectuate all stock purchases either on the open market or
through privately negotiated transactions, and intends to finance all stock
purchases through its own cash flow or by borrowing for such purchases. For the
fiscal year ended June 30, 2002, the Company purchased 301,202 shares of its
common stock at an average gross price of $17.98 per share (and an average net
price of $16.82 per share).
From the commencement of the Company's stock repurchase program through June 30,
2002, the Company has purchased a total of 4,856,680 shares for a total gross
purchase price of $38,577,045 (representing an average gross purchase price of
$7.94 per share) and a total net purchase price of $34,502,072 (representing an
average net purchase price of $7.10 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.
7
The Company's primary source of liquidity over the past nine months has been
operating cash flows. The Company's future cash flows from operations (on both a
short term and long term basis) are dependent upon, but not limited to:
- the ability of the Company to attract new and retain existing
customers,
- the volume of sales for these customers,
- the loss of business of one or more primary customers,
- changes in sales mix,
- the volume of royalty income,
- changes in general economic conditions,
- management's effectiveness in managing the manufacturing
process, and
- the ability to collect in full and in a timely manner, amounts
due the Company.
The Company is dependent upon its ability to retain existing and obtain new
customers as well as develop new product lines for these customers. The
Company's failure to retain existing customers, obtain new customers or develop
new product lines could significantly affect future profitability of the
Company. The loss of business of one or more principal customers or a change in
the sales volume from a particular customer could have a material adverse effect
on the Company's sales volume and profitability.
Due to the range of products that the Company sells, the product sales mix can
produce a range of profit margins. Some businesses in which the Company operates
produce lower profit margins than others.
Deteriorating or weak economic conditions, including retail slowdowns at both
the domestic or European level, could affect future sales and profitability of
the Company. The Company is not in a position to determine how it will be
affected by these circumstances, how extensive the effects may be, or for how
long it may be impacted by these circumstances.
Management's effectiveness in managing its manufacturing processes will have a
direct impact on its future profitability. The Company regularly makes decisions
that affect production schedules, shipping schedules, employee level, and
inventory levels. The Company's effectiveness in managing these areas could have
an effect on future profitability.
The Company has significant accounts receivable or other amounts due from its
customers or other parties. From time to time, certain of these accounts
receivable or other amounts due have become unusually large and/or overdue, and
on occasion the Company has taken significant write-offs relating to accounts
receivable. The failure of the Company's customers to pay in full amounts due to
the Company could affect future profitability.
The Company has no "off-balance sheet" financing arrangements.
DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
The Company has disclosed information pertaining to these events in footnotes 3
and 10 to its consolidated financial statements included in this Form 10-K
DISCLOSURES ABOUT CERTAIN TRADING ACTIVITIES THAT INCLUDE NON-EXCHANGE TRADED
CONTRACTS ACCOUNTED FOR AT FAIR VALUE
The Company does not have any trading activities that include non-exchange
traded contracts accounted for at fair value.
8
DISCLOSURES ABOUT EFFECTS OF TRANSACTIONS WITH RELATED AND CERTAIN OTHER PARTIES
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 $2.5 million 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.
In 1991, the Board of Directors agreed to continue the Chairman's current base
salary in the event he becomes disabled prior to age 70. After age 70, he shall
receive his current base salary for the remainder of his life, whether he
becomes disabled or not. The Chairman has turned 70. The Company has a deferred
compensation liability of $737,599 recorded as of June 30, 2002, and $1,015,390
as of June 30, 2001 for this arrangement.
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 increased the
rent from $280,000 per year 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. It is the Company's policy, that all material transactions between the
Company, its officers, directors or principal shareholders, or affiliates of any
of them, shall be on terms no less favorable to the Company than those which
could have been obtained if the transaction had been with unaffiliated third
parties on an arm's length basis, and such transactions will be approved by a
majority of the members of the Audit Committee of the Board of Directors, or a
majority of the directors who are independent and not financially interested in
the transactions.
DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES
The Company's more critical accounting policies include revenue recognition,
royalty income and the use of estimates (which inherently involve judgment and
uncertainties) in valuing inventory and accounts receivable.
Revenue Recognition
The Company recognizes revenue when all of the following criteria are met:
persuasive evidence of an arrangement exists; delivery has occurred; the
seller's price to the buyer is fixed or determinable; and collectibility is
reasonably assured. These criteria are generally satisfied and the Company
recognizes revenue upon shipment. The Company also offers certain of its
customers the right to return products that do not meet the standards agreed
with the customer. The Company continuously monitors such product returns and
while such returns have historically been minimal, the Company cannot guarantee
that they will continue to experience the same return rates that they have in
the past. Any significant increase in product quality failure rates and the
resulting credit returns could have a material adverse impact on the Company's
operating results for the period or periods in which such returns materialize.
The Company provides for certain sales incentives, which include sales rebates
and co-op advertising incentives. The Company records a provision for estimated
incentives based upon the incentives offered to customers on product related
sales in the same period as the related revenues are recorded. The Company also
records a provision for estimated sales returns and allowances on product
related sales in the same period as the related revenues are recorded. These
estimates are based on historical sales returns, analysis of credit memo data
and other known factors. If the historical data the Company uses to calculate
these estimates do not properly reflect future returns, revenues could be
overstated.
9
Products sold are covered by a lifetime warranty. The Company accrues a warranty
reserve for estimated costs to provide warranty services. The Company's estimate
of costs to service its warranty obligations is based on historical experience
and expectation of future conditions. To the extent the Company experiences
increased warranty claim activity or increased costs associated with servicing
those claims, its warranty accrual will increase accordingly and result in
decreased gross profit.
Royalty Income
The Company's net income is significantly affected by the levels of royalty
income generated in any given period. Royalty income is recognized when earned
under the terms of the Company's License Agreements. These agreements require
minimum annual royalty payments. The Company currently has two royalty
agreements which expire in 2003 and 2008, respectively. The inability of the
Company to negotiate favorable royalty arrangements and renew current agreements
could have a material adverse impact on the Company's results for the period.
Based upon the favorable relationships the Company has with the parties under
these License Agreements, termination, non-renewal or a renegotiation toward
more unfavorable terms under the current agreements is not considered likely.
Accounts Receivable
The Company performs ongoing credit evaluations of its customers and adjusts
credit limits based upon payment history and the customer's current credit
worthiness, as determined by the review of the customer's current credit
information. The Company continuously monitors collections and payments from
customers and maintains a provision for estimated credit losses based upon the
Company's historical experience and any specific customer collection issues that
have been identified. The Company values accounts receivable net of an allowance
for uncollectible accounts. The allowance is calculated based upon the Company's
evaluation of specific customer accounts where the Company has information that
the customer may have an inability to meet its financial obligations
(bankruptcy, etc.). In these cases, the Company uses its judgment, based on the
best available facts and circumstances, and records a specific reserve for that
customer against amounts due to reduce the receivable to the amount that is
expected to be collected. These specific reserves are re-evaluated and adjusted
as additional information is received that impacts the amount reserved. However,
the ultimate collectibility of a receivable is dependent upon the financial
condition of an individual customer, which could change rapidly and without
advance warning.
Inventories
The Company values its inventories at the lower of cost or market. Cost is
determined using the last-in, first-out method. Valuing inventories at the lower
of cost or market requires the use of estimates and judgment. As discussed under
"General Factors" our customers may cancel their orders or change purchase
volumes. Any of these, or certain additional actions, could create excess
inventory levels which would impact the valuation of our inventory. The Company
continues to use the same techniques to value inventory as have been used in the
past. Any actions taken by our customers that could impact the value of our
inventory are considered when determining the lower of cost or market
valuations. The Company regularly reviews inventory quantities on hand and
records a provision for excess and obsolete inventory based primarily on our
estimated forecast of product demand and production requirements for the next
twelve months. If the Company is not able to achieve its expectations of the net
realizable value of the inventory at its current value, the Company would have
to adjust its reserves accordingly.
10
RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (FAS) No. 141, "Business Combinations" and No.
142, "Goodwill and Other Intangible Assets." The statements eliminate the
pooling-of-interests method of accounting for business combinations and require
that goodwill and certain intangible assets not be amortized. Instead, these
assets will be reviewed for impairment annually with any related losses
recognized in earnings when incurred. FAS No. 142 will be effective for the
Company as of July 1, 2002 for existing goodwill and intangible assets. FAS No.
141 is effective for business combinations initiated after June 30, 2001. The
Company has not initiated any business combinations since June 30, 2001. The
adoption of FAS No. 142 is not expected to have a material effect on the
Company's financial position or results of operations.
In July 2001, the FASB also issued FAS No. 143, "Accounting for Asset Retirement
Obligations" and in August 2001, issued No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." FAS No. 143 establishes accounting standards
for the recognition and measurement of an asset retirement obligation. FAS No.
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets, superseding FAS No. 121. The statements are effective for
the Company July 1, 2002. The Company is currently analyzing the impact these
statements will have; however, the impact is not expected to be material on the
Company's financial position or results of operations.
In November 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer or
a Reseller of the Vendor's Products." This issue codifies and reconciles certain
issues and addresses various aspects of the accounting for consideration given
by a vendor to a customer or a reseller of the vendor's products that were
previously addressed in Issues 00-14, 00-22, and 00-25. Issue 01-09 identifies
other related interpretive issues. EITF 01-09 was effective for the Company's
fiscal quarter ended March 31, 2002. The implementation of this issue did not
have a material impact on the Company's results of operations for the fiscal
year ended June 30, 2002.
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 accounting principles generally accepted
in the United States of America 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.
11
Item 7A. QUANTITATIVE AND QUANTATIVE DISCLOSURES ABOUT MARKET RISK.
In management's opinion, the Company does not engage in any material market risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Company's commercial credit facility used for working capital
purposes and stock repurchases.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Consolidated financial statements of the Company at June 30, 2002 and 2001 and
for each of the three years in the period ended June 30, 2002 and the notes
thereto, and the report of independent accountants thereon are set forth on
pages 16 to 27.
Selected unaudited quarterly financial data is as follows:
Quarter
2002 First Second Third Fourth
- ---- ----- ------- ----- ------
Net sales $ 8,951,411 $ 9,751,397 $ 8,203,325 $ 9,665,170
Gross profit 3,451,891 3,899,847 3,443,626 3,779,120
Net income 1,030,874 1,154,200 1,242,839 1,613,430
Earnings per common share:
Basic (1) $ .27 $ .31 $ .34 $ .44
Diluted (1) .25 .30 .32 .42
Quarter
2001 First Second Third Fourth
- ---- ----- ------- ----- ------
Net sales $ 9,879,638 $10,348,476 $ 8,195,114 $10,186,107
Gross profit 3,952,247 4,078,142 3,416,187 4,125,632
Net income 1,383,991 1,374,951 1,235,702 1,692,877
Earnings per common share:
Basic (1) $ .31 $ .32 $ .30 $ .43
Diluted (1) .30 .31 .28 .40
(1) Due to the use of weighted average shares outstanding each quarter for
computing net income per share, the sum of the quarterly per share amounts
does not equal the per share amount for the year.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
12
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 2002 Annual Meeting of Stockholders (the
"2002 Proxy Statement"), which 2002 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 2002 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 2002 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 2002 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:
1. Financial Statements
The following consolidated financial statements of Koss
Corporation are set forth on pages 16 to 27:
Report of Independent Accountants............................................................16
Consolidated Statements of Income for the Years
Ended June 30, 2002, 2001, and 2000.....................................................17
Consolidated Balance Sheets as of June 30, 2002 and 2001.....................................18
Consolidated Statements of Cash Flows
for the Years Ended June 30, 2002, 2001, and 2000.......................................19
Consolidated Statements of Stockholders' Investment
for the Years Ended June 30, 2002, 2001, and 2000.......................................20
Notes to Consolidated Financial Statements...................................................21
13
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 Amendment to Loan Agreement dated October 10, 2001.
10.17 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).
10.18 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).
10.19 Third Amendment and Assignment of License Agreement
to Jiangsu Electronics Industries Limited dated March
31, 1997.
14
10.20 Fourth Amendment to License Agreement dated as of May
29, 1998.
10.21 Fifth Amendment to License Agreement dated March 30,
2001.
10.22 Sixth Amendment to License Agreement dated August 15,
2001.
10.23 Seventh Amendment to License Agreement dated December
28, 2001.
10.24 Eighth Amendment to License Agreement dated July 31,
2002.
10.25 License Agreement dated June 30, 1998 between Koss
Corporation and Logitech Electronics Inc. (including
Addendum to License Agreement dated June 30, 1998).
10.26 Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated March 7,
1997).
10.27 Amendment to Lease.
10.28 Partial Assignment, Termination and Modification of
Lease.
10.29 Restated Lease.
22 List of Subsidiaries of Koss Corporation.
99.1 Certification of Chief Executive Officer and Chief
Financial Officer.
b. No reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this report.
15
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 13 present fairly, in all material
respects, the financial position of Koss Corporation and its subsidiaries at
June 30, 2002 and 2001, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 2002, 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 10, 2002
16
CONSOLIDATED STATEMENTS OF INCOME
Year Ended June 30, 2002 2001 2000
- -------------------------------------------------------------------------------------------------------------
Net sales $36,571,303 $38,609,335 $35,401,533
Cost of goods sold 21,996,819 23,037,127 21,843,517
- -------------------------------------------------------------------------------------------------------------
Gross profit 14,574,484 15,572,208 13,558,016
Selling, general, and
administrative expense 7,267,429 7,446,119 6,947,013
- -------------------------------------------------------------------------------------------------------------
Income from operations 7,307,055 8,126,089 6,611,003
Other income (expense):
Royalty income 964,297 1,010,026 1,283,563
Interest income 30,445 85,423 102,139
Interest expense (100,454) (15,465) (24,244)
- -------------------------------------------------------------------------------------------------------------
Income before income taxes 8,201,343 9,206,073 7,972,461
Provision for income taxes (note 5) 3,160,000 3,518,552 3,019,000
- -------------------------------------------------------------------------------------------------------------
Net income $5,041,343 $5,687,521 $ 4,953,461
=============================================================================================================
Earnings per common share:
Basic $1.36 $1.35 $0.97
Diluted $1.28 $1.28 $0.95
=============================================================================================================
Dividends per common share $0.485 None None
=============================================================================================================
=============================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
17
CONSOLIDATED BALANCE SHEETS
As of June 30, 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash $ 1,052,364 $ 181,678
Accounts receivable, less allowances of
$801,055 and $301,252, respectively (note 11) 8,371,187 8,247,045
Inventories 6,380,212 8,496,010
Prepaid expenses 600,928 593,961
Income taxes receivable -- 480,322
Deferred income taxes (note 5) 714,973 340,973
- -----------------------------------------------------------------------------------------------------------------------------
Total current assets 17,119,664 18,339,989
- -----------------------------------------------------------------------------------------------------------------------------
Equipment and Leasehold Improvements, at cost:
Leasehold improvements 1,104,954 1,031,574
Machinery, equipment, furniture, and fixtures 5,152,552 5,012,089
Tools, dies, molds, and patterns 9,513,252 9,062,776
- -----------------------------------------------------------------------------------------------------------------------------
15,770,758 15,106,439
Less--accumulated depreciation 13,992,703 13,415,811
- -----------------------------------------------------------------------------------------------------------------------------
1,778,055 1,690,628
Deferred Income Taxes (note 5) 512,135 557,135
Other Assets 916,280 908,576
- -----------------------------------------------------------------------------------------------------------------------------
$20,326,134 $21,496,328
=============================================================================================================================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current Liabilities:
Accounts payable $1,854,316 $2,062,476
Accrued liabilities (note 6) 1,587,551 1,551,679
Dividends payable 440,466 --
Income taxes payable 506,102 --
- -----------------------------------------------------------------------------------------------------------------------------
Total current liabilities 4,388,435 3,614,155
- -----------------------------------------------------------------------------------------------------------------------------
Contingently Redeemable Equity Interest (note 4) 1,490,000 1,490,000
- -----------------------------------------------------------------------------------------------------------------------------
Deferred Compensation 737,599 1,015,390
- -----------------------------------------------------------------------------------------------------------------------------
Other Liabilities 437,354 437,354
- -----------------------------------------------------------------------------------------------------------------------------
Commitments and Contingencies (note 10)
- -----------------------------------------------------------------------------------------------------------------------------
Stockholders' Investment (note 4):
Common stock, $0.005 par value,
authorized 8,500,000 shares;
issued and outstanding 3,911,756
and 3,886,756 shares, respectively 19,559 19,434
Contingently redeemable common stock (1,490,000) (1,490,000)
Undistributed retained earnings 14,743,187 16,409,995
- -----------------------------------------------------------------------------------------------------------------------------
Total stockholders' investment 13,272,746 14,939,429
- -----------------------------------------------------------------------------------------------------------------------------
$20,326,134 $21,496,328
=============================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
18
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended June 30, 2002 2001 2000
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $5,041,343 $5,687,521 $4,953,461
Adjustments to reconcile net
income to net cash provided by
operating activities:
Allowance for doubtful accounts (recoveries) 552,000 52,238 (37,178)
Depreciation and amortization 576,892 600,819 663,422
Deferred income taxes (329,000) 229,000 (294,027)
Deferred compensation (277,791) 115,080 115,080
Other -- (61,001) 71,322
Net changes in operating assets and
liabilities (note 7) 2,239,121 2,300,196 2,582,522
- -----------------------------------------------------------------------------------------------------------------------------
Net cash provided by
operating activities 7,802,565 8,923,853 8,054,602
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of equipment
and leasehold improvements (664,319) (814,851) (349,620)
- -----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Payments under line of credit agreement (6,786,500) -- --
Borrowings under line of credit agreement 6,786,500 -- --
Dividends paid (1,338,424) -- --
Purchase of common stock (5,416,436) (11,627,523) (6,486,347)
Exercise of stock options 487,300 535,798 774,262
- -----------------------------------------------------------------------------------------------------------------------------
Net cash used in
financing activities (6,267,560) (11,091,725) (5,712,085)
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 870,686 (2,982,723) 1,992,897
Cash at beginning of year 181,678 3,164,401 1,171,504
- -----------------------------------------------------------------------------------------------------------------------------
Cash at end of year $ 1,052,364 $181,678 $ 3,164,401
=============================================================================================================================
The accompanying notes are an integral part of these consolidated financial
statements.
19
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
Accumulated
Common Stock Undistributed Other
------------ Retained Comprehensive
Shares Amount Earnings Loss
- ------------------------------------------------------------------------------------------------------------------------
Balance, July 1, 1999 5,422,238 $ 27,111 $22,715,146 $(71,322)
Net income -- -- 4,953,461 --
Purchase and retirement of treasury stock (871,000) (4,355) (6,481,992) --
Exercise of stock options 147,500 738 773,524 --
Foreign currency translation adjustment -- -- -- 71,322
- ------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2000 4,698,738 23,494 21,960,139 --
Net income -- -- 5,687,521 --
Purchase and retirement of treasury stock (924,482) (4,622) (11,622,901) --
Exercise of stock options 112,500 562 385,236 --
- ------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2001 3,886,756 $ 19,434 $16,409,995 $ --
Net income -- -- 5,041,343 --
Dividends declared and paid -- -- (1,778,890) --
Exercise of stock options 85,000 425 487,175 --
Purchase and retirement of treasury stock (60,000) (300) (5,416,436) --
- ------------------------------------------------------------------------------------------------------------------------
Balance, June 30, 2002 3,911,756 $ 19,559 $14,743,187 $ --
- ------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
20
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 approximately 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 11% and 14% of the Company's accounts
receivable at June 30, 2002 and 2001, 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 by the Company when all of the
following criteria are met: persuasive evidence of an arrangement exists;
delivery has occurred; the seller's price to the buyer is fixed or determinable;
and collectibility is reasonably assured. These criteria are satisfied, and
accordingly, revenue is recognized upon shipment by the Company.
ROYALTY INCOME--The Company recognizes royalty income when earned under terms of
license agreements, which expire in 2003 and 2008. These agreements require
minimum annual 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 $787,361 and $981,018
higher than reported at June 30, 2002 and 2001, respectively.
The components of inventories at June 30 are as follows:
2002 2001
-------------------------------------------------------------
Raw materials and
work in process $ 2,033,836 $ 2,516,999
Finished goods 4,346,376 5,979,011
-------------------------------------------------------------
$ 6,380,212 $ 8,496,010
=============================================================
During 2002 and 2001, the Company liquidated certain LIFO layers, the effect of
which did not have a significant impact on operating income.
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 $114,000 in 2002, $89,000 in 2001 and
$227,000 in 2000.
21
USE OF ESTIMATES--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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.
SHIPPING AND HANDLING FEES AND COSTS--During the fourth quarter of fiscal year
2001, the Company adopted the provisions of the Emerging Issues Task Force
("EITF") Issue No. 00-10 "Accounting for Shipping and Handling Fees and Costs."
In accordance with the provisions of EITF No. 00-10, certain shipping and
handling fees and costs which the Company had previously recorded on a net basis
as a component of net sales are reflected in cost of goods sold, as appropriate.
NEW ACCOUNTING PRONOUNCEMENTS--In July 2001, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards (FAS) No. 141,
"Business Combinations" and No. 142, "Goodwill and Other Intangible Assets." The
statements eliminate the pooling-of-interests method of accounting for business
combinations and require that goodwill and certain intangible assets not be
amortized. Instead, these assets will be reviewed for impairment annually with
any related losses recognized in earnings when incurred. FAS No. 142 will be
effective for the Company as of July 1, 2002 for existing goodwill and
intangible assets. FAS No. 141 is effective for business combinations initiated
after June 30, 2001. The Company has not initiated any business combinations
since June 30, 2001. As of June 30, 2002, the Company does not have any goodwill
or other intangible assets.
In July 2001, the FASB also issued FAS No. 143, "Accounting for Asset Retirement
Obligations" and in August 2001, issued No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." FAS No. 143 establishes accounting standards
for the recognition and measurement of an asset retirement obligation. FAS No.
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets, superseding FAS No. 121. The statements are effective for
the Company July 1, 2002. The Company is currently analyzing the impact these
statements will have; however, the impact is not expected to be material on the
Company's financial position or results of operations.
In November 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a Customer or
a Reseller of the Vendor's Products." This issue codifies and reconciles certain
issues address various aspects of the accounting for consideration given by a
vendor to a customer or a reseller of the vendor's products that were previously
addressed in Issues 00-14, 00-22, and 00-25. Issue 01-09 identifies other
related interpretive issues. EITF 01-09 was effective for the Company's fiscal
quarter ended March 31, 2002. The implementation of this issue did not have a
material impact on the Company's results of operations for the fiscal year ended
June 30, 2002.
RECLASSIFICATIONS--Certain amounts in the prior year financial statements have
been reclassified to conform to current year presentation.
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, 2002, 2001, and 2000, were
3,700,884, 2,104,041, and 2,542,768, respectively. When dilutive, stock options
are included in earnings per share as share equivalents using the treasury stock
method. Common stock equivalents of 222,699, 121,200, and 59,716, 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, 2002, 2001, and 2000, respectively.
22
3. LONG-TERM DEBT
The Company amended its existing credit facility in July 2002, extending the
maturity date of the unsecured line of credit to November 1, 2003. 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 were no borrowings under this
credit facility at June 30, 2002 and 2001. The Company borrowed and repaid
$6,786,500 under this credit facility in fiscal year 2002.
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. In 2001, the Board of
Directors authorized the reservation of an additional 300,000 shares for the
1990 Plan, which was also approved by the stockholders.
The following table identifies options granted, exercised, cancelled, or
available for exercise pursuant to the above mentioned Plan:
Range of Exercise Weighted
Number of Prices per Average
Shares Share Exercise Price
------------------------------------------------------------------------------------------------------------
Shares under option at June 30, 1999 537,500 $2.66-$5.96 $5.02
Granted 120,000 $6.73-$7.40 $7.12
Exercised (147,500) $2.66-$5.42 $3.93
Cancelled (15,000) $5.00 $5.00
------------------------------------------------------------------------------------------------------------
Shares under option at June 30, 2000 495,000 $2.66-$7.40 $5.85
Granted 160,000 $16.76-$18.43 $17.80
Exercised (112,500) $2.66-$6.73 $4.73
------------------------------------------------------------------------------------------------------------
Shares under option at June 30, 2001 542,500 $5.10-$18.43 $9.61
Granted 150,000 $16.80-$18.48 $17.92
Exercised (85,000) $5.37-$6.75 $5.74
============================================================================================================
Shares under option at June 30, 2002 607,500 $5.10-$18.48 $12.20
============================================================================================================
Options exercisable at June 30, 2002 227,500 $5.10-$18.43 $8.23
============================================================================================================
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 2002,
2001, and 2000 was $4.91, $5.31, and $3.33, 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 2001 and 2000 was $7.90 and
$4.64, respectively. There were no options granted in 2002 for which the
exercise price was less than the market price on the date of grant. The weighted
average remaining contractual life of these options approximates 5 years.
23
The Company currently accounts for its stock-based compensation plans using the
intrinsic value method. Companies that elect to use 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 recorded
no compensation cost for options granted under its stock-based compensation plan
using the intrinsic value method. Had compensation cost been determined based on
the fair value at the grant date for awards in 2002, 2001 and 2000, the
Company's pro forma net income and earnings per share would have been as
presented below:
2002 2001 2000
------------------------------------------
Net income - as reported $5,041,343 $5,687,521 $4,953,461
Net income - pro forma $4,424,091 5,238,951 4,602,345
Earnings per common share - as reported
Basic $1.36 $1.35 $0.97
Diluted $1.28 $1.28 $0.95
Earnings per common share - pro forma
Basic $1.20 $1.25 $0.91
Diluted $1.13 $1.18 $0.88
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:
2002 2001 2000
------------------------------------------
Expected stock price volatility 46.96% 50.41% 56.09%
Risk free interest rate 4.61% 4.97% 6.54%
Expected dividend yield 2.87% -- --
Expected life of options 5.00 years 5.13 years 5.25 years
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 purchased 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.
5. INCOME TAXES
The Company utilizes the liability method of accounting for income taxes. The
liability method measures the expected income tax impact of future taxable
income and deductions implicit in the consolidated balance sheet.
24
The provision for income taxes in 2002, 2001, and 2000 consists of the
following:
Year Ended June 30, 2002 2001 2000
----------------------------------------------------------------------------------------------------
Current:
Federal $2,912,000 $2,716,552 $2,788,027
State 577,000 573,000 525,000
Deferred (329,000) 229,000 (294,027)
----------------------------------------------------------------------------------------------------
$3,160,000 $3,518,552 $3,019,000
====================================================================================================
The 2002, 2001, and 2000 tax provision results in an effective rate different
than the federal statutory rate due to the following:
Year Ended June 30, 2002 2001 2000
----------------------------------------------------------------------------------------------------
Federal income tax at
statutory rate $2,789,000 $3,130,000 $2,711,000
State income taxes, net of
federal tax benefit 381,000 378,000 346,000
Other (10,000) 10,552 (38,000)
----------------------------------------------------------------------------------------------------
Total provision for
income taxes $3,160,000 $3,518,552 $3,019,000
====================================================================================================
Temporary differences which give rise to deferred tax assets and liabilities at
June 30 include:
2002 2001
----------------------------------------------------------------------------------------------------
Deferred Tax Assets
Deferred compensation $282,000 $385,000
Accrued expenses and reserves 868,000 357,000
Package design and trademarks 244,000 193,000
Other 9,000 9,000
----------------------------------------------------------------------------------------------------
1,403,000 944,000
Deferred Tax Liabilities
Royalties receivable/deferred (174,000) (11,000)
Equipment and leasehold improvements (2,000) (35,000)
----------------------------------------------------------------------------------------------------
Net deferred tax asset $1,227,000 $898,000
====================================================================================================
6. ACCRUED LIABILITIES
Accrued liabilities at June 30 consist of the following:
2002 2001
----------------------------------------------------------------------------------------------------
Salaries and wages $407,367 $584,435
Cooperative advertising
and promotion allowances 747,777 463,314
Payroll taxes and
employee benefits 189,342 186,738
Other 243,065 317,192
----------------------------------------------------------------------------------------------------
$1,587,551 $1,551,679
====================================================================================================
25
7. ADDITIONAL CASH FLOW INFORMATION
The net changes in cash as a result of changes in operating assets and
liabilities consist of the following:
2002 2001 2000
-------------------------------------------------------------------------------------------------
Accounts receivable $(676,142) $ (71,098) $(783,468)
Inventories 2,115,798 918,026 3,541,082
Prepaid expenses (6,967) (31,933) (48,128)
Income taxes 986,424 (235,567) 21,574
Other assets (7,704) (170,377) (43,371)
Accounts payable (208,160) 1,491,909 (221,218)
Accrued liabilities 35,872 399,236 116,051
-------------------------------------------------------------------------------------------------
Net change $2,239,121 $2,300,196 $2,582,522
=================================================================================================
2002 2001 2000
---- ---- ----
Net cash paid during the year for:
Interest $100,454 $15,465 $24,244
Income taxes $2,502,576 $3,675,119 $3,291,453
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 $74,000 in 2002, $94,000 in
2001, and $0 in 2000.
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 2001, 2000 and 1999,
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 each of the years ended June
30, 2002, 2001 and 2000 were $180,000.
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 amounted to $4,037,739 during 2002, $3,575,201 during
2001, and $3,129,872 during 2000.
Sales to one customer, Wal-Mart Stores Inc., were approximately 18% of total
sales for the year ended June 30, 2002. Sales to the Tandy Corporation were
approximately 18% and 16% for the years ended June 2001 and 2000.
26
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 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 $421,000 in 2002, $424,000 in 2001, and
$454,000 in 2000.
11. SUPPLEMENTARY INFORMATION
Changes in the allowance for doubtful accounts for the years ended June 30,
2002, 2001, and 2000 are summarized as follows:
Year Balance at Beginning Charges Against/ Balance at End of
Ending of Period (Credits To) Income Deductions* Period
------ --------- ------------------- ----------- ------
2002 $301,252 $552,000 $ 52,197 $801,055
2001 $252,194 $ 52,238 $ 3,180 $301,252
2000 $447,644 ($ 37,178) $158,272 $252,194
*Represents charges against the allowance, net of recoveries.
Advertising costs included selling, general, and administrative expenses in the
accompanying statements of income were $366,545 in 2002, $207,776 in 2001, and
$235,257 in 2000. Such costs are expensed as incurred.
27
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the
meaning of that term in the Private Securities Litigation Reform Act of 1995(the
"Act") (Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Additional written or oral forward-looking
statements may be made by the Company from time to time in filings with the
Securities Exchange Commission, press releases, or otherwise. Statements
contained in this Form 10-K that are not historical facts are forward-looking
statements made pursuant to the safe harbor provisions of the Act.
Forward-looking statements may include, but are not limited to, projections of
revenue, income or loss and capital expenditures, statements regarding future
operations, anticipated financing needs, compliance with financial covenants in
loan agreements, plans for acquisitions or sales of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, the effects of pending and possible litigation,
and assumptions relating to the foregoing. In addition, when used in this Form
10-K, the words "anticipates," "believes," or "estimates," "expects," "intends,"
"plans" and variations thereof and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-K, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form 10-K,
other factors that could contribute to or cause such differences include, but
are not limited to, developments in any one or more of the following areas:
future fluctuations in economic conditions, the receptivity of consumers to new
consumer electronics technologies, the rate and consumer acceptance of new
product introductions, competition, pricing, the number and nature of customers
and their product orders, production by third party vendors, foreign
manufacturing, sourcing and sales (including foreign government regulation,
trade and importation concerns), borrowing costs, changes in tax rates, pending
or threatened litigation and investigations, and other risk factors which may be
detailed from time to time in the Company's Securities and Exchange Commission
filings.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unexpected
events.
28
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: 9/4/02
------------------------------ ------
Michael J. Koss,
Vice Chairman
President
Chief Executive Officer
Chief Operating Officer and
Chief Financial Officer
By: /s/ Sujata Sachdeva Dated: 9/4/02
----------------------------- ------
Sujata Sachdeva,
Vice President - Finance
Principal Accounting Officer
Secretary
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: 9/4/02 Dated: 9/4/02
------ ------
/s/ Martin F. Stein /s/ Victor L. Hunter
- ------------------- --------------------
Martin F. Stein, Director Victor L. Hunter, Director
Dated: 9/4/02 Dated: 9/4/02
------ ------
/s/ John J. Stollenwerk /s/ Lawrence S. Mattson
- ----------------------- -----------------------
John J. Stollenwerk, Director Lawrence S. Mattson, Director
Dated: 9/4/02 Dated: 9/4/02
------ ------
/s/ Thomas L. Doerr
Thomas L. Doerr, Director
Dated: 9/4/02
------
The signatures of the above directors constitute a majority of the Board of
Directors of Koss Corporation.
29
KOSS CORPORATION
CERTIFICATION OF PERIODIC FINANCIAL REPORT
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael J. Koss, certify that:
1. I have reviewed this annual report on Form 10-K of Koss Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.
Date: September 4, 2002
/s/ Michael J. Koss
- ----------------------
Michael J. Koss
Chief Executive Officer, President and
Chief Financial Officer
30
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/Secretary 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
Cheryl Mike Chairman
Vice President-Human Resources/Customer Relations Eyecare One Inc.
Declan Hanley John J. Stollenwerk
Vice President-International Sales President
Allen-Edmonds Shoe Corporation
ANNUAL MEETING TRANSFER AGENT
October 17, 2002 -- 9:00a.m. Questions regarding change of address,
Milwaukee River Hilton Inn stock transfer, lost certificate, or
4700 N. Port Washington Rd. Information on a particular account
Milwaukee, WI 53212 should be directed in writing to:
INDEPENDENT ACCOUNTANTS American Stock Transfer
& Trust Company
PricewaterhouseCoopers LLP 59 Maiden Lane
Milwaukee, Wisconsin New York, NY 10038
LEGAL COUNSEL 16800 West Greenfield Avenue
Brookfield, WI 53005
Richard W. Silverthorn Attn: Barbara Bahr
General Counsel Shareholders Toll-free: 1-800-937-5449
Whyte Hirschboeck Dudek S.C.
31
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.
Designation Incorporation
of Exhibit Exhibit Title by Reference
- ---------- ------------- ------------
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 ...... (15)
10.16 Amendment to Loan Agreement dated
October 10, 2001 ......................................... (16)
32
10.17 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) .... (17)
10.18 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) ....................................................... (18)
10.19 Third Amendment and Assignment of License Agreement to
Jiangsu Electronics Industries Limited dated as of March
31, 1997..................................................... (19)
10.20 Fourth Amendment to License Agreement dated as of May 29,
1998......................................................... (20)
10.21 Fifth Amendment to License Agreement dated
March 30, 2001............................................... (21)
10.22 Sixth Amendment to License Agreement dated August 15,
2001 ........................................................ (22)
10.23 Seventh Amendment to License Agreement dated
December 28, 2001 ........................................... (23)
10.24 Eighth Amendment to License Agreement dated
July 31, 2002................................................ (24)
10.25 License Agreement dated June 30, 1998 between Koss Corporation
and Logitech Electronics Inc. (including Addendum to License
Agreement dated June 30, 1998) .............................. (25)
10.26 Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated
March 7, 1997) .............................................. (26)
10.27 Amendment to Lease .......................................... (27)
10.28 Partial Assignment, Termination and Modification of
Lease ....................................................... (28)
10.29 Restated Lease .............................................. (29)
22 List of Subsidiaries of Koss Corporation .................... (30)
99.1 Certification of Chief Executive Officer and Chief
Financial Officer ........................................... (31)
33
(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)
(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)
34
(15) Incorporated by reference from Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2000
(Commission File No. 0-3295)
(16) Filed herewith
(17) 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)
(18) 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)
(19) 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)
(20) 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)
(21) Incorporated by reference from the sole Exhibit to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001 (Commission File No. 0-3295)
(22) Incorporated by reference from Exhibit 10.21 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2001
(Commission File No. 0-3295)
(23) Incorporated by reference from Exhibit 10.23 to the Company's
Quarterly Report on Form 10-Q for the quarter ended December
31, 2001 (Commission File No. 0-3295)
(24) Filed herewith
(25) 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)
(26) 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)
(27) Incorporated by reference from Exhibit 10.22 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2000
(Commission File No. 0-3295)
(28) Incorporated by reference from Exhibit 10.25 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2001
(Commission File No. 0-3295)
35
(29) Incorporated by reference from Exhibit 10.26 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2001
(Commission File No. 0-3295)
(30) 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) File herewith
36