KOSS CORP - 10-K Annual Report

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UNITED STATES
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, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-3295
-----------------------------

KOSS CORPORATION
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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
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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)
---------------------------------------
(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. |X|

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12(b)-2). YES NO X
--- ---

The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of December 31, 2002 was approximately $68,082,833 (based on
the $18.65 per share closing price of the Company's Common Stock as reported on
the NASDAQ Stock Market on December 31, 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, 2003 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, 2003, 3,767,929 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 2003 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.

GENERAL

As used herein, the term "Company" means Koss Corporation and its consolidated
subsidiaries, unless the context otherwise requires. The Company was
incorporated in Delaware in 1971.

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. During the last fiscal year, the
Company acquired certain assets of ADDAX Sound Company. See Part II, Item 7 -
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" herein.

The Company does not report its finances by segment, as the Company's principal
business line is the design, manufacture, and sale of stereophones and related
accessories. The percentage of total revenues related to this central business
line over the past three fiscal years was:

The Company's products are sold through audio specialty stores, catalog
showrooms, regional department store chains, military exchanges and national
retailers, which the Company does not own, under the "Koss" name and dual label.
The Company has more than 1,600 domestic dealers, who are not employees, and its
products are carried in approximately 16,000 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.

INTELLECTUAL PROPERTY

The Company regularly applies for registration of its trademarks in countries in
which it does business, including the United States, and over the years the
Company has had numerous trademarks registered and patents issued in these
countries. 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 trademark or patent.

See Part II, Item 7 - "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" herein for information relating to the
Company's license agreements.

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SEASONALITY

In general, retail sales of consumer electronics are higher during the Christmas
holiday season. However, over the course of each fiscal year, the Company's
sales are balanced. For example, approximately 50% of sales occurred in the
first six months of the fiscal year ended June 30, 2003, and 50% of sales
occurred in the latter six months of that fiscal year.

WORKING CAPITAL AND BACKLOG

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 and
was not material in relation to net sales in fiscal 2003.

CUSTOMERS

The Company markets its products to approximately 2,000 customers worldwide.
During 2003, the Company's sales to its largest single customer, Wal-Mart Stores
Inc., were approximately 20% of total gross 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 50% of total sales in 2003.

COMPETITION

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.

RESEARCH AND DEVELOPMENT

The amount spent on engineering and research activities relating to the
development of new products or the improvement of existing products was $134,000
during fiscal 2003 as compared with $114,000 during fiscal 2002 and $89,000
during fiscal 2001. 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.

ENVIRONMENTAL MATTERS

The Company experiences no material effects resulting from its compliance with
applicable environmental laws.

EMPLOYEES

As of June 30, 2003, the Company employed 108 people. The Company also utilizes
temporary personnel to meet seasonal production demands.

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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 11 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 May 28, 2003, the lease was renewed for a period of
five years, and is being accounted for as an operating lease. The lease
extension maintained the rent at a fixed rate of $380,000 per year. At anytime
during this period the Company has the option to renew the lease for an
additional five years for the period commencing July 1, 2008 and ending June 30,
2013 under the same terms and conditions. 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, 2003.

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 885 holders of record of the
Company's common stock as of August 1, 2003. This number does not include
individual participants in security position listings. The quarterly high and
low sale prices of the Company's common stock for the last two fiscal years as
well as dividends paid (both adjusted for the 2 for 1 stock split) are shown
below.

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(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 and has
paid a dividend for each quarter since, including the last fiscal quarter ending
June 30, 2003. On June 27, 2003, the Company announced its quarterly dividend of
$0.13. 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.

See Part III, Item 12 for information relating to the Company's equity
compensation plan information.

Item 6. SELECTED FINANCIAL DATA.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

FINANCIAL CONDITION AND LIQUIDITY

During 2003, cash provided by operations was $3,373,278. Working capital was
$13,976,901 at June 30, 2003. The increase in working capital of $1,245,672 from
the balance at June 30, 2002 represents primarily the net effect of an increase
in cash, receivables, inventories and payables.

Capital expenditures for new property and equipment (including production
tooling) were $627,567, $664,139, and $814,851, in fiscal years 2003, 2002, and
2001, respectively. Depreciation charges totaled $569,776, $576,892, and
$599,526, for the same fiscal years. Budgeted capital expenditures for fiscal
year 2004 are $1,273,000. The Company expects to generate sufficient funds
through operations to fund these expenditures.

Stockholders' investment increased to $15,813,515 at June 30, 2003 from
$13,272,746 at June 30, 2002. The increase reflects primarily the effect of the
purchase and retirement of common stock and dividends declared offset by current
year net income and proceeds from the exercise of stock options during the year.
On June 27, 2003, the Company declared a quarterly cash dividend of $0.13 per
share ($488,856) payable on July 15, 2003 to stockholders of record on June 30,
2003, which is recorded as dividends payable.

The Company's credit facility matures on November 1, 2003. This unsecured 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

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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, 2003 or June 30, 2002.

In April of 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to purchase from time to time up to $2,000,000 of its
common stock for its own account. Subsequently, the Board of Directors
periodically has approved increases in the stock repurchase program. The most
recently approved increase was for additional purchases of $2,000,000, which
occurred in January of 2003, for an aggregate maximum of $37,500,000. 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, 2003, the Company purchased 67,500 shares of
its common stock at an average net price of $13.58 per share, for a total
purchase price of $916,663.

From the commencement of the Company's stock repurchase program through June 30,
2003, the Company has purchased a total of 4,924,180 shares for a total gross
purchase price of $39,778,045 (representing an average gross purchase price of
$8.08 per share) and a total net purchase price of $35,418,735 (representing an
average net purchase price of $7.19 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.

RISK FACTORS

Cash Flow

The Company's primary source of liquidity over the past twelve 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.

Attracting and Retaining Customers

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.

Profit Margins

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.

6

Economic Conditions

Deteriorating or weak economic conditions, including retail slowdowns at both
the domestic or foreign 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

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.

Accounts Receivable

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.

2003 RESULTS OF OPERATIONS COMPARED WITH 2002

Net sales for 2003 were $33,802,634 compared with $36,571,303 in 2002, a
decrease of $2,768,669 or 7.6%. This decline was due to soft retail business
through the first and second quarter offset by stronger retail sales in the
third quarter.

Gross profit was $13,848,039 or 41% in 2003 compared with $14,574,484 or 40% in
2002. The increase in gross profit was due to cost reductions in 2003.

Selling, general and administrative expenses for 2003 were $7,160,367 compared
with $7,267,429 in 2002, a decrease of $107,062 or 1%. The decrease was a result
of the Company experiencing lower selling expenses associated with lower sales
for the fiscal year.

Income from operations was $6,687,672 in 2003 compared with $7,307,055 in 2002,
a decrease of 8%. Interest income was $12,711 in 2003 compared with $30,445 in
2002, a decrease of 58%. Interest income fluctuates in relation to cash balances
on hand throughout the year and fluctuations in interest rates earned. Interest
expense for 2003 was $14,572 compared with $100,454 in 2002. The decrease in
interest expense is due to the Company's lack of borrowing activity under its
unsecured line of credit during the fiscal year.

On May 1, 2003, the Company acquired certain assets of ADDAX Sound Company
("ADDAX") in exchange for 19,875 shares of common stock of the Company (value on
May 1, 2003 of $317,603 based upon a market price of $15.98) plus $100 in cash
and assumed certain liabilities of ADDAX.

Royalty income was $755,364 in 2003 compared with $964,297 in 2002, a decrease
of 22%. The decrease in royalty income was primarily a result of a reduction of
sales by licensees under certain royalty agreements. The following three
paragraphs describe generally the Company's significant 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, 2004. Pursuant to this License
Agreement, Jiangsu has agreed to meet certain minimum royalty

7

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.

Effective June 30, 2003, the Company entered into a License Agreement with
Sonigem Products, Inc. ("Sonigem") of Ontario, Canada whereby the Company
licensed to Sonigem the right to sell video and communications products under
the Koss brand name. This License Agreement covers Canada, requiring royalty
payments by Sonigem through June 30, 2010, subject to certain minimum annual
royalty amounts.

The provision for income taxes was $2,920,000 and $3,160,000 in 2003 and 2002,
respectively. The effective tax rate was 39% in 2003 and 2002.

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 2002.

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 and fluctuations in interest rates earned. 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 provision for income taxes was $3,160,000 and $3,518,552 in 2002 and 2001,
respectively. The effective tax rate was 39% and 38% in 2002 and 2001,
respectively.

OFF-BALANCE FINANCING

The Company has no "off-balance sheet" financing arrangements.

DISCLOSURES ABOUT CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The Company has disclosed information pertaining to these items in footnotes 4
and 12 to its consolidated financial statements included in this Form 10-K.

8

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.
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 does not
properly reflect future returns, revenues could be overstated.

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 three royalty
agreements, which expire in 2004, 2008, and 2010, 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

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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. 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 inventories. 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.

RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS

During April 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for certain derivative instruments. We do not
anticipate the adoption of this statement to have a material impact on our
consolidated financial statements, as we are not currently a party to derivative
financial instruments included in this standard.

During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. We do
not anticipate the adoption of this statement to have a material impact on our
consolidated financial statements, as we are not currently a party to such
instruments included in this standard.

Item 7A. QUANTITATIVE AND QUALITATIVE 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.

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,

10

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.

Consolidated financial statements of the Company at June 30, 2003 and 2002 and
for each of the three years in the period ended June 30, 2003 and the notes
thereto, and the report of independent auditors thereon are set forth on pages
15 to 27.

Selected unaudited quarterly financial data is as follows:

(1) Due to the use of weighted-average shares outstanding each quarter for
computing earnings per share, the sum of the quarterly per share amounts
may not equal the per share amount for the year.

Item 9. CHANGES IN AND DISAGREEMENTS WITH AUDITORS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

None.

Item 9A. Controls and Procedures.

The Company, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of the design and operation
of the Company's disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that the
Company's disclosure controls and procedures were effective as of June 30, 2003
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.

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There were no changes in the Company's internal control over financial
reporting during the Company's fiscal fourth quarter ended June 30, 2003 that
have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

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",
"ELECTION OF DIRECTORS - Beneficial Ownership of Company Securities" and the
"ELECTION OF DIRECTORS -- Executive Officers" contained in the Koss Corporation
Proxy Statement for its 2003 Annual Meeting of Stockholders (the "2003 Proxy
Statement"), which 2003 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 2003 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 2003 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 2003 Proxy
Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Information relating to the principle accountant fees and services is
incorporated herein by reference from the "RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS" section of the 2003 proxy statement.

PART IV

Item 15. 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 15 to 27:
Report of Independent Auditors...............................15
Consolidated Statements of Income for the Years
Ended June 30, 2003, 2002, and 2001.....................16
Consolidated Balance Sheets as of June 30, 2003 and 2002.....17
Consolidated Statements of Cash Flows
for the Years Ended June 30, 2003, 2002, and 2001.......18

12

Consolidated Statements of Stockholders' Investment
for the Years Ended June 30, 2003, 2002, and 2001.......19
Notes to Consolidated Financial Statements...................20

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).

13

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.

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.

21 List of Subsidiaries of Koss Corporation.

23 Consent of PricewaterhouseCoopers LLP

31 Certification of Chief Executive Officer and Chief
Financial Officer required by Rule 13a-14(a) or
15d-14(a).

32 Certification of Chief Executive Officer and Chief
Financial Officer required by 18 U.S.C. Section 1350.

b. No reports on Form 8-K were filed by the Company during the last
quarter of the period covered by this report.

14

REPORT OF INDEPENDENT AUDITORS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF KOSS CORPORATION

In our opinion, the consolidated financial statements listed in the index
appearing under Item 15(a)(1) on page 12 present fairly, in all material
respects, the financial position of Koss Corporation and its subsidiaries at
June 30, 2003 and 2002, and the results of their operations and their cash flows
for each of the three years in the period ended June 30, 2003 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 11, 2003

15

KOSS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

The accompanying notes are an integral part of these consolidated financial
statements.

16

KOSS CORPORATION
CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial
statements.

17

KOSS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial
statements.

18

KOSS CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT

The accompanying notes are an integral part of these consolidated financial
statements.

19

KOSS CORPORATION
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 16,000 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 16% and 11% of the Company's accounts
receivable at June 30, 2003 and 2002, 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 upon
shipment of the Company's products.

ROYALTY INCOME--The Company recognizes royalty income when earned under terms of
license agreements, which expire in 2004, 2008, and 2010. These agreements
require minimum annual royalty payments.

INVENTORIES--Substantially all of the Company's inventories are 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 $1,009,586 and $787,361
higher than reported at June 30, 2003 and 2002, respectively.

The components of inventories at June 30 are as follows:

EQUIPMENT AND LEASEHOLD IMPROVEMENTS--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

20

RESEARCH AND DEVELOPMENT--Research and development expenditures charged to
operations amounted to approximately $134,000 in 2003, $114,000 in 2002 and
$89,000 in 2001.

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 reporting period. Actual results could differ
from those estimates.

SHIPPING AND HANDLING FEES AND COSTS--Shipping and handling fees and costs are
included in cost of goods sold within the accompanying consolidated statements
of income.

FAIR VALUE OF FINANCIAL INSTRUMENTS--Cash, accounts receivable and accounts
payable recorded in the consolidated balance sheets approximate fair value based
on the short maturity of these instruments.

NEW ACCOUNTING PRONOUNCEMENTS--During April 2003, the Financial Accounting
Standards Board ("FASB") issued Statement of Accounting Standards ("SFAS") No.
149, "Amendment of Statement 133 on Derivative Instruments and Hedging
Activities," which amends and clarifies financial accounting and reporting for
certain derivative instruments. The Company does not anticipate the adoption of
this statement to have a material impact on its consolidated financial
statements, as it is not currently a party to derivative financial instruments
included in this standard.

During May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity," which
establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and equity. The
Company does not anticipate the adoption of this statement to have a material
impact on its consolidated financial statements, as it is not currently a party
to such instruments included in this standard.

RECLASSIFICATIONS--Certain amounts in the prior year financial statements have
been reclassified to conform to current year presentation.

STOCK-BASED COMPENSATION-- At June 30, 2003, the Company has a stock-based
employee compensation plan, which is described more fully in Note 5. The Company
accounts for this plan under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. No stock-based employee compensation cost is reflected in net
income, as all options granted under the plan had an exercise price equal to the
market value of the underlying common stock on the date of grant. The following
table illustrates the effect on net income and earnings per share if the Company
had applied the fair value recognition provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.

21

2. ADDAX ACQUISITION

On May 1, 2003, the Company acquired certain assets and assumed certain
liabilities of ADDAX Sound Company ("ADDAX"). The results of ADDAX's operations
have been included in the consolidated financial statements since that date.
ADDAX is a provider of hands-free communications devices, including proprietary
headsets and off-the-body communications systems. As a result of the
acquisition, the Company expects to increase its revenue in these markets.

The aggregate purchase price was $1,470,220, including $100 of cash, common
stock valued at $317,603, and liabilities assumed of $1,152,517. The value of
the 19,875 common shares issued was determined based on the average market price
of Koss' common shares over the 2-day period before and after the terms of the
acquisition were agreed to and announced.

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition.

Cash $ 8,748
Accounts receivable 374,300
Inventories 99,374
Equipment 88,696
Intangible assets 899,102
-----------
Total assets acquired 1,470,220
Total liabilities assumed (1,152,517)
-----------
Net assets acquired $ 317,703
===========

Of the $899,102 of acquired intangible assets, $710,291 was assigned to certain
technology patents. The remaining $188,811 of acquired intangible assets was
assigned to customer relationships. The patents and customer relationships have
useful lives of approximately 10 years.

Pro forma financial information relating to the ADDAX acquisition has not been
presented because the information would not be materially different from the
financial results reported herein.

3. 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, 2003, 2002, and 2001, were
3,671,585, 3,700,884, and 4,208,082, respectively. When dilutive, stock options
are included in earnings per share as share equivalents using the treasury stock
method. Common stock equivalents of 173,010, 222,699, and 242,400 related to
stock option grants were included in the computation of the weighted-average
number of shares outstanding for diluted earnings per share for the fiscal years
ended June 30, 2003, 2002, and 2001, respectively.

4. CREDIT FACILITY

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

22

the bank's prime rate, or LIBOR plus 1.75%. This credit facility includes
certain financial covenants, which 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, 2003 or
2002.

5. 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. Options generally vest
over a four year period, with a maximum term of five to ten years.

The following table identifies options granted, exercised, cancelled, or
available for exercise pursuant to the above mentioned Plan:

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 2003,
2002, and 2001 was $3.69, $4.91, and $5.31, 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 was $7.90. There were no
options granted in 2003 or 2002 for which the exercise price was less than the
market price on the date of grant. The weighted-average fair value at date of
grant for options whose exercise price was equal to the market price of the
stock on the grant date during 2003 and 2002 was $5.94 and $7.68, respectively.
There were no options granted in 2001 for which the exercise price was equal to
the market price on the date of grant. As of June 30, 2003, the weighted-average
remaining contractual life of all outstanding options approximates 5 years.

23

For the pro forma information disclosed in Note 1, 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:

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.

6. 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 sheets.

The provision for income taxes in 2003, 2002, and 2001 consists of the
following:

The 2003, 2002, and 2001 tax provision results in an effective rate different
than the federal statutory rate due to the following:

24

Temporary differences which give rise to deferred income tax assets and
liabilities at June 30 include:

7. INTANGIBLE ASSETS

Net intangible assets, acquired in 2003, of $884,117 are included in other
assets within the accompanying consolidated balance sheet. Amortization expense
related to such intangible assets was $14,985 in 2003. Amortization expense for
the next five years is expected to approximate $90,000 annually. The components
of net intangible assets at June 30, 2003 are as follows:

8. ACCRUED LIABILITIES

Accrued liabilities at June 30 consist of the following:

25

9. ADDITIONAL CASH FLOW INFORMATION

The net changes in cash as a result of changes in operating assets and
liabilities consist of the following:

10. 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 $49,000 in 2003, $74,000 in
2002, and $94,000 in 2001.

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 2003, 2002 and 2001,
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. Company contributions were approximately
$281,000, $211,000 and $217,000 during the years ended June 30, 2003, 2002, and
2001, respectively.

11. 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 $4,205,683 during 2003, $4,037,739 during
2002, and $3,575,201 during 2001.

Sales during 2003, 2002, and 2001 to the Company's five largest customers
represented approximately 50%, 47%, and 51% of the Company's net sales,
respectively. These customers generally are large, national retailers.

12. COMMITMENTS AND CONTINGENCIES

The Company leases its main plant and offices in Milwaukee, Wisconsin from its
Chairman. On May 28, 2003, the lease was renewed for a period of five years, and
is being accounted for as an operating lease. The lease extension maintained the
rent at a fixed rate of $380,000 per year. At anytime during this period the
Company

26

has the option to renew the lease for an additional five years for the period
commencing July 1, 2008 and ending June 30, 2013 under the same terms and
conditions. 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 $426,000 in
2003, $421,000 in 2002, and $424,000 in 2001.

13. SUPPLEMENTARY INFORMATION

Changes in the allowance for doubtful accounts for the years ended June 30,
2003, 2002, and 2001 are summarized as follows:

*Represents charges against the allowance, net of recoveries.

Advertising costs included within selling, general, and administrative expenses
in the accompanying statements of income were $97,000 in 2003, $50,000 in 2002,
and $0 in 2001. 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: 8/18/03
-------------------- -------
Michael J. Koss,
Vice Chairman
President
Chief Executive Officer
Chief Operating Officer and
Chief Financial Officer

By: /s/ Sujata Sachdeva Dated: 8/18/03
-------------------- -------
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: 8/18/03 Dated: 8/18/03
------- -------

/s/ Martin F. Stein /s/ John J. Stollenwerk
- ---------------------------- -----------------------------
Martin F. Stein, Director John J. Stollenwerk, Director
Dated: 8/18/03 Dated: 8/18/03
------- -------

/s/ Thomas L. Doerr /s/ Lawrence S. Mattson
- ---------------------------- -----------------------------
Thomas L. Doerr, Director Lawrence S. Mattson, Director
Dated: 8/18/03 Dated: 8/18/03
------- -------

The signatures of the above directors constitute a majority of the Board of
Directors of Koss Corporation.

29

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 Michael J. Koss
Vice Chairman, President
John C. Koss, Jr. C.E.O. C.O.O., C.F.O.
Vice President-Sales Koss Corporation

Sujata Sachdeva Lawrence S. Mattson
Vice President-Finance/Secretary Retired President
Oster Company
Jill McCurdy
Vice President-Product Development Martin F. Stein
Chairman
Lenore Lillie Eyecare One Inc.
Vice President-Operations
John J. Stollenwerk
Cheryl Mike President
Vice President-Human Allen-Edmonds Shoe Corporation
Resources/Customer Relations

Chris Gantz
Vice President - Communication Products

Declan Hanley
Vice President-International Sales

ANNUAL MEETING TRANSFER AGENT

September 23, 2003 -- 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 AUDITORS 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
General Counsel Attn: Barbara Bahr
Hughes & Luce, L.L.P. Shareholders Toll-free: 1-800-937-5449
Dallas, Texas

30

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.

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)

21 List of Subsidiaries of Koss Corporation ....................... (30)

23 Consent of PricewaterhouseCoopers LLP .......................... (31)

31 Certification of Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(a) or 15d-14(a) (31)

32 Certification of Chief Executive Officer and Chief Financial
Officer required by 18 U.S.C. Section 1350 (31)

(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)

(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) Incorporated by reference from Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2002
(Commission File No. 0-3295)

(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) Incorporated by reference from Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2002
(Commission File No. 0-3295)

(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)

(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) Filed herewith