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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended September 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
- ------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
A DELAWARE CORPORATION 39-1168275
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 964-5000
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
At September 30, 2003, there were 3,767,929 shares outstanding of the
registrant's common stock, $0.005 par value per share.
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KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q
September 30, 2003
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
September 30, 2003 and June 30, 2003 3
Condensed Consolidated Statements
of Income (Unaudited)
Three months ended September 30, 2003 and 2002 4
Condensed Consolidated Statements of Cash
Flows (Unaudited)
Three months ended September 30, 2003 and 2002 5
Notes to Condensed Consolidated Financial
Statements (Unaudited) September 30, 2003 6-7
Item 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Item 3 Quantitative and Qualitative Disclosures
About Market Risk 9
Item 4 Controls and Procedures 10
PART II OTHER INFORMATION
Item 4 Submission of Matters to a Vote of Security-Holders 11
Item 6 Exhibits and Reports on Form 8-K 11
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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
KOSS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, 2003 June 30, 2003
------------------ -------------
ASSETS
Current assets:
Cash $ 1,546,931 $ 1,557,104
Accounts receivable 8,886,277 8,695,553
Inventories 8,316,576 7,333,772
Other current assets 1,346,675 1,240,383
- ---------------------------------------------------------------------------------------------------
Total current assets 20,096,459 18,826,812
Property and equipment, net 1,803,100 1,923,817
Other assets 2,449,528 2,472,006
- ---------------------------------------------------------------------------------------------------
$24,349,087 $23,222,635
===================================================================================================
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable $ 3,442,011 $ 2,793,550
Accrued liabilities 1,419,124 1,499,043
Income taxes payable 660,534 68,462
Dividends payable 492,431 488,856
- ---------------------------------------------------------------------------------------------------
Total current liabilities 6,014,100 4,849,911
Deferred compensation 631,855 631,855
Other liabilities 437,354 437,354
Contingently redeemable equity interest 1,490,000 1,490,000
Stockholders' investment 15,775,778 15,813,515
- ---------------------------------------------------------------------------------------------------
$24,349,087 $23,222,635
===================================================================================================
See accompanying notes.
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KOSS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended September 30, 2003 2002
- --------------------------------------------------------------------
Net sales $ 9,164,691 $ 8,954,978
Cost of goods sold 5,667,046 5,424,221
- --------------------------------------------------------------------
Gross profit 3,497,645 3,530,757
Selling, general and
administrative expense 2,029,734 1,880,652
- --------------------------------------------------------------------
Income from operations 1,467,911 1,650,105
Other income (expense):
Royalty income 190,325 163,961
Interest income 4,420 4,279
Interest expense -- (11,290)
- --------------------------------------------------------------------
Income before income tax provision 1,662,656 1,807,055
Provision for income taxes 642,152 706,277
- --------------------------------------------------------------------
Net income $ 1,020,504 $ 1,100,778
====================================================================
Earnings per common share:
Basic $ 0.27 $ 0.30
Diluted $ 0.26 $ 0.29
====================================================================
Dividends per common share $ 0.13 $ 0.13
====================================================================
See accompanying notes.
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KOSS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended September 30, 2003 2002
- --------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 1,020,504 $ 1,100,778
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortization 175,333 150,069
Deferred compensation -- (26,436)
Net changes in operating assets and
liabilities (111,161) 18,020
- --------------------------------------------------------------------------------------------------
Net cash provided by operating
activities 1,084,676 1,242,431
- --------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of equipment (37,681) (106,993)
- --------------------------------------------------------------------------------------------------
Net cash used in investing activities (37,681) (106,993)
- --------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (488,856) (440,466)
Purchase of common stock (877,500) --
Exercise of stock options 309,188 --
- --------------------------------------------------------------------------------------------------
Net cash used in financing
activities (1,057,168) (440,466)
- --------------------------------------------------------------------------------------------------
Net (decrease) increase in cash (10,173) 694,972
Cash at beginning of period 1,557,104 1,052,364
- --------------------------------------------------------------------------------------------------
Cash at end of period $ 1,546,931 $ 1,747,336
==================================================================================================
See accompanying notes.
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KOSS CORPORATION AND SUBSIDIARIES
September 30, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The financial statements presented herein are based on interim amounts.
In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the financial
position, results of operations and cash flows at September 30, 2003
and for all periods presented have been made. The income from
operations for the quarter ended September 30, 2003 is not necessarily
indicative of the operating results for the full year.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed
or omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and
notes thereto included in the Registrant's June 30, 2003, Annual Report
on Form 10-K.
2. EARNINGS PER COMMON SHARE
Basic earnings per common share are computed based on the weighted
average number of common shares outstanding. The weighted average
number of common shares outstanding for the quarters ending September
30, 2003 and 2002 were 3,766,093 and 3,855,625, respectively. When
dilutive, stock options are included as share equivalents using the
treasury stock method. Common stock equivalents of 139,928 and 185,071
related to stock option grants were included in the computation of the
average number of shares outstanding for diluted earnings per common
share for the quarters ended September 30, 2003 and 2002, respectively.
3. INVENTORIES
The classification of inventories is as follows:
September 30, 2003 June 30, 2003
- ------------------------------------------------------------------------------------
Raw materials and
work in process $ 3,019,598 $ 3,039,272
Finished goods 6,306,564 5,304,086
- -----------------------------------------------------------------------------------
9,326,162 8,343,358
LIFO reserve (1,009,586) (1,009,586)
- -----------------------------------------------------------------------------------
$ 8,316,576 $ 7,333,772
===================================================================================
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4. STOCK PURCHASE AGREEMENT
The Company has an agreement with its Chairman to repurchase Company
common stock from his estate in the event of his death. The repurchase
price is 95% of the fair market value of the common stock on the date
that notice to repurchase is provided to the Company. The total number
of shares to be repurchased shall be sufficient to provide proceeds
which are the lesser of $2,500,000 or the amount of estate taxes and
administrative expenses incurred by his estate. The Company is
obligated to pay in cash 25% of the total amount due and to execute a
promissory note at the 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. At September 30, 2003 and June
30, 2003, $1,490,000 has been classified as a Contingently Redeemable
Equity Interest reflecting the estimated obligation in the event of
execution of the agreement.
5. 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.
6. DIVIDENDS DECLARED
On September 29, 2003, the Company declared a quarterly cash dividend
of $0.13 per share for stockholders of record on September 30, 2003 to
be paid October 15, 2003. Such dividend payable has been recorded at
September 30, 2003.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Financial Condition, Liquidity and Capital Resources
Cash provided by operating activities during the three months ended September
30, 2003 amounted to $1,084,676. This was a result of net income for the period
adjusted for changes in operating assets and liabilities, primarily related to
increases in accounts receivable, inventories, accounts payable and income taxes
payable.
Capital expenditures for new equipment (including production tooling) were
$37,681 for the quarter. Budgeted capital expenditures for fiscal year 2004 are
$1,573,000. The Company expects to generate sufficient funds through operations
to fund these expenditures.
Stockholders' investment decreased to $15,775,778 at September 30, 2003, from
$15,813,515 at June 30, 2003. The decrease reflects the effect of the exercise
of stock options, purchase and retirement of common stock, offset by net income
and dividends declared.
7 of 17
The Company amended its existing credit facility in October 2003, extending the
maturity date of the unsecured line of credit to November 1, 2004. This credit
facility provides for borrowings up to a maximum of $10,000,000. The Company can
use this credit facility for working capital purposes or for the purchase of its
own common stock pursuant to the Company's common stock repurchase program.
Borrowings under this credit facility bear interest at the bank's prime rate, or
LIBOR plus 1.75%. This 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 September 30, 2003 or June 30, 2003.
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 have approved increases in the stock repurchase program. The most
recent increase was for an additional $2,000,000 in January 2003, for a 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 quarter ended September 30, 2003, the Company purchased 45,000 shares of
its common stock at a net price of $13.59 per share, for a total net purchase
price of $611,325.
From the commencement of the Company's stock repurchase program through
September 30, 2003, the Company has purchased a total of 4,969,180 shares for a
total gross purchase price of $40,655,545, (representing an average gross
purchase price of $8.18 per share) and a total net purchase price of $36,030,060
(representing an average net purchase price of $7.25 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.
The Company also has an Employee Stock Ownership Plan and Trust ("ESOP")
pursuant to which shares of the Company's stock are purchased by the ESOP for
allocation to the accounts of ESOP participants. For the quarter ended September
30, 2003, the ESOP purchased 3,633 shares of the Company's stock.
Results of Operations
Net sales for the first quarter ended September 30, 2003 were $9,164,691
compared with $8,954,978 for the same period in 2002, an increase of $209,713.
The increase is primarily due to the contribution to sales by the acquired
Addax, now renamed BiAudio.
Gross profit as a percent of net sales decreased to 38% for the quarter ended
September 30, 2003 compared with 39% in the prior year, as a result of a lower
rate of overhead absorption.
Selling, general and administrative expenses for the quarter ended September 30,
2003 were $2,029,734 or 22% of net sales, compared to $1,880,652 or 21% of net
sales for the same period in 2002. This was due to the Company experiencing
higher sales commission for the quarter.
For the first quarter ended September 30, 2003, income from operations was
$1,467,911 versus $1,650,105 for the same period in the prior year.
8 of 17
Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. 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.
The Company has a License Agreement with Jiangsu Electronics Industries Limited,
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
Electronics has agreed to meet certain minimum royalty amounts each year. The
products covered by this License Agreement include various consumer electronics
products.
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.
Royalty income for the quarter ended September 30, 2003 was $190,325, compared
to $163,961 for the quarter ended September 30, 2002.
Interest income for the quarter was $4,420 as compared to $4,279 for the same
quarter in 2002.
The provision for income taxes was $642,152 and $706,277 for the quarter ended
September 30, 2003 and 2002, respectively. The effective tax rate was 39% for
each quarter.
On September 29, 2003, the Company declared a quarterly cash dividend of $0.13
per share payable on October 15, 2003 to stockholders of record on September 30,
2003, which is recorded as dividends payable.
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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
In management's opinion, the Company does not engage in any material risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Company's commercial credit facility used for working capital
purposes and stock repurchases.
9 of 17
ITEM 4. CONTROLS AND PROCEDURES.
The Company's management, including the Chief Executive Officer/Chief Financial
Officer, evaluated the Company's disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14(c) and 15d-14(c)) within 90 days of the filing of
this report and concluded that the Company's disclosure controls and procedures
were effective. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses subsequent to the date of their evaluation. Management,
including the Chief Executive Officer/Chief Financial Officer, periodically
reviews the Company's internal controls for effectiveness and plans to conduct
quarterly evaluations of its disclosure controls and procedures.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (the "Act")
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Additional written or oral forward-looking statements may
be made by the Company from time to time in filings with the Securities Exchange
Commission, press releases, or otherwise. Statements contained in this Form 10-Q
that are not historical facts are forward-looking statements made pursuant to
the safe harbor provisions of the Act. Forward-looking statements may include,
but are not limited to, projections of revenue, income or loss and capital
expenditures, statements regarding future operations, anticipated financing
needs, compliance with financial covenants in loan agreements, plans for
acquisitions or sales of assets or businesses, plans relating to products or
services of the Company, assessments of materiality, predictions of future
events, the effects of pending and possible litigation, and assumptions relating
to the foregoing. In addition, when used in this Form 10-Q, the words
"anticipates," "believes," "estimates," "expects," "intends," "plans" and
variations thereof and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-Q, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form 10-Q,
other factors that could contribute to or cause such differences include, but
are not limited to, developments in any one or more of the following areas:
future fluctuations in economic conditions, the receptivity of consumers to new
consumer electronics technologies, the rate and consumer acceptance of new
product introductions, competition, pricing, the number and nature of customers
and their product orders, production by third party vendors, foreign
manufacturing, sourcing and sales (including foreign government regulation,
trade and importation concerns), borrowing costs, changes in tax rates, pending
or threatened litigation and investigations, and other risk factors which may be
detailed from time to time in the Company's Securities and Exchange Commission
filings.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of unexpected
events.
10 of 17
PART II
OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY-HOLDERS
(a) On September 23, 2003 an Annual Meeting of Stockholders was held.
(b) Proxies for the election of directors were solicited pursuant to
Regulation 14. There was no solicitation in opposition to
management's nominees, and all such nominees were elected.
(c) There were 3,760,429 shares of common stock eligible to vote at the
Annual Meeting, of which 3,573,092 shares were present at the
Annual Meeting in person or by proxy, which constituted a quorum.
The following is a summary of the results of the voting:
Number of Votes Broker
-------------------- ---------
For Withheld Non-Votes
--------- -------- ---------
Nominees for 1-year
terms ending in 2004:
John C. Koss 3,565,192 7,900 0
Thomas L. Doerr 3,564,984 8,108 0
Michael J. Koss 3,565,174 7,918 0
Lawrence S. Mattson 3,564,884 8,208 0
Martin F. Stein 3,564,884 8,208 0
John J. Stollenwerk 3,564,884 8,208 0
Number of Votes Broker
------------------- --------------------
For Against Abstain Non-Votes
--------- ------- ------- ---------
Appointment of
PricewaterhouseCoopers LLP
as independent auditors
for the year ended
June 30, 2004 3,566,783 5,709 600 0
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Filed
See Exhibit Index attached hereto.
(b) Reports on Form 8-K
On October 8, 2003, the Company filed a Current Report on Form
8-K to report a press release. The matter was reported under
Items 7, 9 and 12 of Form 8-K.
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
KOSS CORPORATION
Date: November 7, 2003 /s/ Michael J. Koss
-------------------------
Michael J. Koss
Vice Chairman, President,
Chief Executive Officer,
Chief Financial Officer
Date: November 7, 2003 /s/ Sue Sachdeva
-----------------------
Sue Sachdeva
Vice President--Finance
Secretary
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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)
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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 between Koss
Corporation and Jiangsu Electronics Industries Limited dated
as of May 29, 1998........................................... (20)
10.21 Fifth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited dated
March 30, 2001............................................... (21)
10.22 Sixth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited dated
August 15, 2001.............................................. (22)
10.23 Seventh Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited dated
December 28, 2001............................................ (23)
10.24 Eighth Amendment to License Agreement between
Koss Corporation and Jiangsu Electronics Industries
Limited 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 Amendment and Extension Agreement between Koss
Corporation and Logitech Electronics Inc. dated May 1, 2001.. (26)
10.27 Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated
March 7, 1997)............................................... (27)
10.28 Amendment to Lease........................................... (28)
10.29 Partial Assignment, Termination and Modification of
Lease........................................................ (29)
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10.30 Restated Lease.................................................. (30)
31.1 Certification pursuant to Rule 13a-14(a) under the Securities (Filed herewith
and
Exchange Act of 1934............................................ attached hereto)
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted (Furnished
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ...... herewith and
attached hereto)
(1) Incorporated by reference from Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the year ended June 30, 1996 (Commission File
No. 0-3295)
(2) Incorporated by reference from Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended June 30, 1996 (Commission File
No. 0-3295)
(3) Incorporated by reference from Exhibit 10.1 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)
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(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 Quarterly
Report on Form 10-Q for the quarter ended December 31, 2001 (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 Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (Commission
File No. 0-3295)
(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)
16 of 17
(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 10.3 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (Commission
File No. 0-3295)
(27) 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)
(28) 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)
(29) 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)
(30) 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)
17 of 17