8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2017

Koss Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-3295	39-1168275
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212

(Address of principal executive offices)  (Zip code)

(414) 964-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02     Results of Operations and Financial Condition.

On January 26, 2017, Koss Corporation issued a press release announcing its financial results for the quarter endedDecember 31, 2016.  A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information in this report is being furnished pursuant to Item 2.02 Results of Operations and Financial Condition.  In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Number	Description
Exhibit 99.1	Press release of Koss Corporation dated January 26, 2017.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

January 26, 2017	KOSS CORPORATION
	By:	/s/ Michael J. Koss
		Michael J. Koss
		Chairman and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	CONTACT:	Michael J. Koss
January 26, 2017		Chairman & CEO
		(414) 964-5000
		mjkoss@koss.com

Koss Corp Releases Second Quarter Earnings

Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity headphone company, has reported its second quarter results for the quarter ended December 31, 2016.

"It was a difficult quarter with softening of sales to Scandinavia and Asia as well as certain European markets. The declines were partially offset by strong sales in the export OEM business as well as improved sales in the U.S.," Michael J. Koss, Chairman and CEO, told employees here today. "Earnings were negatively impacted by this change in sales mix."

Sales for the second quarter were $6,687,797, which is a 7.5% decrease from sales of $7,229,341 for the same three month period one year ago. The three month net income was $140,112, compared to $386,632 for the second quarter last year. Diluted and basic income per common share for the quarter was $0.02 compared to income per common share of $0.05 for the three month period one year ago.

In the first six months, export OEM sales helped drive increased export sales overall despite the weakness in Scandinavia and Asia. Distributor sales in other countries such as Paraguay, Ukraine, Russia and Japan along with continued strength in the Czech Republic also contributed to the sales increase. Domestic sales were up due to strong sales to distributors and to on-line retail.

Sales for the six months ended December 31, 2016, increased by 2.2% to $13,036,503 compared with $12,760,603 for the same six month period a year ago. Six month net income was $224,323 compared to $285,828 for the same six months last year. Diluted and basic income per common share was $0.03 compared with $0.04 for the same six month period a year ago.

…

Koss Corporation markets a complete line of high-fidelity headphones, wireless Bluetooth® speakers, computer headsets, telecommunications headsets, active noise canceling headphones, wireless headphones, and compact disc recordings of American Symphony Orchestras on the Koss Classics® label.

This press release contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "may," "will," "should," "forecasts," "predicts," "potential," "continue," or the negative of such terms and other comparable terminology. These statements are based on currently available operating, financial and competitive information and are subject

Exhibit 99.1

to various risks and uncertainties. Actual events or results may differ materially. In evaluating forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements, such as general economic conditions, in particular, consumer demand for the Company's and its customers' products, competitive and technological developments, foreign currency fluctuations, and costs of operations. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances or new information. In addition, such uncertainties and other operational matters are discussed further in the Company's quarterly and annual filings with the Securities and Exchange Commission.

Exhibit 99.1

KOSS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended					Six Months Ended
	December 31					December 31
	2016			2015		2016		2015
Net sales	$	6,687,797		$	7,229,341	$	13,036,503	$	12,760,603
Cost of goods sold	4,481,086			4,566,518		8,887,533		8,451,445
Gross profit	2,206,711			2,662,823		4,148,970		4,309,158
Selling, general and administrative expenses	1,987,391			1,989,114		3,763,162		3,754,860
Unauthorized transaction related (recoveries) costs, net	(3,404		)	37,475		34,096		74,950
Interest expense	118			757		964		6,075
Income before income tax provision	222,606			635,477		350,748		473,273
Income tax provision	82,494			248,845		126,425		187,445
Net income	$	140,112		$	386,632	$	224,323	$	285,828
Income per common share:
Basic	$	0.02		$	0.05	$	0.03	$	0.04
Diluted	$	0.02		$	0.05	$	0.03	$	0.04