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 28, 2021

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	KOSS	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02     Results of Operations and Financial Condition.

On January 28, 2021, Koss Corporation issued a press release announcing its financial results for the quarter ended December 31, 2020.  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 28, 2021

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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 28, 2021	KOSS CORPORATION
	By:	/s/ Michael J. Koss
		Michael J. Koss
		Chairman and Chief Executive Officer

EX-99.1

FOR IMMEDIATE RELEASE	CONTACT:	Michael J. Koss
January 28, 2021		Chairman & CEO
		(414) 964-5000
		mjkoss@koss.com

Koss Corp. Releases Second Quarter Results

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, 2020.

Sales for the second quarter were $4,929,789, which is an18.4% increase from sales of $4,162,659 for the same three month period one year ago. The three month net income was $508,890, compared to a net loss of $215,713 for the second quarter last year. Diluted and basic income per common share for the quarter was $0.07 compared to a loss per common share of $0.03 for the same three month period one year ago.

Sales for the six months ended December 31, 2020, increased 5.9% from $9,573,421 in the same period last year to$10,138,084 in the current year. The six month net income was $635,819 compared to a  net loss of$526,462 for the same period last year. Diluted and basic income per common share was$0.09 for the six months ended December 31, 2020 compared to a loss per common share of$0.07 for the same six month period one year ago.

"The increase in net sales for the quarter and first six months has been across several markets with US distributors, European distributors and domestic direct to consumer sales leading the way," Michael J. Koss, Chairman and CEO, said today. "We continue to see sales driven by people studying and working from home.  Sales through domestic retail were down for the quarter and year-to-date periods."

"The shift in sales by market drove more favorable gross margin with it increasing from28.3% last year to 32.1% in the first six months," Koss explained. "The PPP loan for $506,700 through the SBA was forgiven in the current quarter and recorded as other income."

…

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 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.

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KOSS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended				Six Months Ended
	December 31				December 31
	2020		2019		2020		2019
Net sales	$	4,929,789	$	4,162,659	$	10,138,084	$	9,573,421
Cost of goods sold		3,311,892		2,798,572		6,883,960		6,861,880
Gross profit		1,617,897		1,364,087		3,254,124		2,711,541
Selling, general and administrative expenses		1,615,824		1,586,705		3,121,595		3,251,305
Income (loss) from operations		2,073		(222,618)		132,529		(539,764)
Other income		506,700		—		506,700		—
Interest income		2,660		6,927		609		13,324
Income (loss) before income tax provision		511,433		(215,691)		639,838		(526,440)
Income tax provision		2,543		22		4,019		22
Net income (loss)	$	508,890	$	(215,713)	$	635,819	$	(526,462)
Income (loss) per common share:
Basic	$	0.07	$	(0.03)	$	0.09	$	(0.07)
Diluted	$	0.07	$	(0.03)	$	0.09	$	(0.07)
Weighted-average number of shares:
Basic		7,405,758		7,404,831		7,405,295		7,404,831
Diluted		7,453,450		7,404,831		7,424,239		7,404,831

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