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): August 19, 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 August 19, 2021, Koss Corporation issued a press release announcing its financial results for the quarter ended June 30, 2021.  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 August 19, 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.

August 19, 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
August 19, 2021		Chairman & CEO
		(414) 964-5000
		mjkoss@koss.com

Koss Corporation Q4 Net Sales Jump 37%, Closing Fiscal Year with a 7% Gain

Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high-fidelity headphone company, has reported its results for the fourth quarter ended June 30, 2021.

Sales for the fourth quarter were $5,420,471, which is a 37.3% increase from sales of $3,948,968 for the same three month period one year ago. The three month net income was $331,943, compared to net income of $158,238 for the fourth quarter last year. Basic income per common share for the quarter was $0.04 compared to basic income per common share of $0.02 for the three month period one year ago.  Diluted income per common share for the quarter was $0.03 compared to diluted income per common share of $0.02 for the three month period one year ago.

"This year we saw solid improvements across a number of distinct channels.  Export markets,  US based distributors, and our own Direct to Consumer business increased significantly,” Michael J. Koss Chairman and CEO said today.  "Setbacks occurred domestically at traditional brick and mortar locations."  Koss went on to explain that the distribution shift had also helped to create a more favorable model mix.

Sales for the year ended June 30, 2021 increased 6.7% from $18,311,830 in the same period last year to $19,546,008 in the current year. The net income for the fiscal year ended June 30, 2021, was $493,594compared to net loss of $465,597 for the same period last year. Basic income per common share for the year was $0.06 compared to basic loss per common share of $0.06 last year.  Diluted income per common share for the year was $0.05 compared to diluted loss per common share of $0.06 for the same period last year.

"We dialed in the right channels and products for 2021.  Our gross margins increased by over a million dollars for the twelve months on a net sales increase of $1.2 million," Koss said. 

Koss added concerns about recent increased freight rates and delays.  "It is clear that we are in a worldwide demand surge with a shortage of supply.  If the premium rates we have experienced in July continue beyond February, it is conceivable that the increased expenses of freight will consume most of next year's expected net income.  Despite this potential impact, the company believes it will still produce positive cash flow in 2022."

…

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

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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				Twelve Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Net sales	$	5,420,471	$	3,948,968	$	19,546,008	$	18,311,830
Cost of goods sold		3,360,013		2,587,678		12,813,873		12,649,222
Gross profit		2,060,458		1,361,290		6,732,135		5,662,608
Selling, general and administrative expenses		1,729,416		1,207,667		7,122,627		6,146,650
Income (loss) from operations		331,042		153,623		(390,492)		(484,042)
Other income		-		-		885,505		-
Interest income		958		230		2,706		20,185
Income (loss) before income tax provision		332,000		153,853		497,719		(463,857)
Income tax provision (benefit)		57		(4,385)		4,125		1,740
Net income (loss)	$	331,943	$	158,238	$	493,594	$	(465,597)
Income (loss) per common share:
Basic	$	0.04	$	0.02	$	0.06	$	(0.06)
Diluted	$	0.03	$	0.02	$	0.05	$	(0.06)
Weighted-average number of shares:
Basic		8,560,123		7,404,831		7,864,688		7,404,831
Diluted		10,102,376		7,404,831		9,639,273		7,404,831

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