KOSS CORP — Interim / Quarterly Report 2008

Feb 14, 2008

10-Q 1 a08-5687_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)

*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
December 31, 2007 |
| --- | --- |
| | OR |
| o | 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 incorporation or organization)	(I.R.S. Employer Identification No.)

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).

YES o NO x

At February 7, 2008, there were 3,689,454 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

December 31, 2007

INDEX

PART I	FINANCIAL INFORMATION		Page
	Item 1	Financial
Statements
		Condensed Consolidated Balance Sheets December 31, 2007 (Unaudited) and June 30, 2007	3
		Condensed Consolidated Statements of Income (Unaudited) Three months and six months ended December 31, 2007 and 2006	4
		Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended December 31, 2007 and 2006	5
		Notes to Condensed Consolidated Financial Statements (Unaudited) December 31, 2007	6-8
	Item 2	Management’s
Discussion and Analysis of Financial Condition and Results of Operations	9-11
	Item 3	Quantitative
and Qualitative Disclosures About Market Risk	11
	Item 4	Controls and
Procedures	11
PART II	OTHER INFORMATION
	Item 1A	Risk Factors	12
	Item 2	Unregistered
Sales of Equity Securities and Use of Proceeds	12
	Item 4	Submission
of Matters to Vote of Security-holders	13
	Item 6	Exhibits	13

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*PART I*

*FINANCIAL INFORMATION*

*Item 1. Financial Statements.*

*KOSS CORPORATION AND SUBSIDIARIES*

*CONDENSED CONSOLIDATED BALANCE SHEETS*

	(Unaudited) — December 31, 2007	June 30, 2007
ASSETS
Current Assets:
Cash	$ 3,024,197	$ 4,187,682
Accounts Receivable	8,362,842	7,938,913
Inventories	10,140,604	9,923,544
Income taxes	1,628,031	1,528,782
Other current assets	889,877	291,251
Total current assets	24,045,551	23,870,172
Property and equipment, net	2,421,595	2,567,139
Deferred income taxes	423,928	423,928
Other assets	2,267,556	2,312,304
	$ 29,158,630	$ 29,173,543
LIABILITIES AND
STOCKHOLDERS’ INVESTMENT
Current liabilities:
Accounts payable	$ 2,895,629	$ 1,371,152
Accrued liabilities	2,471,752	2,282,155
Dividends payable	478,519	476,459
Total current liabilities	5,845,900	4,129,766
Deferred compensation	989,153	989,153
Derivative liability	125,000	125,000
Stockholders’ investment	22,198,577	23,929,624
	$ 29,158,630	$ 29,173,543

See accompanying notes to the condensed consolidated financial statements.

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*KOSS CORPORATION AND SUBSIDIARIES*

*CONDENSED CONSOLIDATED STATEMENTS OF INCOME*

*(Unaudited)*

Period Ended December 31	Three Months — 2007	2006	Six Months — 2007	2006
Net Sales	$ 12,099,397	$ 12,222,584	$ 24,737,003	$ 25,547,683
Cost of goods sold	7,775,022	7,812,019	15,620,648	15,541,574
Gross Profit	4,324,375	4,410,565	9,116,355	10,006,109
Selling general and
administrative expense	2,371,276	2,421,909	5,155,302	5,354,710
Income from operations	1,953,099	1,988,656	3,961,053	4,651,399
Other income (expense)
Royalty income	43,750	81,249	175,000	162,498
Interest income	46,751	34,611	97,191	67,149
Interest expense	0	0	0	0
Income before income tax
provision	2,043,600	2,104,516	4,233,244	4,881,046
Provision for income taxes	797,048	820,758	1,651,018	1,903,608
Net Income	$ 1,246,552	$ 1,283,758	$ 2,582,226	$ 2,977,438
Earnings per common share:
Basic	$ 0.34	$ 0.35	$ 0.70	$ 0.80
Diluted	$ 0.34	$ 0.34	$ 0.70	$ 0.79
Dividends per common share	$ 1.13	$ 0.13	$ 1.26	$ 0.26

See accompanying notes to the condensed consolidated financial statements.

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*KOSS CORPORATION AND SUBSIDIARIES*

*CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS*

*(Unaudited)*

Six Months Ended December 31,	2007		2006
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income	$ 2,582,226		$ 2,977,438
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization	562,192		566,164
Stock compensation expense	272,526		281,340
Net changes in operating assets and liabilities	368,672		(2,204,036	)
Net cash provided by operating activities	3,785,616		1,620,906
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of equipment	(363,302	)	(164,214	)
Net cash used in investing activities	(363,302	)	(164,214	)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Dividends paid	(4,634,875	)	(964,198	)
Purchase of common stock	(1,268,786	)	(1,490,322	)
Exercise of stock options	1,317,862		500,566
Net cash used in financing activities	(4,585,799	)	(1,953,954	)
Net decrease in cash	(1,163,485	)	(497,262	)
Cash at beginning of
period	4,187,682		4,839,303
Cash at end of period	$ 3,024,197		$ 4,342,041

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

(Unaudited)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The financial statements presented herein are based on interim amounts. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows at December 31, 2007 and for all periods presented have been made. All significant intercompany transactions have been eliminated. The income from operations for the quarter and six months ended December 31, 2007 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, 2007 Annual Report on Form 10-K.

1. 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 December 31, 2007 and 2006 were 3,674,516 and 3,690,760, respectively. For the six months ended December 31, 2007 and 2006, weighted average number of common shares outstanding were 3,672,664 and 3,700,348, respectively. When dilutive, stock options are included as share equivalents using the treasury stock method. Common stock equivalents of 19,677 and 78,172 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 December 31, 2007 and 2006, respectively. Common stock equivalents of 22,293 and 71,332 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 six months ended December 31, 2007 and 2006, respectively.

1. INCOME TAXES

We file income tax returns in the United States (Federal), Wisconsin (state) and various other state jurisdictions. We are not currently subject to income tax examinations in any of our significant tax jurisdictions. Tax years open to examination by tax authorities under the statute of limitations include fiscal 2006 through 2007 for Federal and fiscal 2003 through 2007 for most states jurisdictions.

We adopted the provisions for FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, on July 1, 2007. As a result of the implementation of FIN 48, we did not recognize a significant change in the liability for unrecognized tax benefits. The total liability for unrecognized tax benefits was approximately $60,000 as of July 1, 2007. The liability does not include an amount for accrued penalties. We recognize interest and penalties related to unrecognized tax benefits in the provision for income taxes. We do not expect a significant increase or decrease to the total amounts of unrecognized tax benefits within the next 12 months. There was no material change in the amount of unrecognized tax benefits during the first six months ended December 31, 2007.

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1. INVENTORIES

The classification of inventories is as follows:

| Raw materials and work in
process | December 31, 2007 — $ 4,013,368 | | June 30, 2007 — $ 3,119,659 | |
| --- | --- | --- | --- | --- |
| Finished goods | 7,386,190 | | 8,062,839 | |
| | 11,399,558 | | 11,182,498 | |
| LIFO reserve | (1,258,954 | ) | (1,258,954 | ) |
| | $ 10,140,604 | | $ 9,923,544 | |

1. STOCK PURCHASE AGREEMENT

The Company has an agreement with its Chairman, John C. Koss, to, at the request of the executor of the estate, repurchase Company common stock from his estate in the event of his death. The Company does not have the right to require the estate to sell stock to the Company. As such, this arrangement is accounted for as a written put option with the fair value of the put option recorded as a derivative liability. The fair value of the option at December 31, 2007 was $125,000. The repurchase price is 95% of the fair market value of the common stock on the date that notice, if the estate elects, to repurchase is provided to the Company. Under the agreement, the total number of shares to be repurchased will be sufficient to provide proceeds which are the lesser of $2,500,000 or the amount of estate taxes and administrative expenses incurred by the Chairman’s estate. The Company may elect to pay the purchase price in cash or may elect to pay cash equal to 25% of the total amount due and to execute a promissory note for the balance, payable over four years, at the prime rate of interest. The Company maintains a $1,150,000 life insurance policy to fund a substantial portion of this obligation. At December 31, 2007 and June 30, 2007, $125,000 has been classified as a derivative liability on the Company’s financial statements.

1. DIVIDENDS DECLARED

On November 6, 2007, the Company declared a special cash dividend of $1.00 per share for the stockholders of record on November 16, 2007, paid on December 17, 2007.

On December 13, 2007, the Company declared a quarterly cash dividend of $0.13 per share for the stockholders of record on December 31, 2007 to be paid January 15, 2008. Such dividend payable has been recorded at December 31, 2007.

1. STOCK-BASED COMPENSATION

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

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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 four or five years, with a maximum term of five to ten years.

We account for stock options and restricted stock issued under the plan in accordance with Statement of Accounting Standards (‘SFAS’) No. 123 (R), “Share Based Payments”. The fair value of each stock option grant was estimated as of the date of grant using the Black-Scholes pricing model. The resulting compensation cost for fixed awards with graded vesting schedules is amortized on a straight-line basis over the vesting period for the entire award. The fair value of each restricted stock grant was based on the market price of the underlying common stock as of the date of grant. The resulting compensation cost is amortized on a straight-line basis over the vesting period.

A summary of stock option activity under the plan for the six months ended December 31, 2007 is as follows:

| Balance, June 30,
2007 | Number of Shares (in thousands) — 585,662 | | Range of Exercise Price Per Share — $ 5.38-$28.80 | Average Exercise Price — $ 21.08 |
| --- | --- | --- | --- | --- |
| Granted | — | | — | — |
| Exercised | (78,658 | ) | $ 5.38-$17.38 | $ 16.75 |
| Forfeited | — | | — | — |
| Balance, December 31,
2007 | 507,004 | | $ 5.38-$28.80 | $ 21.75 |

The range of options as of December 31, 2007 is as follows:

	Number of Options Outstanding/Exercisable	Weighted Average Exercise Price Outstanding/Exercisable	Weighted Average Remaining Contractual Life (Years)
$ 5.38-$6.73	15,350
/ 15,350	$ 6.25
/ $6.26	2.0
$ 15.75-$19.47	149,654
/ 94,654	$ 17.79
/ $17.31	3.9
$ 21.42-$28.80	342,000
/ 152,500	$ 24.18
/ $24.13	3.7
	507,004
/ 262,504	$ 21.75
/ $20.62

As of December 31, 2007, there was approximately $1,087,000 of total unrecognized compensation cost related to stock options granted under the plan. The cost is expected to be recognized over a weighted average period of 2.3 years. Total unrecognized compensation cost will be adjusted for any future changes in estimated and actual forfeitures.

Total stock option compensation expense of approximately $272,000 and $281,000 was recognized in the six month periods ended December 31, 2007 and 2006, respectively.

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*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 six months ended December 31, 2007 amounted to $3,785,616. This was a result of net income for the period adjusted for changes in operating assets and current liabilities, which arose primarily out of increases in other current assets, accrued liabilities, and accounts payable.

Capital expenditures for new equipment (including production tooling) were $363,302 for the six months ended December 31, 2007. Capital expenditures for fiscal year 2008 are expected to be approximately $2.6 million. The Company expects to generate sufficient funds through operations to fund these expenditures.

Stockholders’ investment decreased to $22,198,577 at December 31, 2007, from $23,929,624 at June 30, 2007. The net decrease reflects net income and exercise of stock options offset by the effect of the purchase and retirement of common stock and dividends declared.

The Company amended its existing credit facility in November 2007, extending the maturity date of the unsecured line of credit to November 1, 2008. 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 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 December 31, 2007 or June 30, 2007. The Company did not utilize the credit facility during the quarter or six months ended December 31, 2007.

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 recent increase was for an additional $2,000,000 in October 2006, for a maximum of $45,500,000. 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 December 31, 2007, the Company purchased 12,020 shares of its common stock at an average net price of $19.10 per share, for a total net purchase price of $229,582. For the six months ended December 31, 2007, the Company purchased 62,812 shares of its common stock at an average net price of $20.20 per share, for a total net purchase price of $1,268,786.

From the commencement of the Company’s stock repurchase program through December 31, 2007, the Company has purchased a total of 5,469,190 shares for a total gross purchase price of $52,710,627 (representing an average gross purchase price of $9.64 per share) and a total net purchase price of $41,886,884 (representing an average net purchase price of $7.66 per share). The difference between the total gross purchase price and the total net purchase price is the result of the Company receiving from employees cash acquired from 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 by the Company for all stock purchases, as authorized by the Board of Directors.

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The Company also has an Employee Stock Ownership Plan and Trust (“ESOP”) pursuant to which shares of the Company’s common stock are purchased by the ESOP for allocation to the accounts of ESOP participants. There were no ESOP purchases of the Company’s common stock for the six months ended December 31, 2007.

Results of Operations

Net sales for the second quarter ended December 31, 2007 declined by 1% to $12,099,397 from $12,222,584 for the same period in 2006. Net sales for the six months ended December 31, 2007 declined by 3% to $24,797,003 from $25,547,683 for the same period in 2006. The decrease was primarily due to a slow down in domestic mass market sales, a decline in sales to superstores and a slow down in the automotive industry this year which reduced demand for the Company’s rear seat entertainment products.

Gross profit as a percent of net sales was 36% for the quarter ended December 31, 2007 compared to 36% for the same period in the prior year. For the six months ended December 31, 2007 the gross profit percentage was 37% compared to 39% for the same period in the prior year. The decrease in gross profit for the six months ended December 31, 2007 was primarily due to a less profitable model mix sold in that period and extra costs incurred related to engineering expenses.

Selling, general and administrative expenses for the quarter ended December 31, 2007 were $2,371,276 or 20% of net sales, compared to $2,421,909 or 20% of net sales for the same period in 2006. For the six month period ended December 31, 2007, these expenses were $5,155,302 or 21% of net sales, compared to $5,354,710 or 21% of net sales, for the same period in 2006.

For the quarter ended December 31, 2007, income from operations was $1,953,099 compared to $1,988,656 for the same period in the prior year. Income from operations for the six months ended December 31, 2007 was $3,961,053 compared to $4,651,399 for the same period in 2006, a 15% decrease. Income from operations decreased primarily as a result of decreased net sales for the quarter and six months ended December 31, 2007.

For the quarter ended December 31, 2007, net income decreased 2% to $1,246,552 from $1,283,758 for the same period in 2006. Net income for the six months ended December 31, 2007, decreased 13% from $2,977,438 in 2006 to $2,582,226 in 2007. Net income decreased primarily as a result of decreased net sales for the quarter and six months ended December 31, 2007.

Royalty income for the quarter ended December 31, 2007 was $43,750 compared to $81,249 for the quarter ended December 31, 2006. For the six month period ended December 31, 2007, royalty income was $175,000 compared to $162,498 for the period ended December 31, 2006.

Interest income for the quarter was $46,751 compared to $34,611 for the same quarter in 2006. For the six month period ended December 31, 2007, interest income was $97,191, compared to $67,149 for the same period in the prior year. Interest income fluctuates in relation to cash balances on hand throughout the year and fluctuations in interest rates earned.

The provision for income taxes for the quarter ended December 31, 2007, was $797,048 compared to $820,758 for the same period last year. For the six months ended December 31, 2007, the provision for income taxes was $1,651,018 compared with $1,903,608 for the same period last year. The effective tax rate was 39% for each of the quarters.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

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Recently Issued Financial Accounting Pronouncements

Effective July 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FASB Interpretation No. 48”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” by prescribing the minimum recognition threshold and measurement attribute a tax position taken or expected to be taken on a tax return is required to meet before being recognized in the financial statements. As a result of the implementation of FASB Interpretation No. 48, the Company was not required to record any reduction in equity employed in the business at July 1, 2007 to recognize the cumulative effect of the adoption of 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 as disclosed in the “Financial Condition, Liquidity and Capital Resources” section of the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” above.

*Item 4. Controls and Procedures.*

(a) Evaluation of Disclosure Controls and Procedures . The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer/Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report, has concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b) Changes in Internal Controls . The Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

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*PART II*

*OTHER INFORMATION*

*Item 1A Risk Factors*

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in our Annual Report on Form 10-K for the year ended June 30, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risk and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

*Item 2 Unregistered Sales of Equity Securities and Use of Proceeds*

The following table presents information with respect to purchases of common stock of the Company made during the quarter ended December 31, 2007, by the Company.

*COMPANY REPURCHASES OF EQUITY SECURITIES*

| Period (2007) | Total # of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced
Plan (1) | Approximate Dollar Value of Shares Available under Repurchase Plan |
| --- | --- | --- | --- | --- |
| October 1 —
October 31 | 12,020 | $ 19.10 | 12,020 | $ 2,184,133 |
| November 1 — November 30 | 0 | $ 0.00 | 0 | $ 2,184,133 |
| December 1 —
December 31 | 0 | $ 0.00 | 0 | $ 2,184,133 |

(1) 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 recent increase was for an additional $2,000,000 in October 2006, for a maximum of $45,500,000 of which $43,315,867 had been expended through December 31, 2007.

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*Item 4 Submission of Matters to Vote of Security-Holders*

(a) On October 10, 2007 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 3,669,569 shares of common stock eligible to vote at the Annual Meeting, of which 3,513,101 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 — For	Withheld	Broker — Non-Votes
Nominees for 1-year terms ending in 2008:
John C. Koss	3,483,348	29,753	0
Thomas L. Doerr	3,483,393	29,708	0
Michael J. Koss	3,482,734	30,367	0
Lawrence S. Mattson	3,482,213	30,888	0
Theodore H. Nixon	3,483,752	29,349	0
John J. Stollenwerk	3,480,979	32,122	0

	Number of Votes — For	Against	Abstain	Broker — Non-Votes
Appointment of Grant
Thornton LLP as independent auditors for the year ending June 30, 2008	3,491,387	3,408	18,305	0

*Item 6 Exhibits*

See Exhibit Index attached hereto.

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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,” “forecasts” 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.

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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.

| Date:
February 14, 2008 | /s/
Michael J. Koss |
| --- | --- |
| | Michael
J. Koss |
| | Vice
Chairman, President, |
| | Chief
Executive Officer, |
| | Chief
Financial Officer |
| Date:
February 14, 2008 | /s/Sue
Sachdeva |
| | Sue
Sachdeva |
| | Vice
President—Finance, |
| | Secretary |

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*EXHIBIT INDEX*

Exhibit No.	Exhibit Description
3.1	Certificate
of Incorporation of Koss Corporation.
Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K
for the year ended June 30, 1996 and incorporated herein by reference.
3.2	By-Laws
of Koss Corporation, as in effect on September 25, 1996. Filed as Exhibit 3.2 to the Company’s
Annual Report on Form 10-K for the year ended June 30, 1996 and
incorporated herein by reference.
10.1	Death
Benefit Agreement with John C. Koss. Filed as Exhibit 10.4 to the Company’s
Annual Report on Form 10-K for the year ended June 30, 1996 and
incorporated herein by reference.
10.2	Stock
Purchase Agreement with John C. Koss.
Filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K
for the year ended June 30, 1996 and incorporated herein by reference.
10.3	Salary
Continuation Resolution for John C . Koss.
Filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K
for the year ended June 30, 1996 and incorporated herein by reference.
10.4	1983
Incentive Stock Option Plan. Filed as Exhibit 10.7
to the Company’s Annual Report on Form 10-K for the year ended June 30,
1996 and incorporated herein by reference.
10.5	Assignment
of Lease to John C. Koss. Filed as Exhibit 10.7
to the Company’s Annual Report on Form 10-K for the year ended June 30,
1988 and incorporated herein by reference.
10.6	Addendum
to Lease. Filed as Exhibit 10.8
to the Company’s Annual Report on Form 10-K for the year ended June 30,
1988 and incorporated herein by reference.
10.7	Amendment
to Lease. Filed as Exhibit 10.22
to the Company’s Annual Report on Form 10-K for the year ended June 30,
2000 and incorporated herein by reference.
10.8	Partial
Assignment, Termination and Modification of Lease. Filed as Exhibit 10.25 to the
Company’s Annual Report on Form 10-K for the year ended June 30,
2001 and incorporated herein by reference.
10.9	Restated
Lease. Filed as Exhibit 10.26 to
the Company’s Annual Report on Form 10-K for the year ended June 30,
2001 and incorporated herein by reference.
10.10	1990
Flexible Incentive Plan. Filed as Exhibit 25
to the Company’s Annual Report on Form 10-K for the year ended June 30,
1990 and incorporated herein by reference.
10.11	Consent
of Directors (Supplemental Executive Retirement Plan for Michael J. Koss
dated March 7, 1997). Filed as Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
1997 and incorporated herein by reference.

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| 10.12 | Loan Agreement, effective as of February 17, 1995. Filed as Exhibit 10 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995
and incorporated herein by reference. |
| --- | --- |
| 10.13 | Amendment
to Loan Agreement dated June 15, 1995, effective as of February 17,
1995. Filed as Exhibit 10.13 to
the Company’s Annual Report on Form 10-K for the year ended June 30,
1995 and incorporated herein by reference. |
| 10.14 | Amendment
to Loan Agreement dated April 29, 1999.
Filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K
for the year ended June 30, 1999 and incorporated herein by reference. |
| 10.15 | Amendment
to Loan Agreement dated December 15, 1999. Filed as Exhibit 10.15 to the Company’s
Annual Report on Form 10-K for the year ended June 30, 2000 and
incorporated herein by reference. |
| 10.16 | Amendment
to Loan Agreement dated October 10, 2001. Filed as Exhibit 10.16 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended December 31,
2001 and incorporated herein by reference. |
| 10.17 | License
Agreement dated June 30, 1998 between Koss Corporation and Logitech
Electronics Inc. (including Addendum to License Agreement dated June 30,
1998). Filed as Exhibit 10.18 to
the Company’s Annual Report on Form 10-K for the year ended June 30,
1998 and incorporated herein by reference. |
| 10.18 | Amendment
and Extension Agreement between Koss Corporation and Logitech Electronics
Inc. dated May 1, 2001. Filed as Exhibit 10.3
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2001 and incorporated herein by reference. |
| 10.19 | License
Agreement dated June 30, 2003 between Koss Corporation and Sonigem
Products, Inc. Filed as Exhibit 10.19
to the Company’s Annual Report on Form 10-K for the year ended June 30,
2005 and incorporated herein by reference. |
| 10.20 | Amendment
to License Agreement dated August 1, 2005, between Koss Corporation and
Sonigem Products, Inc. Filed as Exhibit 10.20
to the Company’s Annual Report on Form 10-K for the year ended June 30,
2005 and incorporated herein by reference. |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification
of Chief Executive Officer/Chief Financial Officer * |
| 32.1 | Section 1350
Certification of Chief Executive Officer/Chief Financial Officer ** |

| * | Filed
herewith |
| --- | --- |
| ** | Furnished
herewith |

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