UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-K
 
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 20132014
 
OR
 
oTRANSITION 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)
 
Delaware 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
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class Name of Each Exchange on Which Registered
Common Stock $0.005 par value per share The Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No ý
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No ý
 
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 ý  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o
 

1



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  o
 
Accelerated filer  o
Non-accelerated filer  o
 
Smaller reporting company  x
(Do not check if a smaller reporting company)  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý
 
The aggregate market value of the common stock held by nonaffiliates of the registrant as of December 31, 20122013 was approximately $12,824,62513,728,925 (based on the $4.755.10 per share closing price of the Company’s common stock as reported on the NASDAQ Stock Market on December 30, 2012)31, 2013).
 
On August 23, 2013,18, 2014, there were 7,382,706 shares outstanding of votingthe registrant’s common stock were outstanding.stock.
 
Documents Incorporated by Reference
 
Part III of this Form 10-K incorporates by reference information from Koss Corporation’s Proxy Statement for its 20132014 Annual Meeting of Stockholders filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K.

 

2




KOSS CORPORATION
FORM 10-K
For the Fiscal Year Ended June 30, 20132014


INDEX
 
  Page
PART I  
   
PART II  
   
Part III  
   
PART IV  


3




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
 
This Annual Report on Form 10-K 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-K 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-K, 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-K, or in other Company filings, press releases, or otherwise.  In addition to the factors discussed in this Form 10-K, 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.


4




PART I
 
ITEM 1.                                                    BUSINESS.
 
GENERAL
 
As used herein unless the context otherwise requires, the term “Company” means Koss Corporation and its former consolidated wholly-owned subsidiary, Koss Classics Ltd. (“Koss Classics”), which was dissolved inU.K. Limited. In the three months ended September 30, 2011.December 31, 2013, the Company formed Koss U.K. Limited to comply with certain European Union (EU) requirements. The entity is non-operating and holds no assets.  The Company was incorporated in Delaware in 1971.
 
The Company operates in the audio/video industry segment of the home entertainment industry through its design, manufacture and sale of stereo headphones and related accessory products.  The Company reports its results as a single reporting segment, as the Company’s principal business line is the design, manufacture and sale of stereo headphones and related accessories.
 
The Company’s products are sold through national retailers, international distributors, audio specialty stores, the internet, direct mail catalogs, regional department store chains, discount department stores, grocery stores, electronics retailers, military exchanges and prisons under the “Koss” name.  The Company also sells products to distributors for resale to school systems, and directly to other manufacturers for inclusion with their own products.  The Company has more than 300200 domestic dealers and its products are carried in approximately 17,00024,000 domestic retail outlets and numerous retailers worldwide.  International markets are served by domestic sales representatives and a sales office in Switzerland whichIreland. The Company utilizes independent distributors in several foreign countries. 
 
Approximately 86%88% of the Company’s fiscal 2013year 2014 sales were for stereo headphones for listening to music.  The remaining 14%12% of the Company's sales were for headphones used in communications, education settings, and in conjunction with metal detectors. The products are not significantly differentiated by their retail sales channel or application with the exception of products sold to school systems and prisons.  There are no other product line differentiations other than the quality of the sound produced by the stereo headphone itself, which is highly subjective.

In fiscal year 2012, the Company launched the Striva products which would allow the consumer to listen to the stereo headphones directly from the World Wide Web using Wi-Fi. These products are sold throughWi-Fi and began amortization of the Koss website.related capitalized software. The Company determined that the capitalized software needed to be replaced by a new architecture being developed. As a result, an impairment charge was recorded to expense in the year ended June 30, 2014 to write off the remaining capitalized software and the related inventory and tooling.
 
The Company sources complete stereo headphones manufactured to its specifications from various manufacturers in Asia as well as raw materials used to produce stereo headphones at its plant in Milwaukee, Wisconsin.Wisconsin and a manufacturing facility in Juarez, Mexico, which is in the process of being temporarily suspended.  Management believes that it has sources of complete stereo headphones and raw materials that are adequate for its needs.
 
There are no employment or compensation commitments between the Company and its dealers.  The Company has several independent manufacturers’ representatives as part of its distribution efforts.  The Company typically signs one year contracts with these manufacturers’ representatives.  The arrangements with foreign distributors do not contemplate that the Company pays any compensation other than any profit the distributors make upon their sale of the Company’s products.
 
INTELLECTUAL PROPERTY
 
John C. Koss is recognized for creating the stereo headphone industry with the first SP3SP/3 stereo headphone in 1958.  The Company regularly applies for registration of its trademarks in many countries around the world, and over the years the Company has had numerous trademarks registered and patents issued in North America, South America, Asia, Europe, Africa, and Australia.  The Company currently has approximately 588498 trademarks registered in 99 countries around the world and 173221 patents in 3653 countries.  The Company has trademarks to protect the brand name, Koss, and its logo on its products.  The Company also holds many design patents that protect the unique visual appearance of some of its products.  These trademarks and patents are important to differentiate the Company from its competitors.  Certain of the Company’s trademarks are of material value and importance to the conduct of its business.  The Company considers protection of its proprietary developments important; however, the Company’s business is not, in the opinion of management, materially dependent upon any single trademark or patent.  During the year ended June 30, 2013,2014, the Company took steps to update and monitor its patents and trademarks to protect its intellectual property around the world.

5



SEASONALITY
 
Although retail sales of consumer electronics have typically been higher during the holiday season, stereo headphones have also seen increased purchases throughout the year.  Management believes that the Company's business and industry segment are no longer seasonal as evidenced by the fact that net sales for the last couple of years, including the year ended June 30, 20132014, were almost equally split between the first and second halves of the year.  Management believes that the reason for this level performance of sales to retailers and distributors is related to the fact that stereo headphones have become replacement items for portable electronic products.  Therefore, upgrades and replacements appear to have as much interest over the course of the year as gifts of stereo headphones during the holiday season.
 
WORKING CAPITAL AND BACKLOG
 
The Company’s working capital needs do not differ substantially from those of its competitors in the industry and generally reflect the need to carry significant amounts of inventory to meet delivery requirements of its customers.  From time to time, although rarely, the Company may extend payment terms to its customers for a special promotion.  For instance, the Company has in the past offered a 90-120 day payment period for certain customers, such as computer retailers and office supply stores.  Based on historical trends, management does not expect these practices to have a material effect on net sales or net income.  The Company’s backlog of orders as of June 30, 20132014 is not significant in relation to net sales during fiscal year 20132014 or projected fiscal year 20142015 net sales.
 
CUSTOMERS
 
The Company markets a line of products used by consumers to listen to music, DVD’s in vehicles, sound bytes on computer systems, and other audio related media.  The Company distributes these products through retail channels in the U.S. and independent distributors throughout the rest of the world.  The Company markets its products to approximately 17,00024,000 domestic retailers and numerous retailers worldwide.  During fiscal year 2013,2014, the Company’s sales to its largest single customer, Tura Scandinavia AB, were approximately 20%10% of net sales and sales to Wal-Mart accounted for 9% of net sales.  In fiscal year 2012,2013, net sales to Tura Scandinavia AB and Wal-Mart, accounted for 25%20% and 11%9% of net sales, respectively.  The Company is dependent upon its ability to retain a base of retailers and distributors to sell the Company’s line of products.  Loss of retailers and distributors means loss of product placement.  The Company has broad distribution across many channels including specialty stores, mass merchants, and electronics stores.  Management believes that any loss of revenues would be partially offset by a corresponding decrease, on a percentage basis, in expenses; thereby partially reducing the impact on the Company’s income from operations.  The five largest customers of the Company (including Tura Scandinavia AB and Wal-Mart) accounted for approximately 44%37% and 48%44% of total net sales in fiscal years 20132014 and 2012,2013, respectively.

The recently launched Striva product line is sold directly to consumers through the Koss website. This product line was launched late in fiscal year 2012 and sales of these products were not significant in fiscal year 2013 or 2012.
COMPETITION
 
The Company focuses on the stereo headphone industry.  In the stereo headphone market, the Company competes directly with approximately fivesix major competitors, several of which are large and diversified and have greater total assets and resources than the Company.  The extent to which retailers and consumers view the Company as an innovative vendor of high quality stereo headphone products, and a provider of excellent after sales customer service, is the extent to which the Company maintains a competitive advantage.  The Company relies upon its unique sound, quality workmanship, brand identification, engineering skills, and customer service to maintain its competitive position.

RESEARCH AND DEVELOPMENT
 
The amount expensed on engineering and research activities relating to the development of new products or the improvement of existing products was $1,024,885 during fiscal year 2014 as compared with $1,436,493 during fiscal year 2013 as compared with $1,306,065 during fiscal year 2012.2013. These activities were conducted by both Company personnel and outside consultants.  The Company expects that research and development costs will continue at a similar level in the traditional wired headphones and it is planning to introduce several new product offerings during fiscal year 2014.2015. Spending on the wireless Wi-Fi products will continue as well, but at a much lower level than in prior years.
 

6



ENVIRONMENTAL MATTERS
 
The Company believes that it has materially complied with all currently existing federal, state and local statutes and regulations regarding environmental standards and occupational safety and health matters to which it is subject.  During the fiscal years 20132014 and 2012,2013, the amounts incurred in complying with federal, state and local statutes and regulations pertaining to environmental standards and occupational safety and health laws and regulations did not materially affect the Company’s operating results or financial condition.
 
EMPLOYEES
 
As of June 30, 2013,2014, the Company employed 6160 people, who are all non-union.non-union employees, 5 of which were part-time employees.  The Company also engages temporary personnel.
 
FOREIGN SALES
 
The Company’s competitive position and risks relating to its business in foreign markets are comparable to those in the domestic market.  In addition, the governments of foreign nations may elect to erect trade barriers on imports.  The creation of additional barriers would reduce the Company’s net sales and net income.  In addition, any fluctuations in currency exchange rates could affect the pricing of the Company’s products and divert customers who might choose to purchase lower-priced, less profitable products, and could affect overall demand for the Company’s products.  For further information, see Part II, Item 7 and Note 1819 to the consolidated financial statements.
 
The Company has a small sales office in SwitzerlandIreland to service the international export marketplace.  The Company is not aware of any material risks in maintaining this operation.office.  Loss of this office would result in a transfer of sales and marketing responsibility.  The Company sells its products to independent distributors in countries and regions outside the United States including Europe, the Middle East, Africa, Asia, Australia, South America, Latin America, the Caribbean, Canada and Mexico.  During the last two fiscal years, net sales of all Koss products were distributed as follows:
 
 2013 2012 2014 2013
United States $16,371,434
 $17,155,135
 $14,219,449
 $16,371,434
Sweden 7,161,327
 9,361,346
 2,310,064
 7,161,327
Canada 1,899,573
 1,223,176
Cyprus 1,975,736
 1,901,601
 1,471,381
 1,975,736
Czech Republic 1,305,239
 1,309,697
Japan 751,912
 758,550
United Kingdom 489,291
 707,724
Malaysia 1,795,059
 534,218
 65,835
 1,795,059
Russia 1,441,484
 1,430,949
 377,135
 1,441,484
Czech Republic 1,309,697
 1,200,374
Canada 1,223,176
 1,220,109
All other countries 4,486,666
 5,062,035
 951,003
 3,020,392
Net sales $35,764,579
 $37,865,767
 $23,840,882
 $35,764,579
 
In addition toThe Company has a manufacturing facility in Milwaukee, Wisconsin theand another in Juarez, Mexico, at which production is temporarily suspended. The Company uses contract manufacturing facilities in the People’s Republic of China, Taiwan and South Korea.  These independent suppliers are distant from the Company, which means that we are at risk of business interruptions due to natural disasters, war, disease and government intervention through tariffs or trade restrictions that are of less concern domestically.  The Company maintains finished goods inventory in its U.S. facility to mitigate this risk.  The Company’s goal is to stock finished goods inventory at an average of approximately 90 days demand per item.  Recovery of a single facility through replacement of a supplier in the event of a disaster or suspension of supply could take 120 days.  The Company believes that it could restore production of its top ten selling models (which represent approximately 57%66% of the Company’s 20132014 net sales) within one year.  The Company is also at risk if the trade
restrictions are introduced on its products based upon country of origin.  In addition, the Company may not be able to pass along most increases in tariffs and freight charges to the Company’s customers, which would directly affect profits.
 

7



AVAILABLE INFORMATION
 
The Company’s internet website is http://www.koss.com.  The Company makes available free of charge through its internet website the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all amendments to those reports as soon as reasonably practicable after they are electronically filed with (or furnished to) the Securities and Exchange Commission.  These reports and other information regarding the Company are also available on the SEC’s internet website at http://www.sec.gov. The information on the Company's website is not part of this or any other report the Company files with or furnishes to the Securities and Exchange Commission.
 
ITEM 2.                                                    PROPERTIES.
 
The Company leases its facility in Milwaukee, Wisconsin from its BoardKoss Holdings, LLC, which is wholly-owned by the Company's Chairman.  On May 15, 2012, the lease was renewed extending the expiration to June 30, 2018.  The lease extension maintained the rent at a fixed rate of $380,000 per year and it is being accounted for as an operating lease.  The Company is responsible for all property maintenance, insurance, taxes, and other normal expenses related to ownership.  All facilities are in good repair and, in the opinion of management, are suitable and adequate for the Company’s business purposes.
 
ITEM 3.                                                    LEGAL PROCEEDINGS.
 
As of June 30, 2013,2014, the Company is involved in certain legal matters against third parties related to the unauthorized transactions as previously reported.reported and the termination of a vendor contract. A description of these legal matters is included at Note 2021 of the Notes to Consolidated Financial Statements included herein, which description is incorporated herein by reference.


8




PART II
 
ITEM 5.                                                    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
MARKET INFORMATION ON COMMON STOCK
 
The Company’s common stock is traded on The NASDAQ Stock Market under the trading symbol KOSS.  There were approximately 481460 record holders of the Company��sCompany’s common stock as of August 20, 2013.18, 2014.  This number does not include individual participants in security position listings.  The quarterly high and low sale prices of the Company’s common stock for the last two fiscal years as well as dividends declared are shown below.
 
     Per Share     Per Share
Quarter Ended High Low Dividend High Low Dividend
September 30, 2011 $6.75
 $5.25
 $0.06
December 31, 2011 $6.27
 $4.92
 $0.06
March 31, 2012 $5.95
 $5.00
 $0.06
June 30, 2012 $5.68
 $4.91
 $0.06
September 30, 2012 $5.30
 $4.52
 $0.06
 $5.30
 $4.52
 $0.06
December 31, 2012 $5.25
 $4.51
 $0.06
 $5.25
 $4.51
 $0.06
March 31, 2013 $5.55
 $4.04
 $0.06
 $5.55
 $4.04
 $0.06
June 30, 2013 $5.11
 $4.45
 $0.06
 $5.11
 $4.45
 $0.06
September 30, 2013 $5.35
 $4.88
 $0.06
December 31, 2013 $5.26
 $4.75
 $0.06
March 31, 2014 $6.59
 $4.38
 $0.06
June 30, 2014 $5.15
 $2.86
 $
 
The Company began paying dividends for the quarter ended September 30, 2002 and has paid a dividend for each quarter since, includinguntil the last fiscal quarter ended June 30, 2013.2014.  On April 25, 2013May 14, 2014 the Company announced its quarterly dividend of $0.06 per share for stockholders of record on June 28, 2013.  The dividend was paid on July 15, 2013.  Although the Company anticipatesthat it will continue to paywould not declare a quarterly dividend for the quarter ended June 30, 2014.  The decision to pay dividends and the amount of such dividends are within the sole discretion of the Board of Directors, who meet quarterly.  The decision to pay dividends will depend on the Company’s operating results, financial condition, tax considerations, alternative uses for such funds, and other factors the Board of Directors deem relevant, and there can be no assurance that dividends will be paid in the future.
 
COMPANY REPURCHASES OF EQUITY SECURITIES
 
Period (2013) 
Total
Number
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
Period (2014) 
Total
Number
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
April 1-April 30 
 $
 
 $2,139,753
 
 $
 
 $2,139,753
May 1-May 31 
 $
 
 $2,139,753
 
 $
 
 $2,139,753
June 1-June 30 
 $
 
 $2,139,753
 
 $
 
 $2,139,753
 

(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 amount authorized for repurchase under the program.  As of June 30, 2013,2014, the Board had authorized the repurchase of an aggregate of $45,500,000 of common stock under the stock repurchase program, of which $43,360,247 had been expended. No purchases were made during the year ended June 30, 2013.2014.

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The purpose of this discussion and analysis is to enhance the understanding and evaluation of the results of operations, financial position, cash flows, indebtedness and other key financial information of the Company for fiscal years 20132014 and 2012.2013.  Our MD&A should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.
 
Overview
 
The Company developed stereo headphones in 1958 and has intrinsically been a leader in the industry.  We market a complete line of high-fidelity stereo headphones, speaker-phones, computer headsets, telecommunications headsets, active noise canceling stereo headphones, wireless stereo headphones and compact disc recordings of American Symphony Orchestras on the Koss Classics label. We operate as one business segment.

As headphones become more integral to use of music listening devices in the portable electronics market, the business volume becomes variable throughout the year. Changes in volume are more dependent on adding new customers or changes in economic conditions than they are on seasonality or the traditional holiday shopping season.

Many of the Company's products could be viewed as essential by the consumer and others are more of a discretionary spend. The results of the Company's operations are therefore susceptible to consumer confidence and macroeconomic factors. These economic factors have been evident in results during fiscal year 2013.2014.

As a result of the unauthorized transactions that the Company previously reported, the Company has on-going activity to recover the amounts lost in the unauthorized transactions. These activities are explained in Note 2 to the Consolidated Financial Statements.

Fiscal Year 20132014 Summary

Net sales dropped 5.5%33.3% to $35,764,57923,840,882 on volume declines at the top twoseveral major customers, most of which are export customers.
Gross profit as a percent of sales declined 2.0%38.7% to 36.4%(1.2)% due to the impairment charge to expense relating to capitalized software, tooling and inventory; operating costs in Mexico and impact of fixed costs on a full year of amortization related to software development costs.lower sales amount.
Selling, general and administrative spending was higherlower due to costs ofdecrease in profit-based compensation, reduction in spending on product development, and marketing costs.the favorable impact of various cost reduction efforts.
Unauthorized transaction related costs increasedrecoveries decreased primarily due to legal expenses related to the settlement of a third party lawsuit.
Unauthorized transaction related recoveries increased due tofact that the $8,500,000 of gross proceeds from the$8,500,000 settlement of a third party lawsuit and higher recoveries for salewas recorded in the year ended June 30, 2013.
Unauthorized transaction related costs decreased primarily due to contingent legal expenses in the year ended June 30, 2013, relating to the settlement of forfeited assets.the third party lawsuit.




10



Consolidated Results

The following table presents selected consolidated financial data for each of the past two fiscal years:

Consolidated Performance Summary 2013 2012 2014 2013
Net sales $35,764,579 $37,865,767 $23,840,882 $35,764,579
Net sales gain / (loss) % (5.5)% (8.8)%
Gross profit $13,008,819 $14,531,415
Gross profit as % of net sales 36.4 % 38.4 %
Net decrease % (33.3)% (5.5)%
Gross profit (loss) $(281,819) $13,405,800
Gross profit (loss) as % of net sales (1.2)% 37.5 %
Selling, general and administrative expenses $12,953,475 $12,115,472 $10,468,708 $13,350,456
Selling, general and administrative expenses as % of net sales 36.2 % 32.0 % 43.9 % 37.3 %
Unauthorized transaction related costs $2,598,454 $987,285
 $388,287 $2,598,454
Unauthorized transaction related recoveries $(10,185,501) $(2,458,103) $(1,134,082) $(10,185,501)
Unauthorized transaction related costs (recoveries), net $(7,587,047) $(1,470,818) $(745,795) $(7,587,047)
Income from operations $7,642,391 $3,886,761
Income from operations as % of net sales 21.4 % 10.3 %
Income (loss) from operations $(10,004,732) $7,642,391
Income (loss) from operations as % of net sales (42.0)% 21.4 %
Other income (expense) $56,090 $153,745 $49,589 $56,090
Income tax provision $2,270,766 $1,100,091
Income tax provision as % of income before taxes 29.5 % 27.2 %
Income tax provision (benefit) $(4,401,589) $2,270,766
Income tax provision (benefit) as % of income before taxes 44.2 % 29.5 %


20132014 Results of Operations Compared with 20122013
 
Net sales for 20132014 declined primarily due primarily to decreases in sales volume to a large distributorseveral distributors in Europe, a manufacturer in Asia, and to two large retailers in the United Sates. The decline in sales to the European distributordistributors reflected overstock of inventory held by the loss ofdistributors leading to a customer for most of fiscal year 2013. This customer was regained latedecline in purchases, increased competition in the fiscal year.headphone market and political turmoil in a couple of Koss' major markets. The decrease in the U.S. retail market reflects the increased number of competitors in this space and decreased product placement at key retailers. Increased sales at two export customers in Asia helped to offset some of the decline at the European distributor and US retailers. In addition, newNew customers and introduction of new products throughout the year helped to reduce the sales declines.
 
Gross profit as a percent of sales in 20132014 was 36.4%(1.2)%, which was 2.0%38.7% lower than 2012.2013. The decline in gross profit percentage was almost entirelyprimarily due to the impairment charge related to the WiFi development and inventory. In 2014, the Company also incurred costs for the operations in Mexico that were operating at less than optimal levels due to the lower sales levels, especially for products in export markets. In addition, fixed costs were a higher percentage of net sales.

The Company took impairment charges for capitalized software, inventory and related items during the fiscal year ended 2014. It was determined during the three months ended December 31, 2013, that the capitalized software needed to be replaced by a new architecture currently under development. Further review later in the year determined that it was unlikely that products would be marketed and sold using the architecture as currently configured. The remaining inventory and tooling were charged to expense in the three months ended June 30, 2014. The Company still plans to develop the revised software platform and expects to launch new products using this technology, but has temporarily suspended this research and development effort until the base business is restored to more profitable levels. Software development expenditures incurred since December 31, 2013 were expensed as incurred and future software development expenditures will be expensed as incurred as well.

Gross profit prior to the impairment as a percent of sales was lower than last year. The lower gross profit margin was primarily the result of costs for manufacturing operations in Mexico. During fiscal year 2014, the Company commenced manufacturing operations in Juarez, Mexico that focused on certain products aimed at our export markets. The large reduction in export sales did not allow the Company to experience an adequate return on its investment in the Mexican production facility. As a full year of amortization of software development costs, which beganresult, we have temporarily suspended production at the endfacility. The Company incurred approximately $1,523,000 of fiscal year 2012. Software amortization was $1,558,318expense in fiscal year 20132014 for the Mexican operations. We continue to believe that a manufacturing presence in Mexico has future strategic value and we may resume production there if key economic factors improve to justify it. The gross profit margin was also negatively impacted by the fixed manufacturing costs on a lower sales base.


11



Partially offsetting the negative impacts to gross profit margin was the impact of a reduction in the Company's short and long term warranty reserve by approximately $389,000. Based on a review of both foreign and domestic sales compared to $142,867 in fiscal year 2012. Whentheir respective warranty expense, the Company has adjusted for software amortization, gross profit increased by approximately 2% in fiscal year 2013.the reserve commensurately.

Selling, general and administrative expenses for 2013fiscal year 2014 were approximately $838,000 higher$2,881,748 lower than 2012.for fiscal year 2013. The majority of this increasedecrease was driven by lower profit-based compensation and spending for marketing,product development, which increaseddecreased by $461,643approximately $936,000 and $274,179,$750,000, respectively. The profit-based compensation increased asproduct development costs decreased due to a resultchange in direction on the development of the lawsuit settlement againstWiFi based product line. The Company has not reduced spending on new product offerings in the third party, which added approximately $702,000 to bonusestraditional wired headphone space. Several new headphone products have been introduced in the current fiscal year and profit sharing. The marketing costs increased due to more on-line advertising and promotion costs relating towere unveiled at the introduction of a new line of headphones.annual Consumer Electronics Show (CES) in Las Vegas in January 2014.
 
In fiscal year 2013,, unauthorized transaction related costs increasedwere higher because the Company incurred higher legal fees that were contingent on the settlement of the third party lawsuit against the Company's former auditors and additional costs of pursuing certain actions against other third parties. Included in the unauthorized transaction related recoveries for 2013 was $8,500,000$8,500,000 of gross proceeds from the settlement of the lawsuit against the Company's former auditors, $1,670,487 from asset forfeitures, and $15,014 of insurance proceeds. Included in recoveries for 2012 was $1,118,463 from asset forfeitures, $867,711 of insurance proceeds, $229,510 from garnishment of the 401(k) and Koss Employee Stock Ownership Trust (KESOT) balances held by Ms. Sachdeva, and a payment of $242,419 that the Company received from Michael Koss, who voluntarily reimbursed the Company for the excess portion of the bonus that he received during the restatement periods. auditors. 
 
The income from operations increaseddecreased in 20132014 from 20122013 primarily due to lower sales, the impairment charge and the 2013 income recorded from the settlement of the lawsuit against a third party. Without this settlement, income from operations decreased primarily due to decreased sales, decline in gross profit percentage and increased costs for marketing as described above.
 
In both 20132014 and 2012,2013, the Company decreased the interest it had accrued related to its tax reporting of the unauthorized transactions by $145,48873,725 and $251,485145,488, respectively. The Company reversed accrued interest related to the tax returns as they were filed and based upon the expiration of the statute of limitations for certain returns. These impacts are described further in Note 1213 of the Notes to the Consolidated Financial Statements.

11




The effective income tax rate in 2014 was lower than44.2% which is comprised of the U.S. federal statutory rates in 2013 primarily due to arate of 34%, the effect of state income taxes, the decrease in unrecognized tax benefits and the liability for uncertainrecognition of some federal income tax positions.credits during the year. It is anticipated that the effective income tax rate wouldwill be approximately 30%37% in 2014.2015.
 
Liquidity and Capital Resources
 
Cash Flows

The following table summarizes our cash flows from operating, investing and financing activities for each of the past two fiscal years:

 2013 2012 2014 2013
Total cash provided by (used in):        
Operating activities $3,496,217
 $4,908,744
 $3,591,432
 $3,496,217
Investing activities $(914,759) $(1,847,409) $(779,808) $(914,759)
Financing activities $(1,771,849) $(3,171,850) $(1,771,849) $(1,771,849)
Net increase (decrease) in cash and cash equivalents $809,609
 $(110,515)
Net increase in cash and cash equivalents $1,039,775
 $809,609


Operating Activities
 
During 2013,2014, cash provided by operations decreased primarily duestayed approximately the same as the prior year with favorable changes to the negative changes in operating assets and liabilities offsetting the increasedecrease in net income. Accounts receivable increaseddecreased by $6,858,6259,024,275 as of June 30, 20132014 compared to June 30, 2012.2013. The proceeds of $8,500,000 from the lawsuit settlement, received in July 2013, were in accounts receivable at June 30, 2013 which more than offset the2013. In addition, there was a decrease in accounts receivable decrease from customers.customers caused by lower sales late in fiscal year 2014 compared to the same period in fiscal year 2013. The contingent legal fees, related to the lawsuit settlement, were $2,120,000 and were recorded in accrued liabilities as of June 30, 2013. In addition, inventory increased by $1,104,822. Inventory was higher due to stocking of new products in advance of shipments and adding inventory to support the launch of the Striva product line.
 

12



Investing Activities
 
Cash used in investing activities was lower for 20132014 as the Company made no new investments in product softwaredecreased spending on tooling and equipment compared to investments of $1,145,106 in 2012.2013. In 2014,2015, the Company has budgeted $1,200,000$600,000 for tooling and leasehold improvements.  The Company expects to generate sufficient funds through operations to fund these expenditures.
 
Financing Activities
 
Net cash used in financing activities decreasedwere similar in 20132014 because the Company paid off the borrowingssame amount in dividends as it did in 2013. At the Board of Directors meeting in May 2014, the Company determined that based on the financial results, the Company would not declare a quarterly dividend for the quarter ending June 30, 2014. The Company will determine whether to declare and the amount of any future dividends based upon its bank lineassessment of creditthe Company’s financial condition and liquidity, improvement in 2012.sales as a whole and in particular in the export markets, an increased generation of cash from operations, and the Company’s earnings. Dividends paiddeclared to stockholders decreased in 2014 but dividends paid stayed the same at $1,771,849 or $0.240.18 per share in 2013.  The Company intends to continue to pay regular quarterly dividends for the foreseeable future.2014.  As of June 30, 2013,2014, the Company had no outstanding borrowings on its bank line of credit facility.  On July 31, 2013,2014, the Company had no outstanding borrowings on its bank line of credit facility and availability of approximately $8,000,000.$5,000,000 under the credit agreement as amended on July 23, 2014.
 
There were no purchases of common stock in 20132014 or 20122013 under the stock repurchase program.  No stock options were exercised in 20132014 or 2012.2013.
 
Liquidity
 
In addition to capital expenditures for tooling and continued investment in software development, the Company has interest payments onwhen it uses its line of credit facility borrowings, and planned normal quarterly dividend payments.facility. The Company believes that cash generated from operations, together with borrowings available under its credit facility, should provide it with adequate liquidity to meet operating requirements, debt service requirements, plannedand a reduced level of capital expenditures.  Management is focusing on increasing sales especially in the export markets, reducing the amount of capital expenditures, increasing the generation of cash from operations, and dividend payments.  Management believes thatimproving the long-term outlook forCompany’s overall earnings to help improve the business remains positive, however, theCompany’s liquidity. The Company continually reevaluatesregularly evaluates new product offerings, inventory levels and capital expenditures to ensure that it is effectively allocating resources in line with current market conditions. Whether there is adequate liquidity to resume paying quarterly dividends, and if so, the amount per share of such dividends, will be dependent on an improvement of the Company's financial condition and liquidity.


12




Credit Facility
 
On May 12, 2010, the Company entered into a secured credit facility with JPMorgan Chase Bank, N.A. (“Lender”).  The Credit Agreement dated May 12, 2010 between the Company and the Lender (“Credit Agreement”) provides for an $8,000,000 revolving secured credit facility and for letters of credit for the benefit of the Company of up to a sublimit of $2,000,000.  On July 24, 2013, the Credit Agreement was amended to extend the expiration to July 31, 2015. On July 23, 2014, the Credit Agreement was amended to reduce the facility to $5,000,000 and to amend certain financial covenants. The Company and the Lender also entered into the Pledge and Security Agreement dated May 12, 2010 under which the Company granted the Lender a security interest in substantially all of the Company’s assets in connection with the Company’s obligations under the Credit Agreement.  The balance on this facility was $0 and $0as of June 30, 20132014 and 2012, respectively.2013.
 
Stock Repurchase Program
 
In April 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 of between $1,000,000 to $5,000,000 in the stock repurchase program.  As of June 30, 2013,2014, the most recently approved increase was for additional purchases of $2,000,000, which occurred in October 2006, for an aggregate maximum of $45,500,000, of which $43,360,247 had been expended through June 30, 2013.2014.  The Company intends to effect 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.
 
There were no stock repurchases under the program in fiscal years 20132014 and 2012.2013.  As of June 30, 2013,2014, the Board of Directors has authorized the repurchase by the Company of up to $2,139,753 in Company common stock at the discretion of the Chief Executive Officer of the Company.  Future stock purchases under this program are dependent on management’s assessment of value versus market price.
 

13



Off-Balance Sheet Arrangements
 
The Company has no off-balance sheet arrangements other than the lease for the facility in Milwaukee, Wisconsin,Wisconsin. The Company leases the facility from Koss Holdings, LLC, which it leases from itsis wholly-owned by the Company's Chairman.  On May 15, 2012, the lease was renewed for a period of five years, ending June 30, 2018, and is being accounted for as an operating lease.  The lease extension maintained the rent at a fixed rate of $380,000 per year.  The Company is responsible for all property maintenance, insurance, taxes and other normal expenses related to ownership.  The facility is in good repair and, in the opinion of management, is suitable and adequate for the Company’s business purposes.
 
Critical Accounting Policies
 
Our discussion and analysis of financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  We continually evaluate our estimates and judgments, including those related to doubtful accounts, product returns, excess inventories, warranties, impairment of long-lived assets, deferred compensation, income taxes and other contingencies.  We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances.  Actual results may differ from these estimates.

Revenue Recognition
 
The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; shipment and delivery has occurred; the seller’s price to the buyer is fixed and determinable; and collectibility is reasonably assured.  When these criteria are generally satisfied, the Company recognizes revenue.  The Company also offers certain customers the right to return products that do not meet the standards agreed with the customer.  The Company continuously monitors such product returns and cannot guarantee that they will continue to experience the same return rates that they have experienced in the past.  Any significant increase in product quality failure rates and the resulting credit returns could have a material adverse impact on the Company’s operating results for the period or periods in which such returns materialize.
 
The Company provides for certain sales incentives.  The Company records a provision for estimated incentives based upon the incentives offered to customers on product related sales in the same period as the related revenues are recorded.  The provision is recorded as a reduction of sales.  The Company also records a provision for estimated sales returns and allowances on product related sales in the same period as the related revenues are recorded.  These estimates are based on historical sales

13



returns, analysis of credit memo data and other known factors.  If the historical data the Company uses to calculate these estimates does not properly reflect future returns, adjustments may be required in future periods.
 
Accounts Receivable
 
The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by the review of the customer’s current credit information.  The Company continuously monitors collections and payments from customers and maintains a provision for estimated credit losses based upon the Company’s historical experience and any specific customer collection issues that have been identified.  Accounts receivable are stated net of an allowance for doubtful accounts.  The allowance is calculated based upon the Company’s evaluation of specific customer accounts where the Company has information that the customer may have an inability to meet its financial obligations.  In these cases, management uses its judgment, based on the best available facts and circumstances and records a specific reserve for that customer against amounts due to reduce the receivable to the amount that is expected to be collected.  These specific reserves are re-evaluated and adjusted as additional information is received that impacts the amount reserved.  However, the ultimate collectibility of the unsecured receivable is dependent upon the financial condition of an individual customer, which could change rapidly and without warning.
 

14



Inventories
 
The Company values its inventories at the lower of cost or market.  Cost is determined using the last-in, first-out (“LIFO”) method.  As of June 30, 2014 and 2013,, 100% of the Company’s inventory was valued using LIFO.  Valuing inventories at the lower of cost or market requires the use of estimates and judgment.  The Company continues to use the same techniques to value inventory as have been used in the past.  Our customers may cancel their orders or change purchase volumes.  This, or certain additional actions or market developments, could create excess inventory levels, which would impact the valuation of our inventories.  Any actions taken by our customers or market developments that could impact the value of our inventory are considered when determining the lower of cost or market valuations.  The Company regularly reviews inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on historical and projected usage and production requirements.  If the Company is not able to achieve its expectations of the net realizable value of the inventory at its current value, the Company would have to adjust its reserves accordingly.

Product Software Development Costs
 
Product software development costs consist of costs incurred by outside parties for the development of software embedded in or used to support new products.  These assets have been evaluated to ensure that the capitalized costs do not exceed the estimated net realizable value of the related products.  As part of the impairment analysis, we use an undiscounted cash flow model based on estimated net sales and gross profit to be derived in the future from the specific product and other estimated costs directly related to the product.  Amortization was started in fiscal year 2012 with introduction of the first products at the end of April 2012.2012. No amortization was recorded prior to the introduction of the new products. 
 
Inherent in the operating results forecasts are certain assumptions regarding revenue growth rates, projected future costs, costs to complete and projected long-term growth rates.  No impairment was recorded for the year ended June 30, 2013. The Company performed impairment testing asdetermined that the capitalized software needed to be replaced by a new architecture under development, which began in the three months ended December 31, 2013. As a result, the remaining value of June 30, 2013 and 2012 and no impairmentthe capitalized software was identified.expensed during the three months ended December 31, 2013.
 
Product Warranty Obligations
 
Products, with the exception of Striva, are generally covered by a lifetime warranty.  The StrivaOur products carry a 90 daylifetime warranty.  We record accruals for potential warranty claims based on prior product returns experience.  Warranty costs are accrued at the time revenue is recognized.  These warranty costs are based upon management’s assessment of past claims and current experience.  However, actual claims could be higher or lower than amounts estimated, as the amount and value of warranty claims are subject to variation as a result of many factors that cannot be predicted with certainty.
 
Income Taxes
 
We estimate a provision for income taxes based on the effective tax rate expected to be applicable for the full fiscal year.  If the actual results are different from these estimates, adjustments to the effective tax rate may be required in the period such determination is made.  Additionally, discrete items are treated separately from the effective rate analysis and are recorded separately as an income tax provision or benefit at the time they are recognized.
 

14



Deferred income taxes are accounted for under the asset and liability method whereby deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred income tax assets and liabilities are measured using statutory tax rates.  Deferred income tax provisions are based on changes in the deferred tax assets and liabilities from period to period.  Additionally, we analyze our ability to recognize the net deferred income tax assets created in each jurisdiction in which we operate to determine if valuation allowances are necessary based on the “more likely than not” criteria.
 
New Accounting Pronouncements
 
Applicable new accounting pronouncements are set forth under Item 15 of this annual report and are incorporated herein by reference.
 

15



ITEM 8.                                                    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
See the Consolidated Financial Statements attached hereto.
 
ITEM 9.                                                    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.

ITEM 9A.                                           CONTROLS AND PROCEDURES.
 
Disclosure Controls and Procedures.
 
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”) are designed to ensure that (1) information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (2) that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.  There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
 
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2013.2014.  The Company’s management has concluded that the Company’s disclosure controls and procedures as of June 30, 20132014 were effective.

Management’s Annual Report on Internal Controls over Financial Reporting.
 
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and designing such internal controls to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.  There are inherent limitations to the effectiveness of any system of internal control over financial reporting, including the possibility of human error or the circumvention or overriding of controls and procedures. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.

Management conducted its evaluation of the effectiveness of its internal control over financial reporting based on the framework in “Internalthe “1992 Internal Control-Integrated Framework” and the 2006 "Internal Control Over Financial Reporting - Guidance for Smaller Public Companies," both issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In connection with this evaluation, there were no changes in the Company's internal control over financial reporting (as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) during the quarter ended June 30, 20132014 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting as of June 30, 20132014 was effective. The Company plans to adopt "The 2013 COSO Framework & SOX Compliance," also issued by COSO, on or before the required conversion date in December 2014.


1516




PART III
 
ITEM 10.                                                    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
This information is incorporated by reference to the sections entitled "Information as to the Nominees," "Executive Officers," "Section 16(a) Beneficial Reporting Compliance," "Code of Ethics" and "Board Committees - Audit Committee" from Koss Corporation’s Proxy Statement for its 20132014 Annual Meeting of Stockholders filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K. The Company adopted a code of ethics, which is a "code of ethics" as defined by applicable rules of the SEC, which is applicable to its directors, officers and employees. The code of ethics is publicly available on the Company's website at www.koss.com/en/about/history. If the Company makes any substantive amendments to the code of ethics or grants any waiver, including any implicit waiver, from a provision of the code to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, the Company will disclose the nature of the amendment or waiver on that website or in a report on Form 8-K.

ITEM 11.                                                    EXECUTIVE COMPENSATION.
 
This information is incorporated by reference to the sections entitled "Summary Compensation Table," "Outstanding Equity Awards at Fiscal Year End," "Director Compensation," and "Board Committees - Compensation Committee" from Koss Corporation’s Proxy Statement for its 20132014 Annual Meeting of Stockholders filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K.

ITEM 12.                                                    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
This information is incorporated by reference to the sections entitled "Beneficial Ownership of Company Securities" and "Equity Compensation Plan Information" from Koss Corporation’s Proxy Statement for its 20132014 Annual Meeting of Stockholders filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K.

ITEM 13.                                                    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
This information is incorporated by reference to the sections entitled "Independence of the Board," "Board Committees" and "Related Party Transactions" from Koss Corporation’s Proxy Statement for its 20132014 Annual Meeting of Stockholders filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K.

ITEM 14.                                                    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
This information is incorporated by reference to the sections entitled "Fees and Services" and "Audit Committee Pre-Approval Policies and Procedures" from Koss Corporation’s Proxy Statement for its 20132014 Annual Meeting of Stockholders filed with the Commission under Regulation 14A within 120 days of the end of the fiscal year covered by this Form 10-K.


1617




PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
The following documents are filed as part of this report:
 
1.                                      Consolidated Financial Statements
 
18
19
20
21
22
23
 
2.                                      Financial Statement Schedules
 
All schedules have been omitted because the information is not applicable, is not material or because the information required is included in the consolidated financial statements or the notes thereto.
 
3.                                      Exhibits Filed
 
See Exhibit Index attached hereto.

1718




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors
Koss Corporation
Milwaukee, Wisconsin
 
We have audited the accompanying consolidated balance sheets of Koss Corporation and Subsidiary (the “Company”) as of June 30, 20132014 and 2012,2013, the related consolidated statements of income,operations, stockholders’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Koss Corporation and Subsidiary as of June 30, 20132014 and 20122013 and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
 
As discussed in Note 2021 to the consolidated financial statements, the Company has been namedis involved in several legal matters.  In addition, the Company has also initiated certain legal actions against third parties.
 
/s/ Baker Tilly Virchow Krause, LLP
 
Milwaukee, Wisconsin
August 23, 201328, 2014


1819




KOSS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS
 
Years Ended June 30, 2013 2012 2014 2013
Net sales $35,764,579
 $37,865,767
 $23,840,882
 $35,764,579
Cost of goods sold 22,755,760
 23,334,352
 17,816,754
 22,358,779
Gross profit 13,008,819
 14,531,415
Impairment of capitalized software, inventory and related items 6,305,947
 
Gross profit (loss) (281,819) 13,405,800
        
Operating expenses:        
Selling, general and administrative expenses 12,953,475
 12,115,472
 10,468,708
 13,350,456
Unauthorized transaction related recoveries, net (7,587,047) (1,470,818)
Unauthorized transaction related costs and recoveries, net (745,795) (7,587,047)
Total operating expenses 5,366,428
 10,644,654
 9,722,913
 5,763,409
        
Income from operations 7,642,391
 3,886,761
Income (loss) from operations (10,004,732) 7,642,391
        
Other income:    
Interest income 11
 29,322
Other expense:    
Interest expense 56,079
 124,423
 49,589
 56,090
Total other income, net 56,090
 153,745
        
Income before income tax provision 7,698,481
 4,040,506
Income (loss) before income tax provision (benefit) (9,955,143) 7,698,481
        
Income tax provision 2,270,766
 1,100,091
Income tax provision (benefit) (4,401,589) 2,270,766
        
Net income $5,427,715
 $2,940,415
Net income (loss) $(5,553,554) $5,427,715
        
Income per common share:    
Income (loss) per common share:    
Basic $0.74
 $0.40
 $(0.75) $0.74
Diluted $0.74
 $0.40
 $(0.75) $0.74
        
Dividends declared per common share $0.24
 $0.24
 $0.18
��$0.24
 
The accompanying notes are an integral part of these consolidated financial statements.


1920




KOSS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

As of June 30, 2013 2012 2014 2013
ASSETS  
  
  
  
Current assets:  
  
  
  
Cash and cash equivalents $859,636
 $50,027
 $1,899,411
 $859,636
Accounts receivable, less allowance for doubtful accounts of $43,405 and
$31,559, respectively
 12,185,162
 5,326,537
Accounts receivable, less allowance for doubtful accounts of $20,501 and
$43,405, respectively
 3,160,887
 12,185,162
Inventories 10,501,172
 9,396,350
 7,054,932
 10,501,172
Prepaid expenses and other current assets 465,589
 387,066
 148,200
 465,589
Income taxes receivable 1,109,276
 
Deferred income taxes 1,171,453
 963,303
 2,576,023
 1,171,453
Total current assets 25,183,012
 16,123,283
 15,948,729
 25,183,012
        
Equipment and leasehold improvements, net 2,337,982
 2,735,026
 1,840,491
 2,337,982
        
Other assets:  
  
  
  
Product software development expenditures, net 2,673,291
 4,231,609
 
 2,673,291
Deferred income taxes 419,530
 1,357,400
 1,623,329
 419,530
Cash surrender value of life insurance 4,612,842
 4,301,591
 4,977,409
 4,612,842
Total other assets 7,705,663
 9,890,600
 6,600,738
 7,705,663
        
Total assets $35,226,657
 $28,748,909
 $24,389,958
 $35,226,657
        
LIABILITIES AND STOCKHOLDERS' EQUITY  
  
  
  
Current liabilities:  
  
  
  
Accounts payable $2,685,748
 $4,604,580
 $2,464,755
 $2,685,748
Accrued liabilities 4,705,454
 2,374,424
 3,853,473
 4,705,454
Dividends payable 442,962
 442,962
 
 442,962
Income taxes payable 2,732,524
 1,146,051
 175,000
 2,732,524
Total current liabilities 10,566,688
 8,568,017
 6,493,228
 10,566,688
        
Long-term liabilities:  
  
  
  
Deferred compensation 2,375,550
 2,196,320
 2,320,091
 2,375,550
Derivative liability 154,745
 135,333
 
 154,745
Other liabilities 740,000
 754,000
 336,772
 740,000
Total long-term liabilities 3,270,295
 3,085,653
 2,656,863
 3,270,295
        
Total liabilities 13,836,983
 11,653,670
 9,150,091
 13,836,983
        
Stockholders' equity:  
  
  
  
Common stock, $0.005 par value, authorized 20,000,000 shares; issued and
outstanding 7,382,706 shares
 36,914
 36,914
 36,914
 36,914
Paid in capital 3,263,608
 2,625,039
 3,996,242
 3,263,608
Retained earnings 18,089,152
 14,433,286
 11,206,711
 18,089,152
Total stockholders' equity 21,389,674
 17,095,239
 15,239,867
 21,389,674
        
Total liabilities and stockholders' equity $35,226,657
 $28,748,909
 $24,389,958
 $35,226,657
    
 
The accompanying notes are an integral part of these consolidated financial statements.

2021



KOSS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Years Ended June 30, 2013 2012 2014 2013
Operating activities:  
  
  
  
Net income $5,427,715
 $2,940,415
Adjustments to reconcile net income to net cash provided by
operating activities:
    
Provision for doubtful accounts 13,561
 135,320
Net income (loss) $(5,553,554) $5,427,715
Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
    
Provision for (recoveries of previously written off) doubtful accounts (182,020) 13,561
Loss on disposals of fixed assets 212,300
 715
 
 212,300
Impairment of capitalized software, inventory and related items 6,305,947
 
Depreciation of equipment and leasehold improvements 840,224
 701,356
 734,664
 840,224
Amortization of product software development expenditures 1,558,318
 142,867
 364,539
 1,558,318
Stock-based compensation expense 583,069
 480,623
 684,554
 583,069
Provision for deferred income taxes 729,720
 341,284
Deferred income taxes (2,608,369) 729,720
Change in cash surrender value of life insurance (51,972) (116,081) (120,627) (51,972)
Deferred compensation 198,642
 228,335
 (210,204) 198,642
Net changes in operating assets and liabilities (see note 16) (6,015,360) 53,910
Net changes in operating assets and liabilities (see note 17) 4,176,502
 (6,015,360)
Cash provided by operating activities 3,496,217
 4,908,744
 3,591,432
 3,496,217
        
Investing activities:  
  
  
  
Life insurance premiums paid (259,279) (349,196) (243,940) (259,279)
Purchase of equipment and leasehold improvements (655,480) (353,107) (535,868) (655,480)
Product software development expenditures 
 (1,145,106)
Cash used in investing activities (914,759) (1,847,409) (779,808) (914,759)
        
Financing activities:  
  
  
  
Net repayments of line of credit facility 
 (1,400,000)
Dividends paid to stockholders (1,771,849) (1,771,850) (1,771,849) (1,771,849)
Cash used in financing activities (1,771,849) (3,171,850) (1,771,849) (1,771,849)
        
Net increase (decrease) in cash and cash equivalents 809,609
 (110,515)
Net increase in cash and cash equivalents 1,039,775
 809,609
Cash and cash equivalents at beginning of year 50,027
 160,542
 859,636
 50,027
Cash and cash equivalents at end of year $859,636
 $50,027
 $1,899,411
 $859,636
 
The accompanying notes are an integral part of these consolidated financial statements.


2122




KOSS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
 Common Stock Paid in Retained   Common Stock Paid in Retained  
 Shares Amount Capital Earnings Total Shares Amount Capital Earnings Total
Balance, July 1, 2011 7,382,706
 $36,914
 $2,144,416
 $13,264,721
 $15,446,051
Net income 
 
 
 2,940,415
 2,940,415
Dividends declared 
 
 
 (1,771,850) (1,771,850)
Stock-based compensation expense 
 
 480,623
 
 480,623
Balance, June 30, 2012 7,382,706
 $36,914
 $2,625,039
 $14,433,286
 $17,095,239
Balance, July 1, 2012 7,382,706
 $36,914
 $2,625,039
 $14,433,286
 $17,095,239
Net income 
 
 
 5,427,715
 5,427,715
 
 
 
 5,427,715
 5,427,715
Dividends declared 
 
 
 (1,771,849) (1,771,849) 
 
 
 (1,771,849) (1,771,849)
Stock-based compensation expense 
 
 583,069
 
 583,069
 
 
 583,069
 
 583,069
Income tax benefit from stock-based compensation 
 
 55,500
 
 55,500
 
 
 55,500
 
 55,500
Balance, June 30, 2013 7,382,706
 $36,914
 $3,263,608
 $18,089,152
 $21,389,674
 7,382,706
 $36,914
 $3,263,608
 $18,089,152
 $21,389,674
Net loss 
 
 
 (5,553,554) (5,553,554)
Dividends declared 
 
 
 (1,328,887) (1,328,887)
Stock-based compensation expense 
 
 684,554
 
 684,554
Income tax benefit from stock-based compensation 
 
 48,080
 
 48,080
Balance, June 30, 2014 7,382,706
 $36,914
 $3,996,242
 $11,206,711
 $15,239,867
 
The accompanying notes are an integral part of these consolidated financial statements.


2223




KOSS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.                                      SIGNIFICANT ACCOUNTING POLICIES
 
NATURE OF BUSINESS — Koss Corporation (“Koss”), a Delaware corporation, and its former 100%-owned subsidiary (collectively the “Company”), a Delaware corporation, reports its finances as a single reporting segment, as the Company’s principal business line is the design, manufacture and sale of stereo headphones and related accessories.  The Company leases its plant and office in Milwaukee, Wisconsin.  In addition, the Company has more than 300200 domestic dealers and its products are carried by approximately 17,00024,000 domestic retailers and numerous retailers worldwide.  International markets are served by domestic sales representatives and a sales office in SwitzerlandIreland which utilizes independent distributors in several foreign countries.  The Company hadhas one subsidiary, Koss Classics Ltd. (“U.K. Limited ("Koss Classics”UK"), which was dissolvedformed in the three monthsyear ended SeptemberJune 30, 2011.2014 to comply with certain European Union (EU) requirements. Koss U.K. is non-operating and holds no assets.
 
BASIS OF CONSOLIDATION — The consolidated financial statements include the accounts of Koss and its subsidiary, Koss Classics,UK, which wasis a 100%-owned subsidiary.  All significant intercompany accounts and transactions have been eliminated.
 
REVENUE RECOGNITION — Revenue is recognized by the Company upon shipment of product, which is generally when title passes to the customer, the price is fixed and collectibility is reasonably assured.  Provisions for slotting fees, cooperative advertising programs, rebates, sales discounts, estimated returns and allowances, and other estimated costs are provided for in the same period the sales are recorded.  These provisions are recorded as a reduction to sales.
 
SHIPPING AND HANDLING FEES AND COSTS — Shipping and handling costs charged to customers have been included in net sales. Shipping and handling costs incurred by the Company have been included in cost of goods sold.
 
RESEARCH AND DEVELOPMENT — Research and development activities charged to operations as a component of selling, general and administrative expenses in the accompanying Consolidated Statements of IncomeOperations amounted to $1,024,885 in fiscal year 2014 and $1,436,493 in fiscal year 2013 and $1,306,065 in fiscal year 2012.2013.
 
ADVERTISING COSTS — Advertising costs included within selling, general and administrative expenses in the accompanying consolidated statementsConsolidated Statements of incomeOperations were $211,196 in 2014 and $230,455 in 2013 and $116,610 in 2012.2013.  Such costs are expensed as incurred.

INCOME TAXES — The Company operates as a C Corporation under the Internal Revenue Code of 1986, as amended (the “Code”).  Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws.  Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred income tax assets and liabilities are adjusted through the provision for income taxes. The differences relate principally to different methods used for depreciation and amortization for income tax purposes, net operating losses, capitalization requirements of the Code, allowances for doubtful accounts, inventory valuation methods, unauthorized transactions, stock basedstock-based compensation, warranty reserves, and other income tax related carryforwards. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.
 
INCOME (LOSS) PER COMMON AND COMMON STOCK EQUIVALENT SHARE — Income (loss) per common and common stock equivalent share is calculated under the provisions of Topic 260 in the Accounting Standards Codification ("ASC") which provides for calculation of “basic” and “diluted” income (loss) per share.  Basic income (loss) per common and common stock equivalent share includes no dilution and is computed by dividing net income by the weighted average common shares outstanding for the period.  Diluted income (loss) per common and common stock equivalent share reflects the potential dilution of securities that could share in the earnings of an entity. See Note 14 for additional information on income (loss) per common and common stock equivalent share.
 
CASH AND CASH EQUIVALENTS — The Company considers depository accounts and investments with a maturity at the date of acquisition and expected usage of three months or less to be cash and cash equivalents.  The Company maintains its cash on deposit at commercial banks located in the United States of America.  The Company periodically has cash balances in excess of insured amounts.  The Company has not experienced and does not expect to incur any losses on these deposits.
 

2324



ACCOUNTS RECEIVABLE — Accounts receivable consists of unsecured trade receivables due from customers.  An allowance for doubtful accounts is recorded for significant past due receivable balances based on a review of the past due item, general economic conditions and the insurance coverage in place.  See Note 3 for additional information on accounts receivable.
 
INVENTORIES — The Company’s inventory was valued at the lower of last-in, first-out (“LIFO”) cost or market.  The carrying value of inventory is reviewed for impairment on at least a quarterly basis or more frequently if warranted due to changes in market conditions. See Note 45 for additional information on inventory.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS — Equipment and leasehold improvements are stated at cost.  Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the respective assets.  Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.  Major expenditures for property and equipment and significant renewals are capitalized.  Maintenance, repairs and minor renewals are expensed as incurred.  When assets are retired or otherwise disposed of, their costs and related accumulated depreciation and amortization are removed from the accounts and any resulting gains or losses are included in operations.
 
PRODUCT SOFTWARE DEVELOPMENT COSTSEXPENDITURES — The Company follows the guidance of ASC 985-20 “Costs of Software to be Sold, Leased, or Marketed” when capitalizing software development costsexpenditures associated with software embedded in or to be incorporated into its products.  The cost of purchased software technology is capitalized and stated at the lower of unamortized cost or expected net realizable value.  At a minimum, we review for impairment on a quarterly basis.  Amortization is being recorded over a three year period or a fixed amount per unit sold, whichever is greater. See Note 67 for additional information.
 
LIFE INSURANCE POLICIES — Life insurance policies are stated at cash surrender value or at the amount the Company would receive in the case of split-dollar arrangements.  Increases in cash surrender value are included in selling, general and administrative expenses in the Consolidated Statements of Income,Operations, which is where the annual premiums are recorded. 
 
PRODUCT WARRANTY OBLIGATIONS — Estimated future warranty costs related to products are charged to cost of goods sold during the period the related revenue is recognized. The product warranty liability reflects the Company’s best estimate of probable obligations under those warranties. See Note 1011 for additional information on product warranty obligations.
 
DEFERRED COMPENSATION — The Company’s deferred compensation liabilities are for a current and former officer and are calculated based on compensation, years of service and mortality tables.  The related expense is calculated using the net present value of the expected payments and is included in selling, general and administrative expenses in the Consolidated Statements of Income.Operations. See Note 1112 for additional information on deferred compensation.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS — Cash and cash equivalents, accounts receivable and accounts payable approximate fair value based on the short maturity of these instruments.
 
IMPAIRMENT OF LONG-LIVED ASSETS — The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.  The Company evaluates the recoverability of equipment and leasehold improvements annually or more frequently if events or circumstances indicate that an asset might be impaired.  If an asset is considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value.  Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.  Management determines fair value using a discountedundiscounted future cash flow analysis or other accepted valuation techniques.  Management believes that there has not been anyThe Company recorded an impairment of capitalized software in the Company’syear ended June 30, 2014, detailed in Note 4. No impairments of the Company's long-lived assets as of were recorded in the year ended June 30, 2013 and 2012.2013.
 
LEGAL COSTS — All legal costs related to litigation are charged to operations as incurred, except settlements, which are expensed when a claim is probable and can be estimated.  Recoveries of legal costs are recorded when the amount and items to be paid are confirmed by the insurance company.  Proceeds from the settlement of legal disputes are recorded in income when the amounts are determinable and the collection is reasonably assured.certain.

STOCK-BASED COMPENSATION — The Company has a stock-based employee compensation plan, which is described more fully in Note 14.15.  The Company accounts for stock-based compensation in accordance with ASC 718 "Compensation - Stock Compensation".  Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. 

2425



USE OF ESTIMATES — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
RECLASSIFICATIONS — Certain amounts previously reported have been reclassified to conform to the current presentation.

2.             UNAUTHORIZED TRANSACTION RELATED RECOVERIES
 
In December 2009, the Company learned of significant unauthorized transactions which totaled approximately $31,500,000 from fiscal years 2005 through December 2009 as previously reported.  The Company has ongoing costs and recoveries associated with the unauthorized transactions. For the years ended June 30, 20132014 and 2012,2013, the costs incurred were for legal defense costs and legal fees related to claims initiated against third parties (see Note 20)21). The Company has received various recoveries related to the unauthorized transactions which are summarized below. The insurance proceeds covered the majority of the legal defense costs relating to defending the actions and investigations against the Company. The Company will continue to incur legal fees for the claims initiated against third parties. There have been other recoveries of the assets previously owned and forfeited by the former Vice President of Finance. The Company expects to receive additional forfeiture related funds in the fiscal year ended June 30, 2014.2015.  However, the remaining amounts to be received are not expected to be significant. For the years ended June 30, 20132014 and 2012, these2013, the costs and recoveries were as follows:
 2013 2012 2014 2013
Legal fees incurred $2,598,454
 $987,285
 $388,287
 $2,598,454
        
Recoveries:        
Insurance proceeds (15,014) (867,711) 
 (15,014)
Gross proceeds from the settlement of the third party lawsuit (8,500,000) 
 
 (8,500,000)
401(k) and KESOT proceeds 
 (229,510)
Proceeds from asset forfeitures (1,670,487) (1,118,463) (1,134,082) (1,670,487)
CEO bonus reimbursements 
 (242,419)
Total recoveries (10,185,501) (2,458,103) (1,134,082) (10,185,501)
        
Unauthorized transaction related recoveries, net $(7,587,047) $(1,470,818)
Unauthorized transaction related costs and recoveries, net $(745,795) $(7,587,047)

3.                                      ACCOUNTS RECEIVABLE
 
Accounts receivable includes unsecured trade receivables due from customers.  In addition, at June 30, 2013,, accounts receivable included $8,500,000 of proceeds from the settlement of the lawsuit against a third party (see Notes 2 and 20)21).

The Company performs credit evaluations of its customers and does not require collateral to establish an account receivable.  The majority of open accounts, excluding primarily Wal-Mart, are covered by credit insurance. Accounts receivable from our two largest customers represented 20.5%11.0% and 31.4%20.5% of gross trade accounts receivable as of June 30, 20132014 and 2012,2013, respectively.

The Company evaluates collectibility of accounts receivable based on a number of factors.  Accounts receivable are considered to be past due if unpaid one day after their due date.  An allowance for doubtful accounts is recorded for past due receivable balances based on a review of the past due item and general economic conditions and the insurance coverage in place.conditions.  The Company writes off accounts receivable when they become uncollectible.  There were no recoveriesThe Company recovered $112,417 of previously written-off accounts receivable during fiscal 2013 or2014 and there were no recoveries of previously written off accounts receivable during fiscal 2012.2013.  Changes in the allowance for doubtful accounts were as follows:

Fiscal Year Ended
June 30,
 
Balance,
beginning
of year
 
Provision
charged to
expense
 
Amounts
written-off
 
Balance,
end of year
 
Balance,
beginning
of year
 
Provision
charged to
expense
 
Amounts
written-off
 
Balance,
end of year
2014 $43,405
 (182,020) 159,116
 $20,501
2013 $31,559
 13,561
 (1,715) $43,405
 $31,559
 13,561
 (1,715) $43,405
2012 $278,828
 135,320
 (382,589) $31,559


25



The vast majority of international customers, outside of Canada, are sold to on a cash against documents or cash in advance basis. Approximately 16%14% and 32%16% of the Company's trade accounts receivable at June 30, 20132014 and 2012,2013, were foreign receivables denominated in U.S. dollars.

26




4.IMPAIRMENT OF CAPITALIZED SOFTWARE, INVENTORY AND RELATED ITEMS

The Company recorded an impairment charge in the Consolidated Statements of Operations line item titled "Impairment of capitalized software, inventory and related items" during the fiscal year ended 2014. The impairment is detailed in the following table:
  2014
Product software development expenditures $2,308,752
Inventories 3,451,911
Product design costs 246,588
Tooling 298,696
Impairment of capitalized software, inventory and related items $6,305,947

The Company determined that the capitalized software needed to be replaced by a new architecture under development, which began in the three months ended December 31, 2013. As a result, the remaining value of the capitalized software was expensed for the three months ended December 31, 2013. In conjunction with the review of the capitalized software, it was determined that certain inventory items were obsolete or the Company had quantities that are not expected to be used over the product forecast period. These inventory items are included net of expected recoveries. Product design costs and assumed liabilities to wrap up the current architecture design were expensed. Tooling related to products that are no longer expected to be launched was expensed. Additional review, which was completed in the three months ended June 30, 2014, indicated that the remaining inventory and tooling should be expensed as these products are not expected to be sold in the current design configuration.

4.5.                                      INVENTORIES
 
As of June 30, 20132014 and 2012,2013, the Company’s inventory was valued using the lower of last-in, first-out (“LIFO”) cost or market.  If the first-in, first-out (“FIFO”) method of inventory accounting had been used by the Company for inventories valued at LIFO, inventories would have been $1,313,4981,172,262 and $1,158,1191,313,498 higher than reported at June 30, 20132014 and 2012,2013, respectively. 
 
The components of inventories at June 30, 2014 and 2013 were as follows:
 2013 2012 2014 2013
Raw materials $5,019,597
 $3,922,643
 $5,593,159
 $5,019,597
Work-in process 
 32,045
Finished goods 6,690,301
 6,311,414
 6,327,221
 6,690,301
 11,709,898
 10,266,102
 11,920,380
 11,709,898
Reserve for obsolete inventory (1,208,726) (869,752) (4,865,448) (1,208,726)
Total inventories $10,501,172
 $9,396,350
 $7,054,932
 $10,501,172

5.6.             EQUIPMENT AND LEASEHOLD IMPROVEMENTS
 
The major categories of equipment and leasehold improvements at June 30, 20132014 and 20122013 are summarized as follows:
 
 
Estimated
useful lives
 2013 2012 
Estimated
useful lives
 2014 2013
Machinery and equipment 5-10 years $527,450
 $527,450
 5-10 years $675,670
 $527,450
Furniture and office equipment 5-10 years 374,616
 298,809
 5-10 years 374,616
 374,616
Tooling 5 years 3,363,464
 3,180,586
 5 years 3,607,314
 3,363,464
Display booths 5-7 years 287,180
 287,180
 5-7 years 287,180
 287,180
Computer equipment 3-5 years 1,401,056
 1,370,185
 3-5 years 1,414,517
 1,401,056
Leasehold improvements 7-10 years 2,288,706
 2,058,805
 7-10 years 2,288,706
 2,288,706
Assets in progress N/A 318,758
 395,035
 N/A 259,328
 318,758
   8,561,230
 8,118,050
   8,907,331
 8,561,230
Less: accumulated depreciation and amortization   6,223,248
 5,383,024
   7,066,840
 6,223,248
Equipment and leasehold improvements, net   $2,337,982
 $2,735,026
   $1,840,491
 $2,337,982

2627




6.7.                                      PRODUCT SOFTWARE DEVELOPMENT EXPENDITURES
 
The Company follows the guidance of ASC 985-20 “Costs of Software to be Sold, Leased, or Marketed” when capitalizing software development costs associated with software embedded in or to be incorporated into its products.  The cost of purchased software technology is capitalized and stated at the lower of unamortized cost or expected net realizable value.  Software is subject to rapid technological obsolescence and future revenue estimates supporting the capitalized software cost can be negatively affected based upon competitive products, services and pricing.  Such adverse developments could reduce the estimated net realizable value of our product software development costs and could result in impairment or a shorter estimated life.  Such events would require us to take a charge in the period in which the event occurs or to increase the amortization expense in future periods and would have a negative effect on our results of operations. At a minimum, we review for impairment on a quarterly basis. 

The Company launched a new product offering in 2012 and began amortization of the related capitalized software. Amortization iswas being recorded over a three year period or a fixed amount per unit sold, whichever is greater. In the quarter ending December 31, 2013, the Company determined that the capitalized software needed to be replaced by a new architecture under development. As a result, the remaining asset value of $2,308,752 was expensed as of December 31, 2013 (charged to the Consolidated Statements of Operations line item titled "Impairment of capitalized software, inventory, and related items" which is detailed in Note 4). The Company continues to believe in the viability of this technology but has temporarily suspended its research and development effort until the base business is restored to more profitable levels.

Changes in the product software development costs net of accumulated amortization were as follows:

Fiscal Year Ended
June 30,
 
Balance,
beginning
of year
 Capitalized software costs Amortization charged to expense 
Balance,
end of year
2013 $4,231,609
 
 (1,558,318) $2,673,291
2012 $3,229,370
 1,145,106
 (142,867) $4,231,609

Future amortization of capitalized software costs is expected to be approximately $1,458,159 in fiscal year 2014 and $1,215,132 in fiscal year 2015.
Fiscal Year Ended
June 30,
 
Balance,
beginning
of year
 Amortization charged to expense Impairment charged to expense 
Balance,
end of year
2014 $2,673,291
 (364,539) (2,308,752) $
2013 $4,231,609
 (1,558,318) 
 $2,673,291

7.8.             INCOME TAXES
 
The Company utilizes the liability method of accounting for income taxes.  The liability method measures the expected income tax impact of future taxable income and deductions implicit in the consolidated balance sheets.  The income tax provision in 20132014 and 20122013 consisted of the following:
 
Year Ended June 30, 2013 2012 2014 2013
Current:  
  
  
  
Federal $1,697,085
 $953,682
 $(1,863,204) $1,697,085
State (156,039) (194,875) 69,984
 (156,039)
Deferred 729,720
 341,284
 (2,608,369) 729,720
Total income tax provision $2,270,766
 $1,100,091
Total income tax provision (benefit) $(4,401,589) $2,270,766
 

The 20132014 and 20122013 tax results in an effective rate different than the federal statutory rate because of the following:
 
Year Ended June 30, 2013 2012
Federal income tax expense at statutory rate $2,617,484
 $1,373,772
State income tax expense, net of federal income tax benefit 147,516
 80,810
Increase (decrease) in valuation allowance 21,890
 (471,254)
Research and development credits 
 (34,835)
Stock-based compensation 49,561
 32,442
Adjustments for unrecognized tax benefits (449,938) 
Other (115,747) 119,156
Total income tax provision $2,270,766
 $1,100,091
Year Ended June 30, 2014 2013
Federal income tax expense (benefit) at statutory rate $(3,382,307) $2,617,484
State income tax expense (benefit), net of federal income tax benefit (285,802) 147,516
Increase in valuation allowance 148,000
 21,890
Stock-based compensation 58,187
 49,561
Adjustments for unrecognized tax benefits (546,113) (449,938)
Federal income tax credits (187,349) 
Other (206,205) (115,747)
Total income tax provision (benefit) $(4,401,589) $2,270,766
 

2728



Temporary differences which give rise to deferred income tax assets and liabilities at June 30, 2014 and June 30, 2013 include:
 
 2013 2012 2014 2013
Deferred income tax assets:  
  
  
  
Deferred compensation $886,750
 $812,639
 $858,434
 $886,750
Stock-based compensation 524,387
 362,585
 714,350
 524,387
Accrued expenses and reserves 1,177,771
 1,249,817
 2,701,144
 1,177,771
Package design and trademarks 
 46,997
Unauthorized transactions 
 458,284
Federal and state net operating loss carryforwards 267,944
 1,500,198
 371,744
 267,944
AMT and research and development credit carryforwards 
 153,045
Valuation allowance (222,409) (200,486) (370,409) (222,409)
Total deferred income tax asset 2,634,443
 4,383,079
Other 22,806
 
Total deferred income tax assets 4,298,069
 2,634,443
        
Deferred income tax liabilities:  
  
  
  
Equipment and leasehold improvements (22,025) (466,250) (98,717) (22,025)
Capitalized research and development costs (1,015,838) (1,592,415) 
 (1,015,838)
Other (5,597) (3,711) 
 (5,597)
Net deferred income tax asset $1,590,983
 $2,320,703
Net deferred income tax assets $4,199,352
 $1,590,983


Deferred income tax assets as presented on the consolidated balance sheets:
 
 2013 2012 2014 2013
Current deferred income tax assets $1,171,453
 $963,303
 $2,576,023
 $1,171,453
Noncurrent deferred income tax assets 419,530
 1,357,400
 1,623,329
 419,530
Net deferred income tax assets $1,590,983
 $2,320,703
 $4,199,352
 $1,590,983
 
Deferred income tax balances reflect the effects of temporary differences between the tax bases of assets and liabilities and their carrying amounts.  These differences are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered.  The recognition of these deferred tax balances will be realized through normal recurring operations and, as such, the Company has recorded the full value of such expected benefits. The Company utilized all of the federal net operating loss carryforwards in the fiscal year ended and will carry back the net operating loss generated in the current year to fiscal year ended June 30, 2013. The Company has net operating loss carryforwards in the state of Wisconsin totaling $$5,470,820 of which 3,997,796$4,096,353 whichand $1,374,467 will expire in fiscal yearyears 20252026. and 2030, respectively.
 
ASC Topic 740 "Income Taxes" prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return.  There were no additional significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded on the Company’s consolidated financial statements for the year ended June 30, 2013.2014.  As part of the unauthorized transactions, the Company has accrued interest of $49,1500 and $150,62449,150 as of June 30, 20132014 and 2013, respectively. 2012, respectively.
 2013 2012 2014 2013
Accrued interest at beginning of year $150,624
 $498,806
 $49,150
 $150,624
Interest charges to expense 44,014
 44,015
 24,575
 44,014
Interest charges paid 
 (140,712)
Interest charges reversed (145,488) (251,485) (73,725) (145,488)
Accrued interest at end of year $49,150
 $150,624
 $
 $49,150
 
Additionally, ASC Topic 740 provides guidance on the recognition of interest and penalties related to income taxes.  There were no penalties related to income taxes that have been accrued or recognized as of and for the years ended June 30, 20132014 and 2012.2013.  The Company records interest related to unrecognized tax benefits in interest expense.  For the year ended June 30, 2013,2014, the Company decreased the interest it had accrued related to its tax reporting of the unauthorized transactions. The Company reversed the accrued interest related to the tax return that was filed for the year ended June 30, 20072008 because the

28



statute of limitations expired for this return. During the year ended June 30, 2013, the Company accrued interest related to the tax reporting of the unauthorized transactions for years ending after June 30, 2007.
 

29




A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
 2013 2012 2014 2013
Unrecognized tax benefits at beginning of year $1,146,051
 $599,938
 $696,113
 $1,146,051
Gross increases - tax positions in prior years 
 546,113
 25,000
 
Reductions due to lapse in statute (249,938) 
 (546,113) (249,938)
Reductions based on settlements with taxing authorities (200,000) 
 
 (200,000)
Unrecognized tax benefits at end of year $696,113
 $1,146,051
 $175,000
 $696,113
 
All of the Company's unrecognized tax benefits as of June 30, 20132014 and 20122013 would affect the effective tax rate. During the next twelve months, it is reasonably possible that federal and state tax audit resolutions could reduce unrecognized tax benefits and income tax expense by up to $550,000, either because the Company's tax positions are sustained on audit or settled, or the applicable statute of limitations closes.

The Company files income tax returns in the United States federal jurisdiction and in several state jurisdictions.  The Company’s federal tax returns through tax year June 30, 20072010 are settled and the income tax returns for tax years beginning July 1, 20072010 are open.  For states in which the Company files state income tax returns, the statue of limitations is generally open for tax years ended June 30, 20082010 and forward.  The CompanyCompany's Federal return for the fiscal year ended June 30, 2013 is not currently under examination in any jurisdiction.examination.

The following are the changes in the valuation allowance:
 
Year Ended June 30, 
Balance,
beginning
of year
 
Increase in
valuation
allowance
 
Release of
valuation
allowance
 
Balance,
end of year
 
Balance,
beginning
of year
 
Increase in
valuation
allowance
 
Release of
valuation
allowance
 
Balance,
end of year
2014 $(222,409) (148,000) 
 $(370,409)
2013 $(200,486) (21,923) 
 $(222,409) $(200,486) (21,923) 
 $(222,409)
2012 $(671,740) 
 471,254
 $(200,486)

8.9.                                      CREDIT FACILITY
 
On May 12, 2010, the Company entered into a secured credit facility with JPMorgan Chase Bank, N.A. (“Lender”).  The Credit Agreement dated May 12, 2010 between the Company and the Lender (“Credit Agreement”) providesprovided for an $8,000,000 revolving secured credit facility with interest rates either ranging from 0.0% to 0.75% over the Lender’s most recently publicly announced prime rate or 2.0% to 3.0% over LIBOR, depending on the Company’s leverage ratio.  The Company pays a fee ofbetween 0.3% to 0.45% for unused amounts committed in the credit facility.  On July 24, 2013, the Credit Agreement was amended to extend the expiration to July 31, 2015. On July 23, 2014, the Credit Agreement was amended to reduce the facility to $5,000,000 and to amend certain financial covenants. In addition to the revolving loans, the Credit Agreement also provides that the Company may, from time to time, request the Lender to issue letters of credit for the benefit of the Company of up to a sublimit of $2,000,000 and subject to certain other limitations.  The loans may be used only for general corporate purposes of the Company.
 
The Credit Agreement contains certain affirmative, negative and financial covenants customary for financings of this type.  The negative covenants include restrictions on other indebtedness, liens, fundamental changes, certain investments, asset sales, sale and leaseback transactions and transactions with affiliates, among other restrictions.  The amended financial covenants include a minimum current ratio,EBITDA and minimum tangible net worth and maximum leverage ratio requirements.  The Company and the Lender also entered into the Pledge and Security Agreement dated May 12, 2010 under which the Company granted the Lender a security interest in substantially all of the Company’s assets in connection with the Company’s obligations under the Credit Agreement. The balance on this facility was $0 as of June 30, 20132014 and 2013.2012.


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9.10.                                      ACCRUED LIABILITIES
 
Accrued liabilities for the years ended June 30, 20132014 and 20122013 are as follows:
 
 2013 2012 2014 2013
Legal and professional fees $2,234,584
 $191,986
 $79,900
 $2,234,584
Customer credit balances 1,988,052
 
Cooperative advertising and promotion allowances 622,695
 679,097
 750,433
 622,695
Accrued severance 123,720
 
Accrued returns 179,723
 395,193
 89,663
 179,723
Product warranty obligations 371,500
 378,500
 385,852
 371,500
Interest 53,692
 153,314
 
 53,692
Employee benefits 131,905
 134,065
 129,518
 131,905
Management bonuses and profit-sharing 845,762
 180,865
 37,500
 845,762
Sales commissions and bonuses 197,914
 172,346
 148,278
 197,914
Other 67,679
 89,058
 120,557
 67,679
 4,705,454
 $2,374,424
 3,853,473
 $4,705,454

Customer credit balances relate to customer returns in process as of year ended June 30, 2014. These credit balances will be refunded to customers in the year ended June 30, 2015 if there are not sufficient new sales with those customers to offset the credit balances. Accrued severance relates to the suspension of operations at the facility in Juarez, Mexico.

10.11.           PRODUCT WARRANTY OBLIGATIONS
 
The Company records a liability for product warranty obligations at the time of sale based upon historical warranty experience.  The majority of the Company’s products carry a lifetime warranty except for the recently launched Striva product line which has a 90 day warranty. The Company also records a liability for specific warranty matters when they become known and are reasonably estimated.  The Company’s current and non-current product warranty obligations are included in accrued liabilities and other liabilities, respectively, in the consolidated balance sheets.  However, the Company is continuously releasing new and more complex and technologically advanced products. Even though some of these products have a shorter warranty period, it is at least reasonably possible that products could be released with certain unknown quality or design problems resulting in higher than expected warranty and related costs. These costs could have a materially adverse effect on the Company's results of operations and financial condition in the near term.

Changes to the product warranty obligations for the years ended June 30, 20132014 and 20122013 are as follows:
Year Ended June 30, 
Balance,
beginning
of year
 
Provision
charged to
expense
 
Warranty
expenses
incurred
 
Balance,
end of year
 
Balance,
beginning
of year
 
Provision
charged to
expense
 
Warranty
expenses
incurred
 
Balance,
end of year
2014 $1,111,500
 97,300
 (486,176) $722,624
2013 $1,132,500
 541,585
 (562,585) $1,111,500
 $1,132,500
 541,585
 (562,585) $1,111,500
2012 $1,164,108
 633,956
 (665,564) $1,132,500

11.12.                                DEFERRED COMPENSATION
 
The Company has deferred compensation agreements with a former and current officer. The related expense is calculated using the net present value of the expected payments and is included in selling, general and administrative expenses in the Consolidated Statements of Income.Operations. The net present value was calculated for the former officer using a discount factor of 2.06%2.60% and 5.60%2.06% as of June 30, 20132014 and 2012,2013, respectively. The net present value was calculated for the current officer using a discount factor of 4.85%4.62% and 5.60%4.85% at June 30, 20132014 and 2012,2013, respectively.
 
The Board of Directors entered into an agreement to continue the Chairman’s 1991 base salary for the remainder of his life.  These payments begin upon the Chairman’s retirement, and since the Chairman has not retired, he is not currently receiving any payments under this arrangement.  The Company has a deferred compensation liability of $501,923$704,306 and $622,503$501,923 recorded as of June 30, 20132014 and 2012,2013, respectively.  Deferred compensation expense reversal of $120,580$202,383 was recognized under this arrangement in 20132014 and deferred compensation expense reversal of $46,038$120,580 was recognized in 2012.2013.
 

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The Board of Directors has approved a supplemental retirement plan with an officer that calls for annual cash compensation following retirement from the Company in an amount equal to 2% of base salary, as defined in the agreement, multiplied by the number of years of service to the Company.  The retirement payments are to be paid monthly to the officer until his death and then to his surviving spouse monthly until her death.  The Company has a deferred compensation liability of $1,873,627$1,615,785 and $1,573,817$1,873,627 recorded as of June 30, 20132014 and 2012,2013, respectively.  Deferred compensation expense reversal of $299,810 and $171,964257,842 was recognized under this arrangement in 2014 and deferred compensation expense of 2013$299,810 and 2012,was recognized under this arrangement in 2013, respectively.
 
The Company uses life insurance policies to provide funds to meet its deferred compensation obligations.

12.13.    INTEREST EXPENSE

The Company incurs interest expense primarily related to its secured credit facility (see Note 8) and to its liabilities for its tax positions related to the unauthorized transactions. As the tax returns have been settled and statute of limitations have expired, the accrued interest expense on certain items has been reversed. Interest expense detail was as follows for the fiscal years ended June 30, 20132014 and 2012,2013, respectively:
 2013 2012 2014 2013
Interest expense on secured credit facility $(44,993) $(81,204)
Interest benefit (expense) on secured credit facility $587
 $(44,993)
Interest expense for tax positions related to unauthorized transactions (44,014) (44,015) (24,575) (44,014)
Interest reversals for tax positions related to unauthorized transactions 145,488
 251,485
 73,725
 145,488
Other interest expense (402) (1,843) (148) (391)
Interest expense $56,079
 $124,423
Interest reversal $49,589
 $56,090

13.14.             INCOME (LOSS) PER COMMON AND COMMON STOCK EQUIVALENT SHARE
 
Basic income (loss) per share is computed based on the weighted-average number of common shares outstanding.  The weighted-average number of common shares outstanding was 7,382,706 for the years ended June 30, 20132014 and 2012.2013.  When dilutive, stock options are included in income (loss) per share as share equivalents using the treasury stock method.  For the years ended June 30, 20132014 and 20122013 there were no common stock equivalents related to stock option grants that were included in the computation of the weighted-average number of shares outstanding for diluted income (loss) per share.  Shares under option of 1,741,0002,066,000 and 1,514,3081,741,000 were excluded from the diluted weighted average common shares outstanding for the years ended June 30, 20132014 and 2012,2013, respectively, as they would be anti-dilutive.

14.15.                                      STOCK OPTIONS
 
In 2012, pursuant to the recommendation of the Board of Directors, the stockholders ratified the creation of the Company’s 2012 Omnibus Incentive Plan (the “2012 Plan”), which superseded the 1990 Flexible Incentive Plan (the "1990 Plan").  The 2012 Plan is administered by a committee of the Board of Directors and provides for granting of various stock-based awards including stock options to eligible participants, primarily officers and certain key employees.  A total of 2,000,000 shares of common stock were available under the terms of the 2012 Plan plus shares outstanding under the 1990 Plan which expire or are otherwise forfeited, canceled or terminated after July 25, 2012, the Effective Date of the 2012 Plan.  As of June 30, 2013,2014, there were 1,773,3081,448,308 options available for future grants.  Options vest over a three to five year period from the date of grant, with a maximum term of five to ten years.

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 expected term of awards granted is determined based on historical experience with similar awards, giving consideration to the expected term and vesting schedules.  The expected volatility is determined based on the Company’s historical stock prices over the most recent period commensurate with the expected term of the award.  The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term commensurate with the expected term of the award.  Expected pre-vesting option forfeitures are based on historical data.
 
As of June 30, 2013,2014, there was approximately $1,235,324$1,119,787 of total unrecognized compensation cost related to stock options granted under the 2012 Plan and 1990 Plan.  This cost is expected to be recognized over a weighted average period of 2.712.58 years.  Total unrecognized compensation cost will be adjusted for any future changes in estimated and actual forfeitures.   The

32



Company recognized stock-based compensation expense of $583,069$684,554 and $480,623$583,069 in 20132014 and 2012,2013, respectively.  These expenses were included in selling, general and administrative expenses.
 

31



There was no cash received from stock option exercises during 20132014 or 2012.2013.
 
The per share weighted average fair value of the stock options granted during the years ended June 30, 2014 and 2013 were $1.47 and 2012 were $1.67 and $1.99, respectively.  The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model.  For the options granted in 20132014 and 2012,2013, the Company used the following weighted-average assumptions:
 2013 2012 2014 2013
Expected stock price volatility 58% 56% 47% 58%
Risk free interest rate 0.52% 1.31% 1.27% 0.52%
Expected dividend yield 4.00% 4.00% 4.00% 4.00%
Expected forfeitures 1.50% 1.50% 1.50% 1.50%
Expected life of options 4.6 years
 4.7 years
 4.6 years
 4.6 years


The following table identifies options granted, exercised, canceled, or available for exercise pursuant to the 1990 Plan and the 2012 Plan:
 
 Number of
Shares
 Stock
Options
Price Range
 Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Contractual
Life - Years
 Aggregate
Intrinsic
Value of
In-The-
Money
Options
 Number of
Shares
 Stock
Options
Price Range
 Weighted
Average
Exercise
Price
 Weighted
Average
Remaining
Contractual
Life - Years
 Aggregate
Intrinsic
Value of
In-The-
Money
Options
Shares under option at July 1, 2011 1,334,308
 $3.90 - $13.09 $7.61
 4.01 $349,400
Granted 480,000
 $5.05 - $6.60 $6.24
    
Exercised 
  
    
Expired (140,000) $8.40 - $10.71 10.38
    
Forfeited (160,000) 6.91 $6.91
    
Shares under option at June 30, 2012 1,514,308
 $3.90 - $13.09 $6.99
 4.36 $88,352
Shares under option at July 1, 2012 1,514,308
 $3.90 - $13.09 $6.99
 4.36 $88,352
Granted 430,000
 $4.97 - $5.47 $5.29
    
 430,000
 $4.97 - $5.47 $5.29
    
Exercised 
  
    
 
  
    
Expired (203,308) $7.88 - $8.53 $8.45
    
 (203,308) $7.88 - $8.53 8.45
    
Forfeited 
  $
    
 
  $
    
Shares under option at June 30, 2013 1,741,000
 $3.90 - $13.09 $6.40
 4.39 $55,160
 1,741,000
 $3.90 - $13.09 $6.40
 4.39 $55,160
Exercisable as of June 30, 2012 617,308
 $3.90 - $13.09 $8.45
    
Granted 445,000
 $5.30 - $5.83 $5.64
    
Exercised 
  
    
Expired (120,000) $11.01 $11.01
    
Forfeited 
  $
    
Shares under option at June 30, 2014 2,066,000
 $3.90 - $13.09 $5.97
 4.13 $
Exercisable as of June 30, 2013 672,582
 $3.90 - $13.09 $7.52
    
 672,582
 $3.90 - $13.09 $7.52
    
Exercisable as of June 30, 2014 904,918
 $3.90 - $13.09 $6.39
    
 

A summary of intrinsic value and cash received from stock option exercises and fair value of vested stock options for the fiscal years ended June 30, 20132014 and 20122013 is as follows:
 
 2013 2012 2014 2013
Total intrinsic value of stock options exercised $
 $
 $
 $
Cash received from stock option exercises $
 $
 $
 $
Total fair value of stock options vested $436,049
 $364,620
 $586,342
 $436,047
 
During the years ended June 30, 20132014 and 20122013 total options of 430,000445,000 and 480,000430,000, respectively, were granted during the year at a price equal to or greater than the market value of the common stock on the date of grant. These options had a weighted-average exercise price of $5.29$5.64 and $6.24$5.29 for the years ended June 30, 20132014 and 2012,2013, respectively.


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15.16.             STOCK PURCHASE AGREEMENTS
 
The Company has an agreement with its Chairman, John C. Koss, in the event of his death, at the request of the executor of his estate, to repurchase his Company common stock from his estate.  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.
 
As of June 30, 2014, the estate of John C. Koss does not hold a material amount of Company stock. As such, there is no exposure that the executor of John C. Koss' estate may require the Company to repurchase a material amount of stock in the event of his death. The fair value of the written put option at June 30, 2014 and 2013 was $0 and 2012 was $154,745 and $135,333, respectively.  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 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.
 
In April 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 amount authorized for repurchase under the program.  As of June 30, 2013,2014, the Board had authorized the repurchase of an aggregate of $45,500,000 of common stock under the stock repurchase program, of which $43,360,247 had been expended. No shares were repurchased in 20132014 or 2012.2013.

16.17.           ADDITIONAL CASH FLOW INFORMATION
 
The net changes in cash as a result of changes in operating assets and liabilities consist of the following:
 
 2013 2012 2014 2013
Accounts receivable $(6,872,186) $679,355
 $9,206,295
 $(6,872,186)
Inventories (1,104,822) (1,529,348) (5,672) (1,104,822)
Income taxes receivable 
 258,292
 (1,109,276) 
Prepaid expenses and other current assets (78,523) (94,288) 317,389
 (78,523)
Income taxes payable 1,641,973
 546,113
 (2,509,444) 1,641,973
Accounts payable (1,918,832) 836,090
 (467,581) (1,918,832)
Accrued liabilities 2,331,030
 (620,232) (851,981) 2,331,030
Other liabilities (14,000) (22,072) (403,228) (14,000)
Net change $(6,015,360) $53,910
 $4,176,502
 $(6,015,360)
        
Net cash (refunded) paid during the year for:  
  
  
  
Income taxes $(92,253) $(45,597) $1,867,181
 $(92,253)
Interest $45,545
 $222,812
 $
 $45,545

17.18.           EMPLOYEE BENEFIT PLANS
 
Substantially all domestic employees are participants in the Koss Employee Stock Ownership Trust (KESOT) under which an annual contribution in either cash or common stock may be made at the discretion of the Board of Directors.  No expense was recorded or cash contributions were made for the fiscal years 20132014 or 20122013. 
 
The Company maintains a retirement savings plan under Section 401(k) of the Internal Revenue Code.  This plan covers all employees of the Company who have completed one full fiscal quarter of service.  Matching contributions can be made at the discretion of the Board of Directors.  For fiscal years 20132014 and 2012,2013, the matching contribution was 100% of employee contributions to the plan.  Vesting of Company contributions occurs immediately.  Company contributions were $425,301 and $424,136 during 2013431,190 and 2012$425,301, during 2014 and 2013, respectively.


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18.19.           FOREIGN SALES AND SIGNIFICANT CUSTOMERS
 
The Company’s net foreign sales amounted to $$9,621,433 during 2014 and $19,393,145 during 2013 and $20,710,632 during 2012.2013.
 
The Company’s sales by country were as follows: 
 2013 2012 2014 2013
United States $16,371,434
 $17,155,135
 $14,219,449
 $16,371,434
Sweden 7,161,327
 9,361,346
 2,310,064
 7,161,327
Canada 1,899,573
 1,223,176
Cyprus 1,975,736
 1,901,601
 1,471,381
 1,975,736
Czech Republic 1,305,239
 1,309,697
Japan 751,912
 758,550
United Kingdom 489,291
 707,724
Malaysia 1,795,059
 534,218
 65,835
 1,795,059
Russia 1,441,484
 1,430,949
 377,135
 1,441,484
Czech Republic 1,309,697
 1,200,374
Canada 1,223,176
 1,220,109
All other countries 4,486,666
 5,062,035
 951,003
 3,020,392
Net sales $35,764,579
 $37,865,767
 $23,840,882
 $35,764,579

Sales during 20132014 and 20122013 to the Company's five largest customers, which are generally large national retailers or foreign distributors, represented approximately 44%37% and 48%44% of the Company's net sales, respectively. Included in these percentages were sales to a single United States customer which represented approximately 9% and 11%of the Company's net sales during 2013in both 2014 and 2012, respectively.2013. Net sales to a single Scandinavian distributor represented approximately 20%10% and 25%20% of the Company's net sales during 20132014 and 2012,2013, respectively. 

19.20.           COMMITMENTS AND CONTINGENCIES
 
The Company leases its facility in Milwaukee, Wisconsin from itsKoss Holdings, LLC, which is wholly-owned by the Company's Chairman.  On May 15, 2012, the lease was renewed for a period of five years, ending June 30, 2018, and is being accounted for as an operating lease.  The lease extension maintained the rent at a fixed rate of $$380,000 per year.  The Company is responsible for all property maintenance, insurance, taxes and other normal expenses related to ownership.  Total rent expense was $380,000 in both 20132014 and 2012.2013.

20.21.           LEGAL MATTERS
 
As of June 30, 2013,2014, the Company is party to the matters related to the unauthorized transactions and the termination of a vendor contract described below:

On February 18, 2010, the Company filed an action against American Express Company, American Express Travel Related Services Company, Inc., AMEX Card Services Company, Decision Science, and Pamela S. Hopkins in Superior Court of Maricopa County, Arizona, case no. CV2010-006631, alleging variousCV2010-006631. The claims ofalleged include aiding and abetting breach of fiduciary duty, aiding and abetting fraud, conversion, and negligenceconversion relating to the unauthorized transactions.  American Express filed a Motion to Dismiss the claims that the Company filed, and the Court granted the Motion to Dismiss.  The Company filed a Motion for New Trial requesting that the Court reconsider its prior ruling that granted the Motion to Dismiss, and the Court denied the Motion for New Trial.  The Company appealed this decision, and the case is currently pending on appeal.
On June 24, 2010, the Company filed an action against its former independent auditor, Grant Thornton, LLP, and Ms. Sachdeva, in Circuit Court of Cook County, Illinois, alleging various claims of accounting malpractice, negligent misrepresentation, and fraud relating to the unauthorized transactions.  In June 2013, the Company executed a settlement agreement that settled this lawsuit and as part of the settlement, the parties provided mutual releases that resolved all claims involvedproceeding in the litigation between the Company and its Directors against Grant Thornton, LLP. PursuantSuperior Court with respect to the settlement, in July 2013 the Company received gross proceeds of $8,500,000, or $6,380,000 net of associated legal fees. See Notes 2 and 3 for more information relating to this recovery.
those claims. 

On December 17, 2010, the Company filed an action against Park Bank in Circuit Court of Milwaukee County, Wisconsin alleging claims of negligence and breach of fiduciary duty relating to the unauthorized transactions. The Company voluntarily dismissed the negligence claim and the case is proceeding in the Circuit Court. 

On March 6, 2014, the Company filed a replevin action against Red Fusion Studios, Inc. ("Red Fusion") in Circuit Court of Milwaukee County, Wisconsin, Case No. 14CV001885, seeking the return of the Company's property and information following the termination of the agreement that the Company had with Red Fusion for the development of the Company's Striva Technology. Red Fusion filed counterclaims relating to fees that Red Fusion alleges it is owed as a result of the termination. The Company has since received most if not all of the property and information that it was seeking. The case is proceeding in the Circuit Court.
 
The ultimate resolution of these matters is not determinable unless otherwise noted.

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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities 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 
  
By:/s/ Michael J. Koss August 23, 201328, 2014
 Michael J. Koss  
 Vice Chairman  
 President  
 Chief Executive Officer  
 Chief Operating Officer  
    
    
By:/s/ David D. Smith August 23, 201328, 2014
 David D. Smith  
 Executive Vice President  
 Chief Financial Officer  
 Principal Accounting Officer  
 Secretary  
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 23, 2013.28, 2014.
 
 
/s/ John C. Koss /s/ Michael J. Koss
John C. Koss, Director Michael J. Koss, Director
   
   
/s/ Lawrence S. Mattson /s/ John J. Stollenwerk
Lawrence S. Mattson, Director John J. Stollenwerk, Director
   
   
/s/ Thomas L. Doerr /s/ Theodore H. Nixon
Thomas L. Doerr, Director Theodore H. Nixon, Director


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EXHIBIT INDEX
 
Exhibit No.Exhibit Description
  
3.1Amended and Restated Certificate of Incorporation of Koss Corporation, as in effect on November 19, 2009. Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2009 and incorporated herein by reference.
  
3.2By-Laws of Koss Corporation. 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.
  
10.1Death 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. *
  
10.2Stock 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. *
  
10.3Salary 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. *
  
10.41983 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. *
  
10.5Assignment 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.
  
10.6Addendum 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.
  
10.7Amendment 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.
  
10.8Partial 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.
  
10.9Restated 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.
  
10.101990 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. *
  
10.11Consent 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. *
  
10.12Credit Agreement dated May 12, 2010, between Koss Corporation and JPMorgan Chase Bank, N.A. Filed as Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and incorporated by reference herein.
  
10.13Pledge and Security Agreement dated May 12, 2010, between Koss Corporation and JPMorgan Chase Bank, N.A. Filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and incorporated by reference herein.
  
10.14Koss Corporation 2012 Omnibus Incentive Plan (Incorporated by reference to Appendix B to Koss Corporation's Definitive Proxy Statement on Schedule 14A filed on August 27, 2012). *

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10.15Amendment No. 2 dated July 24, 2013 to Credit Agreement dated May 12, 2010, between Koss Corporation and JPMorgan Chase Bank, N.A. **
10.16Amendment No. 3 dated July 23, 2014 to Credit Agreement dated May 12, 2010, between Koss Corporation and JPMorgan Chase Bank, N.A. **
  
14Koss Corporation Code of Ethics. Filed as Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 and incorporated by reference herein.
23.1Consent of Baker Tilly Virchow Krause, LLP. **
  
31.1Rule 13a -14(a)/15d-14(a) Certification of Chief Executive Officer. **
  
31.2Rule 13a -14(a)/15d-14(a) Certification of Chief Financial Officer. **
  
32.1Section 1350 Certification of Chief Executive Officer. ***
  
32.2Section 1350 Certification of Chief Financial Officer. ***
101The following financial information from Koss Corporation's Annual Report on Form 10-K for the year ended June 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended June 30, 2014 and 2013, (ii) Consolidated Balance Sheets as of June 30, 2014 and 2013, (iii) Consolidated Statements of Cash Flows for the years ended June 30, 2014 and 2013, (iv) Consolidated Statements of Stockholders' Equity for the years ended June 30, 2014 and 2013 and (v) the Notes to Consolidated Financial Statements. **

__________________________
* Denotes a management contract or compensatory plan or arrangement
** Filed herewith
*** Furnished herewith


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