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SECURITIES AND EXCHANGE COMMISSION  Form 10-Q [X]
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended September 30, 2004
  [   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 0-3295  KOSS CORPORATION  A DELAWARE CORPORATION
    
    39-1168275(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 4129 North Port Washington Avenue, Milwaukee, Wisconsin
    
    53212(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code:
    
    (414) 964-5000
 Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X]    NO [   ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [   ]     NO [X] At September 30, 2004, there were 3,696,525 shares outstanding of the
registrants common stock, $0.005 par value per share. 1 of 20




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KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q
September 30, 2004 INDEX PagePART I
    
    FINANCIAL INFORMATIONItem 1
    
    Financial StatementsCondensed Consolidated Balance Sheets (Unaudited)
September 30, 2004 and June 30, 2004
    
    
    3Condensed Consolidated Statements
of Income (Unaudited)
Three months ended September 30, 2004 and 2003
    
    
    4Condensed Consolidated Statements of Cash
Flows (Unaudited)
Three months ended September 30, 2004 and 2003
    
    
    5Notes to Condensed Consolidated Financial
Statements (Unaudited) September 30, 2004
    
    
    6-7Item 2
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    7-9Item 3
    
    Quantitative and Qualitative Disclosures
About Market Risk
    
    
    9Item 4
    
    Controls and Procedures
    
    
    9-10PART II
    
    OTHER INFORMATIONItem 5
    
    Submission of Matters to a Vote of Security-Holders
    
    
    11Item 6
    
    Exhibits and Reports on Form 8-K
    
    
    11Certification Pursuant to Rule 13a-14(a)Certification Pursuant to Section 906
  2 of 20




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PART I
FINANCIAL INFORMATION 
 Item 1. Financial Statements. KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) September30, 2004
    
    June 30, 2004ASSETSCurrent Assets:Cash
    
    $
    2,487,397
    
    
    $
    2,110,917Accounts Receivable
    
    
    7,191,633
    
    
    
    9,340,091Inventories
    
    
    7,560,685
    
    
    
    7,315,359Other current assets
    
    
    1,516,773
    
    
    
    1,520,371Total current assets
    
    
    18,756,488
    
    
    
    20,286,738Property and equipment, net
    
    
    2,895,992
    
    
    
    2,697,313Deferred income taxes
    
    
    201,135
    
    
    
    250,260Other assets
    
    
    2,422,767
    
    
    
    2,445,245$
    24,276,382
    
    
    $
    25,679,556LIABILITIES AND STOCKHOLDERS INVESTMENTCurrent liabilities:Accounts payable
    
    $
    1,387,020
    
    
    $
    1,049,406Accrued liabilities
    
    
    1,262,720
    
    
    
    1,754,038Income taxes payable
    
    
    385,904
    
    
    
    185,990Dividends payable
    
    
    480,548
    
    
    
    490,070Total current liabilities
    
    
    3,516,192
    
    
    
    3,479,504Deferred compensation
    
    
    985,265
    
    
    
    985,265Derivative liability
    
    
    125,000
    
    
    
    125,000Stockholders investment
    
    
    19,649,925
    
    
    
    21,089,787$
    24,276,382
    
    
    $
    25,679,556
 See accompanying notes. 3 of 20




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) Three Months Ended September 30,
    
    2004
    
    2003Net Sales
    
    $
    8,972,580
    
    
    $
    9,164,691Cost of goods sold
    
    
    5,549,607
    
    
    
    5,667,046Gross profit
    
    
    3,422,973
    
    
    
    3,497,645Selling, general and administrative expense
    
    
    2,119,521
    
    
    
    2,029,734Income from operations
    
    
    1,303,452
    
    
    
    1,467,911Other income (expense)Royalty income
    
    
    151,456
    
    
    
    190,325Interest income
    
    
    4,198
    
    
    
    4,420Income before income tax provision and
cumulative effect of change in accounting
principles
    
    
    1,459,106
    
    
    
    1,662,656Provision for income taxes
    
    
    569,195
    
    
    
    642,152Income before cumulative effect of change in
accounting principles
    
    
    889,911
    
    
    
    1,020,504Cumulative effect of change in accounting principles
    
    
    
    
    
    
    (75,875
    )Net income
    
    $
    889,911
    
    
    $
    944,629Earnings per common share:Basic earnings per common share:Before cumulative effect of accounting change in
accounting principles
    
    $
    0.24
    
    
    $
    0.27Accounting
change
    
    $
    
    
    
    
    ($0.02
    )Basic earnings per common share
    
    $
    0.24
    
    
    $
    0.25Earnings per common share:Diluted earnings per common share:Before cumulative effect of accounting change in
accounting principles
    
    $
    0.23
    
    
    $
    0.26Accounting
change
    
    $
    
    
    
    
    ($0.02
    )Diluted earnings per common share
    
    $
    0.23
    
    
    $
    0.24Dividends per common share
    
    $
    0.13
    
    
    $
    0.13
 See accompanying notes. 4 of 20




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KOSS CORPORATION AND SUBSIDIARIES 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) Three Months Ended September 30,
    
    2004
    
    2003CASH FLOWS FROM OPERATING
ACTIVITIES:Net income
    
    $
    889,911
    
    
    $
    944,629Adjustments to reconcile net
income to net cash provided
by operating activities:Depreciation and amortization
    
    
    196,043
    
    
    
    175,333Net changes in operating assets and
liabilities
    
    
    2,015,021
    
    
    
    (35,286
    )Net cash provided by operating
Activities
    
    
    3,100,975
    
    
    
    1,084,676CASH FLOWS FROM INVESTING
ACTIVITIES:Acquisition of equipment
    
    
    (394,722
    )
    
    
    (37,681
    )Net cash used in investing activities
    
    
    (394,722
    )
    
    
    (37,681
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (480,548
    )
    
    
    (488,856
    )Purchase of common stock
    
    
    (1,930,625
    )
    
    
    (877,500
    )Exercise of stock options
    
    
    81,400
    
    
    
    309,188Net cash used in financing
activities
    
    
    (2,329,773
    )
    
    
    (1,057,168
    )Net increase (decrease) in cash
    
    
    376,480
    
    
    
    (10,173
    )Cash at beginning of period
    
    
    2,110,917
    
    
    
    1,557,104Cash at end of period
    
    $
    2,487,397
    
    
    $
    1,546,931
 See accompanying notes. 5 of 20




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KOSS CORPORATION AND SUBSIDIARIES
September 30, 2004 
    1.
    
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTSThe financial statements presented herein are based on interim amounts.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 2004 and for all
periods presented have been made. The income from operations for the
quarter ended September 30, 2004 is not necessarily indicative of the
operating results for the full year.Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Registrants June 30, 2004, Annual Report on Form
10-K.2.
    
    EARNINGS PER COMMON SHAREBasic earnings per common share are computed based on the weighted
average number of common shares outstanding. The weighted average number
of common shares outstanding for the quarters ending September 30, 2004
and 2003 were 3,726,059 and 3,766,093, respectively. When dilutive,
stock options are included as share equivalents using the treasury stock
method. Common stock equivalents of 165,700 and 139,928 related to stock
option grants were included in the computation of the average number
of shares outstanding for diluted earnings per common share for the quarters
ended September 30, 2004 and 2003, respectively.3.
    
    INVENTORIESThe classification of inventories is as follows: September 30, 2004
    
    June 30, 2004Raw materials and
work in process
    
    $
    2,686,477
    
    
    $
    1,849,167Finished goods
    
    
    5,823,415
    
    
    
    6,415,3998,509,892
    
    
    
    8,264,566LIFO reserve
    
    
    (949,207
    )
    
    
    (949,207
    )$
    7,560,685
    
    
    $
    7,315,359
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4.
    
    STOCK PURCHASE AGREEMENTThe Company has an agreement with its Chairman, John C. Koss, to, at the
request of the executor of the estate, repurchase Company common stock
from his estate (only upon the election of the estate) in the event of
his death. The Company does not have the right to require the estate to
sell stock to the Company. As such, this arrangement is accounted for as
a written put option with the fair value of the put option recorded as a
derivative liability. The fair value of the option at September 30,
2004, was $125,000. The repurchase price is 95% of the fair market value
of the common stock on the date that notice, if the estate elects, to
repurchase is provided to the Company. Under the agreement, the total
number of shares to be repurchased will be sufficient to provide proceeds
which are the lesser of $2,500,000 or the amount of estate taxes and
administrative expenses incurred by the Chairmans estate. The Company
may elect to pay the purchase price in cash or may elect to pay cash
equal to 25% of the total amount due and to execute a promissory note for
the balance, payable over four years, at the prime rate of interest. The
Company maintains a $1,150,000 life insurance policy to fund a
substantial portion of this obligation. At September 30, 2004, $125,000
has been classified as a derivative liability on the Companys financial
statements.During May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity, which establishes standards for the classification and
measurement of certain financial instruments with characteristics of both
liabilities and equity. The Company adopted SFAS No. 150 effective July
1, 2003. Upon adoption, the Company recorded a derivative liability for
the fair value of a written put option of $125,000 on the balance sheet
and a cumulative effect of change in accounting principle of $75,875 (net
of the tax effect equal to $49,125) on the income statement. In
addition, the contingently redeemable equity interest of $1,490,000, as
of July 1, 2003, was reclassified into equity.5.
    
    DIVIDENDS DECLAREDOn September 16, 2004, the Company declared a quarterly cash dividend of
$0.13 per share for stockholders of record on September 30, 2004 to be
paid October 15, 2004. Such dividend payable has been recorded at
September 30, 2004. 
 Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations. Financial Condition, Liquidity and Capital Resources Cash provided by operating activities during the three months ended September
30, 2004 amounted to $3,100,975. This was a result of net income for the
period adjusted for changes in operating assets and liabilities, primarily
related to increases in accounts receivable, accounts payable, accrued
liabilities and income taxes payable. Capital expenditures for new equipment (including production tooling) were
$394,722 for the quarter. Budgeted capital expenditures for fiscal year 2005
are 1,611,860. The Company expects to generate sufficient funds through
operations to fund these expenditures. Stockholders investment decreased to $19,649,925 at September 30, 2004, from
$21,089,787 at June 30, 2004. The decrease reflects the effect of the exercise
of stock options, purchase and retirement of common stock, offset by net income
and dividends declared. 7 of 20




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The Company amended its existing credit facility in November 2004, extending
the maturity date of the unsecured line of credit to November 1, 2005. This
credit facility provides for borrowings up to a maximum of $10,000,000. The
Company can use this credit facility for working capital purposes or for the
purchase of its own common stock pursuant to the Companys common stock
repurchase program. Borrowings under this credit facility bear interest at the
banks prime rate, or LIBOR plus 1.75%. This credit facility includes
financial covenants that require the Company to maintain a minimum tangible net
worth and specified current, interest coverage, and leverage ratios. The
Company uses its credit facility from time to time, although there was no
utilization of this credit facility at September 30, 2004 or June 30, 2004.
The Company did not utilize the credit facility during the quarter ended
September 30, 2004. In April of 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to purchase from time to time up to $2,000,000 of its
common stock for its own account. Subsequently, the Board of Directors
periodically has approved increases in the stock repurchase program. The most
recent increase was for an additional $1,000,000 in July 2003, for a maximum of
$38,500,000. The Company intends to effectuate all stock purchases either on
the open market or through privately negotiated transactions, and intends to
finance all stock purchases through its own cash flow or by borrowing for such
purchases. For the quarter ended September 30, 2004, the Company purchased 84,250 shares
of its common stock at an average net price of $22.92 per share, for a total
net purchase price of $1,930,625. From the commencement of the Companys stock repurchase program through
September 30, 2004, the Company has purchased a total of 5,059,084 shares for a
total gross purchase price of $42,586,170, (representing an average gross
purchase price of $8.42 per share) and a total net purchase price of
$37,960,685 (representing an average net purchase price of $7.51 per share).
The difference between the total gross purchase price and the total net
purchase price is the result of the Company purchasing from employees shares of
the Companys stock acquired by such employees pursuant to the Companys stock
option program. In determining the dollar amount available for additional
purchases under the stock repurchase program, the Company uses the total net
purchase price paid by the Company for all stock purchases, as authorized by
the Board of Directors. The Company also has an Employee Stock Ownership Plan and Trust (ESOP)
pursuant to which shares of the Companys stock are purchased by the ESOP for
allocation to the accounts of ESOP participants. There were no ESOP purchases
for the quarter ended September 30, 2004. On September 16, 2004, the Company declared a quarterly cash dividend of $0.13
per share payable on October 15, 2004 to stockholders of record on September
30, 2004, which is recorded as dividends payable. Results of Operations Net sales for the first quarter ended September 30, 2004 were $8,972,580
compared with $9,164,691 for the same period in 2003, a decrease of $192,111.
The decrease is primarily due to BiAudio experiencing lower sales compared to
last year. Gross profit as a percent of net sales was 38% for the quarters ended September
30, 2004 and 2003. Selling, general and administrative expenses for the quarter ended September
30, 2004 were $2,119,521 or 24% of net sales, compared to $2,029,734 or 22% of
net sales for the same period in 2003. This was due to the Company
experiencing higher marketing expenses in preparation for the Consumer
Electronics Show in January 2005. 8 of 20




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For the first quarter ended September 30, 2004, income from operations was
$1,303,452 versus $1,467,911 for the same period in the prior year. Royalty income for the quarter ended September 30, 2004 was $151,456, compared
to $190,325 for the quarter ended September 30, 2003. Interest income for the quarter was $4,198 as compared to $4,420 for the same
quarter in 2003. The provision for income taxes was $569,195 and $642,152 for the quarter ended
September 30, 2004 and 2003, respectively. The effective tax rate was 39% for
each quarter. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk. In managements opinion, the Company does not engage in any material risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Companys commercial credit facility used for working capital
purposes and stock repurchases. 
 Item 4. Controls and Procedures. The Companys management, including the Chief Executive Officer/Chief Financial
Officer, evaluated the Companys disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) of the end of the period covered
by this report and concluded that the Companys disclosure controls and
procedures were effective. During the past fiscal year, management became
aware that a provision in the Companys stock repurchase agreement with its
Chairman required adjustments to the Companys financial statements upon a
change of accounting principles mandated subsequent to the date of the
agreement. Our management has now subscribed to additional publications in
order to keep current on applicable accounting issues and our new independent
auditors will brief us on new accounting pronouncements and releases to attempt
to avoid any similar errors in the future. Our financial reporting process
with respect to preparation and review of regulatory filings have also been
enhanced to include the utilization of a checklist by the preparer and reviewer
to ensure that new accounting pronouncements and regulatory requirements are
incorporated in the filing. The discovery of the error in the recording of the cumulative effect of the
change in account principle has affected, to some extent, the Companys
conclusion about the effectiveness of the design and operation of the Companys
disclosure controls and procedures. Management is of the view that this error
does not constitute a material weakness in the Companys internal control
over financial reporting identified by management. A material weakness is
defined, in the relevant accounting literature, as a reportable condition in
which the design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a timely period
by employees in the normal course of performing their assigned functions.
Although this error could constitute a significant deficiency, management has
considered the significance of the error (together with other reported errors)
in light of the financial statements taken as whole and believes that the error
does not evidence or constitute a material weakness in the Companys
disclosure controls and procedures. Therefore, based on an overall evaluation of the Companys disclosure controls
and procedures, including an evaluation of any possible significant
deficiencies and the corrective actions taken by the management in response to
the discovery of the accounting error, the Companys management concludes that
the Companys disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed by the Company
in the reports that it files or submits under the 9 of 20




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Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer/Chief Financial Officer, to allow timely decisions regarding
required disclosure and are effective to provide reasonable assurance that such
information is recorded, processed, summarized and reported within the time
periods specified by the SECs rules and forms. There has been no change in the Companys internal control over financial
reporting that occurred during the quarter covered by this report that has
materially affected, or is reasonable likely to materially affect, the
Companys internal control over financial reporting. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Form 10-Q contains forward-looking statements within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (the Act)
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Additional written or oral forward-looking statements
may be made by the Company from time to time in filings with the Securities
Exchange Commission, press releases, or otherwise. Statements contained in
this Form 10-Q that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions of the Act. Forward-looking
statements may include, but are not limited to, projections of revenue, income
or loss and capital expenditures, statements regarding future operations,
anticipated financing needs, compliance with financial covenants in loan
agreements, plans for acquisitions or sales of assets or businesses, plans
relating to products or services of the Company, assessments of materiality,
predictions of future events, the effects of pending and possible litigation,
and assumptions relating to the foregoing. In addition, when used in this Form
10-Q, the words anticipates, believes, estimates, expects, intends,
plans and variations thereof and similar expressions are intended to identify
forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-Q, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form
10-Q, other factors that could contribute to or cause such differences include,
but are not limited to, developments in any one or more of the following areas:
future fluctuations in economic conditions, the receptivity of consumers to
new consumer electronics technologies, the rate and consumer acceptance of new
product introductions, competition, pricing, the number and nature of customers
and their product orders, production by third party vendors, foreign
manufacturing, sourcing and sales (including foreign government regulation,
trade and importation concerns), borrowing costs, changes in tax rates, pending
or threatened litigation and investigations, fluctuations in currency exchange
rates 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. 10 of 20




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PART II
OTHER INFORMATION 
 Item 5 Submission of Matters to Vote of Security-Holders  (a)
    
    On October 28, 2004 an Annual Meeting of
Stockholders was held.(b)
    
    Proxies for the election of directors were
solicited pursuant to Regulation 14. There was no
solicitation in opposition to managements nominees, and all
such nominees were elected.(c)
    
    There were 3,696,525 shares of common stock
eligible to vote at the Annual Meeting, of which 3,113,103
shares were present at the Annual Meeting in person or by
proxy, which constituted a quorum. The following is a summary
of the results of the voting: Number of Votes
    
    BrokerFor
    
    Withheld
    
    Non-VotesNominees for 1-year
terms ending in 2005:John C. Koss
    
    
    3,088,217
    
    
    
    24,886
    
    
    
    0Thomas L. Doerr
    
    
    3,082,310
    
    
    
    30,793
    
    
    
    0Michael J. Koss
    
    
    3,088,992
    
    
    
    24,111
    
    
    
    0Lawrence S. Mattson
    
    
    3,077,583
    
    
    
    35,520
    
    
    
    0Martin F. Stein
    
    
    3,089,556
    
    
    
    23,547
    
    
    
    0John J. Stollenwerk
    
    
    3,088,854
    
    
    
    24,249
    
    
    
    0
 Number of Votes
    
    BrokerFor
    
    Against
    
    Abstain
    
    Non-VotesAppointment of
Grant Thornton LLP
as independent auditors
for the year ending
June 30, 2005
    
    
    3,112,528
    
    
    
    457
    
    
    
    118
    
    
    
    0
 
 Item 6 Exhibits and Reports on Form 8-K  (a)
    
    Exhibits FiledSee Exhibit Index attached hereto.(b)
    
    Reports on Form 8-KOn July 14, 2004, the Company filed a Current Report on Form
8-K to report a press release announcing financial results
for the quarter ended June 30, 2004. The matter was reported
under Items 7, 9, and 12 of Form 8-K. 11 of 20




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Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. KOSS CORPORATION Date: November 15, 2004
    
    /s/ Michael J. KossMichael J. KossVice Chairman, President,Chief Executive Officer,Chief Financial OfficerDate: November 15, 2004
    
    /s/ Sue SachdevaSue SachdevaVice PresidentFinanceSecretary
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EXHIBIT INDEX The Company will furnish a copy of any exhibit described below upon request and
upon reimbursement to the Company of its reasonable expenses of furnishing such
exhibit, which shall be limited to a photocopying charge of $0.25 per page and,
if mailed to the requesting party, the cost of first-class postage. Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference3.1
    
    
    Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996
    
    
    (1
    )3.2
    
    
    By-Laws of Koss Corporation, as in effect on
September 25, 1996
    
    
    (2
    )4.1
    
    
    Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996
    
    
    (1
    )4.2
    
    
    By-Laws of Koss Corporation, as in effect on
September 25, 1996
    
    
    (2
    )10.1
    
    
    Officer Loan Policy
    
    
    (3
    )10.3
    
    
    Supplemental Medical Care Reimbursement Plan
    
    
    (4
    )10.4
    
    
    Death Benefit Agreement with John C. Koss
    
    
    (5
    )10.5
    
    
    Stock Purchase Agreement with John C. Koss
    
    
    (6
    )10.6
    
    
    Salary Continuation Resolution for John C. Koss
    
    
    (7
    )10.7
    
    
    1983 Incentive Stock Option Plan
    
    
    (8
    )10.8
    
    
    Assignment of Lease to John C. Koss
    
    
    (9
    )10.9
    
    
    Addendum to Lease
    
    
    (10
    )10.10
    
    
    1990 Flexible Incentive Plan
    
    
    (11
    )10.12
    
    
    Loan Agreement, effective as of February 17, 1995
    
    
    (12
    )10.13
    
    
    Amendment to Loan Agreement dated June 15, 1995,
effective as of February 17, 1995
    
    
    (13
    )10.14
    
    
    Amendment to Loan Agreement dated April 29, 1999
    
    
    (14
    )10.15
    
    
    Amendment to Loan Agreement dated December 15, 1999
    
    
    (15
    )10.16
    
    
    Amendment to Loan Agreement dated October 10, 2001
    
    
    (16
    )
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Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference10.17
    
    
    License Agreement dated November 15, 1991 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for North America, Central
America and South America (including Amendment
to License Agreement dated November 15, 1991;
Renewal Letter dated November 18, 1994; and Second
Amendment to License Agreement dated September 29,
1995)
    
    
    (17
    )10.18
    
    
    License Agreement dated September 29, 1995 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for Europe (including First
Amendment to License Agreement dated December 26,
1995)
    
    
    (18
    )10.19
    
    
    Third Amendment and Assignment of License Agreement to
Jiangsu Electronics Industries Limited dated as of
March 31, 1997
    
    
    (19
    )10.20
    
    
    Fourth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated as of May 29, 1998
    
    
    (20
    )10.21
    
    
    Fifth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated March 30, 2001
    
    
    (21
    )10.22
    
    
    Sixth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated August 15, 2001
    
    
    (22
    )10.23
    
    
    Seventh Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated December 28, 2001
    
    
    (23
    )10.24
    
    
    Eighth Amendment to License Agreement between Koss
Corporation and Jiangsu Electronics Industries Limited
dated July 31, 2002
    
    
    (24
    )10.25
    
    
    License Agreement dated June 30, 1998 between Koss
Corporation and Logitech Electronics Inc. (including
Addendum to License Agreement dated June 30, 1998)
    
    
    (25
    )10.26
    
    
    Amendment and Extension Agreement between Koss
Corporation and Logitech Electronics Inc. dated May 1,
2001
    
    
    (26
    )10.27
    
    
    Consent of Directors (Supplemental Executive
Retirement Plan for Michael J. Koss dated
March 7, 1997)
    
    
    (27
    )10.28
    
    
    Amendment to Lease
    
    
    (28
    )
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##### Table of Contents



Designation
    
    
    
    Incorporationof Exhibit
    
    Exhibit Title
    
    by Reference10.29
    
    
    Partial Assignment, Termination and Modification of
Lease.
    
    
    (29
    )10.30
    
    
    Restated Lease.
    
    
    (30
    )10.31
    
    
    Ninth Amendment to License Agreement with Jiangsu
Electronics Industries Limited dated June 30, 2004.
    
    
    (31
    )14
    
    
    Koss Corporation Code of Ethics
    
    
    (32
    )21
    
    
    List of Subsidiaries of Koss Corporation
    
    
    (33
    )31.1
    
    
    Certification pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.
    
    (Filed and
attached hereto)32.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    (Furnished and
attached hereto)
 (1
    )
    
    Incorporated by reference from Exhibit 3.1 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(2
    )
    
    Incorporated by reference from Exhibit 3.2 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(3
    )
    
    Incorporated by reference from Exhibit 10.1 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(4
    )
    
    Incorporated by reference from Exhibit 10.3 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(5
    )
    
    Incorporated by reference from Exhibit 10.4 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(6
    )
    
    Incorporated by reference from Exhibit 10.5 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(7
    )
    
    Incorporated by reference from Exhibit 10.6 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(8
    )
    
    Incorporated by reference from Exhibit 10.7 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)
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##### Table of Contents



(9
    )
    
    Incorporated by reference from Exhibit 10.7 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1988 (Commission File No. 0-3295)(10
    )
    
    Incorporated by reference from Exhibit 10.8 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1988 (Commission File No. 0-3295)(11
    )
    
    Incorporated by reference from Exhibit 25 to the Companys Annual Report on
Form 10-K for the year ended June 30, 1990 (Commission File No. 0-3295)(12
    )
    
    Incorporated by reference from Exhibit 10 to the Companys Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995 (Commission File No.
0-3295)(13
    )
    
    Incorporated by reference from Exhibit 10.13 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1995 (Commission File No. 0-3295)(14
    )
    
    Incorporated by reference from Exhibit 10.14 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1999 (Commission File No. 0-3295(15
    )
    
    Incorporated by reference from Exhibit 10.15 to the Companys Annual Report
on Form 10-K for the year ended June 30, 2000 (Commission File No. 0-3295)(16
    )
    
    Incorporated by reference from Exhibit 10.16 to the Companys Quarterly
Report on Form 10-Q for the quarter ended December 31, 2001 (Commission File
No. 0-3295)(17
    )
    
    Incorporated by reference from Exhibit 10.14 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(18
    )
    
    Incorporated by reference from Exhibit 10.15 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1996 (Commission File No. 0-3295)(19
    )
    
    Incorporated by reference from Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997 (Commission File
No. 0-3295)(20
    )
    
    Incorporated by reference from Exhibit 10.17 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1998 (Commission File No. 0-3295)
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(21
    )
    
    Incorporated by reference from Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (Commission File
No. 0-3295)(22
    )
    
    Incorporated by reference from Exhibit 10.21 to the Companys Annual Report
on Form 10-K for the year ended June 30, 2001 (Commission File No. 0-3295)(23
    )
    
    Incorporated by reference from Exhibit 10.23 to the Companys Quarterly
Report on Form 10-Q for the quarter ended December 31, 2001 (Commission File
No. 0-3295)(24
    )
    
    Incorporated by reference from Exhibit 10.24 to the Companys Annual Report
on Form 10-K for the year ended June 30, 2002 (Commission File No. 0-3295)(25
    )
    
    Incorporated by reference from Exhibit 10.18 to the Companys Annual Report
on Form 10-K for the year ended June 30, 1998 (Commission File No. 0-3295)(26
    )
    
    Incorporated by reference from Exhibit 10.3 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (Commission File
No. 0-3295)(27
    )
    
    Incorporated by reference from Exhibit 10.2 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997 (Commission File
No. 0-3295)(28
    )
    
    Incorporated by reference from Exhibit 10.22 to the Companys Annual Report
on Form 10-K for the year ended June 30, 2000 (Commission File No. 0-3295)(29
    )
    
    Incorporated by reference from Exhibit 10.25 to the Companys Annual Report
on Form 10-K for the year ended June 30, 2001 (Commission File No. 0-3295)(30
    )
    
    Incorporated by reference from Exhibit 10.26 to the Companys Annual Report
on Form 10-K for the year ended June 30, 2001 (Commission File No. 0-3295)(31
    )
    
    Incorporated by reference from Exhibit 10.30 to the Companys Annual Report
on Form 10K for the year ended June 30, 2004 (Commission File No. 0-3295)(32
    )
    
    Incorporated by reference from Exhibit 14 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2004 (Commission File No. 0-3295)
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(33
    )
    
    Incorporated by reference from Exhibit 21 to the Companys Annual Report on
Form 10-K for the year ended June 30, 2004 (Commission File No. 0-3295)
 18 of 20