| Summary of Significant Accounting Policies | 1.
Summary of Significant Accounting Policies The
preparation of consolidated 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 financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. As used in these notes, the terms “we,”
“us,” “our,” “Kopin” and the “Company” mean Kopin Corporation and its subsidiaries,
unless the context indicates another meaning. Fiscal
Year The
Company’s fiscal year ends on the last Saturday in December. The fiscal years ended December 26, 2020, December 28, 2019,
and December 29, 2018 includes 52 weeks and are referred to as fiscal years 2020, 2019 and 2018, respectively, herein. Because
our fiscal year ends on the last Saturday of December every seven years we have a fiscal year with 53 weeks. Principles
of Consolidation The
consolidated financial statements include the accounts of the Kopin Corporation, its wholly owned subsidiaries and a majority
owned 80% Revenue
Recognition The
Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Substantially
all of our product revenues are either derived from the sales of components or subassemblies for use in defense applications or
industrial headset systems. We also have development contracts for the design, manufacture and or modification of products for
the U.S. government or prime contractors for the U.S. government and for customers that expects to sell into the industrial or
consumer markets. The Company’s contracts with the U.S. government are typically subject to the Federal Acquisition Regulations
(“FAR”) and are priced based on estimated or actual costs of producing goods. The FAR provides guidance on the types
of costs that are allowable in establishing prices for goods provided under U.S. government contracts. The pricing for non-U.S.
government contracts is based on the specific negotiations with each customer. Our
fixed-price contracts with the U.S. government or other customers may result in revenue recognized in excess of amounts currently
billed. We disclose the excess of revenues over amounts actually billed as Contract assets and unbilled receivables on the balance
sheet. Amounts billed and due from our customers are classified as Accounts receivable on the balance sheets. In some instances,
the U.S. government retains a small portion of the contract price until completion of the contract. The portion of the payments
retained until final contract settlement is not considered a significant financing component because the intent is to protect
the customer. For contracts with the U.S. government and some commercial customers, we typically receive interim payments either
as work progresses or by achieving certain milestones or based on a schedule in the contract. We recognize a liability for these
advance payments in excess of revenue recognized and present it as Contract liabilities and billings in excess of revenue earned
on the balance sheets. The advanced payment typically is not considered a significant financing component because it is used to
meet working capital demands that can be higher in the early stages of a contract and to protect us from the other party failing
to adequately complete some or all of its obligations under the contract. For industrial and consumer purchase orders, we typically
receive payments within 30 to 60 days of shipments of the product, although for some purchase orders, we may require an advanced
payment prior to shipment of the product. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) To
determine the proper revenue recognition method for contracts with the same customer, we evaluate whether two or more contracts
should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for
as more than one performance obligation. For most of our development contracts and contracts with the U.S government, the customer
contracts with us to provide a significant service of integrating a set of components into a single unit. Hence, the entire contract
is accounted for as one performance obligation. Less frequently, however, we may promise to provide distinct goods or services
within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated
into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount
based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.
In cases where we sell standard products, the observable standalone sales are used to determine the standalone selling price. The
Company recognizes revenue from a contract when it has approval and commitment from both parties, the rights of the parties are
identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. For
certain contracts with the U.S. government, the Company recognizes revenue over time as we perform because of continuous transfer
of control to the customer and the lack of an alternative use for the product. The continuous transfer of control to the customer
is supported by liability clauses in the contract that allow the U.S. government to unilaterally terminate the contract for convenience,
pay us for costs incurred plus a reasonable profit and take control of any work in process. For contracts with commercial customers,
while the contract may have a similar liability clause, our products historically have an alternative use and thus, revenue is
recognized at a point in time. In
situations where control transfers over time, revenue is recognized based on the extent of progress towards completion of the
performance obligation. We generally use the cost-to-cost approach to measure the extent of progress towards completion of the
performance obligation for our contracts because we believe it best depicts the transfer of assets to the customer. Under the
cost-to-cost measure approach, the extent of progress towards completion is measured based on the ratio of costs incurred to date
to the total estimated costs at completion of the performance obligation. Revenues are recorded proportionally as costs are incurred. Accounting
for design, development and production contracts requires judgment relative to assessing risks, estimating contract revenues and
costs, and making assumptions for schedule and technical issues. Due to the size and nature of the work required to be performed
on many of our contracts, the estimation of total revenue and cost at completion is complicated and subject to many variables.
Contract costs include material, labor and subcontracting costs, as well as an allocation of indirect costs. We have to make assumptions
regarding the number of labor hours required to complete a task, the complexity of the work to be performed, the availability
and cost of materials, and performance by our subcontractors. For contract change orders, claims or similar items, we apply judgment
in estimating the amounts and assessing the potential for realization. These amounts are only included in contract value when
they can be reliably estimated and realization is considered probable. If our estimate of total contract costs or our determination
of whether the customer agrees that a milestone is achieved is incorrect, our revenue could be overstated or understated and the
profits or loss reported could be subject to adjustment. For
our commercial customers, the Company’s revenue is recognized when obligations under the terms of a contract with our customer
is satisfied and the Company transfers control of the products or services, which is generally upon delivery to the customer.
Revenue is recorded as the amount of consideration we expect to receive in exchange for transferring goods or providing services.
Provisions for product returns and allowances are reductions in the transaction price and are recorded in the same period as the
related revenues. We analyze historical returns, current economic trends and changes in customer demand when evaluating the adequacy
of sales returns and other allowances. Certain product sales are made to distributors under agreements allowing for a limited
right of return on unsold products. Sales to distributors are primarily made for sales to the distributors’ customers and
not for stocking of inventory. Sales, value add and other taxes we collect concurrent with revenue-producing activities are excluded
from revenue. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) The
rights and benefits to the Company’s intellectual property are conveyed to certain customers through technology license
agreements. These agreements may include other performance obligations including the sale of product to the customer. When the
license is distinct from other obligations in the agreement, the Company treats the license and other performance obligations
as separate performance obligations. Accordingly, the license is recognized at a point in time or over time based on the standalone
selling price. The sale of materials is recognized at a point in time, which occurs with the transfer of control of the Company’s
products or services. In certain instances, the Company is entitled to sales-based royalties under license agreements. These sales-based
royalties are recognized when they are earned. Revenues from sales-based royalties under license agreements are shown under Research
and development and other revenues on the Company’s Consolidated Statements of Operations. In
accordance with the new revenue standard requirements, the impact of adoption on the Company’s consolidated statement of
operations for the fiscal year 2018 was as follows: Schedule of Restated Consolidated Statement of Operations
Statement of Operations As Reported Balances Without Adoption of
Topic 606 Effect of Change Higher/(Lower)
Net product revenues $ 19,211,115 $ 19,726,901 $ (515,786 )
Research and development and other revenues 5,253,890 5,600,066 (346,176 )
Cost of product revenues 15,831,441 16,809,343 (977,902 )
Net loss attributable to Kopin Corporation $ (34,533,542 ) $ (34,649,482 ) $ 115,940 See
Note 15. Segments and Disaggregation of Revenue for additional information regarding the disaggregation of the Company’s
revenue by major source. Contract
Assets Contract
assets include unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition
is utilized and revenue recognized from customer arrangements, including licensing, exceeds the amount billed to the customer,
and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets
are generally classified as current. The Company classifies the noncurrent portion of contract assets under other assets in its
condensed consolidated balance sheets. Contract
Liabilities Contract
liabilities consist of advance payments and billings in excess of revenue recognized for the contract. Performance
Obligations The
Company’s revenue recognition related to performance obligations that were satisfied at a point in time and over time were
as follows: Schedule of Satisfaction of Performance Obligations
Fiscal year ended 2020 2019 2018
Point in time 34 % 64 % 60 %
Over time 66 % 36 % 40 % The
value of remaining performance obligations represents the transaction price of orders for which work has not been performed and
excludes unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity
(“IDIQ”)). As of December 26, 2020, the aggregate amount of the transaction price allocated to remaining performance
obligations was $ 25.5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) Research
and Development Costs Research
and development expenses are incurred in support of internal display product development programs or programs funded by agencies
or prime contractors of the U.S. government and commercial partners. Research and development costs include staffing, purchases
of materials and laboratory supplies, circuit design costs, fabrication and packaging of experimental display products, and overhead,
and are expensed immediately. Cash
and Cash Equivalents The
Company considers all highly liquid, short-term debt instruments with original maturities of three months or less to be cash equivalents. Marketable
Debt Securities Marketable
debt securities consist primarily of commercial paper, medium-term corporate notes, and U.S. government and agency backed securities.
The Company classifies these marketable debt securities as available-for-sale at fair value in “Marketable debt securities,
at fair value”. The Company records the amortization of premium and accretion of discounts on marketable debt securities
in the results of operations. The
Company uses the specific identification method as a basis for determining cost and calculating realized gains and losses with
respect to marketable debt securities. The gross gains and losses realized related to sales and maturities of marketable debt
securities were not material during the fiscal years ended 2020, 2019 and 2018. Fair
Value of Financial Instruments Financial
instruments consist of marketable debt securities, accounts receivable and certain current liabilities. These assets (excluding
marketable securities which are recorded at fair value) and liabilities are carried at cost, which approximates fair value. Inventory Inventories
are stated at standard cost adjusted to approximate the lower of cost (first-in, first-out method) or net realizable value. The
Company adjusts inventory carrying value for the estimated difference between the cost of inventory and the estimated net realizable
value based upon assumptions about future demand and market conditions. The Company fully reserves for inventories and non-cancellable
purchase orders for inventory deemed obsolete. The Company performs periodic reviews of inventory items to identify excess inventories
on hand by comparing on-hand balances to anticipated usage using recent historical activity as well as anticipated or forecasted
demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the
Company, additional inventory adjustments may be required. Inventory write-downs are inherently difficult to assess and dependent
on market conditions. At the point of a loss recognition, a new, lower cost basis for that inventory is established, and subsequent
changes in facts and circumstances do not result in the restoration or increase in that newly established basis. Inventory
consists of the following at December 26, 2020 and December 28, 2019: Schedule of Inventory
2020 2019
Raw materials $ 3,609,710 $ 2,630,156
Work-in-process 565,986 711,475
Finished goods 280,060 427,065
Total $ 4,455,756 $ 3,768,696 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) Property,
Plant and Equipment Property,
plant and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over the estimated
useful lives of the assets, generally 3 10 Recognition
and Measurement of Financial Assets and Liabilities We
periodically make equity investments in private companies, accounted for as an equity investment, whose values are difficult to
determine. The Company uses the measurement alternative for equity investments without readily determinable fair values which
is often referred to as cost method investments. When assessing investments in private companies for impairment, we consider such
factors as, among other things, the share price from the investee’s latest financing round, the performance of the investee
in relation to its own operating targets and its business plan, the investee’s revenue and cost trends, the liquidity and
cash position, including its cash burn rate and market acceptance of the investee’s products and services. Because these
are private companies which we do not control we may not be able to obtain all of the information we would want in order to make
a complete assessment of the investment on a timely basis. Accordingly, our estimates may be revised if other information becomes
available at a later date. Product
Warranty The
Company generally sells products with a limited warranty of product quality and a limited indemnification of customers against
intellectual property infringement claims related to the Company’s products. The Company accrues for known warranty and
indemnification issues if a loss is probable and can be reasonably estimated and accrues for estimated incurred but unidentified
issues based on historical activity. Accrued warranty costs and warranty claims are not material in the periods presented. Extended
Warranties The
Company recognizes revenue from an extended warranty on the straight-line method over the life of the extended warranty, which
is typically 12 to 18 months beyond the standard 12 month warranty. The Company classifies the current portion of extended warranties
under contract liabilities and billings in excess of revenue earned and the noncurrent portion of extended warranties under contract
liabilities, noncurrent in its consolidated balance sheets. The Company currently has approximately less than $ 10,000 Asset
Retirement Obligations The
Company recorded asset retirement obligations (“ARO”) liabilities of $ 0.3 Schedule of Changes in Asset Retirement Obligations
2020 2019
Beginning balance $ 261,883 $ 254,098
Exchange rate change 9,457 7,785
Ending balance $ 271,340 $ 261,883 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) Income
Taxes The
consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. The Company recognizes
deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards.
The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides
valuation allowances if, based on the weight of available evidence, it is more likely than not that some or all of the deferred
tax assets will not be realized. The
2017 Act imposes a U.S. tax on global intangible low taxed income (“GILTI”) that is earned by certain foreign affiliates
owned by a U.S. shareholder. The Company has made a policy election to treat future taxes related to GILTI as a current period
expense in the reporting period in which the tax is incurred. Foreign
Currency Assets
and liabilities of non-U.S. operations where the functional currency is other than the U.S. dollar are translated from the functional
currency into U.S. dollars at year end exchange rates, and revenues and expenses are translated at average rates prevailing during
the year. Resulting translation adjustments are accumulated as part of accumulated other comprehensive income. Transaction gains
or losses are recognized in income or loss in the period in which they occur. Net
Loss Per Share Basic
net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period less
any unvested restricted shares. Diluted net loss per share is calculated using weighted-average shares outstanding and contingently
issuable shares, less weighted-average shares reacquired during the period. The net outstanding shares are adjusted for the dilutive
effect of shares issuable upon the assumed conversion of the Company’s common stock equivalents, which consist of outstanding
stock options and unvested restricted stock. The
following were not included in weighted-average common shares outstanding-diluted because they are anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
2020 2019 2018
Nonvested restricted common stock 3,051,874 1,863,124 2,213,249 Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk other than marketable securities consist principally
of trade accounts receivable. Trade receivables are primarily derived from sales to manufacturers of consumer electronic devices
and wireless components or defense applications. The Company sells its products to customers worldwide and generally does not
require collateral. The Company maintains a reserve for potential credit losses. The
Company primarily invests its excess cash in government backed and corporate debt securities that management believes to be of
high credit worthiness, which bear lower levels of relative credit risk. The Company relies on rating agencies to ascertain the
credit worthiness of its marketable securities and, where applicable, guarantees made by the Federal Deposit Insurance Company. Other-than-Temporary
Impairments The
Company conducts a review of its marketable debt securities on a quarterly basis for the presence of other-than-temporary impairment
(“OTTI”). The Company assesses whether OTTI is present when the fair value of a debt security is less than its amortized
cost basis at the balance sheet date. Under these circumstances OTTI is considered to have occurred (1) if the Company intends
to sell the security before recovery of its amortized cost basis; (2) if it is “more likely than not” the Company
will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows
is not sufficient to recover the entire amortized cost basis. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED) The
Company further estimates the amount of OTTI resulting from a decline in the creditworthiness of the issuer (credit-related OTTI)
and the amount of non credit-related OTTI. Non credit-related OTTI can be caused by such factors as market illiquidity. Credit-related
OTTI is recognized in earnings while non credit-related OTTI on securities not expected to be sold is recognized in other comprehensive
income (loss). The Company record a gain of approximately $ 0.2 Stock-Based
Compensation The
fair value of nonvested restricted common stock awards is generally the quoted price of the Company’s equity shares on the
date of grant. The nonvested restricted common stock awards require the employee to fulfill certain obligations, including remaining
employed by the Company for periods ranging from one five The
value of restricted stock grants that vest based on market conditions is computed on the date of grant using the Monte Carlo model.
The fair value of stock option awards is estimated on the date of grant using the Black-Scholes-Merton option-pricing model. There
were no Comprehensive
Loss Comprehensive
loss is the total of net (loss) income and all other non-owner changes in equity including such items as unrealized holding (losses)
gains on marketable equity and debt securities classified as available-for-sale and foreign currency translation adjustments. The
components of accumulated other comprehensive income are as follows: Schedule of Accumulated Other Comprehensive Income
Cumulative Translation Adjustment Unrealized holding (loss) gain on marketable securities Reclassifications of gain (loss) of marketable securities in net loss Accumulated Other Comprehensive Income
Balance as of December 30, 2017 $ 3,231,706 $ 387,733 $ (54,660 ) $ 3,564,779
Changes during year (1,794,768 ) (264,949 ) 49,525 (2,010,192 )
Balance as of December 29, 2018 1,436,938 122,784 (5,135 ) 1,554,587
Changes during year (206,580 ) 446,533 (37,356 ) 202,597
Balance as of December 28, 2019 1,230,358 569,317 (42,491 ) 1,757,184
Changes during year (67,852 ) (183,870 ) (21,028 ) (272,750 )
Balance as of December 26, 2020 $ 1,162,506 $ 385,447 $ (63,519 ) $ 1,484,434 Goodwill We
account for goodwill in accordance with ASC Topic 350. Under ASC Topic 350, goodwill is considered to have an indefinite life,
and is carried at cost. Goodwill is not amortized, but is subject to an annual impairment test, as well as between annual tests
when events or circumstances indicate that the carrying value may not be recoverable. NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The
Company’s policy is to perform impairment tests of goodwill at its reporting unit level when applicable. The goodwill valuations
that are utilized to test these assets for impairment depend on a number of significant estimates and assumptions, including macroeconomic
conditions, overall growth rates, competitive activities, cost containment, Company business plans and the discount rate applied
to cash flows. As of December 26, 2020 and December 28, 2019, the ending balance of goodwill was zero Impairment
of Long-Lived Assets The
Company periodically reviews the carrying value of its long-lived assets to determine if facts and circumstances suggest that
they may be impaired or that the amortization or depreciation period may need to be changed. The carrying value of a long-lived
asset is considered impaired when the anticipated identifiable undiscounted cash flows from such asset are less than its carrying
value. For assets that are to be held and used, impairment is measured based upon the amount by which the carrying amount of the
asset exceeds its fair value. Leases Effective
December 30, 2018 (the first day of fiscal year 2019), the Company adopted the requirements of the new lease standard Accounting
Standards Update (“ASU”) 2016-02, Leases (Topic 842) 3.7 3.8 1.0 The
Company determines if an arrangement is a lease or contains an embedded lease at inception. For lease arrangements with both lease
and non-lease components (e.g., common-area maintenance costs), the Company accounts for the non-lease components separately. All
of the Company’s leases are operating leases. Operating lease right-of-use assets and operating lease liabilities are recognized
based on the present value of future lease payments over the lease term at the commencement date. The operating lease right-of-use
assets also includes any initial direct costs and any lease payments made at or before the commencement date and is reduced for
any unrestricted incentives received at or before the commencement date. For
the majority of the Company’s leases, the discount rate used to determine the present value of the lease payments is the
Company’s incremental borrowing rate at the lease commencement date, as the implicit rate is not readily determinable. The
discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy
the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases starting in 2019, the
discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain
renewal periods. Some
of the Company’s leases include options to extend or terminate the lease. The Company includes these options in the recognition
of the Company’s ROU assets and lease liabilities when it is reasonably certain that the Company will exercise the option.
In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised
by the Company (and thus not included in our ROU asset and lease liability) unless there is an economic, financial or business
reason to do so. None of our leases include variable lease-related payments, such as escalation clauses based on the consumer
price index (“CPI”) rates or residual guarantees. NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Recently
Issued Accounting Pronouncements In
June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments. The amendments in ASU 2016-13 will provide more decision-useful information about the expected credit losses on financial
instruments and other commitments to extend credit held by a reporting entity at each reporting date. The ASU is effective for
annual reporting periods beginning after December 15, 2019, including interim periods within that year. Following the release
of ASU 2019-10 in November 2019, the new effective date, as long as the Company remains a smaller reporting company, would be
annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact, if any, the adoption
of ASU 2016-13 may have on its consolidated financial statements. In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments
in ASU 2019-12 provide for simplified accounting to several income tax situations and removal of certain accounting exceptions.
The ASU is effective for annual reporting periods beginning after December 15, 2020, including interim periods within those periods.
The Company does not expect the impact of the adoption of ASU 2019-12 to be material to its consolidated financial statements. |
