BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the accounts of Kopin Corporation, its wholly-owned subsidiaries, Kowon Technology Co., Ltd. (Kowon), a majority owned (78%) subsidiary located in Korea, Kopin Taiwan Corporation (KTC), a majority owned (90%) subsidiary located in Taiwan and Ikanos Consulting Ltd. (Ikanos) a (51%) owned subsidiary located in the United Kingdom (collectively the “Company”). Ownership interests of Kowon, KTC and Ikanos not attributable to the Company are referred to as noncontrolling interests. All intercompany transactions and balances have been eliminated. The condensed consolidated financial statements for the three and nine months ended September 29, 2012 and September 24, 2011 are unaudited and include all adjustments which, in the opinion of management, are necessary to present fairly the results of operations for the periods then ended. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year.

Immaterial Restatement

During the second quarter of 2012, the Company identified an error in the calculation of intercompany profit elimination in inventory for prior periods. While the Company believes the correction of this error is not material to its previously issued historical consolidated financial statements, the Company has restated certain balances within the condensed consolidated balance sheet as of December 31, 2011 to correct this error. The condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 24, 2011 and condensed consolidated statements of cash flows for the nine months ended September 24, 2011 were also corrected for this error.

The effects of this restatement on the consolidated statements of operations for the three and nine months ended September 24, 2011 are as follows (in thousands):



	Three months ended September 24, 2011									Nine months ended September 24, 2011
	As previously reported			Adjustment			As restated			As previously reported			Adjustment			As restated
Revenues:
Net product revenues	$	28,512		$	—		$	28,512		$	91,031		$	—		$	91,031
Research and development revenues	1,054			—			1,054			4,901			—			4,901
Total revenues	29,566			—			29,566			95,932			—			95,932
Expenses:
Cost of product revenues	19,046			707			19,753			60,107			707			60,814
Research and development	6,381			—			6,381			19,905			—			19,905
Selling, general and administrative	4,352			—			4,352			13,495			—			13,495
	29,779			707			30,486			93,507			707			94,214
(Loss) income from operations	(213		)	(707		)	(920		)	2,425			(707		)	1,718
Other income and expense:
Interest income	358			—			358			987			—			987
Other income net	190			—			190			190			—			190
Foreign currency gains	1,013			—			1,013			375			—			375
Gain of sale of investments	—			—			—			369			—			369
Impairment of marketable debt securities	(151		)	—			(151		)	(151		)	—			(151		)
Gain on sale of patents	—			—			—			156			—			156
	1,410			—			1,410			1,926			—			1,926
Income (loss) before provision for income taxes, equity losses in unconsolidated affiliates and net income (loss) of noncontrolling interest	1,197			(707		)	490			4,351			(707		)	3,644
Tax provision	(98		)	—			(98		)	(293		)	—			(293		)
Income (loss) before equity losses in unconsolidated affiliates and net income (loss) of noncontrolling interest	1,099			(707		)	392			4,058			(707		)	3,351
Equity losses in unconsolidated affiliates	(50		)	—			(50		)	(204		)	—			(204		)
Net income (loss)	1,049			(707		)	342			3,854			(707		)	3,147
Net (income) loss attributable to the noncontrolling interest	(254		)	69			(185		)	(188		)	69			(119		)
Net income (loss) attributable to the controlling interest	$	795		$	(638	)	$	157		$	3,666		$	(638	)	$	3,028
Net income per share:
Basic	$	0.01		$	(0.01	)	$	0.00		$	0.06		$	(0.01	)	$	0.05
Diluted	$	0.01		$	(0.01	)	$	0.00		$	0.06		$	(0.01	)	$	0.05
Weighted average number of common shares:
Basic	64,292						64,292			64,519						64,519
Diluted	65,441						65,441			65,624						65,624

This error resulted in a decrease to net income of ($0.7) million and changes in inventory of $0.7 million within the condensed consolidated statements of cash flows for the nine months ended September 24, 2011. This error did not result in any changes to net cash flows from operating, investing or financing activities. This error resulted in a ($0.7) million increase in comprehensive loss for the three and nine months ended September 24, 2011.

The effects of this restatement on the consolidated balance sheet as of December 31, 2011 are as follows (in thousands):



	December 31, 2011 as previously reported						December 31, 2011 as restated
	December 31, 2011 as previously reported			Adjustment			December 31, 2011 as restated
ASSETS
Current assets:
Cash and equivalents	$	43,095		$	—		$	43,095
Marketable debt securities, at fair value	62,323			—			62,323
Accounts receivable, net of allowance of $513,000 in 2011	16,511			—			16,511
Accounts receivable from unconsolidated affiliates	1,341			—			1,341
Unbilled receivable	36			—			36
Inventory	21,416			(947		)	20,469
Prepaid taxes	412			256			668
Prepaid expenses and other current assets	1,294			—			1,294
Total current assets	146,428			(691		)	145,737
Property, plant & equipment, net	32,369			—			32,369
Deferred tax assets	4,202			—			4,202
Goodwill	1,665			—			1,665
Intangible assets	1,954			—			1,954
Other assets	7,946			—			7,946
Total assets	$	194,564		$	(691	)	$	193,873
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	12,385		$	—		$	12,385
Accrued payroll and expenses	4,183			—			4,183
Accrued warranty	1,318			—			1,318
Billings in excess of revenue earned	2,467			—			2,467
Other accrued liabilities	2,127			—			2,127
Total current liabilities	22,480			—			22,480
Asset Retirement obligations	1,296			—			1,296
Commitments and contingencies
Stockholders’ equity:
Preferred stock							—
Common stock	732			—			732
Additional paid-in capital	315,710			—			315,710
Treasury stock	(30,995		)	—			(30,995		)
Accumulated other comprehensive income	4,146			—			4,146
Accumulated deficit	(124,008		)	(623		)	(124,631		)
Total Kopin Corporation stockholders’ equity	165,585			(623		)	164,962
Non controlling interest	5,203			(68		)	5,135
Total stockholder’ equity	170,788			(691		)	170,097
Total liabilities and stockholders’ equity	$	194,564		$	(691	)	$	193,873