SEC Comment Letter for KOPIN CORP (KOPN) (CIK 0000771266) (KOPN) — Sep 5, 2019
KOPIN CORP (KOPN) (CIK 0000771266)
Date: Sept. 5, 2019 · CIK: 0000771266 · Accession: 0000000000-19-013218
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-19882
Letter
September 5, 2019 Richard Sneider Chief Financial Officer Kopin Corporation 125 North Drive Westborough, MA 01581-3335 Re:Kopin Corporation Form 10-K for Fiscal Year Ended December 29, 2018 Filed March 14, 2019 Form 10-Q for the Quarterly Period Ended June 29, 2019 Filed August 8, 2019 File No. 000-19882 Dear Mr. Sneider: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended December 29, 2018 Report of Independent Registered Public Accounting Firm, page 38 1.The first paragraph of your auditors' report does not indicate that the consolidated balance sheet as of December 30, 2017 was audited even though in the same paragraph your auditors also opine on your financial position as of that date. Please amend your Form 10- K to include a report from your auditors that correctly identifies the date of each balance sheet audited. Refer to paragraph .08 of AS 3101.
Consolidated Statements of Stockholders' Equity, page 42 2.Please describe to us the circumstances surrounding the distributions to the noncontrolling interest holder in 2017 and 2018. Tell us why, while both amounts are shown as outgoing
FirstName LastNameRichard Sneider Comapany NameKopin Corporation September 5, 2019 Page 2 FirstName LastName Richard Sneider Kopin Corporation September 5, 2019 Page 2 cash flows from financing activities on page 43, on this statement the distribution in 2017 is shown as a reduction of the noncontrolling interest and the 2018 distribution is presented as an increase to the noncontrolling interest. Form 10-Q for the Quarterly Period Ended June 29, 2019 Note 11. Leases and Commitments Commitments, page 18 3.We note the disclosures in this note and in other sections of the filing related to an arrangement to make a capital contribution of approximately $5.1 million. Please revise these discussions in future filings to clearly describe the circumstances surrounding this arrangement, why the capital contribution is required, the counterparties, your obligations under the arrangement and the date by which you are required to fulfill your obligations. Clearly describe the terms of any penalties you may incur as a result of any delays in fulfilling your obligations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact David Burton at (202) 551-3626 or Martin James, Senior Assistant Chief Accountant, at (202) 551-3671 if you have any questions. Sincerely, Division of Corporation Finance Office of Electronics and Machinery
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September 5, 2019
Richard Sneider
Chief Financial Officer
Kopin Corporation
125 North Drive
Westborough, MA 01581-3335
Re:Kopin Corporation
Form 10-K for Fiscal Year Ended December 29, 2018
Filed March 14, 2019
Form 10-Q for the Quarterly Period Ended June 29, 2019
Filed August 8, 2019
File No. 000-19882
Dear Mr. Sneider:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 29, 2018
Report of Independent Registered Public Accounting Firm, page 38
1.The first paragraph of your auditors' report does not indicate that the consolidated balance
sheet as of December 30, 2017 was audited even though in the same paragraph your
auditors also opine on your financial position as of that date. Please amend your Form 10-
K to include a report from your auditors that correctly identifies the date of each balance
sheet audited. Refer to paragraph .08 of AS 3101.
Consolidated Statements of Stockholders' Equity, page 42
2.Please describe to us the circumstances surrounding the distributions to the noncontrolling
interest holder in 2017 and 2018. Tell us why, while both amounts are shown as outgoing
FirstName LastNameRichard Sneider
Comapany NameKopin Corporation
September 5, 2019 Page 2
FirstName LastName
Richard Sneider
Kopin Corporation
September 5, 2019
Page 2
cash flows from financing activities on page 43, on this statement the distribution in 2017
is shown as a reduction of the noncontrolling interest and the 2018 distribution is
presented as an increase to the noncontrolling interest.
Form 10-Q for the Quarterly Period Ended June 29, 2019
Note 11. Leases and Commitments
Commitments, page 18
3.We note the disclosures in this note and in other sections of the filing related to an
arrangement to make a capital contribution of approximately $5.1 million. Please revise
these discussions in future filings to clearly describe the circumstances surrounding this
arrangement, why the capital contribution is required, the counterparties, your obligations
under the arrangement and the date by which you are required to fulfill your obligations.
Clearly describe the terms of any penalties you may incur as a result of any delays in
fulfilling your obligations.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact David Burton at (202) 551-3626 or Martin James, Senior Assistant
Chief Accountant, at (202) 551-3671 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery