KOPIN CORP
For the period ended Dec 27, 2025. Filed Apr 13, 2026.
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FY2025 · Filed Apr 13, 2026
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Reports of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Kopin Corporation
Westborough, Massachusetts
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Kopin Corporation (the “Company”) as of December 27, 2025 and December 28, 2024, the related consolidated statements of operations, comprehensive income (loss), redeemable convertible preferred stock and stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for the years then ended**,** in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Net product revenue recognized using the cost-to-cost input method
As described in Note 1 to the consolidated financial statements, for certain contracts with prime contractors to the U.S. Government, the Company recognizes revenue over time using the cost-to-cost input method as the Company completes the performance obligations because of the continuous transfer of control to the customer and the lack of an alternative use for the product. Under this method, the Company measures progress towards completion based on the ratio of costs incurred to date to total estimated costs to satisfy the Company’s performance obligation. The cost-to-cost input method requires management to use significant assumptions and judgements to determine the estimated yield to be incurred throughout the customer contract.
We identified a certain assumption used in the estimated yield to determine net product revenue recognized using the cost to-cost input method as a critical audit matter. The principal consideration for our determination is the assumption requires management to use significant judgement in determining the estimated yield throughout the customer contract. Auditing the assumption required significant audit effort and auditor judgment to evaluate the audit evidence obtained.
The primary procedures we performed to address the critical audit matter included:
| ● | Obtaining an understanding of the Company’s process in determining the estimated yield. |
| ● | Evaluating the reasonableness of the assumption by comparing yield estimates with actual yields in similar contracts that have been completed. |
| ● | Inquiring with those in project management to evaluate project status and potential anticipated challenges which may affect the assumption. |
| ● | Testing on a sample basis actual cost incurred related to the assumption throughout the year by obtaining supporting documentation. |
| ● | Evaluating the yield estimate during the period subsequent to the year-end, to identify changes in conditions or events that may result in significant changes to the Company’s future yield estimates as of the year-end. |
Research and development revenues recognized using the cost-to-cost input method
As described in Note 1 to the consolidated financial statements, the Company has research and development revenues, whereby control transfers over time and revenue is recognized based on the extent of progress towards completion of the performance obligation. The Company recognizes revenue for certain of its research and development contracts over time, measuring progress using the cost-to-cost input method as costs are incurred. Under this method, the Company measures progress towards completion based on the ratio of costs incurred to date to total estimated costs to satisfy the Company’s performance obligation. The cost-to-cost input method requires management to use significant assumptions and judgements to estimate costs associated with its contracts with customers. These costs are estimated at contract inception and are monitored and updated throughout the duration of the contract.
We identified the estimated costs used in the cost-to-cost input method to determine the revenue recognized for certain research and development revenue contracts as a critical audit matter. The principal consideration for our determination is that research and development revenue recognized using the cost-to-cost input method requires management to use significant assumptions and judgements in determining the estimated future costs in the cost-to-cost calculation expected to be incurred throughout the customer contract. Auditing these estimates and assumptions required significant audit effort and a high degree of auditor judgment and subjectivity to evaluate the audit evidence obtained.
The primary procedures we performed to address the critical audit matter included:
| ● | Obtaining an understanding of the Company’s process to develop the estimates and assumptions used in determining the total estimated costs at completion. |
| ● | Testing actual costs incurred, on a sample basis, and the mathematical accuracy of the costs included within the Company’s cost-to-cost input method. |
| ● | Selected a sample of customer contracts and performed the following procedures: |
| ○ | Inquiring with those in project management to evaluate project status and potential anticipated challenges which may affect the estimated future cost estimate. |
| ○ | Evaluating contract activity during the period subsequent to the year-end, to identify changes in conditions or events that may result in significant changes to the Company’s future cost estimates as of the year-end. |
| ○ | Evaluating the estimated costs used in open and closed contracts by comparing the original cost estimates at inception of the contract, to final costs incurred or estimated costs at the current stage of the contract. |
Identification of performance obligations and timing of revenue recognition - research and development revenue
As described in Note 1 to the consolidated financial statements, most of the Company’s development contracts and contracts with the U.S. Government provide a significant service of integrating a set of components into a single unit. The Company concluded these components are not capable of being distinct or distinct within the context of the contract, and the entire contract is accounted for as one performance obligation recognized over time or at a point in time.
We identified the determination of distinct performance obligations and the timing of revenue recognition for certain research and development revenues contracts as a critical audit matter. The determination of whether multiple products and services within a contract are distinct performance obligations that should be accounted for separately and the timing of revenue recognition, requires management to exercise judgment and includes a high degree of subjectivity. Auditing these elements involved especially challenging auditor judgment due to the nature and extent of effort required, including the use of firm personnel with expertise in technical accounting.
The primary procedures we performed to address this critical audit matter included:
| ● | Evaluating management’s technical accounting policies and practices including the reasonableness of management’s judgments in the determination of whether the products and services represent distinct performance obligations, including discussing with Company personnel with knowledge of certain contracts. |
| ● | Testing the reasonableness of the identification of distinct performance obligations and timing of revenue recognition through inspection of certain customer contracts and relevant source documents. |
| ● | Utilizing personnel with expertise in relevant technical accounting guidance to assist in evaluating the appropriateness of the Company’s application of the accounting guidance over the identification of performance obligations and timing of revenue recognition. |
Variable Interest Entity accounting – Kopin Europe Limited
As described in Note 2 to the consolidated financial statements, Theon International Plc (“Theon”) acquired a 49% equity interest in Kopin Europe Limited (“Kopin Europe”), and the Company entered into a related shareholder agreement. As a result, the Company reassessed its control over Kopin Europe and concluded that Kopin Europe is a variable interest entity (VIE) for which the Company is not the primary beneficiary. Accordingly, the Company deconsolidated Kopin Europe and accounted for its retained interest as an equity method investment at fair value.
We identified the determination of the primary beneficiary under the VIE model for the Company’s retained interest in Kopin Europe as a critical audit matter due to the complexity of the evaluation, which requires management to make significant judgments in the application of the relevant accounting guidance. Auditing management’s application of the appropriate accounting guidance required challenging and complex auditor judgment due to the nature and extent of audit effort required, including the use of firm personnel with expertise in technical accounting.
The primary procedures we performed to address this critical audit matter included:
| ● | Analyzing the agreements and other relevant documents to determine i) the design, purpose and significant activities of the Company and ii) the nature of the rights retained by the Company, through its equity investment in Kopin Europe. |
| ● | Utilizing personnel with expertise in relevant technical accounting guidance to assist in evaluating the significant judgments impacting management’s conclusion as to whether the Company is the primary beneficiary. |
/s/ BDO USA, P.C.
We have served as the Company’s auditor since 2024.
Boston, Massachusetts
April 13, 2026
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