KOPIN CORP
10-Q, 1997-05-09
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


 QUARTERLY REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                 For the quarterly period ended March 29, 1997

                         Commission file number 0-19882


                               KOPIN CORPORATION
                               -----------------
             (Exact name of registrant as specified in its charter)



         DELAWARE                                       04-2833935
         --------                                       ----------
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)


695 MYLES STANDISH BLVD.,TAUNTON, MA                     02780-1042
- ------------------------------------                     ----------
(Address of principal executive offices)                 (Zip Code)
                                                        


       Registrant's telephone number, including area code (508) 824-6696
                                                          --------------

                                 Not Applicable
                                 --------------
             Former name, former address, and former fiscal year,
                         if changed since last report


   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or l5(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 
                                     ---      --  


Applicable only to corporate issuers:

   Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                   Class                  Outstanding as of April 30, 1997
                   -----                  --------------------------------

        Common Stock, par value $ .01             10,949,176
<PAGE>
 
                               KOPIN CORPORATION

                                     INDEX
                                     -----


<TABLE> 
<CAPTION> 
                                                                                   Page No.
                                                                                   ------- 
<S>                                                                               <C> 
PART I - FINANCIAL INFORMATION                                 
                                                               
  Item 1. Financial Statements                                
                                                               
                                                               
           Consolidated Balance Sheets at                                                3
           March 29, 1997 and December 31, 1996                     
                                                                    
                                                                    
           Consolidated Statements of Operations for the                                 4
           Three months ended March 29, 1997 and March 30, 1996     
                                                                    
                                                                    
           Consolidated Statements of Stockholders' Equity for the                       5
           Three months ended March 29, 1997 and March 30, 1996     
                                                                    
                                                                    
           Consolidated Statements of Cash Flows for the                                  6
           Three months ended March 29, 1997 and March 30, 1996     
                                                                    
                                                                    
           Notes to Consolidated Financial Statements                                     7


  Item 2.  Management's Discussion and Analysis of Financial Condition                    8
           and Results of Operations


PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K                                              11


SIGNATURES                                                                               12

</TABLE> 

                                       2
<PAGE>
 
                               KOPIN CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                                  (UNAUDITED)

<TABLE> 
<CAPTION> 
                                                     March 29, 1997       December 31, 1996
                                                     --------------       -----------------
<S>                                                  <C>                   <C> 
ASSETS                                                
- ------                                                
Current assets:                                       
 Cash and equivalents                                  $15,900,155           $ 16,511,291 
 Marketable securities                                   7,386,314             10,560,815
 Accounts receivable, net of                                        
  allowance of $140,400 and $137,400:                                                        
  Billed                                                 2,782,776              3,650,075
  Unbilled                                               2,271,285              2,933,863
 Inventory                                               2,577,696              3,073,643
 Prepaid expenses and                                              
  other current assets                                     905,455              1,257,781
                                                       -----------            -----------
   Total current assets                                 31,823,681             37,987,468
                                                                   
Equipment and improvements:                                        
 Equipment                                              21,740,922             20,862,918  
 Leasehold improvements                                    772,717                772,717
 Furniture and fixtures                                    330,590                361,483
 Equipment under                                                   
  construction                                             859,253                636,255
                                                       -----------            -----------
                                                        23,703,482             22,633,373
 Accumulated depreciation                                          
  and amortization                                      12,519,514             11,731,828
                                                       -----------            -----------
                                                        11,183,968             10,901,545
Other assets                                             3,082,688              2,962,149
Intangible assets                                        1,868,682              1,894,392
                                                       -----------            -----------
   Total assets                                        $47,959,019           $ 53,745,554
                                                       ===========           ============
                                                      
LIABILITIES AND  STOCKHOLDERS' EQUITY                              
- -------------------------------------                 
Current liabilities:                                  
 Note payable                                          $   500,000           $    500,000
 Accounts payable                                        4,170,319              6,945,053
 Accrued payroll                   
  and expenses                                           1,161,077              1,427,305
 Unearned revenue                                           57,483                 80,484
 Current portion of                                                      
  long-term obligations                                  1,523,161              1,347,636
                                                       -----------             ----------
   Total current liabilities                             7,412,040             10,300,478
Deferred rent                                              327,166                381,166
Long-term obligations,                                                   
 less current portion                                    1,937,672              2,793,061
Stockholders' equity:                                                    
 Preferred stock, par                                                    
  value $.01 per share:                                                  
  Authorized, 3,000 shares;                                              
  none issued and                                                        
   outstanding                                                           
 Common stock, par value                                                 
  $.01 per share:                                                        
  Authorized, 20,000,000                                                 
  shares;                                                                
  issued 10,940,988 shares                                               
   in 1997 and 10,931,408                                                
   shares in 1996                                          109,410                109,314
 Additional paid-in capital                             88,698,985             88,605,451
 Deferred compensation                                    (209,526)              (227,706)
 Marketable securities                                                                      
  valuation                                                 46,033                 44,933
Accumulated                                            (50,362,761)           (48,261,143) 
 deficit                                               -----------           ------------
   Total stockholders'                                
    equity                                              38,282,141             40,270,849 
                                                       -----------           ------------
   Total liabilities and                                               
    stockholders' equity                               $47,959,019           $ 53,745,554  
                                                       ===========           ============
</TABLE>
                See notes to consolidated financial statements.

                                       3
<PAGE>
 
                               KOPIN CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                 Three Months Ended
                                               ------------------------------
 
                                                 March 29        March 30
                                                    1997            1996
                                               -------------   -------------
<S>                                         <C>              <C>  
Revenue:
     Product sales                             $   2,882,077   $   3,043,766
     Research and development                        831,936       1,729,472
     Interest and other income                       314,897         560,396
                                               -------------   -------------
                                                   4,028,910       5,333,634
                                               -------------   -------------
Costs and expenses:
     Cost of sales                                 2,111,365       2,707,918
     Research and development                      2,803,978       4,710,969
     General, administrative and selling           1,086,044       1,943,656
     Interest                                         53,529         124,209
     Other                                            75,612         134,769
     Non-recurring charge                                  -       4,990,412
                                               -------------   -------------
                                                   6,130,528      14,611,933
                                               -------------   -------------
     Loss before minority interest                (2,101,618)     (9,278,299)
     Minority interest in loss of subsidiary               -         557,246
                                               -------------   -------------
     Net loss                                   ($ 2,101,618)   ($ 8,721,053)
                                               =============   =============
 
     Net loss per share                               ($ .19)         ($ .80)
                                               =============   =============
 
     Weighted average number of common shares
     outstanding                                  10,940,988      10,915,858
                                               =============   =============
 
 
</TABLE>
                See notes to consolidated financial statements.

                                       4
<PAGE>
 
                               KOPIN CORPORATION

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

              THREE MONTHS ENDED MARCH 29, 1997 AND MARCH 30, 1996

                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                                Additional
                                            Common     Stock      Paid-in      Deferred     Securities
                                            Shares     Amount     Capital    Compensation   Valuation      Deficit        Total
                                          ----------  --------  -----------  -------------  ----------  -------------  ------------
<S>                                       <C>         <C>       <C>          <C>            <C>         <C>            <C>
 
Balance, December 31, 1995                10,915,019  $109,150  $88,355,145      ($94,482)    $137,183  ($26,664,779)  $61,842,217
 
  Exercise of stock options                    3,663        37        6,838            --           --            --         6,875
 
  Amortization of compensation
     relating to grant of stock options           --        --           --        11,694           --            --        11,694
 
  Net unrealized gain on marketable
    securities                                    --        --           --            --       67,012            --        67,012
 
  Net loss for the three month
    period ended March 30, 1996                   --        --           --            --           --    (8,721,053)   (8,721,053)
                                          ----------  --------  -----------  ------------   ----------  ------------   -----------
 
Balance, March 30, 1996                   10,918,682  $109,187  $88,361,983     ($ 82,788)    $204,195  ($35,385,832)  $53,206,745
                                          ==========  ========  ===========  ============   ==========  ============   ===========
 
 
Balance, December 31, 1996                10,931,408  $109,314  $88,605,451     ($227,706)    $ 44,933  ($48,261,143)  $40,270,849
 
  Exercise of stock options                    9,580        96       93,534            --           --            --        93,630
 
  Amortization of compensation
     relating to grant of stock options           --        --           --        18,180           --            --        18,180
 
  Net unrealized gain on marketable
     securities                                   --        --           --            --        1,100            --         1,100
 
  Net loss for the three month
     period ended March 29, 1997                  --        --           --            --           --    (2,101,618)   (2,101,618)
                                          ----------  --------  -----------  ------------   ----------  ------------   -----------
 
Balance, March 29, 1997                   10,940,988  $109,410  $88,698,985    ($ 209,526)    $ 46,033  ($50,362,761)  $38,282,141
                                          ==========  ========  ===========  ============   ==========  ============   ===========
</TABLE>
                See notes to consolidated financial statements.

                                       5
<PAGE>
 
                               KOPIN CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                             Three Months Ended
                                          ------------------------------
                                             March 29        March 30
                                              1997            1996
                                          -------------   -------------
 
<S>                                       <C>             <C>
Cash flows from operating activities:
  Net loss                                 ($ 2,101,618)   ($ 8,721,053)
  Adjustments to reconcile net loss
     to net cash used in operating
      activities:
     Depreciation and amortization              863,298         902,809
    Amortization of compensation
     relating to grant
       of stock options                          18,180          11,694
    Non-recurring charge                              -       4,990,412
    Decrease in unearned revenue                (23,001)        (23,001)
    Increase (decrease) in accrued rent         (54,000)          8,500
    Minority interest in loss of                      
     subsidiary                                       -        (557,246) 
    Changes in assets and liabilities:
       Accounts receivable                    1,002,215      (1,410,746)
       Inventory                                135,272      (1,206,753)
       Prepaid expenses and other               
        current assets                          352,326         (71,550) 
       Intangible assets                        (58,951)     (1,388,889)
       Accounts payable and accrued      
        expenses                             (2,311,353)      1,634,534 
       Net cash used in operating         -------------   ------------- 
        activities                           (2,177,632)     (5,831,289)
                                          -------------   -------------  
Cash flows from investing activities:
  Marketable securities                       3,175,601         999,819
  Other assets                                 (120,539)        (79,382)
  Capital expenditures                       (1,247,246)       (938,532)
                                          -------------   -------------
       Net cash provided by (used in)    
        investing activities                  1,807,816         (18,095)
                                          -------------   -------------  
Cash flows from financing activities:
  Net proceeds from issuance of
   subsidiary
    preferred stock                                   -       1,800,000
  Proceeds from notes payable                         -         500,000
  Proceeds from long-term obligations                 -       1,285,862
  Principal payment on long-term               (334,950)       (169,291)
   obligations
  Proceeds from exercise of stock                93,630           6,875
   options                                -------------   -------------
       Net cash provided by (used in)          (241,320)      3,423,446
        financing activities              -------------   -------------
 
Net decrease in cash and equivalents           (611,136)     (2,425,938)
Cash and equivalents, beginning of           16,511,291      24,718,023
 period                                   -------------   -------------
Cash and equivalents, end of period       $  15,900,155   $  22,292,085
                                          =============   =============
 
Non-cash investing and financing
 transactions:
   Marketable securities valuation        $       1,100   $      67,012
 
 Supplementary information -Interest      
  paid in cash                            $      53,529   $     103,401 
</TABLE>
                See notes to consolidated financial statements.

                                       6
<PAGE>
 
                               KOPIN CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.     BASIS OF PRESENTATION
       ---------------------

The financial statements for the three month periods ended March 29, 1997 and
March 30, 1996 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. All such adjustments are of a normal recurring nature. These
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission (File No. 0-19882) for the year
ended December 31, 1996.

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.

The consolidated financial statements include the accounts of the Company and
its wholly-owned and majority-owned subsidiaries.  All intercompany transactions
and balances have been eliminated.

2.    NET LOSS PER SHARE
      ------------------

Net loss per share is computed using the weighted average number of common
shares outstanding during the period. Common share equivalents have not been
included because the effect would be anti-dilutive.

In March 1997, the Financial Accounting Standards Board released Statement of
Financial Accounting Standards (SFAS) No.128, "Earnings Per Share," which the
Company will adopt in the fourth quarter of 1997. The adoption is not expected
to have an impact on the Company's reported loss per share for the quarters
ended March 29, 1997 and March 30, 1996.


3.    INVESTMENT IN FORTE TECHNOLOGIES, INC.
      --------------------------------------

During 1994, 1995 and 1996, the Company made a series of equity investments in
Forte Technologies, Inc. In May 1995, the Company obtained a controlling
interest in Forte and consolidated the financial statements of Forte with those
of the Company from that date through December 31, 1996. As a result of
declining sales and results of operations at Forte, the Company recorded in the
fourth quarter of 1996 a write-down of Forte's assets to their estimated net
realizable value and its remaining investment in Forte totaling  $3,900,000. In
March 1997, Forte filed a voluntary petition seeking reorganization under
Chapter 11 of the U.S. Bankruptcy Code, and is in default in the payment of
principal and interest to its senior lender under certain secured loans in the
aggregate principal amount of $838,000. These loans have been guaranteed by the
Company, and are included in the Company's consolidated balance sheet as of
March 29, 1997. As a result of its Chapter 11 filing, Forte's financial
statements are no longer consolidated with those of the Company.
 
4.    NON-RECURRING CHARGE
      --------------------

On January 1, 1996 , the Company adopted SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of ." This
Statement establishes accounting standards for the carrying value of long-lived
and certain identifiable intangible assets. In January 1996, the Company
incurred a non-recurring charge of $4,990,412 which included a write-down
associated with the initial adoption of SFAS No.121, the expensing of purchased
technology, and the write-off of certain previously deferred expenses.

                                       7
<PAGE>
 
      Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              ---------------------------------------------------------------
              RESULTS OF OPERATIONS
              ---------------------

      Kopin Corporation and its subsidiaries ("the Company") are engaged in the
      development, manufacture and sale of flat panel display devices and
      products, and custom Wafer-Engineered electronic materials for commercial
      and consumer markets, and the performance of related research and
      development under contracts. To date, the Company's revenue has been
      derived primarily from development contracts with commercial companies and
      agencies of the federal government, as well as from sales of its custom
      Wafer-Engineered materials and flat panel display devices and products.

      RESULTS OF OPERATIONS

               The Company's research and development and product sale revenue
      was $3,714,013 for the three months ended March 29, 1997, a decrease of
      22.2% from $4,773,238 during the corresponding period in 1996. Research
      and development revenue decreased to $831,936 for the three months ended
      March 29, 1997, from $1,729,472 during the corresponding period in 1996, a
      decrease of 51.9%. The change in 1997 research and development revenue was
      primarily attributable to a decrease in contract revenue from agencies of
      the federal government. The Company's product sales decreased 5.3%  to
      $2,882,077 for the three months ended March 29, 1997, from $3,043,766
      during the corresponding period in 1996. The decline in product sales was
      primarily because the financial results of Forte Technologies, Inc. are no
      longer included with those of the Company in the 1997 period following the
      Company's write-off of its investment in Forte at the end of 1996 and
      Forte's subsequent filing of a voluntary petition under Chapter 11 of the
      U.S. Bankruptcy Code. Forte had product sales of $1,399,694 in the first
      quarter of 1996. The exclusion of Forte product sales in the three months
      ended March 29, 1997 was substantially offset by a $1,238,005, or 75.3%
      increase in sales of the Company's Wafer-Engineered materials and display
      products. The increase in unit sales of the Company's Wafer-Engineered
      materials is primarily due to the increase in use of these materials in
      various wireless telecommunications products.

               Interest and other income was $314,897 for the three months ended
      March 29, 1997 compared to $560,396 during the corresponding period in
      1996. The decrease in 1997 was primarily due to lower cash balances during
      the period in comparison to available balances in 1996.

               The Company's total operating expenses were $6,130,528 for the
      three months ended March 29, 1997, a decrease of $8,481,405, or 58.0% from
      $14,611,933 during the corresponding period in 1996. Of this decrease,
      $4,990,412 related to a non-recurring charge in the 1996 period for the
      write-down of certain intangible and long-lived assets in connection with
      the Company's adoption of the provisions of Statement of Financial
      Accounting Standards No. 121, the expensing of purchased technology, and
      the write-off of certain previously deferred expenses. In addition,
      research and development charges of $500,000 for subcontractor development
      work were expensed. An additional $2,572,000 of the decrease is related to
      expenses incurred in the three months ended March 30, 1996 by Forte
      Technologies. The remainder of the decrease was primarily due to decreased
      costs incurred for research and development programs funded by agencies of
      the federal government. Cost of sales, which is comprised of materials,
      labor and manufacturing overhead, was $2,111,365 for the three months
      ended March 29, 1997, or 73.3% of product sales, compared to $2,707,918,
      or 89.0% of product sales during the corresponding period in 1996. The
      higher cost of sales percentage in 1996 was primarily due to the inclusion
      in the 1996 financial results of shipments of head-mounted systems by
      Forte Technologies. Reducing cost of sales as a percentage of sales for
      the Company's products is generally dependent on achieving manufacturing
      economies of scale in order to manufacture at a lower cost per unit basis.

               Research and development expenses include expenses incurred in
      support of internal development programs and programs funded by agencies
      of the federal government, including development programs for electronic
      imaging devices and display products, Wafer-Engineered materials and head-
      mounted display systems, circuit design costs, staffing, purchases of
      materials and laboratory supplies, and fabrication and packaging of the
      Company's SMART SLIDE imaging devices. Total research and development
      expenses for the three months ended March 29, 1997, were $2,803,978
      compared to $4,710,969 during the corresponding period in 1996, a decrease
      of 40.5%. The decrease in research and development expenses in 1997 was
      primarily due to a reduction in research and development expenses incurred
      in support of programs funded by agencies of the federal government as
      well as the inclusion of $214,844 of such expenses incurred by Forte
      Technologies during the corresponding period in 1996.

                                       8
<PAGE>
 
               General, administrative and selling expenses consist of the
      expenses incurred by the Company's business development and sales
      personnel, marketing expenses, and administrative and general corporate
      expenses. General, administrative and selling expenses were $1,086,044 for
      the three months ended March 29, 1997, a decrease of 44.1% from $1,943,656
      during the corresponding period in 1996. The decrease in general,
      administrative and selling expenses in 1997 was primarily due to the
      inclusion of costs of $868,903 incurred by Forte Technologies in the three
      months ended March 30, 1996. In addition, general and administrative
      expenses include non-cash charges for compensation expense of $18,180 for
      the three months ended March 29, 1997, relating to the issuance of certain
      stock options. The Company expects to incur increased general,
      administrative and selling expenses in the future as it commercializes its
      imaging devices and display products and Wafer-Engineered materials.

               On January 1, 1996 , the Company adopted SFAS No. 121,
      "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
      to be Disposed Of ." This Statement establishes accounting standards for
      the carrying value of long-lived and certain identifiable intangible
      assets. In January 1996, the Company incurred a non-recurring charge of
      $4,990,412 which included a write-down associated with the initial
      adoption of SFAS No.121, the expensing of purchased technology, and the
      write-off of certain previously deferred expenses.

               In March 1997, the Financial Accounting Standards Board issued
      Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
      Share," which will be effective during the fourth quarter of 1997. The new
      pronouncement's requirements will not impact the Company's previously
      reported loss per share.

 
      LIQUIDITY AND CAPITAL RESOURCES

               The Company has financed its operations primarily though private
      placements of its equity securities, the initial public offering of its
      common stock in April 1992, another public offering in March 1993,
      research and development revenue, and sales of its custom Wafer-Engineered
      materials and flat panel display devices and products. The Company has an
      unused line of credit of $500,000 at March 29, 1997. The Company
      periodically enters into loan agreements to finance equipment purchases
      and other activities. As of March 29, 1997, sales of equity securities
      have raised approximately $92,500,000, including $13,300,000 of net
      proceeds from the Company's initial public offering, $26,500,000 of net
      proceeds from the Company's March 1993 public offering, $3,300,000 from a
      private stock sale in November 1992, $4,375,000 from the exercise of a
      625,000 share stock warrant in December 1993, and $30,437,000 from private
      stock sales in the fourth quarter of 1995.

               As of March 29, 1997, the Company had cash and equivalents and
      marketable securities of $23,286,469 and working capital of $24,411,641
      compared to $27,072,106 and $27,686,990 as of December 31, 1996. The
      decrease in cash and equivalents and marketable securities is primarily
      due to $2,177,632 of cash used in operations, and capital expenditures of
      $1,247,246. The Company also has approximately $1,645,000 of marketable
      securities held in escrow as equipment financing collateral  which is
      shown in other assets.

               Revenue from long-term contracts is recognized on the percentage-
      of-completion method of accounting as work is performed, based upon the
      ratio that incurred costs or hours bear to estimated total completion
      costs or hours. Amounts received under long-term contracts are recognized
      as revenue is earned, and amounts earned on contracts in progress in
      excess of billings are classified as unbilled receivables. Unbilled
      receivables are billed based on dates stipulated in the related agreement
      or in periodic installments based upon the Company's invoicing cycle.

               The Company periodically enters into various long-term debt
      arrangements to finance equipment purchases and other activities. As of
      March 29, 1997, long-term debt obligations totaled $3,460,833, of which
      $1,523,161 is payable in 1997.

               In October 1993, the Company entered into a five-year lease for a
      74,000 square foot manufacturing facility. This facility, which includes
      7,000 square feet of environmentally controlled clean rooms, is used
      primarily for the Company's production of electronic imaging devices. The
      Company will make lease payments of approximately $4.0 million over the
      five-year term.  In addition, the Company has exercised an option to
      extend the lease an additional year at a cost of $1,000,000.

                                       9
<PAGE>
 
               The Company expects to expend approximately $8,000,000 on capital
      expenditures over the next 36 months. Of this amount, approximately
      $6,000,000 is expected to be used for expansion of manufacturing equipment
      required for development and manufacturing of electronic imaging devices
      and display products and Wafer-Engineered materials, and the balance is
      expected to be used for the acquisition of laboratory and testing
      equipment and general facility upgrades. The Company expects to use
      approximately $2,000,000 in the remainder of 1997, $3,000,000 in 1998, and
      $3,000,000 in 1999 for capital equipment and expansion of the Company's
      manufacturing capabilities.

               The Company expects to incur significant additional research and
      development and other costs, including costs related to the continued
      development and commercialization of its electronic imaging devices and
      display products. The Company's future capital requirements will depend on
      many factors, including the establishment of collaborative arrangements,
      the cost of manufacturing facilities, commercialization activities and
      arrangements, continued scientific progress in its imaging device and
      display product development programs, the magnitude of these programs, the
      costs involved in filing, prosecuting and enforcing patent claims, and
      competing technological and market developments. From time to time, the
      Company may also make equity investments in other companies engaged in
      certain aspects of the flat panel display and electronics industries as
      part of its business strategy.

               The Company believes that its present cash and equivalents and
      marketable securities will be adequate to finance its anticipated
      operating and capital requirements and to meet liquidity needs through at
      least fiscal 1998.

      FUTURE OPERATING RESULTS

               Certain of the statements contained in this Form 10-Q, including
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations, are forward-looking statements that involve risks and
      uncertainties. In addition to the risks and uncertainties set forth in
      this Form 10-Q, other factors that could cause actual results to differ
      materially include the following: general economic and business conditions
      and growth in the flat panel display industry and the gallium arsenide
      materials industry, the impact of competitive products and pricing,
      availability of third party components, availability of integrated circuit
      fabrication facilities, cost and yields associated with production of the
      Company's SMART SLIDE imaging devices, loss of significant customers, and
      the risk factors listed from time to time in the Company's periodic
      reports filed with the Securities and Exchange Commission, including but
      not limited to the Company's Annual Report on Form 10-K for the fiscal
      year ended December 31, 1996.
 

                                       10
<PAGE>
 
PART II. OTHER INFORMATION

Item 3. DEFAULTS UPON SENIOR SECURITIES

     (a)The Company's majority owned subsidiary, Forte Technologies, Inc., which
has filed a voluntary petition seeking reorganization under Chapter 11 of the
U.S. Bankruptcy Code in March 1997, is in default in the payment of principal
and interest to Forte's senior lender under certain secured loans in the
aggregate principal amount of $838,000. The total arrearage under these loans is
approximately $60,000 as of the date of this report. These loans have been
guaranteed by the Company, and are included in the Company's consolidated
balance sheet as of March 29, 1997. Forte also is in default in the payment of
interest under certain secured convertible debentures in the aggregate principal
amount of $1,912,000. The Company, which is the holder of $1,538,000 of such
convertible debentures,wrote off the value of these loans as of December 31,
1996.
 
Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

27   Financial Data Schedule

(b)  Reports on Form 8-K

     None

                                       11
<PAGE>
 
                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         KOPIN CORPORATION
                                         (Registrant)



Date: May 9, 1997             By:   /s/ John C.C. Fan
                                    ----------------------------------------
                                    John C.C. Fan
                                    President, Chief Executive Officer and
                                    Chairman of the Board of Directors
                                    (Principal Executive Officer)



Date: May 9, 1997             By:   /s/ Paul J.Mitchell
                                    ----------------------------------------
                                    Paul J. Mitchell
                                    Treasurer and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                       12

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-29-1997
<CASH>                                      15,900,155
<SECURITIES>                                 7,386,314
<RECEIVABLES>                                5,054,061
<ALLOWANCES>                                         0
<INVENTORY>                                  2,577,696
<CURRENT-ASSETS>                            31,823,681
<PP&E>                                      23,703,482
<DEPRECIATION>                              12,519,514
<TOTAL-ASSETS>                              47,959,019
<CURRENT-LIABILITIES>                        7,412,040
<BONDS>                                      1,937,672
                                0
                                          0
<COMMON>                                       109,410
<OTHER-SE>                                  38,172,731
<TOTAL-LIABILITY-AND-EQUITY>                47,959,019
<SALES>                                      2,882,077
<TOTAL-REVENUES>                             4,028,910
<CGS>                                        2,111,365
<TOTAL-COSTS>                                4,915,343
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                18,000
<INTEREST-EXPENSE>                              53,529
<INCOME-PRETAX>                            (2,101,618)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,101,618)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,101,618)
<EPS-PRIMARY>                                    (.19)
<EPS-DILUTED>                                    (.19)
        

</TABLE>


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