kodk-10q_20200630.htm

☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 3, 2020, the registrant had 75,684,110 shares of common stock, par value $0.01 per share, outstanding.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2019			2020			2019
Revenues
Sales	$	163		$	240		$	373		$	464
Services		50			67			107			134
Total revenues		213			307			480			598
Cost of revenues
Sales		159			218			350			423
Services		33			47			73			93
Total cost of revenues		192			265			423			516
Gross profit		21			42			57			82
Selling, general and administrative expenses		34			54			82			113
Research and development costs		8			11			17			22
Restructuring costs and other		1			2			8			4
Other operating income, net		(3	)		—			(10	)		—
Loss from continuing operations before interest expense, pension income excluding service cost component, other charges (income), net and income taxes		(19	)		(25	)		(40	)		(57	)
Interest expense		4			5			8			8
Pension income excluding service cost component		(27	)		(26	)		(53	)		(53	)
Other charges (income), net		8			—			(45	)		1
(Loss) income from continuing operations before income taxes		(4	)		(4	)		50			(13	)
Provision for income taxes		1			2			166			5
Loss from continuing operations		(5	)		(6	)		(116	)		(18	)
Income from discontinued operations, net of income taxes		—			207			—			201
Net (loss) income	$	(5	)	$	201		$	(116	)	$	183

Basic and diluted (loss) income per share attributable to Eastman Kodak Company common shareholders:
Continuing operations	$	(0.23	)	$	(0.25	)	$	(2.88	)	$	(0.65	)
Discontinued operations		—			4.81			—			4.67
Total	$	(0.23	)	$	4.56		$	(2.88	)	$	4.02

Number of common shares used in basic and diluted net loss per share		43.7			43.0			43.7			43.0

The accompanying notes are an integral part of these consolidated financial statements.

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2020			2019		2020			2019
NET (LOSS) INCOME	$	(5	)	$	201	$	(116	)	$	183
Other comprehensive income (loss), net of tax:
Currency translation adjustments		(4	)		1		(16	)		4
Pension and other postretirement benefit plan obligation activity, net of tax		9			—		12			(1	)
Other comprehensive income (loss), net of tax		5			1		(4	)		3
COMPREHENSIVE INCOME (LOSS), NET OF TAX	$	—		$	202	$	(120	)	$	186

The accompanying notes are an integral part of these consolidated financial statements.

	June 30,			December 31,
(in millions)	2020			2019
ASSETS
Cash and cash equivalents	$	180		$	233
Trade receivables, net of allowances of $12 and $8, respectively		140			208
Inventories, net		228			215
Restricted cash - current portion		7			12
Other current assets		32			36
Current assets held for sale		2			2
Total current assets		589			706
Property, plant and equipment, net of accumulated depreciation of $418 and $423, respectively		157			181
Goodwill		12			12
Intangible assets, net		41			47
Operating lease right-of-use assets		51			49
Restricted cash		25			45
Deferred income taxes		—			147
Other long-term assets		285			228
TOTAL ASSETS	$	1,160		$	1,415

LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT)
Accounts payable, trade	$	101		$	153
Short-term borrowings and current portion of long-term debt		2			2
Current portion of operating leases		11			12
Other current liabilities		161			201
Total current liabilities		275			368
Long-term debt, net of current portion		113			109
Pension and other postretirement liabilities		368			378
Operating leases, net of current portion		51			48
Other long-term liabilities		197			231
Total liabilities		1,004			1,134

Commitments and Contingencies (Note 11)

Redeemable, convertible Series A preferred stock, no par value, $100 per share liquidation preference	186			182

Equity (Deficit)
Common stock, $0.01 par value		—			—
Additional paid in capital		595			604
Treasury stock, at cost		(9	)		(9	)
Accumulated deficit		(195	)		(79	)
Accumulated other comprehensive loss		(421	)		(417	)
Total shareholders’ (deficit) equity		(30	)		99
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT)	$	1,160		$	1,415

The accompanying notes are an integral part of these consolidated financial statements.

	Six Months Ended
	June 30,
(in millions)	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(116	)	$	183
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization		20			29
Pension income		(43	)		(45	)
Change in fair value of embedded derivatives in the Series A Preferred Stock and Convertible Notes		(49	)		(2	)
Net gain on sales of assets		(9	)		(209	)
Asset impairments		3			—
Stock based compensation		1			5
Provision for deferred income taxes		160			4
Decrease in trade receivables		64			22
Increase in inventories		(17	)		(14	)
(Decrease) increase in trade payables		(50	)		9
Decrease in liabilities excluding borrowings and trade payables		(31	)		(5	)
Other items, net		3			10
Total adjustments		52			(196	)
Net cash used in operating activities		(64	)		(13	)
Cash flows from investing activities:
Additions to properties		(9	)		(5	)
Net proceeds from sales of assets/businesses		2			302
Net proceeds from return on equity investment		2			—
Net cash (used in) provided by investing activities		(5	)		297
Cash flows from financing activities:
Repayment of Term Credit Agreement		—			(395	)
Proceeds from Convertible Notes		—			98
Proceeds from borrowings		—			14
Repayment of finance leases		—			(1	)
Preferred stock dividend payments		(6	)		—
Payment of contingent consideration related to the sale of a business		—			(10	)
Net cash used in financing activities		(6	)		(294	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(3	)		1
Net decrease in cash, cash equivalents, restricted cash and cash in assets held for sale		(78	)		(9	)
Cash, cash equivalents, restricted cash and cash in assets held for sale, beginning of period		290			267
Cash, cash equivalents, restricted cash and cash in assets held for sale, end of period	$	212		$	258

The accompanying notes are an integral part of these consolidated financial statements.

	Six-Month Period Ending June 30, 2020
	Eastman Kodak Company Common Shareholders
	Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Treasury Stock			Total			Series A Redeemable Convertible Preferred Stock
Equity (deficit) as of December 31, 2019	$	—	$	604		$	(79	)	$	(417	)	$	(9	)	$	99		$	182
Net loss		—		—			(111	)		—			—			(111	)		—
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			(12	)		—			(12	)		—
Pension and other postretirement liability adjustments		—		—			—			3			—			3			—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		1			—			—			—			1			—
Equity (deficit) as of March 31, 2020	$	—	$	600		$	(190	)	$	(426	)	$	(9	)	$	(25	)	$	184
Net loss		—		—			(5	)		—			—			(5	)		—
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			(4	)		—			(4	)		—
Pension and other postretirement liability adjustments		—		—			—			9			—			9			—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2
Equity (deficit) as of June 30, 2020	$	—	$	595		$	(195	)	$	(421	)	$	(9	)	$	(30	)	$	186

	Six-Month Period Ending June 30, 2019
	Eastman Kodak Company Common Shareholders
	Common Stock		Additional Paid in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Treasury Stock			Total			Series A Redeemable Convertible Preferred Stock
Equity (deficit) as of December 31, 2018	$	—	$	617		$	(200	)	$	(411	)	$	(9	)	$	(3	)	$	173
Net loss		—		—			(18	)		—			—			(18	)		—
Other comprehensive (loss) income (net of tax):
Currency translation adjustments		—		—			—			3			—			3			—
Pension and other postretirement liability adjustments		—		—			—			(1	)		—			(1	)		—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		3			—			—			—			3			—
Prior period adjustment due to adoption of ASU 2016-02		—		—			5			—			—			5			—
Equity (deficit) as of March 31, 2019	$	—	$	615		$	(213	)	$	(409	)	$	(9	)	$	(16	)	$	175
Net income		—		—			201			—			—			201			—
Other comprehensive income (net of tax):
Currency translation adjustments		—		—			—			1			—			1			—
Pension and other postretirement liability adjustments		—		—			—			—			—			—			—
Series A preferred stock cash dividends		—		(3	)		—			—			—			(3	)		—
Series A preferred stock deemed dividends		—		(2	)		—			—			—			(2	)		2
Stock-based compensation		—		2			—			—			—			2			—
Equity (deficit) as of June 30, 2019	$	—	$	612		$	(12	)	$	(408	)	$	(9	)	$	183		$	177

The accompanying notes are an integral part of these consolidated financial statements.

The consolidated interim financial statements are unaudited, and certain information and footnote disclosures related thereto normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated interim financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results of operations, financial position and cash flows of Eastman Kodak Company (“EKC” or the “Company”) and all companies directly or indirectly controlled, either through majority ownership or otherwise (collectively, “Kodak”). The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. These consolidated interim statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”).

The consolidated interim financial statements have been prepared on the going concern basis of accounting, which assumes Kodak will continue to operate as a going concern and which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

As of June 30, 2020 and December 31, 2019, Kodak had approximately $180 million and $233 million, respectively, of cash and cash equivalents. $95 million and $72 million were held in the United States (“U.S.”) as of June 30, 2020 and December 31, 2019, respectively, and $85 million and $161 million were held outside the U.S. Cash balances held outside the U.S. are generally required to support local country operations and may have high tax costs or other limitations that delay the ability to repatriate, and therefore may not be readily available for transfer to other jurisdictions. Outstanding inter-company loans to the U.S. as of June 30, 2020 and December 31, 2019 were $429 million and $408 million, respectively, which includes short-term intercompany loans from Kodak’s international finance center of $130 million and $110 million as of June 30, 2020 and December 31, 2019, respectively. In China, where approximately $23 million and $89 million of cash and cash equivalents was held as of June 30, 2020 and December 31, 2019, respectively, there are limitations related to net asset balances that may impact the ability to make cash available to other jurisdictions in the world. On May 12, 2020, a Chinese subsidiary of Kodak transferred approximately $70 million to a U.S. subsidiary of Kodak associated with an inter-company transaction. Kodak had a net decrease in cash, cash equivalents, restricted cash and cash in assets held for sale of $78 million and $9 million for the six months ended June 30, 2020 and 2019, respectively, and a net increase in cash, cash equivalents, restricted cash and cash in assets held for sale of $23 million for the year ended December 31, 2019. Kodak used cash of $64 million and $13 million in operating activities for the six months ended June 30, 2020 and 2019, respectively, and generated cash from operating activities for the year ended December 31, 2019 of $12 million. Cash flow from operations in 2019 benefitted from working capital improvements and individual transactions that occurred during the year.

U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued or prior to the conditions or events that create the going concern risk.

Kodak is facing liquidity challenges due to operating losses, low or negative cash flow from operations and collateral needs. Kodak has $80 million of letters of credit issued under the Amended and Restated Credit Agreement (the “ABL Credit Agreement”) which matures on May 26, 2021. The Company’s 5.50% Series A Convertible Preferred Stock (the “Series A Preferred Stock”) must be redeemed on November 15, 2021 if not converted prior to then. Additionally, Kodak has significant cash requirements to fund ongoing operations, restructuring programs, pension and other postretirement obligations, and other obligations. Kodak’s plans to return to sustainable positive cash flow include growing revenues profitably, reducing operating expenses, continuing to simplify the organizational structure, generating cash from selling and leasing underutilized assets and paring investment in new technology by eliminating or delaying product development programs as needed. Additionally, the Company looks to implement ways to reduce collateral needs in the U.S.

Kodak’s products are sold and serviced in numerous countries across the globe with more than half of sales generated outside the United States. Current global economic conditions are highly volatile due to the COVID-19 pandemic, resulting in market size contractions in many countries due to economic slowdowns and government restrictions on movement. The economic uncertainties surrounding the COVID-19 pandemic are adding complexity to Kodak’s plans to return to sustainable positive cash flow. To mitigate the economic impacts of the pandemic Kodak is employing temporary furloughs and pay reductions and scaling manufacturing volumes due to expectations of reduced demand.

The recent history of negative operating cash flow, maturity of the ABL Credit Agreement in 2021, redemption date in 2021 for the Series A Preferred Stock, increased challenges in managing cash during the COVID-19 pandemic and general lack of certainty regarding the return to positive cash flow raise substantial doubt about Kodak’s ability to continue as a going concern.

On July 29, 2020, the Company received conversion notices from holders of the Company’s 5.00% Secured Convertible Notes due 2021 (the “Notes”) exercising their rights to convert an aggregate of $95 million of principal amount of the Notes (the “Converted Notes”) into shares of the Company’s common stock, par value $.01 per share (“Common Stock”). Under the terms of the Notes, the conversion date of the Converted Notes is July 29, 2020 (the “Conversion Date”) and the Company was obligated to deliver an aggregate of 29,922,956 shares of Common Stock (the “Conversion Shares”) to the holders of the Converted Notes within five trading days after the Conversion Date. The Company issued the Conversion Shares on August 3, 2020 and has paid the $5.6 million of accumulated interest on the Converted Notes in cash. As a result, the Company’s obligations under the Converted Notes were fully discharged and the remaining outstanding principal amount of the Notes is $5 million.

The Company issued stock-based compensation grants for 2.4 million stock options on July 27, 2020. The terms of 1.8 million of the options awarded on July 27, 2020 provide for immediate vesting or vesting upon conversion of the Notes. The terms of 0.6 million of those options provide for vesting terms of between two and three years. As 95% of the Notes were converted on August 3, 2020, 1.7 million of the 1.8 million options with the accelerated vesting terms (all the options which vested immediately and 95% of the of the options that vested upon conversion of the Notes) vested by August 3, 2020. The valuation of the stock options granted on July 27, 2020 could result in material compensation expense being recognized in the three months ended September 30, 2020.

Certain amounts for prior periods have been reclassified to conform to the current period classification due to Kodak’s new organization structure as of January 2020. Refer to Note 22, “Segment Information” for additional information.

In November 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. This guidance amended Topic 808 and Topic 606 to clarify that transactions in a collaborative arrangement should be accounted for under Topic 606 when the counterparty is a customer for a distinct good or service (i.e., unit of account). The amendments preclude an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. The new standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019 (January 1, 2020 for Kodak). The amendments should be applied retrospectively to the date of initial application of Topic 606. Kodak adopted this ASU on January 1, 2020, and it did not have any impact on Kodak’s consolidated financial statements.

NEW JERSEY		16-0417150
(State of incorporation)		(IRS Employer Identification No.)

343 STATE STREET, ROCHESTER, NEW YORK		14650
(Address of principal executive offices)		(Zip Code)

		Page
Part I.—Financial Information

Item 1.	Financial Statements	3
	Consolidated Statement of Operations (Unaudited)	3
	Consolidated Statement of Comprehensive (Loss) Income (Unaudited)	4
	Consolidated Statement of Financial Position (Unaudited)	5
	Consolidated Statement of Cash Flows (Unaudited)	6
	Consolidated Statement of Equity (Deficit) (Unaudited)	7
	Notes to Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Liquidity and Capital Resources	45
Item 4.	Controls and Procedures	47

Part II. —Other Information

Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 6.	Exhibits	49

	Index to Exhibits	50
	Signatures	51

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐