UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2019
or
☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File Number 1-87
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
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NEW JERSEY |
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16-0417150 |
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(State of incorporation) |
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(IRS Employer Identification No.) |
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343 STATE STREET, ROCHESTER, NEW YORK |
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14650 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: 585-724-4000
Securities registered pursuant to Section 12 (b) of the Act:
|
Title of each class
Common |
Trading Symbol (s) |
Name of each exchange on which registered |
|
Common stock, par value $0.01 per share |
KODK |
New York Stock Exchange |
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.
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☐ |
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Accelerated filer |
☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
☒ |
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Emerging growth company |
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☐ |
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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 November 1, 2019, the registrant had 43,223,181 shares of common stock, par value $0.01 per share, outstanding.
[1]
EASTMAN KODAK COMPANY
Form 10-Q
September 30, 2019
Table of Contents
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Page |
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Part I.—Financial Information |
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Item 1. |
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3 |
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3 |
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Consolidated Statement of Comprehensive (Loss) Income (Unaudited) |
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4 |
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5 |
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6 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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39 |
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49 |
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Item 4. |
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51 |
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Part II. —Other Information |
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Item 1. |
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52 |
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Item 1A. |
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52 |
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Item 2. |
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52 |
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Item 6. |
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52 |
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53 |
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54 |
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[2]
EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
(in millions, except per share data)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Revenues |
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Sales |
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$ |
249 |
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$ |
259 |
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$ |
713 |
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$ |
768 |
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Services |
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|
66 |
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70 |
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200 |
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|
|
211 |
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Total revenues |
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315 |
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|
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329 |
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913 |
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979 |
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Cost of revenues |
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Sales |
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216 |
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232 |
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639 |
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700 |
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Services |
|
|
46 |
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|
47 |
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|
139 |
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|
146 |
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Total cost of revenues |
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262 |
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279 |
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778 |
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846 |
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Gross profit |
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53 |
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50 |
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135 |
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133 |
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Selling, general and administrative expenses |
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48 |
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53 |
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161 |
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170 |
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Research and development costs |
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11 |
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12 |
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33 |
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37 |
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Restructuring costs and other |
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3 |
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9 |
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7 |
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13 |
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Other operating expense (income), net |
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10 |
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(10 |
) |
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10 |
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(12 |
) |
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Loss from continuing operations before interest expense, pension income excluding service cost component, other charges (income), net and income taxes |
|
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(19 |
) |
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(14 |
) |
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(76 |
) |
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(75 |
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Interest expense |
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4 |
|
|
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2 |
|
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12 |
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|
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6 |
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Pension income excluding service cost component |
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(26 |
) |
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(35 |
) |
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(79 |
) |
|
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(99 |
) |
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Other charges (income), net |
|
|
6 |
|
|
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(4 |
) |
|
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7 |
|
|
|
13 |
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(Loss) earnings from continuing operations before income taxes |
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(3 |
) |
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23 |
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(16 |
) |
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5 |
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Provision for income taxes |
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7 |
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|
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3 |
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12 |
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7 |
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(Loss) earnings from continuing operations |
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(10 |
) |
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20 |
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|
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(28 |
) |
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(2 |
) |
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Income (loss) from discontinued operations, net of income taxes |
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5 |
|
|
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(1 |
) |
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206 |
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|
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— |
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Net (loss) income |
|
$ |
(5 |
) |
|
$ |
19 |
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$ |
178 |
|
|
$ |
(2 |
) |
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Basic and diluted (loss) income per share attributable to Eastman Kodak Company common shareholders: |
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|
|
|
|
|
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|
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|
|
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Continuing operations |
|
$ |
(0.35 |
) |
|
$ |
0.35 |
|
|
$ |
(1.00 |
) |
|
$ |
(0.40 |
) |
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Discontinued operations |
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0.12 |
|
|
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(0.02 |
) |
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4.79 |
|
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— |
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Total |
|
$ |
(0.23 |
) |
|
$ |
0.33 |
|
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$ |
3.79 |
|
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$ |
(0.40 |
) |
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Number of common shares used in basic and diluted net loss per share |
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Basic |
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43.0 |
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42.7 |
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43.0 |
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42.7 |
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Diluted |
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43.0 |
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43.0 |
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43.0 |
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42.7 |
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The accompanying notes are an integral part of these consolidated financial statements.
[3]
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(in millions)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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NET INCOME (LOSS) |
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$ |
(5 |
) |
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$ |
19 |
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$ |
178 |
|
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$ |
(2 |
) |
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Other comprehensive income (loss), net of tax: |
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|
|
|
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|
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|
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|
|
|
|
|
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Currency translation adjustments |
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|
(2 |
) |
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(12 |
) |
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2 |
|
|
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(19 |
) |
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Pension and other postretirement benefit plan obligation activity, net of tax |
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(1 |
) |
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3 |
|
|
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(2 |
) |
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|
3 |
|
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Other comprehensive income (loss), net of tax |
|
|
(3 |
) |
|
|
(9 |
) |
|
|
— |
|
|
|
(16 |
) |
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COMPREHENSIVE INCOME (LOSS), NET OF TAX |
|
$ |
(8 |
) |
|
$ |
10 |
|
|
$ |
178 |
|
|
$ |
(18 |
) |
The accompanying notes are an integral part of these consolidated financial statements.
[4]
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
|
|
|
September 30, |
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December 31, |
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(in millions) |
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2019 |
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2018 |
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ASSETS |
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Cash and cash equivalents |
|
$ |
225 |
|
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$ |
233 |
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Trade receivables, net of allowances of $8 and $9, respectively |
|
|
195 |
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|
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232 |
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Inventories, net |
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|
242 |
|
|
|
231 |
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Other current assets |
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|
57 |
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|
47 |
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Current assets held for sale |
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2 |
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|
167 |
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Total current assets |
|
|
721 |
|
|
|
910 |
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Property, plant and equipment, net of accumulated depreciation of $419 and $395, respectively |
|
|
186 |
|
|
|
216 |
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Goodwill |
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|
12 |
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|
|
12 |
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Intangible assets, net |
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|
53 |
|
|
|
58 |
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Operating lease right-of-use assets |
|
|
49 |
|
|
|
— |
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Restricted cash |
|
|
36 |
|
|
|
11 |
|
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Deferred income taxes |
|
|
147 |
|
|
|
160 |
|
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Other long-term assets |
|
|
205 |
|
|
|
143 |
|
|
TOTAL ASSETS |
|
$ |
1,409 |
|
|
$ |
1,510 |
|
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT) |
|
|
|
|
|
|
|
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Accounts payable, trade |
|
$ |
140 |
|
|
$ |
130 |
|
|
Short-term borrowings and current portion of long-term debt |
|
|
2 |
|
|
|
396 |
|
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Current portion of operating leases |
|
|
26 |
|
|
|
— |
|
|
Other current liabilities |
|
|
203 |
|
|
|
209 |
|
|
Current liabilities held for sale |
|
|
— |
|
|
|
43 |
|
|
Total current liabilities |
|
|
371 |
|
|
|
778 |
|
|
Long-term debt, net of current portion |
|
|
106 |
|
|
|
5 |
|
|
Pension and other postretirement liabilities |
|
|
352 |
|
|
|
379 |
|
|
Operating leases, net of current portion |
|
|
34 |
|
|
|
— |
|
|
Other long-term liabilities |
|
|
195 |
|
|
|
178 |
|
|
Total liabilities |
|
|
1,058 |
|
|
|
1,340 |
|
|
|
|
|
|
|
|
|
|
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|
Commitments and Contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Redeemable, convertible Series A preferred stock, no par value, $100 per share liquidation preference |
|
180 |
|
|
173 |
|
||
|
|
|
|
|
|
|
|
|
|
|
Equity (Deficit) |
|
|
|
|
|
|
|
|
|
Common stock, $0.01 par value |
|
|
— |
|
|
|
— |
|
|
Additional paid in capital |
|
|
608 |
|
|
|
617 |
|
|
Treasury stock, at cost |
|
|
(9 |
) |
|
|
(9 |
) |
|
Accumulated deficit |
|
|
(17 |
) |
|
|
(200 |
) |
|
Accumulated other comprehensive loss |
|
|
(411 |
) |
|
|
(411 |
) |
|
Total shareholders’ equity (deficit) |
|
|
171 |
|
|
|
(3 |
) |
|
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT) |
|
$ |
1,409 |
|
|
$ |
1,510 |
|
The accompanying notes are an integral part of these consolidated financial statements.
[5]
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
|
|
|
Nine Months Ended |
|
|||||
|
|
|
September 30, |
|
|||||
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(in millions) |
|
2019 |
|
|
2018 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
178 |
|
|
$ |
(2 |
) |
|
Adjustments to reconcile to net cash used in operating activities: |
|
|
|
|
|
|
|
|
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Depreciation and amortization |
|
|
43 |
|
|
|
58 |
|
|
Pension income |
|
|
(72 |
) |
|
|
(81 |
) |
|
Change in fair value of embedded derivatives in the Series A Preferred Stock and Convertible Notes |
|
|
3 |
|
|
|
2 |
|
|
Net gain on sales of assets/businesses |
|
|
(202 |
) |
|
|
(7 |
) |
|
Stock based compensation |
|
|
6 |
|
|
|
5 |
|
|
Non-cash changes in workers' compensation and legal reserves |
|
|
2 |
|
|
|
(10 |
) |
|
Provision for deferred income taxes |
|
|
6 |
|
|
|
6 |
|
|
Decrease in trade receivables |
|
|
30 |
|
|
|
28 |
|
|
Increase in inventories |
|
|
(18 |
) |
|
|
(42 |
) |
|
Increase (decrease) in trade payables |
|
|
13 |
|
|
|
(25 |
) |
|
Decrease in liabilities excluding borrowings and trade payables |
|
|
(5 |
) |
|
|
(20 |
) |
|
Other items, net |
|
|
12 |
|
|
|
9 |
|
|
Total adjustments |
|
|
(182 |
) |
|
|
(77 |
) |
|
Net cash used in operating activities |
|
|
(4 |
) |
|
|
(79 |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Additions to properties |
|
|
(11 |
) |
|
|
(24 |
) |
|
Net proceeds from sales of businesses/assets |
|
|
326 |
|
|
|
8 |
|
|
Net cash provided by (used in) investing activities |
|
|
315 |
|
|
|
(16 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Repayment of Term Credit Agreement |
|
|
(395 |
) |
|
|
— |
|
|
Proceeds from Convertible Notes |
|
|
98 |
|
|
|
— |
|
|
Proceeds from borrowings |
|
|
14 |
|
|
|
— |
|
|
Repayment of finance leases |
|
|
(2 |
) |
|
|
(2 |
) |
|
Preferred stock dividend payments |
|
|
— |
|
|
|
(8 |
) |
|
Payment of contingent consideration related to the sale of a business |
|
|
(10 |
) |
|
|
— |
|
|
Net cash used in financing activities |
|
|
(295 |
) |
|
|
(10 |
) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
(4 |
) |
|
|
(8 |
) |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
12 |
|
|
|
(113 |
) |
|
Cash, cash equivalents, restricted cash and cash in assets held for sale, beginning of period |
|
|
267 |
|
|
|
369 |
|
|
Cash, cash equivalents, restricted cash and cash in assets held for sale, end of period |
|
$ |
279 |
|
|
$ |
256 |
|
The accompanying notes are an integral part of these consolidated financial statements.
[6]
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited)
|
|
|
Nine-Month Period Ending September 30, 2019 |
|
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|
|
Eastman Kodak Company Common Shareholders |
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Common Stock |
|
|
Additional Paid in Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Income (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 (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 earnings |
|
|
— |
|
|
|
— |
|
|
|
201 |
|
|
|
— |
|
|
|
— |
|
|
|
201 |
|
|
|
— |
|
|
Other comprehensive loss (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 |
|
|
Net (loss) earnings |
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
|
— |
|
|
Other comprehensive loss (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
Pension and other postretirement liability adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
Series A preferred stock cash dividends |
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
Series A preferred stock deemed dividends |
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3 |
) |
|
|
3 |
|
|
Stock-based compensation |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
Equity (deficit) as of September 30, 2018 |
|
$ |
— |
|
|
$ |
608 |
|
|
$ |
(17 |
) |
|
$ |
(411 |
) |
|
$ |
(9 |
) |
|
$ |
171 |
|
|
$ |
180 |
|
The accompanying notes are an integral part of these consolidated financial statements.
[7]
|
|
Nine-Month Period Ending September 30, 2018 |
|
||||||||||||||||||||||||||
|
|
|
Eastman Kodak Company Common Shareholders |
|
|
|
|
|
|||||||||||||||||||||
|
|
|
Common Stock |
|
|
Additional Paid in Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Treasury Stock |
|
|
Total |
|
|
Series A Redeemable Convertible Preferred Stock |
|
|||||||
|
Equity (deficit) as of December 31, 2017 |
|
$ |
— |
|
|
$ |
631 |
|
|
$ |
(174 |
) |
|
$ |
(391 |
) |
|
$ |
(9 |
) |
|
$ |
57 |
|
|
$ |
164 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
(25 |
) |
|
|
— |
|
|
|
— |
|
|
|
(25 |
) |
|
|
— |
|
|
Other comprehensive loss (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
|
|
— |
|
|
|
13 |
|
|
|
— |
|
|
Pension and other postretirement liability adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Series A preferred stock cash dividends |
|
|
— |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
||||||||||||