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 June 30, 2020
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 1-00087
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
|
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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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 August 3, 2020, the registrant had 75,684,110 shares of common stock, par value $0.01 per share, outstanding.
[1]
EASTMAN KODAK COMPANY
Form 10-Q
June 30, 2020
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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7 |
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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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32 |
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45 |
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Item 4. |
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47 |
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Part II. —Other Information |
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Item 1. |
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48 |
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Item 1A. |
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48 |
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Item 2. |
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49 |
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Item 6. |
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49 |
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50 |
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51 |
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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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Six Months Ended |
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June 30, |
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June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Revenues |
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Sales |
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$ |
163 |
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$ |
240 |
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$ |
373 |
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$ |
464 |
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Services |
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|
50 |
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|
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67 |
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107 |
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134 |
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Total revenues |
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213 |
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|
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307 |
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|
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480 |
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598 |
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Cost of revenues |
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Sales |
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159 |
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218 |
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350 |
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423 |
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Services |
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33 |
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|
|
47 |
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73 |
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|
93 |
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Total cost of revenues |
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192 |
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265 |
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423 |
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516 |
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Gross profit |
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21 |
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42 |
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57 |
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82 |
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Selling, general and administrative expenses |
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34 |
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54 |
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82 |
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113 |
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Research and development costs |
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8 |
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11 |
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17 |
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22 |
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Restructuring costs and other |
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1 |
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2 |
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8 |
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4 |
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Other operating income, net |
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(3 |
) |
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— |
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(10 |
) |
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— |
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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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(25 |
) |
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(40 |
) |
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(57 |
) |
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Interest expense |
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4 |
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|
|
5 |
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8 |
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8 |
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Pension income excluding service cost component |
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(27 |
) |
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(26 |
) |
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(53 |
) |
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(53 |
) |
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Other charges (income), net |
|
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8 |
|
|
|
— |
|
|
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(45 |
) |
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|
1 |
|
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(Loss) income from continuing operations before income taxes |
|
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(4 |
) |
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(4 |
) |
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50 |
|
|
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(13 |
) |
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Provision for income taxes |
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1 |
|
|
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2 |
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166 |
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|
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5 |
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Loss from continuing operations |
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(5 |
) |
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(6 |
) |
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(116 |
) |
|
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(18 |
) |
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Income from discontinued operations, net of income taxes |
|
|
— |
|
|
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207 |
|
|
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— |
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|
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201 |
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Net (loss) income |
|
$ |
(5 |
) |
|
$ |
201 |
|
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$ |
(116 |
) |
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$ |
183 |
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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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Continuing operations |
|
$ |
(0.23 |
) |
|
$ |
(0.25 |
) |
|
$ |
(2.88 |
) |
|
$ |
(0.65 |
) |
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Discontinued operations |
|
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— |
|
|
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4.81 |
|
|
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— |
|
|
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4.67 |
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Total |
|
$ |
(0.23 |
) |
|
$ |
4.56 |
|
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$ |
(2.88 |
) |
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$ |
4.02 |
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Number of common shares used in basic and diluted net loss per share |
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43.7 |
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43.0 |
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43.7 |
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43.0 |
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The accompanying notes are an integral part of these consolidated financial statements.
[3]
CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
(in millions)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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NET (LOSS) INCOME |
|
$ |
(5 |
) |
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$ |
201 |
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$ |
(116 |
) |
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$ |
183 |
|
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Other comprehensive income (loss), net of tax: |
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|
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Currency translation adjustments |
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(4 |
) |
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1 |
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(16 |
) |
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4 |
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Pension and other postretirement benefit plan obligation activity, net of tax |
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9 |
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— |
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12 |
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(1 |
) |
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Other comprehensive income (loss), net of tax |
|
|
5 |
|
|
|
1 |
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(4 |
) |
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3 |
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COMPREHENSIVE INCOME (LOSS), NET OF TAX |
|
$ |
— |
|
|
$ |
202 |
|
|
$ |
(120 |
) |
|
$ |
186 |
|
The accompanying notes are an integral part of these consolidated financial statements.
[4]
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
|
|
|
June 30, |
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|
December 31, |
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||
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(in millions) |
|
2020 |
|
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2019 |
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||
|
ASSETS |
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
180 |
|
|
$ |
233 |
|
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Trade receivables, net of allowances of $12 and $8, respectively |
|
|
140 |
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|
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208 |
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Inventories, net |
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228 |
|
|
|
215 |
|
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Restricted cash - current portion |
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|
7 |
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12 |
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Other current assets |
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|
32 |
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|
36 |
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Current assets held for sale |
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2 |
|
|
|
2 |
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Total current assets |
|
|
589 |
|
|
|
706 |
|
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Property, plant and equipment, net of accumulated depreciation of $418 and $423, respectively |
|
|
157 |
|
|
|
181 |
|
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Goodwill |
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12 |
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|
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12 |
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Intangible assets, net |
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|
41 |
|
|
|
47 |
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Operating lease right-of-use assets |
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|
51 |
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|
|
49 |
|
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Restricted cash |
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|
25 |
|
|
|
45 |
|
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Deferred income taxes |
|
|
— |
|
|
|
147 |
|
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Other long-term assets |
|
|
285 |
|
|
|
228 |
|
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TOTAL ASSETS |
|
$ |
1,160 |
|
|
$ |
1,415 |
|
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY (DEFICIT) |
|
|
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|
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Accounts payable, trade |
|
$ |
101 |
|
|
$ |
153 |
|
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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 |
|
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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 |
|
|
|
|
|
|
|
|
|
|
|
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Commitments and Contingencies (Note 11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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.
[5]
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
|
|
|
Six Months Ended |
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|||||
|
|
|
June 30, |
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|||||
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(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.
[6]
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited)
|
|
|
Six-Month Period Ending June 30, 2020 |
|
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|
|
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 |
|
[7]
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited) (cont’d)
|
|
|
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.
[8]
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1: BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
BASIS OF PRESENTATION
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”).
GOING CONCERN
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