The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
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, 2021 (the “2021 Form 10-K”).
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
No accounting pronouncements have been adopted in 2022.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. ASU 2016-13 (as amended by ASUs 2018-19, 2019-04, 2019-05, 2019-10, 2019-11, 2020-02, 2020-03 and 2022-02) requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. In addition, the ASU requires credit losses relating to available-for-sale debt securities to be recorded through an allowance for credit losses. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The ASU is effective January 1, 2023, for Kodak, and interim periods within that fiscal year. Early adoption is permitted. Kodak is currently evaluating the impact of this ASU.
NOTE 2: CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statement of Financial Position that sums to the total of such amounts shown in the Statement of Cash Flows:
|
|
March 31, |
|
|
December 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Cash and cash equivalents |
|
$ |
309 |
|
|
$ |
362 |
|
Restricted cash reported in Other current assets |
|
|
7 |
|
|
|
7 |
|
Restricted cash |
|
|
58 |
|
|
|
54 |
|
Total cash, cash equivalents and restricted cash shown in
the Statement of Cash Flows |
|
$ |
374 |
|
|
$ |
423 |
|
Restricted cash reported in Other current assets on the Consolidated Statement of Financial Position primarily represents amounts that support hedging activities.
[8]
Restricted cash includes $45 million as of March 31, 2022 and December 31, 2021 representing the cash collateral required to be posted by the Company under the Letter of Credit Facility (“L/C Cash Collateral”). In addition, Restricted cash as of March 31, 2022 and December 31, 2021 includes an escrow of $5 million and $4 million, respectively, in China to secure various ongoing obligations under the agreements for a strategic relationship with Lucky HuaGuang Graphics Co. Ltd. Restricted cash also included $6 million and $3 million of security posted related to Brazilian legal contingencies as of March 31, 2022 and December 31, 2021, respectively.
NOTE 3: INVENTORIES, NET
|
|
March 31, |
|
|
December 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Finished goods |
|
$ |
111 |
|
|
$ |
94 |
|
Work in process |
|
|
69 |
|
|
|
65 |
|
Raw materials |
|
|
67 |
|
|
|
60 |
|
Total |
|
$ |
247 |
|
|
$ |
219 |
|
NOTE 4: CONVERTIBLE SECURITIES
2021 Convertible Notes
On February 26, 2021, the Company entered into a Securities Purchase Agreement with certain funds affiliated with Kennedy Lewis Investment Management LLC (“KLIM”) as lenders (the “Buyers”) pursuant to which the Company sold to the Buyers $25 million aggregate principal amount of the Company’s newly issued 5.0% unsecured convertible promissory notes due May 28, 2026 (the “Convertible Notes”) in a private placement transaction. The Convertible Notes bear interest at a rate of 5.0% per annum, which will be payable in cash on the maturity date and in additional shares of Common Stock on any conversion date. The payment of interest only at the maturity date has the same effect as delivering additional debt instruments to the Holders of the Convertible Notes and therefore is considered PIK. PIK will be added to the carrying value of the debt through the term and interest expense will be recorded using the effective interest method. The maturity date of the Convertible Notes is May 28, 2026.
Conversion Features
The Buyers will have the right to elect at any time to convert the Convertible Notes into shares of Common Stock at an initial conversion rate equal to 100 shares of Common Stock per each $1,000 principal amount of the Convertible Notes (based on an initial conversion price equal to $10.00 per share of Common Stock). The conversion rate and conversion price will be subject to certain customary anti-dilution adjustments.
If the closing price of the Common Stock equals or exceeds $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within any period of 60 consecutive trading days, the Company will have the right to cause the mandatory conversion of the Convertible Notes into shares of Common Stock.
In the event of certain fundamental transactions, the Buyers will have the right, within a period of 30 days following the occurrence of such transaction (“Holder Fundamental Transaction Election Period”), to elect to either require prepayment of the Convertible Notes at par plus accrued and unpaid interest or convert all or a portion of the Convertible Notes into shares of Common Stock at the conversion rate then in effect plus any additional shares based on the price per share of Common Stock in connection with the fundamental transaction, or to receive the shares of a successor entity, if any.
Embedded Derivatives
Kodak allocated $12 million of the net proceeds received to a derivative liability based on the aggregate fair value of the embedded features on the date of issuance which reduced the net carrying value of the Convertible Notes. The derivative is being accounted for at fair value with subsequent changes in the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Convertible Notes embedded derivative as of March 31, 2022 and December 31, 2021 was a liability of $8 million and $4 million, respectively, and is included in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position. Refer to Note 16, “Financial Instruments” for information on the valuation of the derivative.
[9]
The carrying value of the Convertible Notes at both March 31, 2022 and December 31, 2021 was $15 million. The estimated fair value of the Convertible Notes as of March 31, 2022 was $22 million (Level 3). The carrying value is being accreted to the aggregate principal amount using the effective interest method from the date of issuance through the maturity date.
Preferred Stock
Redeemable convertible preferred stock was as follows:
|
|
March 31, |
|
|
December 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Series B preferred stock |
|
$ |
94 |
|
|
$ |
94 |
|
Series C preferred stock |
|
|
104 |
|
|
|
102 |
|
Total |
|
$ |
198 |
|
|
$ |
196 |
|
Series B Preferred Stock
On February 26, 2021 the Company agreed to exchange the remaining one million shares of Series A Preferred Stock held by Southeastern Asset Management, Inc. (“Southeastern”) and Longleaf Partners Small-Cap Fund, C2W Partners Master Fund Limited and Deseret Mutual Pension Trust, which are investment funds managed by Southeastern (such investment funds, collectively, the “Purchasers”), for shares of the Company’s newly created 4.0% Series B Convertible Preferred Stock, no par value (the “Series B Preferred Stock”) on a one-for-one basis plus accrued and unpaid dividends. The fair value of the Series B Preferred Stock at the time of issuance approximated $95 million. The Company has classified the Series B Preferred Stock as temporary equity in the Consolidated Statement of Financial Position.
Dividends
The holders of Series B Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum. Dividends owed on the Series B Preferred Stock have been declared and paid when due.
Conversion Features
Each share of Series B Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion rate of 9.5238 shares of Common Stock for each share of Series B Preferred Stock (equivalent to an initial conversion price of $10.50 per share of Common Stock). The initial conversion rate and the corresponding conversion price will be subject to certain customary anti-dilution adjustments. If a holder elects to convert any shares of Series B Preferred Stock during a specified period in connection with a fundamental change (as defined in the Series B Certificate of Designations), such holder can elect to have the conversion rate adjusted and can elect to receive a cash payment in lieu of shares for a portion of the shares. Such holder will also be entitled to a payment in respect of accumulated dividends. In addition, the Company will have the right to require holders to convert any shares of Series B Preferred Stock in connection with certain reorganization events in which case the conversion rate will be adjusted, subject to certain limitations.
The Company will have the right to cause the mandatory conversion of the Series B Preferred Stock into shares of Common Stock at any time after the initial issuance of the Series B Preferred Stock if the closing price of the Common Stock has equaled or exceeded $14.50 (subject to adjustment in the same manner as the conversion price) for 45 trading days within a period of 60 consecutive trading days.
Embedded Conversion Features
The Company allocated $1 million to the derivative liability based on the aggregate fair value of the embedded conversion feature on the date of issuance which reduced the original carrying value of the Series B Preferred Stock. The derivative is being accounted for at fair value with subsequent changes in the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Series B Preferred Stock embedded derivative as of both March 31, 2022 and December 31, 2021 was a liability of $1 million and is included in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position. Refer to Note 16, “Financial Instruments” for information on the valuation of the derivative.
The carrying value of the Series B Preferred Stock is being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date, May 28, 2026.
[10]
Series C Preferred Stock
Purchase Agreement
On February 26, 2021, the Company and GO EK Ventures IV, LLC (the “Investor”) entered into a Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, an aggregate of 1,000,000 shares of the Company’s newly created 5.0% Series C Convertible Preferred Stock, no par value per share (the “Series C Preferred Stock”), for a purchase price of $100 per share, representing $100 million of gross proceeds to the Company. The Investor is a fund managed by Grand Oaks Capital. The Company has classified the Series C Preferred Stock as temporary equity in the Consolidated Statement of Financial Position.
Dividends
The holders of Series C Preferred Stock are entitled to cumulative dividends payable quarterly “in‐kind” in the form of additional shares of Series C Preferred Stock at a rate of 5.0% per annum. Dividends owed on the Series C Preferred Stock have been declared and additional Series C shares issued when due.
Conversion Features
Each share of Series C Preferred Stock is convertible, at the option of each holder at any time, into shares of Common Stock at the initial conversion price of $10 per share of Common Stock. The initial conversion price and the corresponding conversion rate will be subject to certain customary anti-dilution adjustments and to proportional increase in the event the liquidation preference of the Series C Preferred Stock is automatically increased as described above. If a holder elects to convert any shares of Series C Preferred Stock during a specified period in connection with a fundamental change (as defined in the Series C Certificate of Designations), such holder can elect to have the conversion rate adjusted and can elect to receive a cash payment in lieu of shares for a portion of the shares of Common Stock. Such holder will also be entitled to a payment in respect of accumulated dividends and a payment based on the present value of all required remaining dividend payments through May 28, 2026, the mandatory redemption date. Such additional payments will be payable at the Company’s option in cash or in additional shares of Common Stock. In addition, the Company will have the right to require holders to convert any shares of Series C Preferred Stock in connection with certain reorganization events in which case the conversion rate will be adjusted, subject to certain limitations.
The Company will have the right to cause the mandatory conversion of the Series C Preferred Stock into shares of Common Stock (i) at any time after February 26, 2023 if the closing price of the Common Stock has equaled or exceeded 200% of the then-effective conversion price for 45 trading days within a period of 60 consecutive trading days, or (ii) at any time after February 26, 2024 if the closing price of the Common Stock has equaled or exceeded 150% of the then-effective conversion price for 45 trading days within a period of 60 consecutive trading days.
Embedded Conversion Features
The Company allocated $2 million of the net proceeds received to the derivative liability based on the aggregate fair value of the embedded conversion features on the dates of issuance which reduced the original carrying value of the Series C Preferred Stock. The derivative is being accounted for at fair value with subsequent changes in the fair value being reported as part of Other charges, net in the Consolidated Statement of Operations. The fair value of the Series C Preferred Stock derivative as of March 31, 2022 and December 31, 2021 was a liability of $1 million and $2 million, respectively, and is included in Other long-term liabilities in the accompanying Consolidated Statement of Financial Position. Refer to Note 16, “Financial Instruments” for information on the valuation of the derivative.
The carrying value of the Series C Preferred Stock is being accreted to the mandatory redemption amount using the effective interest method to Additional paid in capital in the Consolidated Statement of Financial Position as a deemed dividend from the date of issuance through the mandatory redemption date.
[11]
NOTE 5: LEASES
Income recognized on operating lease arrangements for the three months ended March 31, 2022 and 2021 is presented below. Income recognized for sales-type lease arrangements for the three months ended March 31, 2022 and 2021 was $0 million and $1 million, respectively.
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Lease income - operating leases: |
|
|
|
|
|
|
|
|
Lease income |
|
$ |
2 |
|
|
$ |
2 |
|
Variable lease income |
|
|
1 |
|
|
|
1 |
|
Total lease income |
|
$ |
3 |
|
|
$ |
3 |
|
NOTE 6: COMMITMENTS AND CONTINGENCIES
As of March 31, 2022, the Company had outstanding letters of credit of $46 million and $44 million issued under the Amended ABL Credit Agreement and the L/C Facility Agreement, respectively, as well as bank guarantees and letters of credit of $2 million, surety bonds in the amount of $29 million, and restricted cash of $65 million, primarily related to cash collateral for the outstanding letters of credit under the L/C Facility Agreement, to ensure payment of possible casualty and workers’ compensation claims, legal contingencies, hedging activities, environmental liabilities, rental payments and to support various customs, tax and trade activities.
Kodak’s Brazilian operations are involved in various litigation matters in Brazil and have received or been the subject of numerous governmental assessments related to indirect and other taxes in various stages of litigation, as well as civil litigation and disputes associated with former employees and contract labor. The tax matters, which comprise the majority of the litigation matters, are primarily related to federal and state value-added taxes. Kodak’s Brazilian operations are disputing these matters and intend to vigorously defend its position. Kodak routinely assesses all these matters as to the probability of ultimately incurring a liability in its Brazilian operations and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of March 31, 2022, Kodak’s Brazilian Operations maintained accruals of approximately $3 million for claims aggregating approximately $131 million inclusive of interest and penalties where appropriate. The unreserved portion of the indirect taxes, civil litigation and disputes associated with former employees and contract labor claims, inclusive of any related interest and penalties, for which there was at least a reasonable possibility that a loss may be incurred, amounted to approximately $5 million.
In connection with assessments in Brazil, local regulations may require Kodak’s Brazilian operations to post security for a portion of the amounts in dispute. As of March 31, 2022, Kodak’s Brazilian operations have posted security composed of $6 million of pledged cash reported within Restricted cash in the Consolidated Statement of Financial Position and liens on certain Brazilian assets with a net book value of approximately $46 million. Generally, any encumbrances on the Brazilian assets would be removed to the extent the matter is resolved in Kodak's favor.
On August 13, 2020 Tiandong Tang commenced a class action lawsuit against the Company, its Executive Chairman and Chief Executive Officer and its Chief Financial Officer in Federal District Court in the District of New Jersey, and on August 26, 2020 Jimmie A. McAdams and Judy P. McAdams commenced a class action lawsuit against the Company and its Executive Chairman and Chief Executive Officer in Federal District Court in the Southern District of New York (collectively, the “Securities Class Actions”). The Securities Class Actions seek damages and other relief based on alleged violations of federal securities laws in the context of the U.S. International Development Finance Corporation (the “DFC”) announcement (the “DFC Announcement”) of the signing of a non-binding letter of interest to provide a subsidiary of the Company with a potential $765 million loan (the “DFC Loan”) to support the launch of Kodak Pharmaceuticals, an initiative that would manufacture pharmaceutical ingredients for essential generic drugs (the “DFC Pharmaceutical Project”) on July 28, 2020. The Securities Class Actions were transferred to the Federal District Court for the Western District of New York and were consolidated into a single proceeding (the “Consolidated Securities Class Action”) on June 22, 2021. Les Investissements Kiz Inc. and UAT Trading Service, Inc. were appointed by the court to serve as lead plaintiff for the Consolidated Securities Class Action on August 2, 2021, and the lead plaintiff filed an amended consolidated complaint on October 1, 2021 which added Kodak’s General Counsel and current and former members of its Board of Directors as additional defendants. The Company and individual defendants filed motions to dismiss the Consolidated Securities Class Action on December 14, 2021. The lead plaintiff filed an opposition to the motions to dismiss on February 28, 2022, and the Company and the individual defendants filed responses to the plaintiff’s opposition on April 6, 2022. The Company intends to continue to vigorously defend itself against the Consolidated Securities Class Action.
[12]
On December 29, 2020 Robert Garfield commenced a class action lawsuit against the Company and current and former members of its Board of Directors in the Superior Court of Mercer County, New Jersey seeking equitable relief and damages in favor of the Company based on alleged breaches of fiduciary duty by the Company’s Board of Directors associated with alleged false and misleading proxy statement disclosures (including the successor New York lawsuit discussed below, the “Fiduciary Class Action”). The Company and each of the individual defendants filed motions to dismiss the Fiduciary Class Action on April 13, 2021. The plaintiff in the Fiduciary Class Action voluntarily dismissed the Fiduciary Class Action without prejudice on May 26, 2021 and filed a lawsuit substantially similar to the dismissed New Jersey lawsuit in the Supreme Court of the State of New York in Monroe County on October 27, 2021, this time on behalf of a purported class of beneficial and record owners of stock of the Company as of March 26, 2020 who continue to own such stock through the present. The Company and individual defendants filed motions to dismiss the Fiduciary Class Action on January 19, 2022. The plaintiff filed an opposition to the motions to dismiss on March 28, 2022, and the Company and the individual defendants filed responses to the plaintiff’s opposition on May 9, 2022. The Company intends to continue to vigorously defend itself against the Fiduciary Class Action.
The Company has also received five requests under New Jersey law demanding, among other things, that the Company take certain actions in response to alleged breaches of fiduciary duty relating to option grants and securities transactions in the context of the DFC Announcement and alleged proxy statement disclosure deficiencies (each a “Derivative Demand”, and collectively the “Derivative Demands”). On May 19, 2021 Louis Peters, one of the persons making a Derivative Demand (“Peters”), commenced a derivative lawsuit on behalf of the Company against certain officers and current and former directors of the Company and the Company as a nominal defendant in the Supreme Court of the State of New York in Monroe County seeking damages and equitable relief based on alleged breaches of fiduciary duty and unjust enrichment resulting from stock trades, option grants and a charitable contribution in the context of the DFC Announcement of the potential DFC Loan and DFC Pharmaceutical Project (the “State Derivative Lawsuit”). The plaintiff filed an amended complaint in the State Derivative Lawsuit on August 23, 2021, and the Company and individual defendants filed motions to dismiss (or alternatively, in the case of the Company, a motion for summary judgment) in the State Derivative Lawsuit on October 22, 2021. On March 17, 2022, the Court issued an order staying the State Derivative Lawsuit pending the resolution of the Federal Derivative Lawsuit described below.
On September 2, 2021 Herbert Silverberg, another person making a Derivative Demand (“Silverberg”), commenced a derivative lawsuit on behalf of the Company against one current and one former director of the Company and the Company as a nominal defendant in the Federal District Court for the Western District of New York seeking damages and equitable relief on a basis overlapping with the State Derivative Lawsuit and alleged proxy statement misrepresentations and omissions. On October 4, 2021 Peters commenced a derivative lawsuit on behalf of the Company against the same parties named in the State Derivative Lawsuit in the Federal District Court for the Western District of New York seeking damages and equitable relief on a basis overlapping with the State Derivative Lawsuit and alleged violations of Section 10(b) of the Exchange Act. The Federal derivative lawsuits filed by Silverberg and Peters were consolidated into a single proceeding (the “Federal Derivative Lawsuit”) on January 18, 2022, and Peters was appointed as lead plaintiff in the Federal Derivative Lawsuit. An amended consolidated complaint combining the allegations contained in the Federal derivative lawsuits filed by Silverberg and Peters was filed in the Federal Derivative Lawsuit on February 16, 2022, and the Company and individual defendants filed motions to dismiss or, in the alternative in the case of the Company, for summary judgment on April 15, 2022.
Additional shareholder derivative lawsuits may be brought based on the other Derivative Demands (any such lawsuits, collectively with the State Derivative Lawsuit, the Federal Derivative Lawsuit and the Fiduciary Class Action, the “Fiduciary Matters”). The Company, acting through a Special Committee of Independent Directors, previously determined that there was no merit to the claims alleged by the Derivative Demands made through the time of its determination (except with respect to the charitable contribution, which was not fully considered by the Special Committee). See the Company’s Current Report on Form 8‐K filed with the SEC on September 16, 2020. The Company, acting through a separate Special Litigation Committee of Independent Directors, concurred with the first Special Committee’s findings and further concluded it is not in the Company’s interest to bring or allow any other shareholder to assert any of the claims alleged by the State Derivative Lawsuit or Federal Derivative Lawsuit (with the exception of the Peters claim purportedly arising under Section 10(b) of the Exchange Act, which was not addressed as no demand was made with respect to such claim). The second Special Litigation Committee will carefully review any other additional complaints constituting Fiduciary Matters which may be filed.
The DFC Announcement has also prompted investigations by several congressional committees, the SEC and the New York Attorney General’s office. The Company has cooperated in those investigations.
[13]
As previously reported, the Attorney General of the State of New York (the “NYAG”) has threatened to file a lawsuit against the Company and its Chief Executive Officer alleging violations of New York State’s Martin Act (the “Threatened Claim”). In connection with the Threatened Claim, on June 15, 2021 the Supreme Court of the State of New York in New York County issued an order providing for additional document production by the Company to the NYAG and the taking by the NYAG of investigative testimony of the Company’s Chief Executive Officer and General Counsel. The Company has completed its document production and its officers provided the testimony as contemplated by such order on October 8, 2021 and October 1, 2021, respectively. The Company is in preliminary discussions with the NYAG regarding a potential resolution of the Threatened Claim; however, there can be no assurance that those discussions will lead to a resolution. If the Threatened Claim is not resolved and is ultimately brought by the NYAG, the Company intends to vigorously defend itself against the Threatened Claim.
In addition, Kodak is involved in various lawsuits, claims, investigations, remediations and proceedings, including, from time to time, commercial, customs, employment, environmental, tort and health and safety matters, which are being handled and defended in the ordinary course of business. Kodak is also subject, from time to time, to various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that are incorporated in a broad spectrum of Kodak’s products. These matters are in various stages of investigation and litigation and are being vigorously defended. Based on information currently available, Kodak does not believe that it is probable that the outcomes in these various matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations. Litigation is inherently unpredictable, and judgments could be rendered or settlements entered that could adversely affect Kodak’s operating results or cash flows in a particular period. Kodak routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable.
NOTE 7: GUARANTEES
In connection with the settlement of certain of the Company’s historical environmental liabilities at Eastman Business Park, a more than 1,200-acre technology center and industrial complex in Rochester, New York, in the event the historical liabilities exceed $99 million, the Company will become liable for 50% of the portion above $99 million with no limitation to the maximum potential future payments. There is no liability recorded for this guarantee.
Extended Warranty Arrangements
Kodak offers its customers extended warranty arrangements that are generally one year, but may range from three months to six years after the original warranty period. The change in Kodak’s deferred revenue balance in relation to these extended warranty and maintenance arrangements from December 31, 2021 to March 31, 2022, which is reflected in Other current liabilities in the accompanying Consolidated Statement of Financial Position, was as follows:
(in millions) |
|
|
|
|
Deferred revenue on extended warranties as of December 31, 2021 |
|
$ |
19 |
|
New extended warranty and maintenance arrangements
deferred |
|
|
23 |
|
Recognition of extended warranty and maintenance
arrangement revenue |
|
|
(23 |
) |
Deferred revenue on extended warranties as of March 31, 2022 |
|
$ |
19 |
|
NOTE 8: REVENUE
Disaggregation of Revenue
The following tables present revenue disaggregated by major product, portfolio summary and geography.
[14]
Major Product:
Three Months Ended |
|
March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Traditional
Printing |
|
|
Digital
Printing |
|
|
Advanced
Materials
and
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
Plates, inks and other
consumables |
|
$ |
145 |
|
|
$ |
16 |
|
|
$ |
7 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
168 |
|
Ongoing service
arrangements (1) |
|
|
19 |
|
|
|
34 |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
55 |
|
Total annuities |
|
|
164 |
|
|
|
50 |
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
223 |
|
Equipment & software |
|
|
8 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14 |
|
Film and chemicals |
|
|
— |
|
|
|
— |
|
|
|
45 |
|
|
|
— |
|
|
|
— |
|
|
|
45 |
|
Other (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
4 |
|
|
|
8 |
|
Total |
|
$ |
172 |
|
|
$ |
56 |
|
|
$ |
54 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Traditional
Printing |
|
|
Digital
Printing |
|
|
Advanced
Materials
and
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
Plates, inks and other
consumables |
|
$ |
121 |
|
|
$ |
17 |
|
|
$ |
5 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
143 |
|
Ongoing service
arrangements (1) |
|
|
20 |
|
|
|
34 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
55 |
|
Total annuities |
|
|
141 |
|
|
|
51 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
198 |
|
Equipment & software |
|
|
7 |
|
|
|
13 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20 |
|
Film and chemicals |
|
|
— |
|
|
|
— |
|
|
|
40 |
|
|
|
— |
|
|
|
— |
|
|
|
40 |
|
Other (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
4 |
|
|
|
7 |
|
Total |
|
$ |
148 |
|
|
$ |
64 |
|
|
$ |
46 |
|
|
$ |
3 |
|
|
$ |
4 |
|
|
$ |
265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Service revenue in the Consolidated Statement of Operations includes the ongoing service revenue shown above as well as one-time service revenue. |
(2) |
Other includes revenue from non-recurring engineering services, tenant rent and related property management services and licensing. |
[15]
Product Portfolio Summary:
Three Months Ended |
|
March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Traditional
Printing |
|
|
Digital
Printing |
|
|
Advanced
Materials
and
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
Growth engines (1) |
|
$ |
65 |
|
|
$ |
31 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
97 |
|
Strategic other businesses (2) |
|
|
107 |
|
|
|
13 |
|
|
|
53 |
|
|
|
4 |
|
|
|
4 |
|
|
|
181 |
|
Planned declining
businesses (3) |
|
|
— |
|
|
|
12 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12 |
|
Total |
|
$ |
172 |
|
|
$ |
56 |
|
|
$ |
54 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Traditional
Printing |
|
|
Digital
Printing |
|
|
Advanced
Materials
and
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
Growth engines (1) |
|
$ |
47 |
|
|
$ |
37 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
85 |
|
Strategic other businesses (2) |
|
|
101 |
|
|
|
14 |
|
|
|
45 |
|
|
|
3 |
|
|
|
4 |
|
|
|
167 |
|
Planned declining
businesses (3) |
|
|
— |
|
|
|
13 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
13 |
|
Total |
|
$ |
148 |
|
|
$ |
64 |
|
|
$ |
46 |
|
|
$ |
3 |
|
|
$ |
4 |
|
|
$ |
265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Growth engines consist of Sonora in the Traditional Printing segment, PROSPER and Software in the Digital Printing segment, and Advanced Materials and Functional Printing in the Advanced Materials and Chemicals segment, excluding intellectual property (“IP”) licensing. |
[16]
(2) |
Strategic other businesses include plates and Computer to Plate (“CTP”) equipment and related service in the Traditional Printing segment; Nexpress and related toner business in the Digital Printing segment and Motion Picture and Industrial Film and Chemicals (including external inks) and IP licensing in the Advanced Materials and Chemicals segment; the Brand segment and All Other. |
(3) |
Planned declining businesses are product lines where the decision has been made to stop new product development and manage an orderly expected decline in the installed product and annuity base or are otherwise not strategic to Kodak. These product families consist of VERSAMARK and Digimaster in the Digital Printing segment. |
Geography (1):
Three Months Ended |
|
March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Traditional
Printing |
|
|
Digital
Printing |
|
|
Advanced
Materials
and
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
United States |
|
$ |
36 |
|
|
$ |
26 |
|
|
$ |
40 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
110 |
|
Canada |
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
North America |
|
|
39 |
|
|
|
28 |
|
|
|
40 |
|
|
|
4 |
|
|
|
4 |
|
|
|
115 |
|
Europe, Middle East
and Africa |
|
|
84 |
|
|
|
19 |
|
|
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
107 |
|
Asia Pacific |
|
|
41 |
|
|
|
8 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
59 |
|
Latin America |
|
|
8 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
Total |
|
$ |
172 |
|
|
$ |
56 |
|
|
$ |
54 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[17]
Three Months Ended |
|
March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Traditional
Printing |
|
|
Digital
Printing |
|
|
Advanced
Materials
and
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
United States |
|
$ |
29 |
|
|
$ |
27 |
|
|
$ |
33 |
|
|
$ |
3 |
|
|
$ |
4 |
|
|
$ |
96 |
|
Canada |
|
|
2 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
North America |
|
|
31 |
|
|
|
30 |
|
|
|
33 |
|
|
|
3 |
|
|
|
4 |
|
|
|
101 |
|
Europe, Middle
East and Africa |
|
|
68 |
|
|
|
19 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
90 |
|
Asia Pacific |
|
|
42 |
|
|
|
14 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
66 |
|
Latin America |
|
|
7 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
Total |
|
$ |
148 |
|
|
$ |
64 |
|
|
$ |
46 |
|
|
$ |
3 |
|
|
$ |
4 |
|
|
$ |
265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Sales are reported in the geographic area in which they originate. |
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed trade receivables, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the Consolidated Statement of Financial Position. The contract assets are transferred to trade receivables when the rights to consideration become unconditional. The amount recorded for contract assets at both March 31, 2022 and December 31, 2021 was $3 million and is reported in Other current assets in the Consolidated Statement of Financial Position. The contract liabilities primarily relate to prepaid service contracts, upfront payments for certain equipment purchases or prepaid royalties on intellectual property arrangements. The amounts recorded for contract liabilities at March 31, 2022 and December 31, 2021 were $61 million and $57 million, respectively, in the Consolidated Statement of Financial Position, of which $47 million and $43 million are reported in Other current liabilities, respectively, and $14 million is reported in Other long-term liabilities for both periods.
Revenue recognized for the three months ended March 31, 2022 and 2021 that was included in the contract liability balance at the beginning of the year was $20 million and $25 million, respectively, and primarily represented revenue from prepaid service contracts and equipment revenue recognition. Contract liabilities as of March 31, 2022 and 2021 included $24 million and $19 million of cash payments received during the three months ended March 31, 2022 and 2021 respectively.
Kodak does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less or for which revenue is recognized at the amount to which Kodak has the right to invoice for services performed. Performance obligations with an original expected length of greater than one year generally consist of deferred service contracts, operating leases and licensing arrangements. As of March 31, 2022, there was approximately $70 million of unrecognized revenue from unsatisfied performance obligations. Approximately 25% of the revenue from unsatisfied performance obligations is expected to be recognized in the remainder of 2022, 25% in 2023, 25% in the two-year period 2024 through 2025 and 25% thereafter.
NOTE 9: OTHER CHARGES
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Change in fair value of embedded conversion
features derivative liability (1) |
|
$ |
3 |
|
|
$ |
1 |
|
Other |
|
|
— |
|
|
|
(1 |
) |
Total |
|
$ |
3 |
|
|
$ |
— |
|
|
(1) |
Refer to Note 16, “Financial Instruments”. |
[18]
NOTE 10: INCOME TAXES
Kodak’s income tax provision and effective tax rate were as follows:
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
(Loss) earnings from operations before income taxes |
|
$ |
(1 |
) |
|
$ |
7 |
|
Effective tax rate |
|
|
(200.0 |
)% |
|
|
14.3 |
% |
Provision for income taxes |
|
|
2 |
|
|
|
1 |
|
Provision for income taxes at U.S. statutory tax rate |
|
|
0 |
|
|
|
1 |
|
Difference between tax at effective vs. statutory rate |
|
$ |
2 |
|
|
$ |
— |
|
For the three months ended March 31, 2022, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings and losses, (2) the results from operations in jurisdictions outside the U.S., (3) a benefit associated with foreign withholding taxes on undistributed earnings and (4) a settlement with a taxing authority in a location outside the U.S.
During the three months ended March 31, 2022, Kodak agreed to terms with a taxing authority outside the U.S. and settled open tax audits for years 2015 through 2018. This settlement included a cash payment of $2 million which is reflected in the provision for taxes in the current quarter, and a decrease in net deferred tax assets of $2 million which was fully offset by a corresponding change in the valuation allowance.
For the three months ended March 31, 2021, the difference between Kodak’s effective tax rate and the U.S. statutory rate of 21.0% is primarily attributable to: (1) the impact related to existing valuation allowances associated with changes in net deferred tax assets from current earnings, (2) the results from operations in jurisdictions outside the U.S., (3) a benefit associated with foreign withholding taxes on undistributed earnings and (4) changes in audit reserves, including a settlement with a taxing authority in a location outside the U.S.
During the three months ended March 31, 2021, Kodak agreed to terms with a taxing authority outside the U.S. and settled open tax audits for years prior to and including 2014. For these years, Kodak originally recorded liabilities for unrecognized tax positions totaling $3 million (plus interest of approximately $4 million), which were substantially offset by pre-paid assets.
NOTE 11: RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
Components of the net periodic benefit cost for all major U.S. and non-U.S. defined benefit plans are as follows:
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2022 |
|
|
2021 |
|
(in millions) |
|
U.S. |
|
|
Non-U.S. |
|
|
U.S. |
|
|
Non-U.S. |
|
Major defined benefit
plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
3 |
|
|
$ |
1 |
|
|
$ |
3 |
|
|
$ |
1 |
|
Interest cost |
|
|
15 |
|
|
|
2 |
|
|
|
12 |
|
|
|
1 |
|
Expected return on plan assets |
|
|
(44 |
) |
|
|
(4 |
) |
|
|
(42 |
) |
|
|
(3 |
) |
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service credit |
|
|
(2 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
Actuarial loss |
|
|
— |
|
|
|
3 |
|
|
|
7 |
|
|
|
2 |
|
Total net pension (income) expense |
|
$ |
(28 |
) |
|
$ |
2 |
|
|
$ |
(22 |
) |
|
$ |
1 |
|
[19]
NOTE 12: EARNINGS PER SHARE
Basic earnings per share computations are based on the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share computations include any dilutive effect of potential common shares. In periods with a net loss available to common shareholders, diluted earnings per share are calculated using weighted-average basic shares for that period, as utilizing diluted shares would be anti-dilutive to loss per share.
A reconciliation of the amounts used to calculate basic and diluted (loss) earnings per share for the three months ended March 31, 2022 and 2021 follows:
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Net (loss) income |
|
$ |
(3 |
) |
|
$ |
6 |
|
Less: Preferred stock cash dividends |
|
|
(1 |
) |
|
|
(1 |
) |
Less: Preferred stock in-kind dividends |
|
|
(1 |
) |
|
|
(1 |
) |
Less: Preferred stock deemed dividends |
|
|
(1 |
) |
|
|
(2 |
) |
Plus: Expiration of Series A preferred stock
embedded derivative |
|
|
— |
|
|
|
11 |
|
Net (loss) income available to common shareholders
- basic and diluted |
|
$ |
(6 |
) |
|
$ |
13 |
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions of shares) |
|
2022 |
|
|
2021 |
|
Weighted average shares — basic |
|
|
78.7 |
|
|
|
77.8 |
|
Effect of dilutive securities |
|
|
|
|
|
|
|
|
Employee stock options |
|
|
— |
|
|
|
2.3 |
|
Unvested restricted stock units |
|
|
— |
|
|
|
0.5 |
|
Weighted average shares — diluted |
|
|
78.7 |
|
|
|
80.6 |
|
As a result of the net loss available to common shareholders for the three months ended March 31, 2022, Kodak calculated diluted earnings per share using weighted-average basic shares outstanding. If Kodak had reported income available to common shareholders for the three months ended March 31, 2022, the calculation of diluted earnings per share would have included the assumed vesting of 0.5 million unvested restricted stock units and the assumed exercise of 0.9 million stock options.
The computation of diluted earnings per share for the three months ended March 31, 2022 and 2021 excluded the impact of (1) the assumed conversion of $25 million of Convertible Notes issued in 2021, (2) the assumed conversion of 1.0 million shares of Series B Preferred Stock, (3) the assumed conversion of 1.0 million shares of Series C Preferred stock, (4) the assumed exercise of 3.8 million and 3.2 million outstanding employee stock options, respectively and (5) the assumed vesting of 0.4 million and 0.3 million unvested restricted stock units, respectively, because the effects would have been anti-dilutive.
NOTE 13: SHAREHOLDERS’ EQUITY
The Company has 560 million shares of authorized stock, consisting of: (i) 500 million shares of common stock, par value $0.01 per share and (ii) 60 million shares of preferred stock, no par value, issuable in one or more series.
Common Stock
As of March 31, 2022 and December 31, 2021, there were 78.9 million and 78.7 million shares of common stock outstanding, respectively.
Preferred Stock
Preferred stock issued and outstanding as of March 31, 2022 and December 31, 2021 consisted of 1.0 million shares of Series B Preferred Stock and 1.0 million shares of Series C Preferred Stock.
[20]
Treasury Stock
Treasury stock consisted of approximately 0.8 million shares as of both March 31, 2022 and December 31, 2021.
NOTE 14: OTHER COMPREHENSIVE INCOME
The changes in Other comprehensive income (loss), by component, were as follows:
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Currency translation adjustments |
|
$ |
5 |
|
|
$ |
(1 |
) |
Pension and other postretirement benefit plan changes |
|
|
|
|
|
|
|
|
Newly established net actuarial loss |
|
|
— |
|
|
|
(1 |
) |
Tax Provision |
|
|
— |
|
|
|
— |
|
Newly established net actuarial loss, net of tax |
|
|
— |
|
|
|
(1 |
) |
Reclassification adjustments: |
|
|
|
|
|
|
|
|
Amortization of prior service credit (1) |
|
|
(2 |
) |
|
|
(2 |
) |
Amortization of actuarial losses (1) |
|
|
2 |
|
|
|
9 |
|
Total reclassification adjustments |
|
|
— |
|
|
|
7 |
|
Tax provision |
|
|
— |
|
|
|
— |
|
Reclassification adjustments, net of tax |
|
|
— |
|
|
|
7 |
|
Pension and other postretirement benefit plan changes,
net of tax |
|
|
— |
|
|
|
6 |
|
Other comprehensive income |
|
$ |
5 |
|
|
$ |
5 |
|
|
(1) |
Reclassified to Total Net Periodic Benefit Cost - refer to Note 11, "Retirement Plans and Other Postretirement Benefits". |
NOTE 15: SEGMENT INFORMATION
Kodak has four reportable segments: Traditional Printing, Digital Printing, Advanced Materials and Chemicals and Brand. A description of Kodak’s reportable segments follows.
Traditional Printing: The Traditional Printing segment is comprised of Prepress Solutions.
Digital Printing: The Digital Printing segment is comprised of four lines of business: the Electrophotographic Printing Solutions business, the PROSPER business, the VERSAMARK business and the Kodak Software business.
Advanced Materials and Chemicals: The Advanced Materials and Chemicals segment is comprised of three lines of business: Industrial Film and Chemicals, Motion Picture and Advanced Materials and Functional Printing.
Brand: The Brand segment contains the brand licensing business.
All Other: All Other is comprised of the operations of the Eastman Business Park, a more than 1,200-acre technology center and industrial complex.
[21]
Segment financial information is shown below:
Segment Revenues
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Traditional Printing |
|
$ |
172 |
|
|
$ |
148 |
|
Digital Printing |
|
|
56 |
|
|
|
64 |
|
Advanced Materials and Chemicals |
|
|
54 |
|
|
|
46 |
|
Brand |
|
|
4 |
|
|
|
3 |
|
All Other |
|
|
4 |
|
|
|
4 |
|
Consolidated total |
|
$ |
290 |
|
|
$ |
265 |
|
Segment Operational EBITDA and Consolidated (Loss) Income from Operations Before Income Taxes
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Traditional Printing |
|
$ |
(2 |
) |
|
$ |
5 |
|
Digital Printing |
|
|
(5 |
) |
|
|
— |
|
Advanced Materials and Chemicals |
|
|
(3 |
) |
|
|
(4 |
) |
Brand |
|
|
3 |
|
|
|
2 |
|
Total of reportable segments |
|
|
(7 |
) |
|
|
3 |
|
Depreciation and amortization |
|
|
(7 |
) |
|
|
(8 |
) |
Restructuring costs and other |
|
|
— |
|
|
|
(1 |
) |
Stock based compensation |
|
|
(2 |
) |
|
|
(3 |
) |
Consulting and other costs (1) |
|
|
(2 |
) |
|
|
(5 |
) |
Idle costs (2) |
|
|
(1 |
) |
|
|
(1 |
) |
Other operating income, net (3) |
|
|
— |
|
|
|
1 |
|
Interest expense (3) |
|
|
(9 |
) |
|
|
(4 |
) |
Pension income excluding service cost component (3) |
|
|
30 |
|
|
|
25 |
|
Other charges, net (3) |
|
|
(3 |
) |
|
|
— |
|
Consolidated (loss) income from operations before
income taxes |
|
$ |
(1 |
) |
|
$ |
7 |
|
|
(1) |
Consulting and other costs are primarily professional services and internal costs associated with certain corporate strategic initiatives, investigations and litigation. |
|
(2) |
Consists of third-party costs such as security, maintenance and utilities required to maintain land and buildings in certain locations not used in any Kodak operations and the costs, net of any rental income received, of underutilized portions of certain properties. |
|
(3) |
As reported in the Consolidated Statement of Operations. |
Kodak decreased workers’ compensation reserves by approximately $4 million in the three months ended March 31, 2022, driven by changes in discount rates. The decrease in reserves in the three months ended March 31, 2022 impacted gross profit by approximately $3 million and Selling, general and administrative expenses (“SG&A”) by approximately $1 million.
Segment Measure of Profit and Loss
Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”).
[22]
As demonstrated in the above table, Operational EBITDA represents the (loss) earnings from operations excluding the provision for income taxes; non-service cost components of pension and other postemployment benefits (“OPEB”) income; depreciation and amortization expense; restructuring costs; stock-based compensation expense; consulting and other costs; idle costs; other operating income, net (unless otherwise indicated); interest expense and other charges, net.
Kodak’s segments are measured using Operational EBITDA both before and after allocation of corporate SG&A. The segment earnings measure reported is after allocation of corporate SG&A as this most closely aligns with U.S. GAAP. Research and Development activities not directly related to the other segments are reported within the Advanced Materials and Chemicals segment.
NOTE 16: FINANCIAL INSTRUMENTS
Kodak, as a result of its global operating and financing activities, is exposed to changes in foreign currency exchange rates and interest rates, which may adversely affect its results of operations and financial position. Kodak manages such exposures, in part, with derivative financial instruments. Foreign currency forward contracts are used to mitigate currency risk related to foreign currency denominated assets and liabilities. Kodak’s exposure to changes in interest rates results from its investing and borrowing activities used to meet its liquidity needs. Kodak does not utilize financial instruments for trading or other speculative purposes.
Kodak’s foreign currency forward contracts are not designated as hedges and are marked to market through net (loss) income at the same time that the exposed assets and liabilities are remeasured through net (loss) income (both in Other charges, net in the Consolidated Statement of Operations). The notional amount of such contracts open at March 31, 2022 and December 31, 2021 was approximately $309 million and $322 million, respectively. The majority of the contracts of this type held by Kodak as of March 31, 2022 and December 31, 2021 are denominated in euros, Chinese renminbi and Japanese yen.
The net effect of foreign currency forward contracts in the results of operations is shown in the following table:
|
|
Three Months Ended |
|
|
|
March 31, |
|
(in millions) |
|
2022 |
|
|
2021 |
|
Net loss from derivatives not designated as
hedging instruments |
|
$ |
3 |
|
|
$ |
3 |
|
Kodak had no derivatives designated as hedging instruments for the three months ended March 31, 2022 and 2021.
In the event of a default under the Company’s Credit Agreements, or a default under any derivative contract or similar obligation of Kodak, subject to certain minimum thresholds, the derivative counterparties would have the right, although not the obligation, to require immediate settlement of some or all open derivative contracts at their then-current fair value, but with liability positions netted against asset positions with the same counterparty.
The Company concluded that the 2021 Convertible Notes are considered more akin to a debt-type instrument and that the economic characteristics and risks of certain of the embedded conversion features are not considered clearly and closely related to the Convertible Notes. The embedded conversion features not considered clearly and closely related are the conversion at the option of the holder (“Optional Conversion”), the mandatory conversion by Kodak (“Mandatory Conversion”) and the conversion in the event of a fundamental transaction by the holder at the then applicable conversion rate (“Fundamental Change”). Accordingly, these embedded conversion features were bifurcated from the Convertible Notes and separately accounted for on a combined basis as a single derivative asset or liability. The derivative was in a liability position at March 31, 2022 and December 31, 2021 and was reported in Other long-term liabilities in the Consolidated Statement of Financial Position. The derivative is being accounted for at fair value with changes in fair value included in Other charges, net in the Consolidated Statement of Operations.
The Company concluded that the Series B Preferred Stock and the Series C Preferred Stock are considered more akin to a debt-type instrument and that the economic characteristics and risks of the conversion in the event of a Fundamental Change is not considered clearly and closely related to the Series B and Series C Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from both the Series B and Series C Preferred Stock and both are separately accounted for as a single derivative asset or liability.
[23]
Both derivatives were in a liability position at March 31, 2022 and December 31, 2021 and were reported in Other long-term liabilities in the Consolidated Statement of Financial Position. The derivatives are being accounted for at fair value with changes in fair value included in Other charges, net in the Consolidated Statement of Operations.
Fair Value
Fair values of Kodak’s foreign currency forward contracts are determined using observable inputs (Level 2 fair value measurements) and are based on the present value of expected future cash flows (an income approach valuation technique) considering the risks involved and using discount rates appropriate for the duration of the contracts. The gross fair value of foreign currency forward contracts in an asset position are reported in Other current assets and the gross fair value of foreign currency forward contracts in a liability position are reported in Other current liabilities in the Consolidated Statement of Financial Position. The gross fair value of forward contracts in an asset position as of both March 31, 2022 and December 31, 2021 was $0 million. The gross fair value of foreign currency forward contracts in a liability position as of March 31, 2022 and December 31, 2021 was $3 million and $0 million, respectively.
Transfers between levels of the fair value hierarchy are recognized based on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2022.
The fair value of the embedded conversion features derivatives was calculated using unobservable inputs (Level 3 fair measurements). The value of the embedded derivatives associated with the Convertible Notes and Series B and Series C Preferred Stock were calculated using a binomial lattice model.
The following tables present the key inputs in the determination of fair value for the embedded conversion features:
2021 Convertible Notes:
|
|
Valuation Date |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
Total value of embedded derivative liability ($ millions) |
|
$ |
8 |
|
|
$ |
4 |
|
Kodak's closing stock price |
|
$ |
6.55 |
|
|
$ |
4.68 |
|
Expected stock price volatility |
|
|
45.00 |
% |
|
|
36.00 |
% |
Risk free rate |
|
|
2.43 |
% |
|
|
1.17 |
% |
Implied credit spread on the Convertible Notes |
|
|
20.60 |
% |
|
|
18.89 |
% |
Series B Preferred Stock:
|
|
Valuation Date |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
Total value of embedded derivative liability ($ millions) |
|
$ |
1 |
|
|
$ |
1 |
|
Kodak's closing stock price |
|
$ |
6.55 |
|
|
$ |
4.68 |
|
Expected stock price volatility |
|
|
45.00 |
% |
|
|
36.00 |
% |
Risk free rate |
|
|
2.43 |
% |
|
|
1.17 |
% |
Implied credit spread on the preferred stock |
|
|
21.10 |
% |
|
|
19.39 |
% |
[24]
Series C Preferred Stock:
|
|
Valuation Date |
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
Total value of embedded derivative liability
($ millions) |
|
$ |
1 |
|
|
$ |
2 |
|
Kodak's closing stock price |
|
$ |
6.55 |
|
|
$ |
4.68 |
|
Expected stock price volatility |
|
|
45.00 |
% |
|
|
36.00 |
% |
Risk free rate |
|
|
2.43 |
% |
|
|
1.17 |
% |
Implied credit spread on the preferred stock |
|
|
23.10 |
% |
|
|
21.39 |
% |
The Fundamental Change values at issuance were calculated as the difference between the total value of the Convertible Notes, Series B or Series C Preferred Stock, as applicable, and the sum of the net present value of the cash flows if the Convertible Notes are repaid at their maturity date or Series B and Series C Preferred Stock are redeemed on their redemption date and the values of the other embedded derivatives. The Fundamental Change values reduce the value of the embedded conversion features derivative liability. Other than events that alter the likelihood of a fundamental change or reorganization event, the value of the Fundamental Change reflects the value as of the issuance date, amortized for the passage of time.
The fair values of long-term debt (Level 2 fair value measurements) are determined by reference to quoted market prices of similar instruments, if available, or by pricing models based on the value of related cash flows discounted at current market interest rates. The fair values of long-term borrowings were $245 million and $269 million at March 31, 2022 and December 31, 2021, respectively.
The carrying values of cash and cash equivalents, restricted cash and the current portion of long-term debt approximate their fair values at both March 31, 2022 and December 31, 2021.
[25]