[10-Q] EASTMAN KODAK COMPANY Quarterly Earnings Report
Eastman Kodak Company reported modestly lower revenue and a swing to net losses in 2025. Total revenue for the quarter ended June 30, 2025 was $263 million versus $267 million a year earlier, with gross profit of $51 million versus $58 million. Kodak recorded a net loss of $26 million for the quarter (basic EPS $(0.36)) and a six-month net loss of $33 million (six-month EPS $(0.48)), compared with six-month earnings of $58 million a year earlier.
The balance sheet shows constrained near-term liquidity and heightened short-term obligations. Cash and cash equivalents were $155 million (total cash, cash equivalents and restricted cash $253 million). Short-term borrowings and current portion of long-term debt increased to $479 million (the Term Loans of approximately $477 million were classified current after an amendment accelerating the maturity to May 22, 2026), and total current liabilities rose to $729 million from $261 million at year-end, which the company states raises substantial doubt about its ability to continue as a going concern. Kodak’s plans depend on proceeds from the KRIP settlement and on converting, redeeming, extending or refinancing Series B preferred stock and Term Loans.
Other notable items disclosed: $17 million impairment on an investment in Wildcat Discovery, Series B preferred carrying value $99 million and Series C $123 million (Series C was exchanged for common shares on August 8, 2025 per a subsequent event), $20 million of other charges in Q2, and approximately $89 million of unrecognized revenue from unsatisfied performance obligations.
Eastman Kodak Company ha registrato ricavi leggermente inferiori e è tornata a perdite nette nel 2025. I ricavi totali per il trimestre chiuso il 30 giugno 2025 sono stati $263 milioni contro $267 milioni dell'anno precedente, con un utile lordo di $51 milioni rispetto a $58 milioni. Kodak ha riportato una perdita netta di $26 milioni per il trimestre (EPS base $(0.36)) e una perdita netta di $33 milioni nei sei mesi (EPS sei mesi $(0.48)), a fronte di utili di $58 milioni nei sei mesi dell'anno precedente.
Lo stato patrimoniale mostra liquidità a breve termine limitata e un aumento delle obbligazioni a breve scadenza. La cassa e le disponibilità liquide erano $155 milioni (totale cassa, disponibilità liquide e cassa vincolata $253 milioni). Gli indebitamenti a breve termine e la quota corrente del debito a lungo termine sono saliti a $479 milioni (i Term Loans di circa $477 milioni sono stati classificati come correnti dopo un emendamento che ha anticipato la scadenza al 22 maggio 2026), e le passività correnti totali sono aumentate a $729 milioni da $261 milioni a fine esercizio, il che, secondo la società, solleva seri dubbi sulla sua capacità di proseguire come azienda in funzionamento. I piani di Kodak dipendono dai proventi dell'accordo KRIP e dalla conversione, dal rimborso, dall'estensione o dal rifinanziamento delle azioni privilegiate Serie B e dei Term Loans.
Altri elementi degni di nota divulgati: una svalutazione di $17 milioni su un investimento in Wildcat Discovery, valore contabile delle Serie B $99 milioni e delle Serie C $123 milioni (la Serie C è stata scambiata con azioni ordinarie l'8 agosto 2025 in un evento successivo), $20 milioni di altri oneri nel secondo trimestre e circa $89 milioni di ricavi non riconosciuti derivanti da obblighi di performance non ancora soddisfatti.
Eastman Kodak Company informó ingresos ligeramente inferiores y un giro hacia pérdidas netas en 2025. Los ingresos totales para el trimestre terminado el 30 de junio de 2025 fueron $263 millones frente a $267 millones un año antes, con un beneficio bruto de $51 millones frente a $58 millones. Kodak registró una pérdida neta de $26 millones en el trimestre (EPS básico $(0.36)) y una pérdida neta de $33 millones en seis meses (EPS seis meses $(0.48)), en comparación con ganancias de $58 millones en los seis meses del año anterior.
El balance muestra liquidez a corto plazo restringida y mayores obligaciones a corto plazo. El efectivo y equivalentes de efectivo fueron $155 millones (efectivo total, equivalentes y efectivo restringido $253 millones). Los préstamos a corto plazo y la porción corriente de la deuda a largo plazo aumentaron a $479 millones (los Term Loans de aproximadamente $477 millones se clasificaron como corrientes tras una enmienda que adelantó el vencimiento al 22 de mayo de 2026), y los pasivos corrientes totales aumentaron a $729 millones desde $261 millones al cierre del ejercicio, lo que, según la compañía, genera dudas sustanciales sobre su capacidad para continuar como negocio en marcha. Los planes de Kodak dependen de los ingresos del acuerdo KRIP y de convertir, redimir, prorrogar o refinanciar las acciones preferentes Serie B y los Term Loans.
Otros elementos notables divulgados: una pérdida por deterioro de $17 millones en una inversión en Wildcat Discovery, valor contable de la Serie B $99 millones y de la Serie C $123 millones (la Serie C fue intercambiada por acciones ordinarias el 8 de agosto de 2025 según un hecho posterior), $20 millones de otros cargos en el segundo trimestre y aproximadamente $89 millones de ingresos no reconocidos por obligaciones de desempeño no satisfechas.
이스트먼 코닥(Eastman Kodak Company)은 2025년에 매출이 소폭 감소하고 순손실로 전환되었다고 보고했습니다. 2025년 6월 30일로 끝나는 분기 매출은 $263백만으로 전년 동기 $267백만보다 소폭 감소했으며, 매출총이익은 $51백만 대 $58백만이었습니다. 코닥은 해당 분기 순손실 $26백만(기본 주당순이익 $(0.36))을 기록했으며, 상반기 순손실은 $33백만(상반기 EPS $(0.48))으로 전년 동기 상반기 이익 $58백만과 비교됩니다.
재무상태표는 단기 유동성 제약과 단기 채무 증가를 보여줍니다. 현금 및 현금성자산은 $155백만(총 현금, 현금성자산 및 제한된 현금 $253백만)이었습니다. 단기 차입금 및 장기부채의 현재분이 $479백만으로 증가했으며(약 $477백만의 Term Loans는 만기를 2026년 5월 22일로 앞당기는 수정 계약 이후 유동부채로 분류됨), 총 유동부채는 기말의 $261백만에서 $729백만으로 확대되어 회사는 계속기업으로서의 존속 가능성에 중대한 의문이 제기된다고 밝혔습니다. 코닥의 계획은 KRIP 합의금과 B 시리즈 우선주 및 Term Loans의 전환, 상환, 연장 또는 재융자에 달려 있습니다.
공개된 기타 주요 항목: Wildcat Discovery에 대한 투자에서 $17백만의 손상차손, B 시리즈 장부가치 $99백만 및 C 시리즈 $123백만(사후 사건으로 C 시리즈는 2025년 8월 8일 보통주로 전환됨), 2분기 기타 비용 $20백만, 그리고 미충족 성과 의무로 인한 약 $89백만의 미인식 수익이 있습니다.
Eastman Kodak Company a déclaré un chiffre d'affaires légèrement inférieur et un passage aux pertes nettes en 2025. Le chiffre d'affaires total pour le trimestre clos le 30 juin 2025 était de $263 millions contre $267 millions un an plus tôt, avec une marge brute de $51 millions contre $58 millions. Kodak a enregistré une perte nette de $26 millions pour le trimestre (BPA de base $(0.36)) et une perte nette de $33 millions sur six mois (BPA six mois $(0.48)), contre un bénéfice de $58 millions sur six mois un an plus tôt.
Le bilan montre une liquidité à court terme contrainte et une augmentation des obligations à court terme. La trésorerie et équivalents de trésorerie s'élevaient à $155 millions (trésorerie totale, équivalents et trésorerie restreinte $253 millions). Les emprunts à court terme et la portion courante de la dette à long terme ont augmenté pour atteindre $479 millions (les Term Loans d'environ $477 millions ont été classés en courant après un avenant accélérant l'échéance au 22 mai 2026), et les passifs courants totaux ont augmenté à $729 millions contre $261 millions à la clôture, ce qui, selon la société, soulève d'importants doutes quant à sa capacité à poursuivre son activité. Les plans de Kodak dépendent des produits du règlement KRIP et de la conversion, du rachat, de l'extension ou du refinancement des actions préférentielles de série B et des Term Loans.
Autres éléments notables divulgués : une dépréciation de $17 millions sur un investissement dans Wildcat Discovery, valeur comptable de la série B $99 millions et de la série C $123 millions (la série C a été échangée contre des actions ordinaires le 8 août 2025 selon un événement postérieur), $20 millions d'autres charges au T2, et environ $89 millions de revenus non reconnus liés à des obligations de performance non satisfaites.
Eastman Kodak Company meldete für 2025 leicht geringere Umsatzerlöse und einen Wechsel zu Nettoverlusten. Die Gesamterlöse für das Quartal zum 30. Juni 2025 beliefen sich auf $263 Millionen gegenüber $267 Millionen ein Jahr zuvor, das Bruttoergebnis lag bei $51 Millionen gegenüber $58 Millionen. Kodak verzeichnete im Quartal einen Nettoverlust von $26 Millionen (Basis-Gewinn je Aktie $(0.36)) und einen Sechsmonats-Nettoverlust von $33 Millionen (Sechsmonats-EPS $(0.48)), verglichen mit einem Sechsmonatsgewinn von $58 Millionen im Vorjahr.
Die Bilanz zeigt kurzfristig eingeschränkte Liquidität und gestiegene kurzfristige Verpflichtungen. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf $155 Millionen (Gesamtzahlungsmittel, Zahlungsmitteläquivalente und beschränktes Zahlungsmittel $253 Millionen). Kurzfristige Kredite und der Anteil der langfristigen Verbindlichkeiten, der innerhalb eines Jahres fällig ist, stiegen auf $479 Millionen (die Term Loans von rund $477 Millionen wurden nach einer Änderung, die die Fälligkeit auf den 22. Mai 2026 vorverlegte, als kurzfristig klassifiziert), und die gesamten kurzfristigen Verbindlichkeiten erhöhten sich von $261 Millionen zum Geschäftsjahresende auf $729 Millionen, was nach Angaben des Unternehmens erhebliche Zweifel an der Fortführungsfähigkeit aufwirft. Kodaks Pläne hängen von den Erlösen aus der KRIP-Vergleichszahlung sowie von der Umwandlung, Einlösung, Verlängerung oder Refinanzierung der Vorzugsaktien der Serie B und der Term Loans ab.
Weitere auffällige Angaben: $17 Millionen Wertminderung auf eine Beteiligung an Wildcat Discovery, buchmäßiger Wert der Serie-B-Vorzugsaktien $99 Millionen und der Serie C $123 Millionen (Serie C wurde laut einem nachfolgenden Ereignis am 8. August 2025 in Stammaktien umgewandelt), $20 Millionen sonstige Aufwendungen im zweiten Quartal und rund $89 Millionen an nicht erfassten Umsatzerlösen aus noch nicht erfüllten Leistungsverpflichtungen.
- Reportable segments generated positive Operational EBITDA of $9 million in Q2 2025, indicating segment-level cash profitability.
- Total cash, cash equivalents and restricted cash of $253 million as of June 30, 2025 provides near-term liquidity.
- Series C Preferred Stock obligations were eliminated via an exchange for 15,103,163 common shares on August 8, 2025 (subsequent event).
- Substantial doubt about going concern: Kodak states debt coming due within 12 months and no committed financing to meet obligations.
- Term Loans (~$477 million) accelerated and were classified as short-term, driving short-term borrowings to $479 million and current liabilities to $729 million.
- Net loss of $26 million in Q2 2025 (basic EPS $(0.36)) and six-month net loss of $33 million, versus six-month earnings of $58 million in 2024.
- Cash and cash equivalents declined to $155 million from $201 million at year-end; total assets decreased to $1,933 million from $2,001 million.
- $17 million impairment on investment in Wildcat Discovery recorded in Q2 2025 and $20 million of other charges in the quarter.
- Pension and postretirement remeasurements materially increased other comprehensive loss (six months other comprehensive loss of $75 million).
Insights
TL;DR: Q2 revenues roughly flat, but a $26M quarterly loss, accelerated Term Loan maturity and substantial doubt on going concern create material financing risk.
Kodak’s core sales and services were effectively flat year-over-year, producing segment Operational EBITDA of $9 million in Q2, but corporate-level items drove a $24 million loss before tax and a $26 million net loss. The critical issue for investors is liquidity and timing: Term Loans (~$477M) were reclassified to current after amendments accelerating maturity to May 22, 2026, producing $479M of short-term borrowings and lifting current liabilities to $729M. Cash (and restricted cash) of $253M is insufficient to cover those near-term maturities without the company’s contingency plans, which the filing says are not "probable" under U.S. GAAP. Additional pressures include $20M of other charges and a $17M impairment on a strategic investment. These factors increase refinancing and execution risk notwithstanding segment-level EBITDA positivity.
TL;DR: Governance and financing actions are material — preferred stock terms, KRIP termination and reliance on external transactions heighten execution and control risk.
The company disclosed formal going concern considerations driven by near-term debt maturities and lack of committed financing. Kodak’s remediation plan depends on proceeds tied to the KRIP termination and settlement, plus conversions/extensions of Series B preferred and Term Loans or replacement collateral for letters of credit. These actions are not solely within management’s control and therefore are not regarded as probable, per the filing. The Series C preferred exchange on August 8, 2025 (subsequent event) eliminated Series C obligations, which reduces one class of temporary equity, but Series B ($99M) remains outstanding with a May 28, 2026 mandatory redemption. From a governance perspective, the filing outlines conversion mechanics and potential director nomination rights if dividends go into arrears, which are material contingencies for shareholder outcomes.
Eastman Kodak Company ha registrato ricavi leggermente inferiori e è tornata a perdite nette nel 2025. I ricavi totali per il trimestre chiuso il 30 giugno 2025 sono stati $263 milioni contro $267 milioni dell'anno precedente, con un utile lordo di $51 milioni rispetto a $58 milioni. Kodak ha riportato una perdita netta di $26 milioni per il trimestre (EPS base $(0.36)) e una perdita netta di $33 milioni nei sei mesi (EPS sei mesi $(0.48)), a fronte di utili di $58 milioni nei sei mesi dell'anno precedente.
Lo stato patrimoniale mostra liquidità a breve termine limitata e un aumento delle obbligazioni a breve scadenza. La cassa e le disponibilità liquide erano $155 milioni (totale cassa, disponibilità liquide e cassa vincolata $253 milioni). Gli indebitamenti a breve termine e la quota corrente del debito a lungo termine sono saliti a $479 milioni (i Term Loans di circa $477 milioni sono stati classificati come correnti dopo un emendamento che ha anticipato la scadenza al 22 maggio 2026), e le passività correnti totali sono aumentate a $729 milioni da $261 milioni a fine esercizio, il che, secondo la società, solleva seri dubbi sulla sua capacità di proseguire come azienda in funzionamento. I piani di Kodak dipendono dai proventi dell'accordo KRIP e dalla conversione, dal rimborso, dall'estensione o dal rifinanziamento delle azioni privilegiate Serie B e dei Term Loans.
Altri elementi degni di nota divulgati: una svalutazione di $17 milioni su un investimento in Wildcat Discovery, valore contabile delle Serie B $99 milioni e delle Serie C $123 milioni (la Serie C è stata scambiata con azioni ordinarie l'8 agosto 2025 in un evento successivo), $20 milioni di altri oneri nel secondo trimestre e circa $89 milioni di ricavi non riconosciuti derivanti da obblighi di performance non ancora soddisfatti.
Eastman Kodak Company informó ingresos ligeramente inferiores y un giro hacia pérdidas netas en 2025. Los ingresos totales para el trimestre terminado el 30 de junio de 2025 fueron $263 millones frente a $267 millones un año antes, con un beneficio bruto de $51 millones frente a $58 millones. Kodak registró una pérdida neta de $26 millones en el trimestre (EPS básico $(0.36)) y una pérdida neta de $33 millones en seis meses (EPS seis meses $(0.48)), en comparación con ganancias de $58 millones en los seis meses del año anterior.
El balance muestra liquidez a corto plazo restringida y mayores obligaciones a corto plazo. El efectivo y equivalentes de efectivo fueron $155 millones (efectivo total, equivalentes y efectivo restringido $253 millones). Los préstamos a corto plazo y la porción corriente de la deuda a largo plazo aumentaron a $479 millones (los Term Loans de aproximadamente $477 millones se clasificaron como corrientes tras una enmienda que adelantó el vencimiento al 22 de mayo de 2026), y los pasivos corrientes totales aumentaron a $729 millones desde $261 millones al cierre del ejercicio, lo que, según la compañía, genera dudas sustanciales sobre su capacidad para continuar como negocio en marcha. Los planes de Kodak dependen de los ingresos del acuerdo KRIP y de convertir, redimir, prorrogar o refinanciar las acciones preferentes Serie B y los Term Loans.
Otros elementos notables divulgados: una pérdida por deterioro de $17 millones en una inversión en Wildcat Discovery, valor contable de la Serie B $99 millones y de la Serie C $123 millones (la Serie C fue intercambiada por acciones ordinarias el 8 de agosto de 2025 según un hecho posterior), $20 millones de otros cargos en el segundo trimestre y aproximadamente $89 millones de ingresos no reconocidos por obligaciones de desempeño no satisfechas.
이스트먼 코닥(Eastman Kodak Company)은 2025년에 매출이 소폭 감소하고 순손실로 전환되었다고 보고했습니다. 2025년 6월 30일로 끝나는 분기 매출은 $263백만으로 전년 동기 $267백만보다 소폭 감소했으며, 매출총이익은 $51백만 대 $58백만이었습니다. 코닥은 해당 분기 순손실 $26백만(기본 주당순이익 $(0.36))을 기록했으며, 상반기 순손실은 $33백만(상반기 EPS $(0.48))으로 전년 동기 상반기 이익 $58백만과 비교됩니다.
재무상태표는 단기 유동성 제약과 단기 채무 증가를 보여줍니다. 현금 및 현금성자산은 $155백만(총 현금, 현금성자산 및 제한된 현금 $253백만)이었습니다. 단기 차입금 및 장기부채의 현재분이 $479백만으로 증가했으며(약 $477백만의 Term Loans는 만기를 2026년 5월 22일로 앞당기는 수정 계약 이후 유동부채로 분류됨), 총 유동부채는 기말의 $261백만에서 $729백만으로 확대되어 회사는 계속기업으로서의 존속 가능성에 중대한 의문이 제기된다고 밝혔습니다. 코닥의 계획은 KRIP 합의금과 B 시리즈 우선주 및 Term Loans의 전환, 상환, 연장 또는 재융자에 달려 있습니다.
공개된 기타 주요 항목: Wildcat Discovery에 대한 투자에서 $17백만의 손상차손, B 시리즈 장부가치 $99백만 및 C 시리즈 $123백만(사후 사건으로 C 시리즈는 2025년 8월 8일 보통주로 전환됨), 2분기 기타 비용 $20백만, 그리고 미충족 성과 의무로 인한 약 $89백만의 미인식 수익이 있습니다.
Eastman Kodak Company a déclaré un chiffre d'affaires légèrement inférieur et un passage aux pertes nettes en 2025. Le chiffre d'affaires total pour le trimestre clos le 30 juin 2025 était de $263 millions contre $267 millions un an plus tôt, avec une marge brute de $51 millions contre $58 millions. Kodak a enregistré une perte nette de $26 millions pour le trimestre (BPA de base $(0.36)) et une perte nette de $33 millions sur six mois (BPA six mois $(0.48)), contre un bénéfice de $58 millions sur six mois un an plus tôt.
Le bilan montre une liquidité à court terme contrainte et une augmentation des obligations à court terme. La trésorerie et équivalents de trésorerie s'élevaient à $155 millions (trésorerie totale, équivalents et trésorerie restreinte $253 millions). Les emprunts à court terme et la portion courante de la dette à long terme ont augmenté pour atteindre $479 millions (les Term Loans d'environ $477 millions ont été classés en courant après un avenant accélérant l'échéance au 22 mai 2026), et les passifs courants totaux ont augmenté à $729 millions contre $261 millions à la clôture, ce qui, selon la société, soulève d'importants doutes quant à sa capacité à poursuivre son activité. Les plans de Kodak dépendent des produits du règlement KRIP et de la conversion, du rachat, de l'extension ou du refinancement des actions préférentielles de série B et des Term Loans.
Autres éléments notables divulgués : une dépréciation de $17 millions sur un investissement dans Wildcat Discovery, valeur comptable de la série B $99 millions et de la série C $123 millions (la série C a été échangée contre des actions ordinaires le 8 août 2025 selon un événement postérieur), $20 millions d'autres charges au T2, et environ $89 millions de revenus non reconnus liés à des obligations de performance non satisfaites.
Eastman Kodak Company meldete für 2025 leicht geringere Umsatzerlöse und einen Wechsel zu Nettoverlusten. Die Gesamterlöse für das Quartal zum 30. Juni 2025 beliefen sich auf $263 Millionen gegenüber $267 Millionen ein Jahr zuvor, das Bruttoergebnis lag bei $51 Millionen gegenüber $58 Millionen. Kodak verzeichnete im Quartal einen Nettoverlust von $26 Millionen (Basis-Gewinn je Aktie $(0.36)) und einen Sechsmonats-Nettoverlust von $33 Millionen (Sechsmonats-EPS $(0.48)), verglichen mit einem Sechsmonatsgewinn von $58 Millionen im Vorjahr.
Die Bilanz zeigt kurzfristig eingeschränkte Liquidität und gestiegene kurzfristige Verpflichtungen. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf $155 Millionen (Gesamtzahlungsmittel, Zahlungsmitteläquivalente und beschränktes Zahlungsmittel $253 Millionen). Kurzfristige Kredite und der Anteil der langfristigen Verbindlichkeiten, der innerhalb eines Jahres fällig ist, stiegen auf $479 Millionen (die Term Loans von rund $477 Millionen wurden nach einer Änderung, die die Fälligkeit auf den 22. Mai 2026 vorverlegte, als kurzfristig klassifiziert), und die gesamten kurzfristigen Verbindlichkeiten erhöhten sich von $261 Millionen zum Geschäftsjahresende auf $729 Millionen, was nach Angaben des Unternehmens erhebliche Zweifel an der Fortführungsfähigkeit aufwirft. Kodaks Pläne hängen von den Erlösen aus der KRIP-Vergleichszahlung sowie von der Umwandlung, Einlösung, Verlängerung oder Refinanzierung der Vorzugsaktien der Serie B und der Term Loans ab.
Weitere auffällige Angaben: $17 Millionen Wertminderung auf eine Beteiligung an Wildcat Discovery, buchmäßiger Wert der Serie-B-Vorzugsaktien $99 Millionen und der Serie C $123 Millionen (Serie C wurde laut einem nachfolgenden Ereignis am 8. August 2025 in Stammaktien umgewandelt), $20 Millionen sonstige Aufwendungen im zweiten Quartal und rund $89 Millionen an nicht erfassten Umsatzerlösen aus noch nicht erfüllten Leistungsverpflichtungen.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
Large accelerated filer |
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☐ |
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☒ |
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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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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
As of August 1, 2025, the Registrant had
Table of Contents
EASTMAN KODAK COMPANY
Form 10-Q
June 30, 2025
Table of Contents
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Page |
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Part I.—Financial Information |
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Item 1. |
Financial Statements |
2 |
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Consolidated Statement of Operations (Unaudited) |
2 |
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Consolidated Statement of Comprehensive (Loss) Income (Unaudited) |
3 |
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Consolidated Statement of Financial Position (Unaudited) |
4 |
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Consolidated Statement of Cash Flows (Unaudited) |
5 |
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Consolidated Statement of Equity (Deficit) (Unaudited) |
6 |
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Notes to Financial Statements (Unaudited) |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
31 |
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Liquidity and Capital Resources |
41 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
45 |
Item 4. |
Controls and Procedures |
46 |
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Part II. —Other Information |
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Item 1. |
Legal Proceedings |
47 |
Item 1A. |
Risk Factors |
47 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
47 |
Item 3. |
Defaults Upon Senior Securities |
47 |
Item 4. |
Mine Safety Disclosures |
47 |
Item 5. |
Other Information |
48 |
Item 6. |
Exhibits |
50 |
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Index to Exhibits |
50 |
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Signatures |
52 |
1
Table of Contents
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
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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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||||||||||
(in millions, except per share data) |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues |
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Sales |
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$ |
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$ |
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$ |
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$ |
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Services |
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Total revenues |
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510 |
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516 |
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Cost of revenues |
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Sales |
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Services |
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Total cost of revenues |
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Gross profit |
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Selling, general and administrative expenses |
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Research and development costs |
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Restructuring costs and other |
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— |
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Other operating expense (income), net |
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— |
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— |
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( |
) |
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(Loss) earnings from operations before interest expense, |
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( |
) |
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( |
) |
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Interest expense |
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||||
Pension income excluding service cost component |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Other charges (income), net |
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( |
) |
|||
(Loss) earnings from operations before income taxes |
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( |
) |
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( |
) |
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Provision for income taxes |
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||||
NET (LOSS) EARNINGS |
|
$ |
( |
) |
|
$ |
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$ |
( |
) |
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$ |
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||
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||||
Basic net (loss) earnings per share attributable to Eastman |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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||
Diluted net (loss) earnings per share attributable to |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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||
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Number of common shares used in basic and diluted net |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME (Unaudited)
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Three Months Ended |
|
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Six Months Ended |
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||||||||||
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June 30, |
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June 30, |
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||||||||||
(in millions) |
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2025 |
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2024 |
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2025 |
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2024 |
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||||
NET (LOSS) EARNINGS |
|
$ |
( |
) |
|
$ |
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$ |
( |
) |
|
$ |
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||
Other comprehensive income (loss), net of tax: |
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Currency translation adjustments |
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( |
) |
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( |
) |
||
Pension and other postretirement benefit plan obligation |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Other comprehensive loss, net of tax |
|
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( |
) |
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( |
) |
|
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( |
) |
|
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( |
) |
COMPREHENSIVE (LOSS) INCOME, NET OF TAX |
|
$ |
( |
) |
|
$ |
|
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$ |
( |
) |
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (Unaudited)
|
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June 30, |
|
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December 31, |
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||
(in millions, except per share data) |
|
2025 |
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2024 |
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||
ASSETS |
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Cash and cash equivalents |
|
$ |
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$ |
|
||
Trade receivables, net of allowances of $ |
|
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Inventories, net |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net of accumulated depreciation of $ |
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Goodwill |
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Intangible assets, net |
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Operating lease right-of-use assets |
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Restricted cash |
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Pension and other postretirement assets |
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Other long-term assets |
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TOTAL ASSETS |
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$ |
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$ |
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||
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY |
|
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Accounts payable, trade |
|
$ |
|
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$ |
|
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Short-term borrowings and current portion of long-term debt |
|
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Current portion of operating leases |
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Other current liabilities |
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Total current liabilities |
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Long-term debt, net of current portion |
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Pension and other postretirement liabilities |
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Operating leases, net of current portion |
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Other long-term liabilities |
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Total liabilities |
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Commitments and Contingencies (Note 7) |
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Redeemable, convertible preferred stock, |
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EQUITY |
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Common stock, $ |
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||
Additional paid in capital |
|
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||
Treasury stock, at cost |
|
|
( |
) |
|
|
( |
) |
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total shareholders’ equity |
|
|
|
|
|
|
||
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND EQUITY |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net (loss) earnings |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Pension and postretirement income |
|
|
( |
) |
|
|
( |
) |
Asset impairment |
|
|
|
|
|
— |
|
|
Paid-in-kind interest expense |
|
|
|
|
|
|
||
Non-cash changes in workers' compensation and employee benefit reserves |
|
|
|
|
|
( |
) |
|
Stock based compensation |
|
|
|
|
|
|
||
Net gain from sale of assets |
|
|
— |
|
|
|
( |
) |
Provision (benefit) for deferred income taxes |
|
|
|
|
|
( |
) |
|
(Increase) decrease in trade receivables |
|
|
( |
) |
|
|
|
|
Decrease (increase) in miscellaneous receivables |
|
|
|
|
|
( |
) |
|
Increase in inventories |
|
|
( |
) |
|
|
( |
) |
Decrease in trade payables |
|
|
( |
) |
|
|
( |
) |
Decrease in liabilities excluding borrowings and trade payables |
|
|
( |
) |
|
|
( |
) |
Other items, net |
|
|
|
|
|
|
||
Total adjustments |
|
|
|
|
|
( |
) |
|
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Additions to properties |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of assets |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repayment of Amended and Restated Term Loan Agreement |
|
|
— |
|
|
|
( |
) |
Preferred stock cash dividend payments |
|
|
( |
) |
|
|
( |
) |
Treasury stock purchases |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
|
|
|
( |
) |
|
Net decrease in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash, beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash, end of period |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these consolidated financial statements.
5
Table of Contents
EASTMAN KODAK COMPANY
CONSOLIDATED STATEMENT OF EQUITY (DEFICIT) (Unaudited)
|
|
Six-Month Period Ending June 30, 2025 |
|
|||||||||||||||||||||||||
|
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Eastman Kodak Company Common Shareholders |
|
|
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|
||||||||||||||||||||||
(in millions) |
|
Common |
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Additional |
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Accumulated |
|
|
Accumulated |
|
|
Treasury |
|
|
Total |
|
|
Redeemable |
|
|||||||
Equity (deficit) as of December 31, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Other comprehensive income (loss) (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Pension and other postretirement liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock cash dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock in-kind dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
Purchases of treasury stock (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity (deficit) as of March 31, 2025 |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Other comprehensive income (loss) (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Pension and other postretirement liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock cash dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock in-kind dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
Preferred stock deemed dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
Purchases of treasury stock (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity (deficit) as of June 30, 2025 |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
6
Table of Contents
|
|
Six-Month Period Ending June 30, 2024 |
|
|||||||||||||||||||||||||
|
|
Eastman Kodak Company Common Shareholders |
|
|
|
|
||||||||||||||||||||||
(in millions) |
|
Common |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Treasury |
|
|
Total |
|
|
Redeemable |
|
|||||||
Equity (deficit) as of December 31, 2023 |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Other comprehensive loss (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Pension and other postretirement liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock cash dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock in-kind dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
Preferred stock deemed dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity (deficit) as of March 31, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
Net earnings |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Other comprehensive loss (net of tax): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Pension and other postretirement liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock cash dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Preferred stock in-kind dividends |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
Purchases of treasury stock (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Equity (deficit) as of June 30, 2024 |
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
(1) Represents purchases of common stock to satisfy tax withholding obligations.
The accompanying notes are an integral part of these consolidated financial statements.
7
Table of Contents
EASTMAN KODAK COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1: BASIS OF PRESENTATION AND RECENT ACCOUNTING PRONOUNCEMENTS
BASIS OF PRESENTATION
RECLASSIFICATIONS
Certain amounts from previous periods have been reclassified to conform to the current period classification of paid-in-kind interest expense in the Consolidated Statement of Cash Flows.
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, 2025, Kodak had $
Kodak has not extended or refinanced the existing Series B Preferred Stock past the current mandatory redemption date of May 28, 2026. The carrying value of the Series B Preferred Stock as of June 30, 2025 was $
U.S. GAAP requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued.
As of the date of issuance of these financial statements, Kodak has debt coming due within twelve months and does not have committed financing or available liquidity to meet such debt obligations if they were to become due in accordance with their current terms. These conditions raise substantial doubt about Kodak’s ability to continue as a going concern.
Kodak’s plans to adequately fund its existing preferred stock and debt obligations when they come due are dependent on obtaining sufficient proceeds from the expected reversion of cash to the Company upon settlement of obligations under the KRIP to reduce the amount of the Term Loans and to (i) convert, redeem, extend or refinance the existing Series B Preferred Stock past the current mandatory redemption date of May 28, 2026, (ii) amend, extend or refinance the remaining outstanding Term Loans past the current maturity date of May 22, 2026, and (iii) replace collateral currently supporting the letters of credit issued under the L/C Facility Agreement. These plans are not solely within Kodak’s control and therefore are not deemed “probable” under U.S. GAAP.
8
Table of Contents
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
No accounting pronouncements were recently adopted by Kodak.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires disclosure of additional categories of information about federal, state and foreign income taxes in the rate reconciliation table and more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively. The ASU is effective for Kodak for the fiscal year ending December 31, 2025, and the required disclosures will be included in Kodak's Form 10-K for the year ending December 31, 2025. As the requirements of this ASU relate to disclosure only, the adoption of this ASU will not have a material impact on Kodak’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public business entities to disclose specified information about certain costs and expenses, including but not limited to purchases of inventory, employee compensation, depreciation, and intangible asset amortization, in a tabular format within the notes to their financial statements, as well as provide additional disclosures related to certain other specified expenses. The ASU may be applied on either a prospective or retrospective basis and is effective for annual reporting periods beginning after December 15, 2026 (January 1, 2027 for Kodak) and interim reporting periods beginning after December 15, 2027 (January 1, 2028 for Kodak). The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
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 Consolidated Statement of Cash Flows:
|
|
June 30, |
|
|
December 31, |
|
||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash reported in Other current assets |
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash shown in the Consolidated Statement |
|
$ |
|
|
$ |
|
||
Restricted cash reported in Other current assets on the Consolidated Statement of Financial Position primarily represented amounts that support hedging activities as of June 30, 2025 and December 31, 2024.
Restricted cash included $
9
Table of Contents
NOTE 3: INVENTORIES, NET
|
|
June 30, |
|
|
December 31, |
|
||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Finished goods |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Raw materials |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
NOTE 4: DEBT AND CREDIT FACILITIES
Term Loan Credit Agreement
On February 26, 2021, the Company and certain of its subsidiaries (the "Subsidiary Guarantors") entered into a Credit Agreement (the “Original Term Loan Credit Agreement”) with certain funds affiliated with Kennedy Lewis Investment Management LLC (“KLIM”) as lenders (the “Original Term Loan Lenders”) and Alter Domus (US) LLC, as administrative agent (the “Term Loan Agent”). Pursuant to the Original Term Loan Credit Agreement, the Original Term Loan Lenders provided the Company with (i) an initial term loan in the amount of $
On June 30, 2023, the Company and the Subsidiary Guarantors entered into an amendment (the “Term Loan Amendment”) to the Original Term Loan Credit Agreement (the Original Term Loan Credit Agreement, as amended and restated by the Term Loan Amendment, the “Amended and Restated Term Loan Credit Agreement”), with certain funds affiliated with KLIM as lenders (the “Term Loan Lenders”) and the Term Loan Agent. Subject to the terms and conditions of the Term Loan Amendment, the Term Loan Lenders provided the Company with a commitment to provide term loans in an aggregate principal amount of $
On July 21, 2023, the Amended and Restated Term Loan Credit Agreement became effective and the Company completed its borrowing of the Term Loans. The Company received net proceeds of $
The Term Loan Amendment also amended and restated the Original Term Loan Credit Agreement to, among other things, (i) extend the maturity date to the earlier of August 15, 2028 or the date that is 91 days prior to the maturity date or mandatory redemption date of any of the Company’s then-outstanding Series B Preferred Stock or Series C Preferred Stock ("Convertible Securities") or any extensions or refinancings of any of the foregoing, (ii) make certain other changes to the terms of the Original Term Loan Credit Agreement and (iii) make certain other changes to the terms of the Guarantee and Collateral Agreement, dated as of February 26, 2021, among the Company, the Subsidiary Guarantors and the Term Loan Agent.
The Term Loans bear interest at a rate of
The Amended and Restated Term Loan Credit Agreement continues to limit, among other things, the ability of the Company and its Restricted Subsidiaries (as defined in the Amended and Restated Term Loan Credit Agreement) to (i) incur indebtedness, (ii) incur or create liens, (iii) dispose of assets, (iv) make restricted payments and (v) make investments. The Amended and Restated Term Loan
10
Table of Contents
Credit Agreement contains customary affirmative covenants, including delivery of certain of the Company’s financial statements, and customary event of default provisions, including a cross-default provision that would give rise to an event of default if there is a default under or acceleration of “Material Indebtedness” other than intercompany indebtedness. Material Indebtedness includes obligations having a principal amount of at least $
On February 26, 2025, the Company and the Subsidiary Guarantors entered into the First Amendment to the Amended and Restated Term Loan Credit Agreement (the “February 2025 Term Loan Credit Agreement Amendment”) with the Term Loan Lenders and the Term Loan Agent to modify the maturity date of the Term Loans to the earlier of August 15, 2028 or May 22, 2026, the date that is five days prior to the maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities or any extensions or refinancings of any of the foregoing.
On May 7, 2025, the Company and the Subsidiary Guarantors entered into the Second Amendment to the Amended and Restated Term Loan Credit Agreement (the “May 2025 Term Loan Credit Agreement Amendment”). The May 2025 Term Loan Credit Agreement Amendment provides the Company the option to pay the Cash Interest Payment entirely in PIK for the next six quarterly interest payments. In addition, the May 2025 Term Loan Credit Agreement Amendment revises the mandatory prepayment provisions under the Amended and Restated Term Loan Credit Agreement requiring Kodak to use
See Going Concern subsection of Note 1, “Basis of Presentation and Recent Accounting Pronouncements” for additional information.
Letter of Credit Facility Agreement
On February 26, 2021, the Company and the Subsidiary Guarantors entered into a Letter of Credit Facility Agreement (the “L/C Facility Agreement”) among the Company, the Subsidiary Guarantors, the lenders party thereto (the “L/C Lenders”), Bank of America, N.A., as agent, and Bank of America, N.A., as issuing bank. Pursuant to the L/C Facility Agreement, the L/C Lenders committed to issue letters of credit on the Company’s behalf in an aggregate amount of up to $
On March 14, 2023, the Company entered into an amendment to the L/C Facility Agreement (the “2023 Amended L/C Facility Agreement”) to, among other things: (i) extend the maturity date of the L/C Facility Agreement from February 26, 2024 to the earliest of June 12, 2024, the termination of the 2023 Amended ABL Credit Agreement, as applicable, or the date that is 91 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s Term Loans, Convertible Notes, Series B Preferred Stock, Series C Preferred Stock or any refinancing of any of the foregoing and (ii) require the Company to maintain daily Minimum Liquidity of $
The 2023 Amended L/C Facility Agreement required the Company to maintain Excess Availability above the greater of
On June 30, 2023, the Company and the Subsidiary Guarantors entered into an amendment (the “June 2023 L/C Facility Amendment”) to the 2023 Amended L/C Facility Agreement (as amended and restated by the June 2023 L/C Facility Amendment, the “Amended and Restated L/C Facility Agreement”), with Bank of America, N.A., as L/C Lender, L/C Agent and Issuing Bank. The June 2023 L/C Facility Amendment became effective on July 21, 2023.
Under the terms and conditions of the June 2023 L/C Facility Amendment, the L/C Lender increased the commitment to issue letters of credit on the Company’s behalf from an aggregate amount of up to $
11
Table of Contents
greater than or equal to
Upon the termination of the 2023 Amended ABL Credit Agreement on July 21, 2023, the letters of credit totaling $
The June 2023 L/C Facility Amendment also amended and restated the 2023 Amended L/C Facility Agreement to, among other things, (i) extended the maturity date to the earliest of (x) the fifth anniversary of the Restatement Date (as defined therein), (y) the date that is 90 days prior to the maturity of the Amended and Restated Term Loan Credit Agreement, as such date may be extended pursuant to the terms thereof (or the maturity date of any refinancing thereof), or (z) the date that is 90 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities or any refinancings of any of the foregoing, (ii) eliminated the existing cash maintenance requirements, and (iii) made certain other changes to the terms of the 2023 Amended L/C Facility Agreement.
Approximately $
The Company’s obligations under the Amended and Restated L/C Facility Agreement are guaranteed by the Subsidiary Guarantors and are secured by (i) a first priority lien on the L/C Cash Collateral and (ii) a second priority lien on certain Term Loan Priority Collateral of the Company and U.S. subsidiary guarantors.
The Amended and Restated L/C Facility Agreement contains certain affirmative and negative covenants similar to the affirmative and negative covenants contained in the Amended and Restated Term Loan Credit Agreement. The Amended and Restated L/C Facility Agreement does not include a minimum liquidity or financial maintenance covenant.
The Company will pay an unused line fee of
On February 26, 2025, the Company and the Subsidiary Guarantors entered into an amendment to the Amended and Restated L/C Facility Agreement (the “2025 L/C Facility Agreement Amendment”) with the L/C Lenders and Bank of America, N.A. to modify the maturity date of the facility to the earliest of (x) the fifth anniversary of the Restatement Date, (y) May 12, 2026, the date that is 10 days prior to the maturity of the Amended and Restated Term Loan Credit Agreement, as such date may be extended pursuant to the terms thereof, or (z) May 13, 2026, the date that is 15 days prior to the earliest scheduled maturity date or mandatory redemption date of any of the Company’s then-outstanding Convertible Securities. Upon a Permitted Refinancing (as defined therein) of any of the foregoing, the springing maturity date will be 30 days prior to the maturity date or redemption date of the refinancing.
See Going Concern subsection of Note 1, “Basis of Presentation and Recent Accounting Pronouncements” for additional information.
NOTE 5: REDEEMABLE, CONVERTIBLE PREFERRED STOCK
Redeemable convertible preferred stock was as follows:
|
|
June 30, |
|
|
December 31, |
|
||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Series B preferred stock |
|
$ |
|
|
$ |
|
||
Series C preferred stock |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
12
Table of Contents
Series B Preferred Stock
On February 26, 2021 the Company agreed to exchange
Dividend and Other Rights
The Series B Preferred Stock has a liquidation preference of $
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
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 $
Embedded Conversion Features
The Company concluded that the Series B Preferred Stock is more akin to a debt-type instrument and that the economic characteristics and risks of the conversion option upon a fundamental change by the holder is not considered clearly and closely related to the Series B Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from the Series B Preferred Stock and separately accounted for as a derivative. The Company allocated $
The conversion option upon a fundamental change embedded derivative value at issuance was calculated as the difference between the total value of the Series B Preferred Stock and the sum of the net present value of the cash flows if the Series B Preferred Stock is redeemed on its redemption date and the values of other embedded derivatives. Other than events which alter the likelihood of a fundamental change, the value of the conversion option upon a fundamental change embedded derivative reflects the value as of the issuance date, amortized for the passage of time. The derivative amortization is reported in Other charges (income), net in the Consolidated Statement of Operations.
The carrying value of the Series B Preferred Stock embedded derivative as of both June 30, 2025 and December 31, 2024 was a liability of less than $
13
Table of Contents
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.
Series C Preferred Stock
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
Dividend and Other Rights
The Series C Preferred Stock has a liquidation preference of $
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 $
The Company has 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
Embedded Conversion Features
The Company concluded that the Series C Preferred Stock is more akin to a debt-type instrument and that the economic characteristics and risks of the conversion option upon a fundamental change by the holder is not considered clearly and closely related to the Series C Preferred Stock. Accordingly, this embedded conversion feature was bifurcated from the Series C Preferred Stock and separately accounted for as a derivative. The Company allocated $
The conversion option upon a fundamental change embedded derivative value at issuance was calculated as the difference between the total value of the Series C Preferred Stock and the sum of the net present value of the cash flows if the Series C Preferred Stock is redeemed on its redemption date and the values of other embedded derivatives. Other than events which alter the likelihood of a fundamental change, the value of the conversion option upon a fundamental change embedded derivative reflects the value as of
14
Table of Contents
the issuance date, amortized for the passage of time. The derivative amortization is reported in Other charges (income), net in the Consolidated Statement of Operations.
The carrying value of the Series C Preferred Stock embedded derivative as of both June 30, 2025 and December 31, 2024 was a liability of less than $
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, May 28, 2026.
Series C Preferred Stock Exchange
On August 8, 2025, the Company issued
NOTE 6: LEASES
Income recognized on operating lease arrangements for the three and six months ended June 30, 2025 and 2024 is presented below. Income recognized for sales-type lease arrangements for the three and six months ended June 30, 2025 was less than $
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Lease income - operating leases: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 7: COMMITMENTS AND CONTINGENCIES
As of June 30, 2025, the Company had outstanding letters of credit of $
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 and income 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 June 30, 2025, Kodak’s Brazilian operations maintained accruals of approximately $
15
Table of Contents
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 June 30, 2025, Kodak’s Brazilian operations have posted security composed of $
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 such as the on-going patent infringement claims brought by FUJIFILM Corporation against Eastman Kodak Company (in the US) and its German subsidiaries (in Germany) alleging that certain of Kodak’s SONORA process free plates infringe four of its patents in each jurisdiction. 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 8: GUARANTEES
In accordance with the terms of a settlement agreement concerning certain of the Company’s historical environmental liabilities at Eastman Business Park, a more than
Extended Warranty Arrangements
Kodak offers its customers extended warranty arrangements that are generally
(in millions) |
|
|
|
|
Deferred revenue on extended warranties as of December 31, 2024 |
|
$ |
|
|
New extended warranty and maintenance arrangements deferred |
|
|
|
|
Recognition of extended warranty and maintenance arrangement revenue |
|
|
( |
) |
Deferred revenue on extended warranties as of June 30, 2025 |
|
$ |
|
|
16
Table of Contents
NOTE 9: REVENUE
Disaggregation of Revenue
The following tables present revenue disaggregated by major product and geography:
Major Product:
Three Months Ended |
|
|||||||||||||||||||||
June 30, 2025 |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
||||||
(in millions) |
|
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
|||||||
Core products (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Plates, inks and other consumables |
|
$ |
|
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||||
Ongoing service arrangements |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total annuities |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Equipment & software |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Film and chemicals |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Total Core |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Growth products (2) |
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Other (3) |
|
|
— |
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Six Months Ended |
|
|||||||||||||||||||
June 30, 2025 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
Core products (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plates, inks and other consumables |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Ongoing service arrangements |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total annuities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Equipment & software |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Film and chemicals |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Core |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Growth products (2) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other (3) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
17
Table of Contents
Three Months Ended |
|
|||||||||||||||||||
June 30, 2024 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
Core products (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plates, inks and other consumables |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Ongoing service arrangements |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total annuities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Equipment & software |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Film and chemicals |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Core |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Growth products (2) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other (3) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Six Months Ended |
|
|||||||||||||||||||
June 30, 2024 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
Core products (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Plates, inks and other consumables |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||
Ongoing service arrangements |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total annuities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Equipment & software |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Film and chemicals |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Core |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Growth products (2) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other (3) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
18
Table of Contents
Geography (1):
Three Months Ended |
|
|||||||||||||||||||
June 30, 2025 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Canada |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Asia Pacific |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Latin America |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Six Months Ended |
|
|||||||||||||||||||
June 30, 2025 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Canada |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Asia Pacific |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Latin America |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
19
Table of Contents
Three Months Ended |
|
|||||||||||||||||||
June 30, 2024 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Canada |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Asia Pacific |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Latin America |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Six Months Ended |
|
|||||||||||||||||||
June 30, 2024 |
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Advanced |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
Materials |
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
and |
|
|
|
|
|
|
|
|
|
|
|||||
(in millions) |
|
|
|
Chemicals |
|
|
Brand |
|
|
All Other |
|
|
Total |
|
||||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Canada |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
North America |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Europe, Middle East and Africa |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Asia Pacific |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Latin America |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
(1) Sales are reported in the geographic area in which they originate.
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 June 30, 2025 and December 31, 2024 was $
Revenue recognized for the three and six months ended June 30, 2025 and 2024 that was included in the contract liability balance at the beginning of the period was $
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.
20
Table of Contents
Performance obligations with an original expected length of greater than
NOTE 10: OTHER OPERATING EXPENSE (INCOME), NET
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Gain in sale of assets (1) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
Other |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
(1)
NOTE 11: OTHER CHARGES (INCOME), NET
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Interest income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss on foreign exchange transactions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Asset impairment (1) |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Other |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
NOTE 12: INCOME TAXES
Kodak’s income tax provision and effective tax rate were as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(dollars in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
(Loss) earnings from operations before income taxes |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Effective tax rate |
|
|
( |
)% |
|
|
% |
|
|
( |
)% |
|
|
% |
||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Benefit) provision for income taxes at U.S. statutory tax rate |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Difference between tax at effective vs. statutory rate |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
For the three and six months ended June 30, 2025, the difference between Kodak’s effective tax rate and the U.S. statutory rate of
For the three and six months ended June 30, 2024, the difference between Kodak’s effective tax rate and the U.S. statutory rate of
21
Table of Contents
In December 2021, the Organisation for Economic Cooperation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Many participating countries enacted changes which took effect in 2024. Following the review of the relevant tax law changes introduced through Pillar 2 implementation, Kodak determined that these new regulations did not have a material impact to its tax provision for the three and six months ended June 30, 2025 and 2024.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Kodak is currently assessing its impact on the Company's consolidated financial statements.
NOTE 13: 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:
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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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2025 |
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2024 |
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2025 |
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2024 |
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(in millions) |
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U.S. |
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Non-U.S. |
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U.S. |
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Non-U.S. |
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U.S. |
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Non-U.S. |
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U.S. |
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Non-U.S. |
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Major defined benefit plans: |
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Service cost |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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$ |
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$ |
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$ |
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Interest cost |
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Expected return on plan |
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( |
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( |
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( |
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Amortization of: |
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Prior service cost |
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— |
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— |
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— |
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— |
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Actuarial (gain) loss |
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— |
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— |
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( |
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— |
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( |
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( |
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— |
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Net pension (income) |
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( |
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— |
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( |
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— |
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( |
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— |
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( |
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Special termination |
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— |
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— |
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— |
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— |
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— |
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Net pension (income) |
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( |
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— |
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— |
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— |
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Other plans |
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— |
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— |
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— |
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— |
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Total net pension (income) |
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$ |
( |
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$ |
— |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
— |
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$ |
( |
) |
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$ |
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(1)
Restructuring costs and other in the Consolidated Statement of Operations for that period.
On January 21, 2025, the Board of Directors of Kodak approved the termination of the Kodak Retirement Income Plan (“KRIP”), effective March 31, 2025, and no further benefits were accrued under KRIP following this date. In addition, the Board of Directors approved a defined benefit retirement plan (the “Kodak Cash Balance Plan”) as a replacement for KRIP which became effective on March 1, 2025 for new hires and on April 1, 2025 for current employees. The benefits under the Kodak Cash Balance Plan are substantially the same as those under the cash balance feature of KRIP. During the three months ended March 31, 2025, Kodak concluded that it was probable that the criteria for settlement accounting for KRIP would be met in 2025 as the projected cost of all settlements would exceed the sum of the service cost and interest cost components of net periodic pension cost for the year. As a result, Kodak applied settlement accounting in both the first and second quarters of 2025, and remeasured KRIP as of March 31, 2025 and June 30, 2025.
The March 31, 2025 remeasurement resulted in a net actuarial loss of $
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used at December 31, 2024, and the 30-year Treasury rate used in the March 31, 2025 remeasurement was
The June 30, 2025 remeasurement resulted in a net actuarial loss of $
NOTE 14: EARNINGS PER SHARE
Basic earnings per share are calculated using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share calculations 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 and six months ended June 30, 2025 and 2024 follows:
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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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(in millions) |
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2025 |
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2024 |
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2025 |
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2024 |
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Net (loss) earnings |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Less: Series B Preferred stock cash dividends |
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( |
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( |
) |
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( |
) |
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( |
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Less: Series C Preferred stock in-kind dividends |
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( |
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( |
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( |
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( |
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Less: Preferred stock deemed dividends |
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( |
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— |
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( |
) |
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( |
) |
Less: Earnings attributable to Series C Preferred shareholders |
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— |
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( |
) |
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— |
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( |
) |
Net (loss) earnings available to common shareholders - basic |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Effect of dilutive securities: |
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Add back: Series B preferred stock cash and deemed |
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$ |
— |
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$ |
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$ |
— |
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$ |
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||
Net (loss) earnings available to common shareholders - diluted |
|
$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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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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(in millions of shares) |
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2025 |
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2024 |
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2025 |
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2024 |
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Weighted averages shares - basic |
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Effect of dilutive securities |
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Unvested restricted stock units |
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— |
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— |
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Employee stock options |
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— |
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— |
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Series B Preferred Stock |
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— |
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— |
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Weighted average shares — diluted |
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As a result of the net loss available to common shareholders for the three and six months ended June 30, 2025, Kodak calculated diluted earnings per share using weighted-average basic shares outstanding. If Kodak had reported earnings available to common shareholders for the three months ended June 30, 2025, the calculation of diluted earnings per share would have included the assumed vesting of
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months ended June 30, 2025, the calculation of diluted earnings per share would have included the assumed vesting of
The computation of diluted earnings per share for the three and six months ended June 30, 2025 excluded the impact of (1) the assumed conversion of
The computation of diluted earnings per share for the three and six months ended June 30, 2024 excluded the impact of (1) the assumed conversion of
NOTE 15: SHAREHOLDERS’ EQUITY
The Company has
Common Stock
As of June 30, 2025 and December 31, 2024, there were
At-The-Market ("ATM") Equity Offering Program
On May 21, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”), pursuant to which the Company may offer and sell up to $
Sales of the shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with BofA. BofA will receive a commission from the Company that will not exceed, but may be lower than,
The Company has not sold any shares under the Sales Agreement as of June 30, 2025.
Preferred Stock
Series B Preferred stock issued and outstanding as of both June 30, 2025 and December 31, 2024 consisted of
Series C Preferred stock issued and outstanding as of both June 30, 2025 and December 31, 2024 consisted of
Treasury Stock
Treasury stock consisted of approximately
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NOTE 16: OTHER COMPREHENSIVE LOSS
The changes in Other comprehensive loss by component were as follows:
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Three Months Ended |
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Six Months Ended |
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||||||||||
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June 30, |
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June 30, |
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(in millions) |
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2025 |
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2024 |
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2025 |
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2024 |
|
||||
Currency translation adjustments |
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Currency translation adjustments |
|
$ |
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$ |
( |
) |
|
$ |
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$ |
( |
) |
||
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Pension and other postretirement benefit plan changes |
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Newly established net actuarial loss |
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( |
) |
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— |
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( |
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— |
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Tax provision |
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— |
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— |
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— |
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— |
|
Newly established net actuarial loss, net of tax |
|
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( |
) |
|
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— |
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( |
) |
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— |
|
Reclassification adjustments: |
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||||
Amortization of prior service cost (1) |
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Amortization of actuarial gains (1) |
|
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— |
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( |
) |
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( |
) |
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( |
) |
Total reclassification adjustments |
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( |
) |
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( |
) |
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( |
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Tax provision |
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— |
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— |
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— |
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— |
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Reclassification adjustments, net of tax |
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( |
) |
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( |
) |
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( |
) |
|
Pension and other postretirement benefit plan changes, net |
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( |
) |
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( |
) |
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|
( |
) |
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|
( |
) |
Other comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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NOTE 17: SEGMENT INFORMATION
Kodak has
Print: The Print segment is comprised of
Advanced Materials and Chemicals: The Advanced Materials and Chemicals segment is comprised of
Brand: The Brand segment contains the brand licensing business.
The balance of Kodak’s continuing operations, which do not meet the criteria of a reportable segment, are reported in All Other revenues and All Other Operational EBITDA, and primarily represent the operations of the Eastman Business Park.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1 included in the 2024 Form 10-K. There are no intersegment sales between the segments.
The CODM uses Operational EBITDA in assessing segment performance and deciding how to allocate resources for each segment predominantly through the annual budget and forecasting process. The CODM evaluates Operational EBITDA budget-to-actual variances, changes in Operational EBITDA from prior periods and when comparing the results of each segment with one another.
Segment financial information is shown below. Asset information by reportable segment is not disclosed below as this information is not regularly provided to or used by the CODM in assessing performance and allocating resources.
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Table of Contents
Segment Revenues, Operational EBITDA and Consolidated (Loss) Earnings from Continuing Operations Before Income Taxes
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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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2025 |
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2024 |
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2025 |
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2024 |
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(in millions) |
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Print: |
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Revenues from external customers |
$ |
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$ |
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$ |
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$ |
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Cost of revenues |
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Selling, general and administrative expenses |
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Research and development expenses |
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Operational EBITDA |
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( |
) |
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— |
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( |
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— |
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Advanced Materials and Chemicals: |
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Revenues from external customers |
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Cost of revenues |
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Selling, general and administrative expenses |
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Research and development expenses |
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Operational EBITDA |
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Brand: |
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Revenues from external customers |
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Selling, general and administrative expenses |
|
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— |
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Operational EBITDA |
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Total Operational EBITDA for Reportable Segments |
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All Other Operational EBITDA |
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— |
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— |
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— |
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Depreciation and amortization |
|
( |
) |
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( |
) |
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|
( |
) |
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( |
) |
Restructuring costs and other (1) |
|
( |
) |
|
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— |
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( |
) |
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( |
) |
Stock-based compensation |
|
( |
) |
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( |
) |
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( |
) |
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( |
) |
Consulting and other costs (2) |
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( |
) |
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( |
) |
||
Idle costs (3) |
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( |
) |
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|
( |
) |
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|
( |
) |
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|
( |
) |
Other operating (expense) income, net (4) |
|
— |
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( |
) |
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— |
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Interest expense (4) |
|
( |
) |
|
|
( |
) |
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|
( |
) |
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( |
) |
Pension income excluding service cost component (4) |
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Other (charges) income, net (4) |
|
( |
) |
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|
( |
) |
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( |
) |
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Consolidated (loss) earnings from continuing operations before |
$ |
( |
) |
|
$ |
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|
$ |
( |
) |
|
$ |
|
||
27
Table of Contents
A reconciliation of reportable segment revenues to consolidated revenues follows:
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Three Months Ended |
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Six Months Ended |
|
||||||||||
|
June 30, |
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June 30, |
|
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(in millions) |
2025 |
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2024 |
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2025 |
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|
2024 |
|
||||
Total Reportable Segment Revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
All Other Revenues |
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|
||||
Total Consolidated Revenues |
$ |
|
|
$ |
|
|
$ |
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|
$ |
|
||||
Kodak increased employee benefit reserves by approximately $
Kodak decreased employee benefit reserves by approximately $
Amortization and depreciation expense by segment are not included in the segment measure of profit and loss but are regularly provided to the CODM.
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in millions) |
June 30, |
|
|
June 30, |
|
||||||||||
Intangible asset amortization expense from continuing operations: |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
$ |
|
|
$ |
|
|
$ |
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|
$ |
|
|||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
(in millions) |
June 30, |
|
|
June 30, |
|
||||||||||
Depreciation expense from continuing operations: |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
$ |
|
|
$ |
|
|
$ |
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|
$ |
|
|||||
Advanced Materials and Chemicals |
|
|
|
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|
|
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|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(in millions) |
June 30, |
|
|
December 31, |
|
||
Long-lived assets located in: (1) |
2025 |
|
|
2024 |
|
||
The United States |
$ |
|
|
$ |
|
||
Europe, Middle East and Africa |
|
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|
||
Asia Pacific |
|
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|
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Canada and Latin America |
|
|
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|
||
Non-U.S. countries total (2) |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
(1)
(2)
non-U.S. property, plant and equipment as of December 31, 2024, $
28
Table of Contents
NOTE 18: 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, as well as forecasted foreign currency denominated intercompany assets.
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) earnings at the same time that the exposed assets and liabilities are re-measured through net (loss) earnings (both in Other charges (income), net in the Consolidated Statement of Operations). The notional amount of such contracts open at June 30, 2025 and December 31, 2024 was approximately $
The net effect of foreign currency forward contracts in the results of operations is shown in the following table:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net (gain) loss from derivatives not designated as hedging |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Kodak had
In the event of a default under any of 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.
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 June 30, 2025 and December 31, 2024 was $
Short-term debt (Level 2 fair value measurements) includes the Term Loans at June 30, 2025 for which the fair value is determined by pricing models based on the value of related cash flows discounted at current market interest rates. The fair values of short-term borrowings were $
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. The fair values of long-term borrowings were $
The carrying values of cash and cash equivalents, restricted cash and the current portion of long-term debt approximate their fair values at both June 30, 2025 and December 31, 2024.
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 and six months ended June 30, 2025.
29
Table of Contents
NOTE 19: SUBSEQUENT EVENT
On August 8, 2025, the Company issued
The Series C Exchange Agreement provides the Investor with the right to nominate one member for election to the Company’s Board for so long as it holds at least 10% of the outstanding shares of common stock of the Company. In connection with the Series C Preferred Stock Exchange, the Company entered into an Amended and Restated Registration Rights Agreement that provides customary registration rights with respect to the shares of common stock issued in the Series C Preferred Stock Exchange.
For additional information on the Series C Preferred Stock Exchange, the board nomination rights granted to the Investor in connection therewith, and the Amended and Restated Registration Rights Agreement, see Item 5(a) to this Quarterly Report on Form 10-Q.
30
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report on Form 10-Q includes “forward–looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995.
Forward–looking statements include statements concerning Kodak’s plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, liquidity, investments, financing needs and business trends and other information that is not historical information. When used in this document, the words “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “predicts,” “forecasts,” “strategy,” “continues,” “goals,” “targets” or future or conditional verbs, such as “will,” “should,” “could,” or “may,” and similar words and expressions, as well as statements that do not relate strictly to historical or current facts, are intended to identify forward–looking statements. All forward–looking statements, including management’s examination of historical operating trends and data, are based upon Kodak’s current expectations and assumptions. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results or outcomes, or timing of actual results or outcomes, to differ materially from historical results or those expressed in or implied by such forward-looking statements. Important factors that could cause actual events, results or outcomes, or their timing, to differ materially from the forward-looking statements include, among others, the risks and uncertainties described in more detail in the Company’s Annual Report on Form 10–K for the year ended December 31, 2024 ("2024 Form 10-K") under the headings “Business,” “Risk Factors,” “Legal Proceedings,” and/or “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources,” in the corresponding sections of this report on Form 10-Q and the Company’s quarterly report on Form 10‐Q for the quarter ended March 31, 2025, and in other filings the Company makes with the SEC from time to time, as well as the following:
31
Table of Contents
Future events and other factors may cause Kodak’s actual results to differ materially from the forward–looking statements. All forward–looking statements attributable to Kodak or persons acting on its behalf apply only as of the date of this report on Form 10-Q and are expressly qualified in their entirety by the cautionary statements included or referenced in this document. Kodak undertakes no obligation to update or revise forward–looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law.
EXECUTIVE OVERVIEW
Kodak is a global manufacturer focused on commercial print and advanced materials and chemicals. With 79,000 patents earned over 130 years of research and development ("R&D"), Kodak believes in the power of technology and science to enhance what the world sees and creates. Kodak’s innovative, award-winning products, combined with its customer-first approach, make Kodak the partner of choice for commercial printers worldwide. Kodak is committed to environmental stewardship, including industry leadership in developing sustainable solutions for print.
Consolidated revenues in the three and six months ended June 30, 2025 were $263 million and $510 million, respectively, decreases of $4 million (1%) and $6 million (1%), respectively, when compared to the three and six months ended June 30, 2024. Currency fluctuations had a favorable impact on revenues in the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 ($5 million and $2 million, respectively).
Print revenues in the three and six months ended June 30, 2025 were $178 million and $343 million, respectively, decreases of $8 million (4%) and $25 million (7%), respectively, compared to the prior year quarter and year-to-date period. Print revenues accounted for 68% and 67% of Kodak’s total revenues for the three and six months ended June 30, 2025, respectively. Advanced Materials and Chemicals revenues in the three and six months ended June 30, 2025 were $75 million and $149 million, respectively, increases of $2 million (3%) compared to the prior year quarter and $17 million (13%) compared to the prior year-to-date period.
Economic Environment and Other Global Events:
Kodak's products are sold and serviced in numerous countries across the globe with more than half of sales generated outside the U.S. Current global economic conditions remain highly volatile due to the uncertain and unpredictable macroeconomic environment, heightened levels of inflation, the war in Ukraine, the conflicts involving Israel, changes in trade policies, including tariffs or other trade restrictions or the threat of such actions, and other global events which impacted Kodak’s operations. Kodak is experiencing revenue declines and increased manufacturing costs for certain businesses due to lower volumes and increases in labor, material and distribution costs, as well as supply chain disruptions and shortages in materials and labor.
The U.S. government imposed new tariffs on a range of imported goods, including aluminum, steel and certain raw materials and component parts used in Kodak’s manufacturing and supply chain. The tariffs imposed have resulted in increased manufacturing costs which the Company has been able to largely mitigate through pricing actions, supplier negotiations and other cost savings measures. As a result of these actions, the tariffs that have been enacted or expanded by the U.S. did not have a material adverse effect on Kodak’s operations, financial condition or cash flows for the six months ended June 30, 2025.
Kodak is actively monitoring the tariff developments and continuing to analyze the potential impacts on its businesses, cost structure and supply chain. The Company is pursuing options to substantially mitigate the impact of the increased tariffs or any future tariffs, including seeking certain exemptions, offsetting cost increases through further pricing actions and additional cost savings measures, securing alternative sources of materials or products, and evaluating potential manufacturing footprint changes.
32
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There is substantial uncertainty about the duration of existing tariffs or pauses in tariffs, tariff levels and whether additional tariffs or other retaliatory actions may be imposed, modified or suspended. Countries subject to such tariffs have imposed or may in the future impose reciprocal or retaliatory tariffs and other trade measures. These actions and the related rising political tensions could negatively impact global macroeconomic conditions and the stability of global financial markets. The ultimate impact of any tariffs is uncertain and will depend on various factors, including whether the tariffs are maintained and/or implemented, the duration of the tariffs, any exceptions or exemptions that are or may become available and the timing of their implementation, amount and scope, all of which could have a material adverse effect on Kodak’s business, financial condition and results of operations.
Kodak has implemented various pricing actions and customer-focused initiatives to mitigate the impact of increased manufacturing costs, primarily within its Print and Advanced Materials and Chemicals segments. Largely beginning in the latter part of the second quarter of 2021, in order to mitigate the impact of higher aluminum, energy and packaging costs within Prepress Solutions, the Print segment implemented pricing actions on purchases of plates that continue to be periodically reviewed and adjusted accordingly. In addition, the Advanced Materials and Chemicals segment implemented various pricing actions primarily within its Industrial Films and Chemicals and Motion Picture businesses.
The Print segment is experiencing a slowdown in customer demand for plates that negatively impacted volume due to current global economic conditions and the impact of pricing actions. In addition to the pricing actions and customer initiatives described above, Kodak has implemented supply chain and workforce optimization, productivity improvements and other cost savings activities. The combined actions have largely mitigated the impact of lower volumes and increased manufacturing costs. However, the potential worsening of economic conditions, continued decreases in volume and increases in manufacturing and other costs without further price increases, productivity improvements or other cost saving measures, could unfavorably impact this segment's operating results.
The Advanced Materials and Chemicals segment has experienced labor shortages in certain manufacturing areas. Increased demand for consumer film products along with manufacturing equipment limitations and labor shortages have contributed to increased backorders. During 2024, the Advanced Materials and Chemicals segment reduced the amount of backorders compared to levels seen in prior years. This was driven by increased headcount and capital investments in equipment upgrades and new equipment that increased capacity and streamlined processes. Increased demand for film products may continue to place stress on manufacturing equipment and the labor force without further investment or additional hiring in specific areas.
Kodak has implemented numerous measures to mitigate the challenges associated with supply chain disruptions and shortages in materials, including increasing safety stock on certain materials, increasing lead-times, providing suppliers with longer forecasts of future demand and certifying additional sources or substitute materials where possible. These measures have enabled Kodak to largely meet current demand.
Following the cessation of U.S. plate manufacturing operations by Kodak’s key competitors, Kodak has faced increasing competition in the U.S. from low-priced plates imported from China and Japan. On September 28, 2023, Kodak filed petitions with the U.S. Department of Commerce ("Commerce Department") and the U.S. International Trade Commission ("ITC") requesting relief from unfairly traded imports of plates from China and Japan in the form of the imposition of anti-dumping and/or countervailing duties on such imported plates. After making an affirmative preliminary determination on November 15, 2023, on October 22, 2024, the ITC made a final determination that a U.S. industry is materially injured by reason of imports of aluminum lithographic printing plates from China and Japan that the Commerce Department has determined are sold at less than fair value and subsidized by the government of China. The Commerce Department conducted investigations to determine dumping and subsidy margins against imports of plates manufactured in China and Japan. The Commerce Department announced preliminary findings in its countervailing duty investigation on imports of plates manufactured in China on February 27, 2024 and announced preliminary findings in its anti-dumping duty investigations on imports of plates manufactured in China and Japan on April 26, 2024, which were amended with respect to plates from China on May 28, 2024. The Commerce Department announced final findings in its anti-dumping duty investigations on imports of plates manufactured in China and Japan and its countervailing duty investigation on imports of plates manufactured in China on September 23, 2024. As a result of the determinations by the ITC and Commerce Department, duties are now being imposed on U.S. imports of plates as follows: (i) anti-dumping duties of 115.84% on such plates manufactured in China by Fuji and 317.43% on such plates manufactured in China by other entities (in each case, imposed on plates imported on or after May 1, 2024), (ii) countervailing duties of 35.66% on practically all such plates manufactured in China (imposed on plates imported on or after March 1, 2024), and (iii) anti-dumping duties of 91.83% on practically all such plates manufactured in Japan (imposed on plates imported on or after May 1, 2024). There can be no assurance that the duties imposed on imported plates will provide Kodak effective relief and will not be reduced or impaired by any appeal or other challenge.
Kodak is monitoring the events surrounding the conflicts involving Israel and the impact on the operations of its Israel subsidiary. A leased warehouse in Israel was destroyed in 2023; however, none of Kodak’s employees were injured. While the potential impact of
33
Table of Contents
future developments related to this conflict is difficult to predict at this time, Kodak has been able to adapt its operations to avoid material disruption to its business. The direct operations of Kodak’s Israel subsidiary were less than 1% of total consolidated revenue and assets in 2025.
Kodak also continues to monitor the events surrounding the war in Ukraine and the various sanctions imposed in response to the war. Kodak believes it is in compliance with all sanctions. Kodak has experienced worldwide supply constraints for aluminum and increased energy and transportation costs due in part to the war in Ukraine. The extent to which the war in Ukraine will continue to impact the global economy and Kodak's business and operations remains uncertain.
The war in Ukraine and the international response have disrupted Kodak’s ability to operate its Russian subsidiary in the ordinary course, affecting its ability to pay vendors and employees, receive amounts owed from customers in Russia and deliver product. Kodak is in the process of an orderly winding down of its Russian subsidiary and has ceased its direct Russian operations. The direct operations of Kodak’s Russian subsidiary did not have a material impact on the Company’s financial statements (less than 1% of total consolidated revenues and assets for 2024, 2023 and 2022), and there were no material impacts to the consolidated results of operations for the six months ended June 30, 2025 from the wind-down activities.
The ongoing changes in global economic conditions and the impact of other global events on Kodak’s operations and financial performance remains uncertain and will depend on several factors such as the slowdown in customer demand, the ability to offset higher labor, material and distribution costs through pricing actions, duration of supply chain disruptions and the ability to secure raw materials and components.
Kodak’s strategy:
Segments within the print industry and the film industry face competition from digital substitution. Kodak’s strategy is to:
A discussion of opportunities and challenges related to Kodak’s strategy follows:
34
Table of Contents
35
Table of Contents
RESULTS OF OPERATIONS
2025 COMPARED TO 2024
SECOND QUARTER RESULTS OF OPERATIONS
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
$ |
|
|
|
|
|
% of |
|
|
|
|
|
% of |
|
|
$ |
|
||||||||||
(dollars in millions) |
|
2025 |
|
|
Sales |
|
|
2024 |
|
|
Sales |
|
|
Change |
|
|
2025 |
|
|
Sales |
|
|
2024 |
|
|
Sales |
|
|
Change |
|
||||||||||
Revenues |
|
$ |
263 |
|
|
|
|
|
$ |
267 |
|
|
|
|
|
$ |
(4 |
) |
|
$ |
510 |
|
|
|
|
|
$ |
516 |
|
|
|
|
|
$ |
(6 |
) |
||||
Cost of revenues |
|
|
212 |
|
|
|
|
|
|
209 |
|
|
|
|
|
|
3 |
|
|
|
413 |
|
|
|
|
|
|
409 |
|
|
|
|
|
|
4 |
|
||||
Gross profit |
|
|
51 |
|
|
|
19 |
% |
|
|
58 |
|
|
|
22 |
% |
|
|
(7 |
) |
|
|
97 |
|
|
|
19 |
% |
|
|
107 |
|
|
|
21 |
% |
|
|
(10 |
) |
Selling, general and administrative |
|
|
41 |
|
|
|
16 |
% |
|
|
47 |
|
|
|
18 |
% |
|
|
(6 |
) |
|
|
86 |
|
|
|
17 |
% |
|
|
92 |
|
|
|
18 |
% |
|
|
(6 |
) |
Research and development costs |
|
|
9 |
|
|
|
3 |
% |
|
|
8 |
|
|
|
3 |
% |
|
|
1 |
|
|
|
18 |
|
|
|
4 |
% |
|
|
17 |
|
|
|
3 |
% |
|
|
1 |
|
Restructuring costs and other |
|
|
6 |
|
|
|
2 |
% |
|
|
— |
|
|
|
0 |
% |
|
|
6 |
|
|
|
11 |
|
|
|
2 |
% |
|
|
5 |
|
|
|
1 |
% |
|
|
6 |
|
Other operating expense (income), |
|
|
— |
|
|
|
0 |
% |
|
|
1 |
|
|
|
0 |
% |
|
|
(1 |
) |
|
|
— |
|
|
|
0 |
% |
|
|
(16 |
) |
|
|
(3 |
)% |
|
|
16 |
|
(Loss) earnings from operations |
|
|
(5 |
) |
|
|
(2 |
)% |
|
|
2 |
|
|
|
1 |
% |
|
|
(7 |
) |
|
|
(18 |
) |
|
|
(4 |
)% |
|
|
9 |
|
|
|
2 |
% |
|
|
(27 |
) |
Interest expense |
|
|
15 |
|
|
|
6 |
% |
|
|
15 |
|
|
|
6 |
% |
|
|
— |
|
|
|
29 |
|
|
|
6 |
% |
|
|
30 |
|
|
|
6 |
% |
|
|
(1 |
) |
Pension income excluding |
|
|
(16 |
) |
|
|
(6 |
)% |
|
|
(41 |
) |
|
|
(15 |
)% |
|
|
25 |
|
|
|
(38 |
) |
|
|
(7 |
)% |
|
|
(82 |
) |
|
|
(16 |
)% |
|
|
44 |
|
Other charges (income), net |
|
|
20 |
|
|
|
8 |
% |
|
|
1 |
|
|
|
0 |
% |
|
|
19 |
|
|
|
20 |
|
|
|
4 |
% |
|
|
(1 |
) |
|
|
(0 |
)% |
|
|
21 |
|
(Loss) earnings from operations |
|
|
(24 |
) |
|
|
(9 |
)% |
|
|
27 |
|
|
|
10 |
% |
|
|
(51 |
) |
|
|
(29 |
) |
|
|
(6 |
)% |
|
|
62 |
|
|
|
12 |
% |
|
|
(91 |
) |
Provision for income taxes |
|
|
2 |
|
|
|
1 |
% |
|
|
1 |
|
|
|
0 |
% |
|
|
1 |
|
|
|
4 |
|
|
|
1 |
% |
|
|
4 |
|
|
|
1 |
% |
|
|
— |
|
NET (LOSS) EARNINGS |
|
$ |
(26 |
) |
|
|
(10 |
)% |
|
$ |
26 |
|
|
|
10 |
% |
|
$ |
(52 |
) |
|
$ |
(33 |
) |
|
|
(6 |
)% |
|
$ |
58 |
|
|
|
11 |
% |
|
$ |
(91 |
) |
Revenue
Current Quarter
For the three months ended June 30, 2025 revenues declined $4 million compared with the same period in 2024, primarily driven by lower volume in Print ($19 million) and Advanced Materials and Chemicals ($4 million), partially offset by improved pricing in Advanced Materials and Chemicals ($6 million) and Print ($5 million), favorable foreign currency fluctuations ($5 million) and higher volume in Brand ($2 million). See segment discussions for additional details.
Year-to-Date
For the six months ended June 30, 2025 revenues declined $6 million compared with the same period in 2024, primarily driven by lower volume in Print ($36 million), partially offset by improved pricing and higher volume in Advanced Materials and Chemicals ($14 million and $3 million, respectively), improved pricing in Print ($8 million), favorable foreign currency fluctuations ($2 million) and higher volume in Brand ($2 million). See segment discussions for additional details.
Gross Profit
Current Quarter
Gross profit for the three months ended June 30, 2025 declined $7 million compared with the same period in 2024, primarily due to higher aluminum costs ($5 million), lower volume in Advanced Materials and Chemicals ($6 million) and Print ($4 million) and higher manufacturing costs in Print ($4 million). These unfavorable impacts were partially offset by improved pricing in Print and Advanced Materials and Chemicals ($5 million each), favorable foreign currency fluctuations ($1 million) and higher volume in Brand ($2 million). See segment discussions for additional details.
Year-to-Date
Gross profit for the six months ended June 30, 2025 declined $10 million compared with the same period in 2024, primarily due to higher aluminum costs ($12 million), higher manufacturing costs in Print ($7 million) and Advanced Materials and Chemicals ($3
36
Table of Contents
million), lower volume in Print ($6 million) and Advanced Materials and Chemicals ($3 million) and net change in employee benefit reserves ($1 million). These unfavorable impacts were partially offset by improved pricing in Advanced Materials and Chemicals ($12 million) and Print ($8 million) and higher volume in Brand ($2 million). See segment discussions for additional details.
Selling, General and Administrative Expenses
Current Quarter
Consolidated selling and general administrative expenses ("SG&A") decreased $6 million in the three months ended June 30, 2025 compared to the prior year period due to a decline in selling and administrative costs ($4 million) related to lower investments in information technology systems and organizational structure compared to the prior year period, as well as costs associated with trade shows, along with a decline in consulting and project costs ($1 million) related to an insurance reimbursement of legal costs previously paid by the Company associated with investigations and litigation received in the second quarter of 2025 ($1 million).
Year-to-Date
Consolidated SG&A decreased $6 million in the six months ended June 30, 2025 compared to the prior year period due to a decline in selling and administrative costs ($3 million) related to lower investments on organizational structure changes compared to the prior year period, along with a decline in consulting and project costs ($2 million) primarily related to an insurance reimbursement received in the second quarter of 2025 ($1 million) and a decline in equity compensation costs ($1 million).
Research and Development Costs
Consolidated R&D expenses in the three and six months ended June 30, 2025 remained relatively flat as compared to the prior year periods.
Pension Income Excluding Service Cost Component
Pension income excluding service cost component in the three and six months ended June 30, 2025 decreased $25 million and $44 million, respectively, compared to the prior year periods due to lower expected return on assets for the Kodak Retirement Income Plan ("KRIP") as a result of the change in investment strategy in 2024. Refer to Note 13, "Retirement Plans and Other Postretirement Benefits".
Other Operating Expense (Income), Net
For details, refer to Note 10, "Other Operating Expense (Income), Net".
Other Charges (Income), Net
For details, refer to Note 11, "Other Charges (Income), Net".
REPORTABLE SEGMENTS
Kodak has three reportable segments: Print, Advanced Materials and Chemicals and Brand. A description of Kodak’s reportable segments follows.
Print: The Print segment is comprised of four lines of business: the Prepress Solutions business, the PROSPER business, the Software business and the Electrophotographic Printing Solutions business.
Advanced Materials and Chemicals: The Advanced Materials and Chemicals segment is comprised of four lines of business: the Industrial Film and Chemicals business, the Motion Picture business, the Advanced Materials and Functional Printing business and the IP Licensing and Analytical Services business.
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.
37
Table of Contents
Segment Revenues
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
$ |
178 |
|
|
$ |
186 |
|
|
$ |
343 |
|
|
$ |
368 |
|
|
Advanced Materials and Chemicals |
|
|
75 |
|
|
|
73 |
|
|
|
149 |
|
|
|
132 |
|
Brand |
|
|
6 |
|
|
|
4 |
|
|
|
10 |
|
|
|
8 |
|
Total of reportable segments |
|
|
259 |
|
|
|
263 |
|
|
|
502 |
|
|
|
508 |
|
All Other revenues |
|
|
4 |
|
|
|
4 |
|
|
|
8 |
|
|
|
8 |
|
Consolidated total |
|
$ |
263 |
|
|
$ |
267 |
|
|
$ |
510 |
|
|
$ |
516 |
|
Kodak’s segment measure of profit and loss is an adjusted earnings before interest, taxes, depreciation and amortization (“Operational EBITDA”). As demonstrated in the table below, Operational EBITDA represents consolidated (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 and other; stock-based compensation expense; consulting and other costs; idle costs; interest expense; other operating (expense) income, net and other (charges) income, net.
Segment Operational EBITDA and Consolidated (Loss) Earnings from Operations Before Income Taxes
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
$ |
(4 |
) |
|
$ |
— |
|
|
$ |
(13 |
) |
|
$ |
— |
|
|
Advanced Materials and Chemicals |
|
|
8 |
|
|
|
8 |
|
|
|
15 |
|
|
|
9 |
|
Brand |
|
|
5 |
|
|
|
4 |
|
|
|
9 |
|
|
|
7 |
|
All other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Depreciation and amortization |
|
|
(7 |
) |
|
|
(6 |
) |
|
|
(14 |
) |
|
|
(13 |
) |
Restructuring costs and other (1) |
|
|
(6 |
) |
|
|
— |
|
|
|
(11 |
) |
|
|
(5 |
) |
Stock based compensation |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
Consulting and other costs (2) |
|
|
1 |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
(1 |
) |
Idle costs (3) |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(1 |
) |
Other operating (expense) income, net (4) |
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
16 |
|
Interest expense (4) |
|
|
(15 |
) |
|
|
(15 |
) |
|
|
(29 |
) |
|
|
(30 |
) |
Pension income excluding service cost component (4) |
|
|
16 |
|
|
|
41 |
|
|
|
38 |
|
|
|
82 |
|
Other (charges) income, net (4) |
|
|
(20 |
) |
|
|
(1 |
) |
|
|
(20 |
) |
|
|
1 |
|
Consolidated (loss) earnings from operations before income |
|
$ |
(24 |
) |
|
$ |
27 |
|
|
$ |
(29 |
) |
|
$ |
62 |
|
38
Table of Contents
Kodak increased employee benefit reserves by approximately $1 million in the six months ended June 30, 2025 due to an increase in workers' compensation reserves driven by changes in discount rates. The increase in reserves in the six months ended June 30, 2025 impacted gross profit by approximately $1 million. There was no change to employee benefit reserves in the three months ended June 30, 2025.
Kodak decreased employee benefit reserves by approximately $1 million in the six months ended June 30, 2024 due to a decrease in workers' compensation reserves driven by changes in discount rates. The decrease in reserves in the six months ended June 30, 2024 impacted gross profit by approximately $1 million. There was no change to employee benefit reserves in the three months ended June 30, 2024.
PRINT SEGMENT
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(dollars in millions) |
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
||||||
Revenues |
|
$ |
178 |
|
|
$ |
186 |
|
|
$ |
(8 |
) |
|
$ |
343 |
|
|
$ |
368 |
|
|
$ |
(25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operational EBITDA |
|
$ |
(4 |
) |
|
$ |
— |
|
|
$ |
(4 |
) |
|
$ |
(13 |
) |
|
$ |
— |
|
|
$ |
(13 |
) |
Operational EBITDA as a % of revenues |
|
|
(2 |
)% |
|
|
0 |
% |
|
|
|
|
|
4 |
% |
|
|
0 |
% |
|
|
|
||
Revenues
Current Quarter
The decrease in Print revenues for the three months ended June 30, 2025 of $8 million reflected lower volumes in Prepress Solutions ($12 million), Electrophotographic Printing Solutions ("EPS") ($4 million), Software ($1 million) and Prosper ($1 million). These unfavorable impacts were partially offset by favorable foreign currency fluctuations ($5 million) and favorable pricing in Prepress Solutions ($2 million), Prosper ($2 million) and EPS ($1 million).
Year-to-Date
The decrease in Print revenues for the six months ended June 30, 2025 of $25 million reflected lower volumes in Prepress Solutions ($22 million), EPS ($9 million), Software ($3 million) and Prosper ($2 million). These unfavorable impacts were partially offset by favorable pricing in Prepress Solutions ($4 million), Prosper ($3 million) and EPS ($1 million) and favorable foreign currency fluctuations ($2 million).
Operational EBITDA
Current Quarter
Print Operational EBITDA for the three months ended June 30, 2025 declined $4 million primarily related to higher costs for aluminum ($5 million), higher manufacturing costs ($4 million) and lower volumes for Prepress Solutions ($3 million), Prosper ($1 million) and Software ($1 million). These unfavorable impacts were partially offset by lower selling and general administrative costs ($4 million) and favorable pricing in Prepress Solutions ($2 million), Prosper ($2 million) and EPS ($1 million).
Year-to-Date
Print Operational EBITDA for the six months ended June 30, 2025 declined $13 million primarily related to higher costs for aluminum ($12 million), higher manufacturing costs ($7 million), lower volumes for Prepress Solutions ($4 million), Software ($2 million) and Prosper ($2 million) and net change in employee benefit reserves ($1 million). These unfavorable impacts were partially offset by lower selling and general administrative costs ($4 million), favorable pricing in Prepress Solutions and Prosper ($3 million each) and higher margins and favorable pricing in EPS ($2 million and $1 million, respectively).
39
Table of Contents
ADVANCED MATERIALS AND CHEMICALS SEGMENT
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(dollars in millions) |
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
||||||
Revenues |
|
$ |
75 |
|
|
$ |
73 |
|
|
$ |
2 |
|
|
$ |
149 |
|
|
$ |
132 |
|
|
$ |
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operational EBITDA |
|
$ |
8 |
|
|
$ |
8 |
|
|
$ |
— |
|
|
$ |
15 |
|
|
$ |
9 |
|
|
$ |
6 |
|
Operational EBITDA as a % of revenues |
|
|
11 |
% |
|
|
11 |
% |
|
|
|
|
|
10 |
% |
|
|
7 |
% |
|
|
|
||
Revenues
Current Quarter
Advanced Materials and Chemicals revenues for the three months ended June 30, 2025 improved $2 million primarily from favorable pricing in Industrial Film and Chemicals ($4 million) and Motion Picture ($2 million), partially offset by a decline in volume in Industrial Film and Chemicals ($4 million).
Year-to-Date
Advanced Materials and Chemicals revenues for the six months ended June 30, 2025 improved $17 million primarily from favorable pricing and volume increases in Industrial Film and Chemicals ($10 million and $2 million, respectively) along with improvements in price and volume ($4 million and $1 million, respectively) in Motion Picture.
Operational EBITDA
Current Quarter
Advanced Materials and Chemicals Operational EBITDA remained flat for the three months ended June 30, 2025 as compared to the prior year quarter.
Year-to-Date
Advanced Materials and Chemicals Operational EBITDA improved $6 million for the six months ended June 30, 2025 primarily due to favorable pricing in Industrial Film and Chemicals and Motion Picture ($10 million and $2 million, respectively) and volume increases in Motion Picture ($1 million), partially offset by a decline in volume in Industrial Film and Chemicals ($4 million) and higher manufacturing costs ($3 million).
BRAND SEGMENT
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(dollars in millions) |
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
||||||
Revenues |
|
$ |
6 |
|
|
$ |
4 |
|
|
$ |
2 |
|
|
$ |
10 |
|
|
$ |
8 |
|
|
$ |
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operational EBITDA |
|
$ |
5 |
|
|
$ |
4 |
|
|
$ |
1 |
|
|
$ |
9 |
|
|
$ |
7 |
|
|
$ |
2 |
|
Operational EBITDA as a % of revenues |
|
|
83 |
% |
|
|
100 |
% |
|
|
|
|
|
90 |
% |
|
|
88 |
% |
|
|
|
||
Revenues
Brand revenues for both the three and six months ended June 30, 2025 improved by $2 million due to higher volumes.
Operational EBITDA
There were no material changes in Brand Operational EBITDA for the three and six months ended June 30, 2025 compared to the prior year periods.
RESTRUCTURING COSTS AND OTHER
Kodak recorded charges of $6 million and $11 million for the three and six months ended June 30, 2025, respectively, of which $5 million and $10 million, respectively, were recorded in Restructuring costs and other in the Consolidated Statement of Operations.
40
Table of Contents
The remaining $1 million for each period related to inventory write-offs and was recorded as Cost of revenues in the Consolidated Statement of Operations.
Kodak made cash payments related to restructuring of approximately $3 million and $5 million during the three and six months ended June 30, 2025, respectively.
The restructuring actions implemented in the first six months of 2025 are expected to generate future annual cash savings of approximately $15 million, which are expected to reduce future annual SG&A expenses, Cost of revenues and R&D costs by $6 million, $5 million and $4 million, respectively. The majority of the annual savings are expected to be in effect by the end of the third quarter of 2025 as the actions are completed.
LIQUIDITY AND CAPITAL RESOURCES
Management’s Assessment of Liquidity
Kodak ended the quarter with a cash balance of $155 million, a decrease of $46 million from December 31, 2024, primarily driven by the decline in cash in the first quarter of 2025 of $43 million.
The financing transactions entered into during 2023, cash proceeds related to brand licensing arrangements in 2024 and 2023 and savings relating to rationalization, cost reductions and operational efficiencies provided additional liquidity to the Company to fund on‐going operations and to invest in growth opportunities in Kodak’s businesses of print and advanced materials and chemicals and for corporate infrastructure investments expected to contribute to improvements in cash flow.
Available liquidity includes existing cash balances. The amount of available liquidity is subject to fluctuations and includes cash balances held by various entities worldwide. At June 30, 2025 and December 31, 2024, approximately $70 million and $118 million, respectively, of cash and cash equivalents were held within the U.S. and approximately $85 million and $83 million, respectively, of cash and cash equivalents 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. Kodak utilizes cash balances outside the U.S. to fund needs in the U.S. through the use of intercompany loans.
As of June 30, 2025 and December 31, 2024, outstanding intercompany loans to the U.S. were $502 million and $483 million, respectively, which included short-term intercompany loans from Kodak’s international finance center of $228 million and $208 million, respectively. In China, where approximately $32 million and $29 million of cash and cash equivalents was held as of June 30, 2025 and December 31, 2024, respectively, there are limitations related to net asset balances that may impact the ability to make cash available to other jurisdictions in the world. Under the terms of the Amended and Restated Term Loan Credit Agreement, the Company is permitted to invest up to $60 million (or $75 million after the Deleveraging Milestone Date) in Restricted Subsidiaries that are not Loan Parties and in joint ventures or Unrestricted Subsidiaries that are not party to the Amended and Restated Term Loan Credit Agreement.
The Company’s Hong Kong subsidiary has an intercompany loan from one of the Company’s Chinese subsidiaries with a maturity date of November 16, 2026, the proceeds of which were in turn loaned to the Company. The terms of the intercompany loan require the Company to make efforts to repay the outstanding loan balance prior to maturity. The outstanding amount of the intercompany loan as of June 30, 2025 was $68 million. The Company is evaluating repayment alternatives for the current loan agreement which would allow Kodak and its subsidiaries to perform their obligations to each other while minimizing the impact on U.S. liquidity taking into account requirements imposed by Chinese regulators. Any amounts repaid to the Chinese subsidiary may not be able to be loaned, repatriated or otherwise moved back to the U.S., in which case the Company’s U.S. liquidity would be reduced.
On May 21, 2025, the Company entered into an ATM Equity Offering Sales Agreement (the “Sales Agreement”) with BofA Securities, Inc. (“BofA”), pursuant to which the Company may offer and sell up to $100 million of shares of the Company’s common stock (the “shares”), from time to time, in “at-the-market” offerings through BofA, as sales agent or as principal. While the Company has not sold any shares under the Sales Agreement as of June 30, 2025, the Company intends to use the net proceeds from any sale of the shares for general corporate purposes.
Kodak has not extended or refinanced the existing Series B Preferred Stock past the current mandatory redemption date of May 28, 2026. The carrying value of the Series B Preferred Stock as of June 30, 2025 was $99 million. Under the terms of the Amended and Restated Term Loan Credit Agreement, based on the mandatory redemption date of the Series B Preferred Stock, the maturity date of the Term Loans accelerated to May 22, 2026. The carrying value of the Term Loans as of June 30, 2025 approximated $477 million and was recorded in Short-term borrowings and current portion of long-term debt in the Consolidated Statement of Financial
41
Table of Contents
Position as of June 30, 2025. The Company also has issued approximately $24 million of letters of credit under the Amended and Restated Letter of Credit Facility Agreement (the “L/C Facility Agreement”) as of June 30, 2025. Based on the accelerated maturity date of the Term Loans, the maturity date of the L/C Facility Agreement is May 12, 2026.
Kodak has debt coming due within twelve months and does not have committed financing or available liquidity to meet such debt obligations if they were to become due in accordance with their current terms.
Kodak’s plans to adequately fund its existing preferred stock and debt obligations when they come due are dependent on obtaining sufficient proceeds from the expected reversion of cash to the Company upon settlement of obligations under the KRIP to reduce the amount of the Term Loans and to (i) convert, redeem, extend or refinance the existing Series B past the current mandatory redemption date of May 28, 2026, (ii) amend, extend or refinance the remaining outstanding Term Loans past the current maturity of May 22, 2026, and (iii) replace collateral currently supporting the letters of credit issued under the L/C Facility Agreement. These actions are dependent upon several external factors outside Kodak’s control. Kodak makes no assurances regarding the likelihood, certainty or timing of consummating any refinancing transaction, or the sufficiency of any such actions to meet Kodak’s preferred stock or debt obligations, including other commitments in the U.S. as they come due.
Additionally, Kodak's cash flows continue to be negatively impacted by volume declines, higher manufacturing costs and increased labor, material and distribution costs, supply chain disruptions and shortages in materials and labor. The impacts from price increases, continued cost reduction actions and supply chain-related cost improvements continue to positively impact Kodak’s operations.
In order to provide flexibility to respond as necessary to changes in the business and economic environment and to maintain sufficient U.S. liquidity, Kodak may accelerate the restructuring of Kodak’s cost structure, reduce or slow spend on capital expenditures and other investments, increase prices and implement working capital improvement initiatives.
Kodak's plans to return to sustainable positive cash flow include generating profitable revenues through continued pricing actions and customer-focused initiatives, implementing effective working capital utilization, reducing operating expenses, continuing to simplify the organizational structure, investing in IT systems to drive operational efficiencies, effectively managing world-wide cash through intercompany loans, distributions or other mechanisms, generating cash from selling and leasing underutilized assets or through new licensing opportunities and implementing ways to reduce cash collateral needs. In addition, proceeds received from the settlement of the KRIP, after required debt prepayments, as further discussed below, and proceeds from the sale of common stock under the at-the-market equity offering program would be available for use for strategic growth or general corporate purposes.
The economic uncertainties surrounding the current inflationary environment and other global events represent additional elements of complexity in Kodak’s plans to return to sustainable positive cash flow. The Company cannot predict the duration and scope of such events, including the impact of rising costs of labor, commodity and distribution costs and increased product costs from tariffs, the war in Ukraine and the conflicts involving Israel, and other factors such as the ability to continue to secure raw materials and components, the ability to increase prices to offset rising product costs or how quickly and to what extent normal economic and operating conditions can resume.
Kodak Retirement Income Plan
On January 21, 2025, the Board of Directors of Kodak approved the termination of KRIP effective March 31, 2025, at which time all benefits under KRIP were frozen. In addition, the Board of Directors approved a defined benefit retirement plan (the “Kodak Cash Balance Plan”) as a replacement for KRIP which became effective on March 1, 2025 for new hires and April 1, 2025 for current employees. The benefits under the Kodak Cash Balance Plan are substantially the same as those under the cash balance feature of KRIP.
Kodak expects that KRIP’s liabilities would be satisfied through a combination of lump sum distributions to active and terminated vested participants who elect a lump sum distribution and the purchase of an annuity from an insurance company with respect to existing KRIP annuity obligations for current retirees and beneficiaries and annuity obligations arising from the termination to active and terminated vested participants who do not elect to receive lump sum distributions. The participant settlement election process ends on August 15, 2025. Once that process is complete, the Company intends to finalize the purchase of an annuity contract in October 2025. The cost to satisfy KRIP’s liabilities will be affected by a variety of factors including interest rate fluctuations, the portion of active and terminated vested participants who elect lump-sum distributions, the premium payable to purchase the annuity, and other actuarial factors used to calculate the value of KRIP’s ongoing annuity obligations. While KRIP has hedging arrangements in place designed to hedge interest rates for practically all of KRIP’s liabilities, a significant portion of those arrangements are linked to fluctuations in US treasury rates and would not hedge against changes to the difference between the
42
Table of Contents
discount rates used to value KRIP’s liabilities and US treasury rates (i.e., the credit spread) or non-interest rate factors that may influence the amount of KRIP’s liabilities.
After KRIP’s liabilities and applicable legal requirements have been satisfied, KRIP’s surplus assets would revert to Kodak as the settlor of KRIP subject to an excise tax. Based on current assumptions, Kodak estimates KRIP would have surplus assets of approximately $850 million after the satisfaction of KRIP’s liabilities. The actual amount of surplus assets available after the satisfaction of KRIP’s liabilities will be affected by the actual amount paid to satisfy KRIP’s liabilities, the return on KRIP’s assets during the period over which KRIP’s assets are liquidated and its liabilities satisfied (the “Liquidation Period”), the degree to which KRIP’s hedging strategy is effective in hedging fluctuations in the amount of KRIP’s liabilities during the Liquidation Period, the amounts realized from Hedge Fund Assets in the course of their redemption during the Liquidation Period, the amounts realized from distributions from or any sale of remaining KRIP Illiquid Assets during the Liquidation Period, the value of Hedge Fund Assets or KRIP Illiquid Assets held in the portfolio at the time of reversion, actuarial experience on plan liabilities during the Liquidation Period, the duration of the Liquidation Period, and the costs associated with the termination and liquidation process.
In order to reduce the amount of the surplus assets subject to excise tax and to reduce the rate of the excise tax from 50% to 20%, Kodak expects that it would direct the transfer of or otherwise contribute 25% of the surplus assets (which may include all or a significant portion of remaining non-cash assets) to the Kodak Cash Balance Plan (the “Replacement Plan”). After the capitalization of the Replacement Plan and the payment of the 20% excise tax on the remaining surplus, Kodak projects it would receive proceeds from KRIP having a value of approximately $500 million, consisting of cash of approximately $300 million and the remaining amount in illiquid assets, primarily hedge funds, which are in the process of redemption. Kodak believes no material amount of income tax would be owed on this amount due to available tax attributes. In addition to the proceeds received by Kodak from KRIP, the Replacement Plan is projected to have assets having a value of approximately $220 million which would allow Kodak to provide valuable benefits to its current employee base for the foreseeable future without additional cash cost to Kodak.
Under the terms of the 2025 Term Loan Credit Agreement Amendments, Kodak is obligated to use 100% of the net cash proceeds of any reversion from KRIP (“Reversion Proceeds”) to prepay Term Loans outstanding under the Amended and Restated Term Loan Credit Agreement until the amount of the Term Loans is reduced to $200 million and, thereafter, to use 50% of the Reversion Proceeds to prepay Term Loans until the amount of the Term Loans is reduced to $100 million, in each case plus a 1% prepayment fee. Reversion Proceeds not used to prepay Term Loans would be included in the calculation of Excess Cash Flow as defined in the Amended and Restated Term Loan Credit Agreement and could thereby trigger additional prepayment obligations under the Amended and Restated Term Loan Credit Agreement which cannot be estimated at this time.
Kodak is required under the terms of the 2025 Term Loan Credit Agreement Amendments, to pay down the Term Loan balance using the $300 million of expected cash proceeds received from the KRIP reversion in December 2025. The cash proceeds from redemption of illiquid assets is expected to occur over several quarters and continue beyond the current contractual Term Loan maturity date of May 22, 2026. Assuming Kodak is not able to refinance or extend the Term Loan obligations prior to the contractual maturity date of May 22, 2026, or these obligations are not amended, waived or otherwise modified in the interim, no other prepayments are made in the interim and Kodak uses the Reversion Proceeds to prepay only the minimum amount required under the Amended and Restated Term Loan Credit Agreement, the outstanding Term Loan balance at May 22, 2026 is estimated to be approximately $175 million. Based on all of the foregoing projections and after the projected prepayment of Term Loans and receipt of cash from the redemption of illiquid assets and receipt of other assets, Kodak projects that it would ultimately receive cash or other assets from the KRIP surplus having a value of approximately $105 million over the next three years.
Kodak expects KRIP to distribute excess proceeds to the Company and the Replacement Plan in December 2025; however, this time frame is subject to factors beyond Kodak’s control including (i) the availability of an annuity product to satisfy KRIP’s annuity obligations at an acceptable cost and on acceptable terms, (ii) the continued conversion of investments into cash or other liquid assets at the pace currently anticipated, and (iii) regulatory review and approval of various aspects of the terms of KRIP, KRIP’s activities, and the termination and liquidation process.
Letter of Credit Facility Agreement
Approximately $24 million and $27 million of letters of credit were issued under the Amended and Restated L/C Facility Agreement as of June 30, 2025 and December 31, 2024, respectively. The letters of credit under the Amended and Restated L/C Facility Agreement are collateralized by cash collateral (the “L/C Cash Collateral”). The L/C Cash Collateral was $25 million and $29 million at June 30, 2025, and December 31, 2024, respectively, which was classified as Restricted Cash.
43
Table of Contents
Cash Flow
Cash, cash equivalents and restricted cash balances were as follows:
|
|
June 30, |
|
|
December 31, |
|
||
(in millions) |
|
2025 |
|
|
2024 |
|
||
Cash, cash equivalents and restricted cash |
|
$ |
253 |
|
|
$ |
301 |
|
Cash Flow Activity
|
|
Six Months Ended |
|
|
|
|
||||||
|
|
June 30, |
|
|
|
|
||||||
(in millions) |
|
2025 |
|
|
2024 |
|
|
Year-Over-Year Change |
|
|||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|||
Net cash (used in) provided by operating activities |
|
$ |
(30 |
) |
|
$ |
10 |
|
|
$ |
(40 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
Net cash used in investing activities |
|
|
(19 |
) |
|
|
(2 |
) |
|
|
(17 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Net cash used in financing activities |
|
|
(4 |
) |
|
|
(20 |
) |
|
|
16 |
|
Effect of exchange rate changes on cash, cash equivalents and restricted |
|
|
5 |
|
|
|
(5 |
) |
|
|
10 |
|
Net decrease in cash, cash equivalents and restricted cash |
|
$ |
(48 |
) |
|
$ |
(17 |
) |
|
$ |
(31 |
) |
Operating Activities
Net cash from operating activities declined $40 million for the six months ended June 30, 2025 as compared with the corresponding period in 2024 primarily due to an increase in trade receivables of $54 million primarily driven by $40 million of cash proceeds related to brand licensing received in the first quarter of 2024. This was partially offset by a decrease in liabilities excluding borrowings and trade payables driven by Kodak’s election to pay the second quarter cash interest payment on the Term Loan entirely in PIK and a decrease in miscellaneous receivables and inventory.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2025 decreased $17 million compared to the corresponding period in 2024 due to a decrease in proceeds received related to the sale of assets of $12 million and an increase in capital expenditures of $5 million.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2025 decreased $16 million compared to the corresponding period in 2024 primarily driven by the $17 million Amended and Restated Term Loan prepayment in the prior year period.
Other Collateral Requirements
The NYS WCB requires security deposits related to self-insured workers’ compensation obligations, which security deposits are recalculated annually. Due to changes in 2019 to the manner in which the required security deposit is determined, the Company has been required to post additional collateral over the last several years. At December 31, 2022, the Company posted $75 million of collateral, representing 107% of the Company’s undiscounted actuarial workers’ compensation obligations. Effective May 1, 2023, the Company added New York to its existing workers compensation liability insurance policy and is no longer self-insured for future claims. As a result, the NYS WCB confirmed the Company will no longer be obligated to post any additional collateral. On July 1, 2025, the Company submitted a current actuarial report to the NYS WCB and requested a review of the collateral requirements. The NYS WCB confirmed no change in the collateral was required at this time.
Based on the legacy nature of the Company’s workers’ compensation obligations, the undiscounted actuarial obligation has been declining and the Company expects this trend to continue. While it may not be indicative of the rate of future declines, the undiscounted actuarial liability declined by an average of $5.1 million per year between 2014 and 2024. Accordingly, subject to the possibility of other changes to the calculation of required security deposits by the NYS WCB, the Company expects the amount of the
44
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required security deposits to decline over time and the gradual return of the security deposits that have been made or the capital used to support such security deposits.
In the third quarter of 2023, the Company deposited $68 million directly with the NYS WCB and cancelled the corresponding letter of credit supporting the associated liability. As of June 30, 2025, the Company had $45 million of surety bonds and $30 million deposited directly with the NYS WCB supporting the associated liability. The surety bonds are collateralized with $26 million of cash and the Company could be required to provide up to $19 million of cash or letters of credit to the issuers of certain surety bonds in the future to fully collateralize the bonds.
Other Uses of Cash Related to Financing Transactions
The holders of the Term Loans are entitled to quarterly cash interest payments at a rate of 7.5% per annum and holders of the Series B Preferred Stock are entitled to cumulative dividends payable quarterly in cash at a rate of 4.0% per annum. The May 2025 Term Loan Credit Agreement Amendment provides the Company the option to pay the Cash Interest Payment entirely in PIK for the next six quarterly interest payments. The Company elected to pay the Cash Interest Payment for the second quarter of 2025 entirely in PIK. In addition, until the second quarter of 2025, all dividends owed on the Series B Preferred Stock were declared and paid when due. No quarterly cash dividend was declared in the second quarter of 2025.
Series C Preferred Stock Exchange
On August 8, 2025, the Company issued 15,103,163 shares of common stock in exchange for all outstanding shares of Series C Preferred Stock, including accrued and unpaid dividends thereon (the “Series C Preferred Stock Exchange”), pursuant to a Series C Preferred Stock Exchange Agreement entered into with the Investor on August 8, 2025. The carrying value of the Series C Preferred Stock as of June 30, 2025 was $123 million. Following the completion of the Series C Preferred Stock Exchange, the Company had no outstanding shares of Series C Preferred Stock and the Company’s obligations with respect to the Series C Preferred Stock were fully discharged.
For additional information on the Series C Preferred Stock Exchange and related transactions, see Item 5(a) to this Quarterly Report on Form 10-Q.
Defined Benefit Pension and Postretirement Plans
Kodak made net contributions (funded plans) or paid benefits (unfunded plans) totaling approximately $9 million to its non-U.S. defined benefit pension and postretirement benefit plans in the first six months of 2025. For the balance of 2025, the forecasted contribution (funded plans) and benefit payment (unfunded plans) requirements for its pension and postretirement plans are approximately $5 million.
Capital Expenditures
Cash flows from investing activities included $24 million of capital expenditures for the six months ended June 30, 2025. Kodak expects approximately $30 million to $40 million of total capital expenditures for fiscal year 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Preparation of the Company’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. The accounting policies most critical to the preparation of the consolidated financial statements and that require the most difficult, subjective or complex judgments are described in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the 2024 Form 10-K. There have been no material changes in the Company's critical accounting policies or estimates since December 31, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As noted in the 2024 Form 10-K, Kodak operates and conducts business in many foreign countries and as a result is exposed to fluctuations between the U.S. dollar and other currencies. Volatility in the global financial markets could increase the volatility of foreign currency exchange rates which would, in turn, impact sales and net income. For a discussion of the Company's exposure to market risk and how market risk is mitigated, refer to Part I, Item 1A "Risk Factors" and Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk", contained in the 2024 Form 10-K.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Kodak maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in Kodak’s reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including Kodak’s Executive Chairman and Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Kodak’s management, with the participation of Kodak’s Executive Chairman and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Kodak’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, Kodak’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
Kodak is in the process of a multi-year project to modernize and enhance the Company’s global information technology systems, to improve and standardize business and financial processes and to increase the efficiency and effectiveness of financial planning and reporting. As the phased implementation occurs, it may result in changes to processes and procedures which may result in changes to internal controls over financial reporting. As such changes occur, Kodak evaluates whether they materially affect the Company’s internal controls over financial reporting.
There have been no changes identified in Kodak’s internal control over financial reporting that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, Kodak’s internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings
See Note 7, “Commitments and Contingencies” in the Notes to the Financial Statements included in Part I, Item 1, “Financial Statements” for information regarding certain legal proceedings in which Kodak is involved.
Item 1A. Risk Factors
See the Risk Factors set forth in Part I, Item 1A, "Risk Factors" of the 2024 Form 10-K for a detailed discussion of risk factors that could materially affect Kodak’s business, financial condition and results of operations.
In addition, as a result of the Series C Preferred Stock Exchange the Investor’s voting power increased from 12.9% as of December 31, 2024 to 15.7% following the Series C Preferred Stock Exchange. As a result, the Investor may have a greater ability to influence future actions by the Company requiring shareholder approval. In addition, in connection with the Series C Preferred Stock Exchange the Investor was granted the right to nominate one member for election to the Company’s Board for so long as it holds at least 10% of the outstanding shares of common stock of the Company. For additional information on the Series C Preferred Stock Exchange and related transactions including the Board nomination right, see Item 5(a) to this Quarterly Report on Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
|
|
|
|
|
|
|
|
Total Number |
|
Maximum Number |
||
|
|
|
|
|
|
|
|
of Shares |
|
of Shares |
||
|
|
|
|
|
|
|
|
Purchased as |
|
That May Yet |
||
|
|
Total Number |
|
|
Average |
|
|
Part of Publicly |
|
Be Purchased |
||
|
|
of Shares |
|
|
Price Paid |
|
|
Announced Plans |
|
under the Plans or |
||
|
|
Purchased (1) |
|
|
per Share |
|
|
or Programs (2) |
|
Programs (2) |
||
April 1 through 30, 2025 |
|
|
5,910 |
|
|
$ |
6.50 |
|
|
N/A |
|
N/A |
May 1 through 31, 2025 |
|
|
71,001 |
|
|
$ |
6.47 |
|
|
N/A |
|
N/A |
June 1 through 30, 2025 |
|
|
3,005 |
|
|
$ |
5.81 |
|
|
N/A |
|
N/A |
Total |
|
|
79,916 |
|
|
$ |
6.45 |
|
|
|
|
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
(a) The information set forth below is included herein for the purpose of providing the disclosure required under “Item 1.01 Entry Into a Material Definitive Agreement” and "Item 3.02 – Unregistered Sales of Equity Securities” of Current Report on Form 8-K in lieu of filing a Form 8-K.
Entry Into a Material Agreement
Series C Preferred Stock Exchange Agreement
On August 8, 2025, the Company and GO EK Ventures IV, LLC (the “Investor”) entered into a Series C Preferred Stock Exchange Agreement (the “Series C Exchange Agreement”) pursuant to which the Investor agreed to exchange (the “Series C Exchange”) 1,241,871 shares of the Company’s 5.0% Series C Convertible Preferred Stock, no par value (the “Series C Preferred Stock”), held by the Investor (such shares, the “Series C Exchange Shares”), which represents all of the outstanding shares of the Company’s Series C Preferred Stock, for a number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) equal to the aggregate liquidation preference of the Series C Exchange Shares of $124,187,100 plus any accrued and unpaid dividends thereon, divided by $8.25 per share (the “Exchange Rate”). The Exchange Rate represented a 16% premium over the last reported sale price of the Company’s Common Stock on August 7, 2025.
The Series C Exchange was consummated on August 8, 2025, in connection with which the Company issued 15,103,163 shares of Common Stock to the Investor in exchange for the Series C Exchange Shares and the accrued and unpaid dividends thereon in accordance with the terms of the Series C Exchange Agreement.
The Series C Exchange Agreement contains largely customary terms for private repurchases of preferred shares and private investments in public companies, including representations, warranties, covenants and closing conditions.
The Series C Exchange Agreement also provides for the Company to register for resale the shares of Common Stock issued pursuant to the Series C Exchange in accordance with the terms set forth in the Amended and Restated Registration Rights Agreement described further below.
The Series C Exchange Agreement also provides that, for so long as the Investor holds at least 10% of the Common Stock of the Company, the Company will, subject to certain customary conditions, nominate an individual designated by the Investor (who will initially be David P. Bonenzi) as a member of the Board at each annual or special meeting of the Company’s shareholders during such period.
The foregoing description of the Series C Exchange and the Series C Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Series C Exchange Agreement, a copy of which is attached as Exhibit 4.1 to this Quarterly Report on Form 10-Q.
Amended and Restated Registration Rights Agreement
On August 8, 2025, in connection with the Series C Exchange, the Company entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) with the Investor, which amends the existing Registration Rights Agreement, dated as of February 26, 2021 (the “Existing Registration Rights Agreement”), to require the Company to register for resale the shares of Common Stock issuable pursuant to the Series C Exchange in accordance with the terms of set forth in the Amended and Restated Registration Rights Agreement. The Amended and Restated Registration Rights Agreement supersedes the Existing Registration Rights Agreement, and includes customary terms and conditions, including certain customary indemnification obligations.
The foregoing description of the Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Registration Rights Agreement, a copy of which is attached as Exhibit 4.2 to this Quarterly Report on Form 10-Q.
Unregistered Sale of Equity Securities
The information contained above under the heading “Series C Preferred Stock Exchange Agreement” regarding the Series C Exchange and the issuance of Common Stock to the Series C Preferred Stockholder in connection with the Series C Exchange is incorporated into this section by reference. The repurchase and exchange of the Series C Preferred Stock and the offer and sale of the Common Stock pursuant to the Series C Exchange Agreement are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act.
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(c) Rule 10b5-1 Trading Plans
On
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Item 6. Exhibits
Eastman Kodak Company
Index to Exhibits
Exhibit Number |
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|
|
(3.1) |
Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 as filed on September 3, 2013). |
|
|
(3.2) |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed on November 16, 2016). |
|
|
(3.3) |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit (3.1) of the Company’s Current Report on Form 8-K as filed on September 12, 2019). |
|
|
(3.4) |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit (3.2) of the Company’s Current Report on Form 8-K as filed on September 12, 2019). |
|
|
(3.5) |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed on December 29, 2020). |
|
|
(3.6) |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K as filed on March 1, 2021). |
|
|
(3.7) |
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Eastman Kodak Company (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K as filed on March 1, 2021). |
|
|
(3.8) |
Fourth Amended and Restated By-Laws of Eastman Kodak Company (Incorporated by reference to Exhibit (3.5) of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 as filed on May 12, 2020). |
|
|
(4.1) |
Series C Preferred Stock Exchange Agreement, dated as of August 8, 2025, by and between Eastman Kodak Company and GO EK Ventures IV, LLC, filed herewith. |
|
|
(4.2) |
Amended and Restated Registration Rights Agreement, dated as of August 8, 2025, by and between Eastman Kodak Company and GO EK Ventures IV, LLC, filed herewith. |
|
|
(10.1) |
Second Amendment to Amended and Restated Credit Agreement, dated as of May 7, 2025, by and among the Company, the other Loan Parties named therein, the Lenders named therein and Alter Domus (US), LLC, as Administrative Agent (Incorporated by reference to Exhibit (10.3) of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 as filed on May 8, 2025.) |
|
|
(31.1) |
Certification signed by James V. Continenza, filed herewith. |
|
|
(31.2) |
Certification signed by David E. Bullwinkle, filed herewith. |
|
|
(32.1)(1) |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by James V. Continenza, furnished herewith. |
|
|
(32.2)(1) |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by David E. Bullwinkle, furnished herewith. |
|
|
(101.INS) |
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
|
|
(101.SCH) |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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|
|
(104) |
Cover page formatted as Inline XBRL and contained in Exhibit 101 |
(1) Furnished herewith. The certifications that accompany this Quarterly Report on Form 10‑Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Quarterly Report on Form 10‑Q), irrespective of any general incorporation language contained in such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
EASTMAN KODAK COMPANY |
|
(Registrant) |
|
|
Date: August 11, 2025 |
/s/ Richard T. Michaels |
|
Richard T. Michaels |
|
Chief Accounting Officer and Corporate Controller |
|
(Chief Accounting Officer and Authorized Signatory) |
52
FAQ
What were Kodak (KODK) revenues and net (loss) earnings for Q2 2025?
Why does Kodak say there is substantial doubt about its ability to continue as a going concern?
How much of Kodak’s Term Loans were classified as short-term as of June 30, 2025?
What is Kodak’s cash position at June 30, 2025?
Did Kodak record any significant impairments or charges in Q2 2025?
What happened to Series C preferred stock per this filing?
