Eastman Kodak(KODK)
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Eastman Kodak(KODK) - 2020 Q4 - Annual Report
2021-03-16 20:21
Part I [Business Overview](index=3&type=section&id=Item%201.%20Business) Eastman Kodak Company is a global technology firm specializing in print, advanced materials, and chemicals across four main segments - Kodak is a global technology company focused on print, advanced materials, and chemicals, providing hardware, software, consumables, and services[18](index=18&type=chunk) - The company's primary raw materials include lithographic aluminum, silver, and electronic components, facing supply risks from **single or limited-source suppliers** and potential U.S. tariffs[39](index=39&type=chunk) - As of the end of 2020, Kodak employed approximately **4,500 people globally**, with around 1,900 in the U.S[47](index=47&type=chunk) Revenue Contribution by Segment (2020 vs. 2019) | Segment | 2020 Revenue % | 2019 Revenue % | | :--- | :--- | :--- | | Traditional Printing | 58% | 59% | | Digital Printing | 23% | 24% | | Advanced Materials and Chemicals | 15% | 14% | [Traditional Printing Segment](index=3&type=section&id=Traditional%20Printing) - This segment is Kodak's largest, accounting for **58% of total net revenue** in 2020, providing digital offset plates and computer-to-plate (CTP) imaging solutions[21](index=21&type=chunk)[26](index=26&type=chunk) - The business model relies on a **recurring revenue stream** from the sale of aluminum digital printing plates, with key competitors being Fuji and Agfa[23](index=23&type=chunk)[24](index=24&type=chunk) - In September 2019, Kodak established a strategic relationship with **Lucky HuaGuang Graphics Co. Ltd** in China, involving a facility sale and supply agreement[27](index=27&type=chunk)[28](index=28&type=chunk) [Digital Printing Segment](index=5&type=section&id=Digital%20Printing) - This segment accounted for **23% of total net revenue** in 2020, including Electrophotographic Printing, Prosper, Versamark, and Software solutions[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The segment's focus is on developing the next-generation **Ultrastream platform** for packaging and décor applications and expanding its production workflow software solutions[30](index=30&type=chunk)[31](index=31&type=chunk) [Advanced Materials and Chemicals Segment](index=6&type=section&id=Advanced%20Materials%20and%20Chemicals) - This segment contributed **15% of 2020 revenue** and includes industrial film, motion picture film, advanced materials, and functional printing[33](index=33&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) - **Kodak Alaris** is a significant customer, representing approximately **30% of the segment's revenue** in 2020[33](index=33&type=chunk) - The company is organically expanding its production of key starting materials (KSMs) for pharmaceuticals[35](index=35&type=chunk) [Brand Segment](index=7&type=section&id=Brand) - The Brand segment generates revenue by **licensing the Kodak brand** to third parties for a range of products[37](index=37&type=chunk) - Kodak aims to grow its portfolio of brand licenses to generate ongoing royalty streams and upfront payments[37](index=37&type=chunk) [Risk Factors](index=9&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant business, financial, and stock-related risks, including operational challenges, substantial debt, and stock price volatility [Risks Related to Kodak's Business](index=9&type=section&id=Risks%20Related%20to%20Kodak's%20Business) - The company may not successfully implement its business plans or cost reduction strategies, which could negatively affect financial results and liquidity[50](index=50&type=chunk) - Kodak has not generated positive operating cash flows without monetization transactions in recent years, and its largest segment faces **declining revenues**[52](index=52&type=chunk) - The **COVID-19 pandemic** poses a significant risk, potentially impacting the printing industry, demand for products, and business operations[60](index=60&type=chunk) - The announcement of a potential **$765 million DFC loan** has led to congressional and SEC investigations and lawsuits, which could damage Kodak's reputation[128](index=128&type=chunk) [Risks Related to Indebtedness and Capital Markets](index=23&type=section&id=Risks%20Related%20to%20the%20Company's%20Indebtedness%20and%20Access%20to%20Capital%20Markets) - A breach of covenants in its credit agreements could result in an **event of default**, making all outstanding obligations immediately due and payable[132](index=132&type=chunk)[133](index=133&type=chunk) - The company's **non-investment grade credit rating** may adversely impact commercial operations and increase the cost of refinancing[135](index=135&type=chunk)[136](index=136&type=chunk) - Availability under the ABL Credit Agreement is limited by the value of eligible assets, and a decline could require additional cash collateral[138](index=138&type=chunk)[140](index=140&type=chunk) [Risks Related to Common Stock](index=26&type=section&id=Risks%20Related%20to%20the%20Company's%20Common%20Stock) - Conversion of preferred stock and convertible notes may **dilute the value** for current common stockholders, potentially issuing **22% of outstanding common stock**[148](index=148&type=chunk) - The company has a duty to register the resale of a large portion of its outstanding securities, which could adversely affect the stock price[156](index=156&type=chunk) - The company's stock price has been and may continue to be **highly volatile**, particularly following the DFC Announcement and subsequent investigations[158](index=158&type=chunk) [Properties](index=29&type=section&id=Item%202.%20Properties) Kodak owns and leases significant global properties for its operations and is actively monetizing excess capacity - Kodak owns **11 million sq. ft.** and leases **4 million sq. ft.** of facility space globally, with its headquarters in Rochester, NY[161](index=161&type=chunk) - Principal manufacturing facilities are located in the USA, Canada, Germany, Japan, and China[162](index=162&type=chunk) - The company is pursuing monetization of excess capacity by selling or leasing associated properties[165](index=165&type=chunk) [Legal Proceedings](index=29&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in multiple lawsuits and government investigations stemming from the 2020 DFC loan announcement - Following the DFC loan announcement, Kodak is defending against federal **Securities Class Actions** and a **Fiduciary Class Action lawsuit**[166](index=166&type=chunk)[167](index=167&type=chunk) - The DFC announcement has also prompted investigations by several congressional committees, the SEC, and the New York Attorney General's office[168](index=168&type=chunk) - Kodak's Brazilian operations have accrued approximately **$3 million** for various litigation matters for claims totaling about **$117 million**[169](index=169&type=chunk) [Executive Officers](index=30&type=section&id=Information%20About%20its%20Executive%20Officers) The executive team is led by Executive Chairman and CEO James V. Continenza, supported by key officers in finance and legal roles - James V. Continenza was appointed Executive Chairman in February 2019 and added the role of Chief Executive Officer in July 2020[175](index=175&type=chunk) Key Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | James V. Continenza | 58 | Executive Chairman and Chief Executive Officer | | David E. Bullwinkle | 46 | Chief Financial Officer and Senior Vice President | | Roger W. Byrd | 55 | General Counsel, Secretary and Senior Vice President | | Eric H. Samuels | 53 | Chief Accounting Officer and Corporate Controller | Part II [Market for Common Equity and Related Matters](index=33&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Kodak's common stock trades on the NYSE under "KODK", with dividend payments currently restricted by credit agreements - The company's common stock is listed on the NYSE under the symbol **"KODK"**[200](index=200&type=chunk) - **No dividends were paid** on common stock in 2020 or 2019, as payments are restricted by various credit agreements and preferred stock terms[201](index=201&type=chunk)[202](index=202&type=chunk) [Management's Discussion and Analysis (MD&A)](index=35&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue declined 17% in 2020 due to COVID-19, leading to a significant net loss driven by non-cash charges and operational challenges - The **COVID-19 pandemic** had a material impact on 2020 revenues and earnings, mitigated by **$25 million in cost reductions** and **$8 million in government assistance**[264](index=264&type=chunk) - The significant increase in loss from continuing operations was primarily driven by a **$386 million charge** for the change in fair value of embedded derivatives[269](index=269&type=chunk)[272](index=272&type=chunk) Consolidated Financial Highlights (2020 vs. 2019) | Metric | 2020 (in millions) | 2019 (in millions) | Change | | :--- | :--- | :--- | :--- | | Total Net Revenues | $1,029 | $1,242 | ($213) | | Gross Profit | $135 | $182 | ($47) | | Loss from Continuing Operations | ($544) | ($91) | ($453) | | Net (Loss) Earnings | ($541) | $116 | ($657) | [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Goodwill was tested for impairment multiple times in 2020 due to COVID-19 and market conditions, with **no impairment found**[212](index=212&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) - An impairment charge of **$3 million** was recorded for the Kodak trade name in Q1 2020 due to the expected negative impact of COVID-19[228](index=228&type=chunk) - A valuation allowance of **$1.112 billion** was recorded against net deferred tax assets of $1.081 billion as of Dec 31, 2020[236](index=236&type=chunk)[237](index=237&type=chunk) - Embedded conversion features in the Series A Preferred Stock and Convertible Notes were bifurcated and accounted for as derivatives at fair value[232](index=232&type=chunk) [Results of Operations by Segment](index=51&type=section&id=Results%20of%20Operations%20by%20Segment) - Traditional Printing revenue **decreased by $135 million (19%)** due to volume and pricing declines from the COVID-19 pandemic, causing Operational EBITDA to fall by $27 million[281](index=281&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk) - Digital Printing revenue **decreased by $52 million (18%)** due to volume declines, though cost reductions mitigated the impact on Operational EBITDA[284](index=284&type=chunk)[285](index=285&type=chunk)[287](index=287&type=chunk) - Advanced Materials and Chemicals revenue **fell by $28 million (14%)**, but Operational EBITDA improved by $11 million due to favorable pricing and cost reductions[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk) Segment Operational EBITDA (2020 vs. 2019) | Segment (in millions) | 2020 Op. EBITDA | 2019 Op. EBITDA | | :--- | :--- | :--- | | Traditional Printing | $21 | $48 | | Digital Printing | ($10) | ($9) | | Advanced Materials and Chemicals | ($23) | ($34) | | Brand | $11 | $8 | [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) - As of Dec 31, 2020, Kodak held **$196 million in cash and cash equivalents**, with $99 million in the U.S. and $97 million held internationally[301](index=301&type=chunk) - In February 2021, the company completed major financing transactions, raising net proceeds of approximately **$235 million**, which alleviated substantial doubt about its ability to continue as a going concern[315](index=315&type=chunk)[316](index=316&type=chunk)[370](index=370&type=chunk) - The non-binding letter of interest from the DFC for a potential **$765 million loan is on hold** and not expected to proceed as originally envisioned[322](index=322&type=chunk) Cash Flow Summary (2020 vs. 2019) | Cash Flow Activity (in millions) | 2020 | 2019 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | ($35) | $12 | | Net cash (used in) provided by investing activities | ($13) | $311 | | Net cash provided by (used in) financing activities | $10 | ($298) | [Financial Statements and Supplementary Data](index=59&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for 2020 and 2019, including the independent auditor's report [Report of Independent Registered Public Accounting Firm](index=59&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) - The auditor, Ernst & Young LLP, issued an opinion that the financial statements present fairly the financial position of the company as of December 31, 2020[328](index=328&type=chunk) - **Critical Audit Matters** identified were the Income Taxes Valuation Allowance and the Accounting for Conversion of Convertible Notes due to their complexity and materiality[332](index=332&type=chunk)[333](index=333&type=chunk)[336](index=336&type=chunk) [Consolidated Financial Statements](index=63&type=section&id=Consolidated%20Financial%20Statements) Consolidated Statement of Operations Summary | (in millions) | 2020 | 2019 | | :--- | :--- | :--- | | Total net revenues | $1,029 | $1,242 | | Gross profit | $135 | $182 | | Loss from continuing operations | ($544) | ($91) | | Earnings from discontinued operations | $3 | $207 | | **NET (LOSS) EARNINGS** | **($541)** | **$116** | Consolidated Statement of Financial Position Summary | (in millions) | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Total current assets | $627 | $706 | | **TOTAL ASSETS** | **$1,248** | **$1,415** | | Total current liabilities | $296 | $368 | | Total liabilities | $980 | $1,134 | | Total equity | $77 | $99 | | **TOTAL LIABILITIES & EQUITY** | **$1,248** | **$1,415** | [Notes to Financial Statements](index=69&type=section&id=Notes%20to%20Financial%20Statements) - Note 1 (Going Concern): Financing transactions in February 2021 raising **$235 million** alleviated substantial doubt about Kodak's ability to continue as a going concern[366](index=366&type=chunk)[367](index=367&type=chunk)[370](index=370&type=chunk) - Note 9 (Debt): In 2020, all **$100 million** of the 5% Secured Convertible Notes were converted into common stock[446](index=446&type=chunk)[447](index=447&type=chunk)[450](index=450&type=chunk) - Note 27 (Segment Information): Effective January 1, 2020, Kodak changed its organizational and reporting structure to four new segments[628](index=628&type=chunk) - Note 29 (Discontinued Operations): The 2019 sale of the Flexographic Packaging business resulted in **$207 million** in earnings from discontinued operations[644](index=644&type=chunk)[646](index=646&type=chunk)[650](index=650&type=chunk) [Controls and Procedures](index=130&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of year-end 2020, having remediated a previously identified control deficiency - Management concluded that the company's disclosure controls and procedures and its internal control over financial reporting were **effective** as of December 31, 2020[654](index=654&type=chunk)[658](index=658&type=chunk) - A control deficiency was identified in Q3 2020 related to the unauthorized exercise of forfeited stock options by former employees[659](index=659&type=chunk) - The company **remediated the control deficiencies** as of December 31, 2020 by strengthening controls for equity grants[660](index=660&type=chunk)
Eastman Kodak(KODK) - 2020 Q3 - Earnings Call Presentation
2020-11-12 00:18
| --- | --- | --- | --- | |--------------------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | | | Third Quarter 2020 | | | | | Earnings Call | | | | | November 10, 2020 | | | | Cautionary Statement Regarding Forward-looking Statements Pursuant to Safe Harbor Provisions of The Private Securities Litigation Reform Act of 1995 Cautionary Statement Regarding Forward-Looking Statements This presentation includes "forward-looking statements" as that term is defined under the Private Securities Li ...
Eastman Kodak(KODK) - 2020 Q3 - Quarterly Report
2020-11-10 21:15
[Part I. Financial Information](index=3&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported a significant revenue decline and a net loss of $561 million for the first nine months of 2020, facing substantial liquidity challenges Consolidated Statement of Operations Highlights (in millions, except per share data) | Metric | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Total Revenues | $732 | $913 | | Gross Profit | $88 | $135 | | Loss from Continuing Operations | $(561) | $(28) | | Net (Loss) Income | $(561) | $178 | | Diluted EPS (Total) | $(11.34) | $3.79 | Consolidated Statement of Financial Position Highlights (in millions) | Metric | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $193 | $233 | | Total Current Assets | $622 | $706 | | TOTAL ASSETS | $1,220 | $1,415 | | Total Current Liabilities | $295 | $368 | | Total Liabilities | $943 | $1,134 | | Total Shareholders' Equity | $88 | $99 | Consolidated Statement of Cash Flows Highlights (in millions) | Metric | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(48) | $(4) | | Net cash (used in) provided by investing activities | $(9) | $315 | | Net cash provided by (used in) financing activities | $10 | $(295) | - The company's ability to continue as a **going concern is in substantial doubt** due to operating losses, negative cash flow, and upcoming debt maturities[21](index=21&type=chunk)[23](index=23&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements) Key disclosures include a going concern warning, the conversion of all convertible notes, a large deferred tax asset valuation allowance, and significant restructuring charges - All outstanding 5.00% Secured Convertible Notes (**$100 million principal**) were converted into approximately **31.5 million shares** of common stock, resulting in a **$2 million loss** on early extinguishment of debt[55](index=55&type=chunk)[56](index=56&type=chunk)[60](index=60&type=chunk) - A **$167 million provision** was recorded in Q1 2020 to establish a valuation allowance on deferred tax assets in non-U.S. jurisdictions due to reduced profitability estimates[119](index=119&type=chunk)[122](index=122&type=chunk) - Restructuring actions incurred charges of **$9 million** related to eliminating approximately 130 positions and are expected to generate annual cash savings of about **$13 million**[126](index=126&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk) - The company recognized a significant stock-based compensation expense of approximately **$17 million** in Q3 2020, primarily from **2.4 million stock options** granted on July 27, 2020[147](index=147&type=chunk)[149](index=149&type=chunk) - Effective January 1, 2020, Kodak changed its organizational structure and reportable segments to Traditional Printing, Digital Printing, Advanced Materials and Chemicals, and Brand[158](index=158&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 20% revenue decline due to COVID-19, cost-saving measures, the potential $765 million DFC loan, and ongoing liquidity concerns - The COVID-19 pandemic had a material impact on sales, and mitigation efforts like furloughs and pay cuts resulted in approximately **$20 million in cost savings**[194](index=194&type=chunk) - The company is exploring a potential **$765 million loan** from the U.S. International Development Finance Corporation (DFC) to launch Kodak Pharmaceuticals, but approval is not assured[192](index=192&type=chunk)[196](index=196&type=chunk) - Kodak faces significant liquidity challenges and **substantial doubt about its ability to continue as a going concern** due to operating losses and upcoming debt maturities in 2021[270](index=270&type=chunk)[272](index=272&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Q3 2020 saw a 20% revenue decline and a significant loss from continuing operations, driven by lower volumes and a large derivative liability charge Q3 2020 vs Q3 2019 Performance (in millions) | Metric | Q3 2020 | Q3 2019 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $252 | $315 | $(63) | -20.0% | | Gross Profit | $31 | $53 | $(22) | -41.5% | | SG&A Expenses | $56 | $48 | $8 | +16.7% | | Loss from Continuing Operations | $(445) | $(10) | $(435) | -4350% | - The increase in SG&A for Q3 2020 was primarily driven by a **$17 million increase in stock compensation expense**, partially offset by $12 million in cost reductions[231](index=231&type=chunk) - 'Other charges, net' increased by **$426 million** in Q3 2020, mainly due to the change in fair value of the derivative liability associated with the Convertible Notes[226](index=226&type=chunk)[233](index=233&type=chunk) [Segment Analysis](index=46&type=section&id=Segment%20Analysis) All business segments experienced revenue declines in Q3 2020 due to the pandemic, with Traditional Printing's profitability significantly impacted Segment Performance - Q3 2020 vs Q3 2019 (in millions) | Segment | Revenue Q3 2020 | Revenue Q3 2019 | Operational EBITDA Q3 2020 | Operational EBITDA Q3 2019 | | :--- | :--- | :--- | :--- | :--- | | Traditional Printing | $146 | $187 | $5 | $21 | | Digital Printing | $56 | $70 | $(3) | $(3) | | Advanced Materials and Chemicals | $44 | $53 | $(6) | $(6) | | Brand | $3 | $3 | $3 | $2 | - Traditional Printing's performance was significantly impacted by volume declines and the absence of a **$13 million intellectual property licensing deal** that occurred in the prior-year quarter[238](index=238&type=chunk)[240](index=240&type=chunk) - Despite revenue declines, Digital Printing and Advanced Materials & Chemicals maintained **flat Operational EBITDA losses**, benefiting from cost reduction efforts[246](index=246&type=chunk)[252](index=252&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity remains challenged with declining cash balances, an upcoming credit facility maturity, and substantial doubt about its going concern status Cash and Liquidity Position (in millions) | Metric | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash, cash equivalents and restricted cash | $241 | $290 | | Cash held in U.S. | $108 | $72 | | Cash held outside U.S. | $85 | $161 | - The ABL Credit Agreement, which matures May 26, 2021, had **$87 million of letters of credit issued** and requires the company to maintain Excess Availability of over **$13.75 million**[270](index=270&type=chunk)[285](index=285&type=chunk) - In July and August 2020, the company received approximately **$29 million in net proceeds** from the exercise of stock options[290](index=290&type=chunk) - The company paid **$11 million** in aggregate for four quarterly dividends that were in arrears on its Series A Preferred Stock in July 2020[288](index=288&type=chunk) [Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were deemed ineffective due to a material weakness in internal controls related to the unauthorized exercise of forfeited stock options - A **material weakness** was identified in internal controls over financial reporting, rendering disclosure controls ineffective as of September 30, 2020[294](index=294&type=chunk) - The weakness was due to control deficiencies that failed to prevent the **unauthorized exercise of forfeited stock options** by five former officers and employees in July 2020[296](index=296&type=chunk) - Remediation efforts are underway, with an expected completion date by **December 31, 2020**[297](index=297&type=chunk) [Part II. Other Information](index=54&type=section&id=Part%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company faces new class-action lawsuits, shareholder demands, and regulatory investigations following the potential DFC loan announcement - **Two securities class-action lawsuits** were filed against the company and executives in August 2020 related to the announcement of the potential DFC loan[300](index=300&type=chunk) - The company is also subject to **investigations by several congressional committees and the SEC** stemming from the DFC loan announcement[302](index=302&type=chunk)[305](index=305&type=chunk) - Ongoing litigation in Brazil related to indirect taxes continues, with accruals of approximately **$2 million** for claims aggregating around **$107 million**[303](index=303&type=chunk) [Risk Factors](index=54&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the uncertainty of the DFC loan, execution challenges of the Pharmaceutical Initiative, and significant stock price volatility - There is no guarantee the potential **$765 million DFC loan** will be consummated, as it is subject to due diligence and investigations[309](index=309&type=chunk) - The Pharmaceutical Initiative, if it proceeds, faces **significant execution risks**, including construction, regulatory approvals, and competition[310](index=310&type=chunk) - The company's stock price has been **extremely volatile** following the DFC loan announcement and may continue to experience significant fluctuations[311](index=311&type=chunk) - Holders of the recently converted notes have sold all **29.9 million shares** received, plus an additional **4 million shares**, which could continue to impact the stock price[312](index=312&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company purchased a small number of its own shares to satisfy employee tax obligations but conducted no unregistered equity sales - The company purchased **23,131 shares** in September 2020 at an average price of **$6.46 per share**[313](index=313&type=chunk) - These purchases were made solely to satisfy tax withholding obligations for employees upon the vesting of restricted stock units and not as part of a formal buyback plan[313](index=313&type=chunk) [Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including new stock option agreements and required CEO/CFO certifications under the Sarbanes-Oxley Act - The filing includes new forms of nonqualified stock option award agreements for executives and directors, dated July 27, 2020[322](index=322&type=chunk) - Certifications from the CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act are included as exhibits[322](index=322&type=chunk)
Eastman Kodak(KODK) - 2020 Q2 - Earnings Call Presentation
2020-08-12 12:19
| --- | --- | --- | |-----------------------------------|-------|-------| | | | | | | | | | | | | | | | | | | | | | Second Quarter 2020 Earnings Call | | | | August 11, 2020 | | | Cautionary Statement Regarding Forward-looking Statements Pursuant to Safe Harbor Provisions of The Private Securities Litigation Reform Act of 1995 Cautionary Statement Regarding Forward-Looking Statements This presentation includes "forward-looking statements" as that term is defined under the Private Securities Litigation Refor ...
Eastman Kodak(KODK) - 2020 Q2 - Earnings Call Transcript
2020-08-12 03:07
Financial Data and Key Metrics Changes - For Q2 2020, the company reported revenues of $213 million, a decline of $94 million from $307 million in the prior year quarter [23] - The net loss for Q2 2020 was $5 million compared to a net income of $201 million in the prior year quarter [23] - Operational EBITDA for Q2 2020 was a negative $7 million, compared to negative $1 million in the prior year quarter [25] - For the first half of 2020, revenues were $480 million, down from $598 million in the prior year period, resulting in a net loss of $116 million compared to a net income of $183 million in the prior year [27] Business Line Data and Key Metrics Changes - Volumes for SONORA processed free plates declined by 33% in Q2 2020, while annuity revenue for PROSPER declined by 25% due to the COVID-19 pandemic [26] - Overall PROSPER revenue remained flat year-over-year, attributed to growth in printhead component sales driven by increased demand in packaging and personal care applications [26] Market Data and Key Metrics Changes - The percentage of past due amounts in accounts receivable doubled compared to the prior year, indicating increased collection risk [21] - The company anticipates sales volumes will improve in Q3 2020 as global recovery continues [21] Company Strategy and Development Direction - The company is committed to its core business of print, advanced materials, and chemicals while also expanding its production capabilities for pharmaceutical needs [15] - Recent product announcements include enhancements to Kodak SONORA plates and the introduction of new digital printing technologies, indicating a focus on innovation and R&D [16][40] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the significant impact of COVID-19 on operations but expressed pride in the company's ability to navigate challenges and continue innovating [40] - The company remains focused on reducing costs and strengthening its financial position through various measures, including the conversion of secured convertible notes [38] Other Important Information - The company ended Q2 2020 with $180 million in cash and cash equivalents, a decrease of $53 million from the end of 2019 [33] - An intercompany transaction allowed the transfer of approximately $70 million from a Chinese subsidiary to a U.S. subsidiary, improving liquidity [37] Summary of Q&A Session - No formal Q&A session was held during the call, and the management team indicated that the investor relations team is available for follow-up inquiries [7][43]
Eastman Kodak(KODK) - 2020 Q2 - Quarterly Report
2020-08-11 20:14
[Part I - Financial Information](index=3&type=section&id=Part%20I.%E2%80%94Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported a significant revenue decline and net loss for H1 2020, raising substantial doubt about its ability to continue as a going concern Consolidated Statement of Operations Summary (in millions) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $213 | $307 | $480 | $598 | | **Gross Profit** | $21 | $42 | $57 | $82 | | **Loss from Continuing Operations** | $(5) | $(6) | $(116) | $(18) | | **Net (Loss) Income** | $(5) | $201 | $(116) | $183 | | **(Loss) Income Per Share (Diluted)** | $(0.23) | $4.56 | $(2.88) | $4.02 | Consolidated Statement of Financial Position Summary (in millions) | Metric | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $589 | $706 | | **Total Assets** | $1,160 | $1,415 | | **Total Current Liabilities** | $275 | $368 | | **Total Liabilities** | $1,004 | $1,134 | | **Total Shareholders' (Deficit) Equity** | $(30) | $99 | Consolidated Statement of Cash Flows Summary (in millions) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | $(64) | $(13) | | **Net Cash (Used in) Provided by Investing Activities** | $(5) | $297 | | **Net Cash Used in Financing Activities** | $(6) | $(294) | | **Net Decrease in Cash** | $(78) | $(9) | - The company's ability to continue as a going concern is in **substantial doubt** due to a history of negative operating cash flow, upcoming debt maturities, and pandemic-related challenges[20](index=20&type=chunk)[25](index=25&type=chunk) - Subsequent to the quarter end, holders converted **$95 million of convertible notes into 29,922,956 shares of common stock**, discharging the majority of the notes[26](index=26&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes poor performance to COVID-19, discusses cost-saving measures, and highlights the uncertain potential $765 million DFC loan - The **COVID-19 pandemic had a material impact on sales**, prompting cost-reduction measures that saved approximately **$12 million** in Q2 2020[164](index=164&type=chunk) - On July 28, 2020, the U.S. DFC signed a non-binding letter of interest for a potential **$765 million loan** to launch Kodak Pharmaceuticals, but there is no assurance the loan will be approved[161](index=161&type=chunk)[168](index=168&type=chunk) - Effective January 1, 2020, Kodak changed its organizational structure to **four new reportable segments**: Traditional Printing, Digital Printing, Advanced Materials and Chemicals, and Brand[129](index=129&type=chunk)[168](index=168&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Q2 2020 revenues and gross profit declined significantly due to the pandemic, though cost-cutting measures reduced SG&A expenses Consolidated Results of Operations (in millions) | Metric | Q2 2020 | Q2 2019 | $ Change | YTD 2020 | YTD 2019 | $ Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $213 | $307 | $(94) | $480 | $598 | $(118) | | **Gross Profit** | $21 | $42 | $(21) | $57 | $82 | $(25) | | **SG&A Expenses** | $34 | $54 | $(20) | $82 | $113 | $(31) | | **Loss from Continuing Operations** | $(5) | $(6) | $1 | $(116) | $(18) | $(98) | - The Q2 2020 revenue decline of **$94 million** was driven by volume and pricing declines in Traditional Printing ($57M and $3M) and volume declines in other key segments[197](index=197&type=chunk) - SG&A expenses decreased by **$20 million in Q2 2020** and $31 million YTD, reflecting reduced investments and cost-saving initiatives like furloughs and pay cuts[201](index=201&type=chunk) [Segment Analysis](index=48&type=section&id=Segment%20Analysis) All segments saw revenue declines due to COVID-19, with Traditional Printing most affected, while cost controls improved operational losses in other segments Segment Revenues (in millions) | Segment | Q2 2020 | Q2 2019 | % Change | | :--- | :--- | :--- | :--- | | Traditional Printing | $119 | $181 | -34.3% | | Digital Printing | $52 | $69 | -24.6% | | Advanced Materials and Chemicals | $38 | $52 | -26.9% | | Brand | $2 | $2 | 0.0% | Segment Operational EBITDA (in millions) | Segment | Q2 2020 | Q2 2019 | $ Change | | :--- | :--- | :--- | :--- | | Traditional Printing | $1 | $9 | $(8) | | Digital Printing | $(3) | $(4) | $1 | | Advanced Materials and Chemicals | $(7) | $(8) | $1 | | Brand | $2 | $2 | $0 | - Traditional Printing's revenue decline of **$62 million** in Q2 was driven by volume and pricing declines in Prepress Solutions consumables due to lower customer demand[207](index=207&type=chunk) - Advanced Materials and Chemicals revenue fell **$14 million** in Q2, mainly from a **$10 million** volume decline in Motion Picture as productions halted[218](index=218&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges and going concern doubts, with falling cash reserves and upcoming debt and preferred stock maturities - The company faces **liquidity challenges and substantial doubt** about its ability to continue as a going concern due to operating losses and upcoming 2021 maturities[241](index=241&type=chunk)[243](index=243&type=chunk) - As of June 30, 2020, Kodak held **$95 million of its cash in the U.S.** and $85 million outside the U.S, with foreign cash not readily available for transfer[21](index=21&type=chunk)[250](index=250&type=chunk) - In July 2020, the company paid **$11 million in preferred stock dividends** that were in arrears[259](index=259&type=chunk) Cash Flow Summary - Six Months Ended June 30 (in millions) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash used in operating activities | $(64) | $(13) | | Net cash (used in) provided by investing activities | $(5) | $297 | | Net cash used in financing activities | $(6) | $(294) | [Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2020, with no material changes during the quarter - Management, including the Executive Chairman and CFO, evaluated the company's disclosure controls and procedures and concluded they were **effective as of June 30, 2020**[264](index=264&type=chunk) - There were **no material changes** in Kodak's internal control over financial reporting during the second quarter of 2020[265](index=265&type=chunk) [Part II - Other Information](index=59&type=section&id=Part%20II.%20%E2%80%94Other%20Information) [Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ongoing tax litigation in Brazil and new investigations by the SEC and congressional committees related to the potential DFC loan - Kodak's Brazilian operations are involved in tax litigation with claims of approximately **$110 million**, for which the company has accrued about **$3 million**[267](index=267&type=chunk) - The company is subject to **new investigations by several congressional committees and the SEC** related to the potential DFC Loan and its Pharmaceutical Initiative[269](index=269&type=chunk) [Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) Key risks include the ongoing impact of COVID-19 and significant new uncertainties surrounding the potential, but unassured, $765 million DFC loan - The full impact of the **COVID-19 pandemic remains highly uncertain** and could have a material adverse effect on business operations, results, and financial position[270](index=270&type=chunk) - There is **no assurance the potential $765 million DFC loan will be consummated**, and failure to secure it could damage Kodak's reputation[271](index=271&type=chunk) - The company's **stock price has been and may continue to be volatile**, particularly in response to news about the potential DFC loan and related investigations[275](index=275&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=61&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold, and no company equity was repurchased during the second quarter of 2020 - There were **no sales of unregistered securities or issuer purchases of equity securities** during the quarter ended June 30, 2020[277](index=277&type=chunk) [Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists filed exhibits, including corporate governance documents, incentive plans, and required officer certifications - The exhibits filed with this report include corporate governance documents, incentive plans, and **required officer certifications under the Sarbanes-Oxley Act**[280](index=280&type=chunk)
Eastman Kodak(KODK) - 2020 Q1 - Earnings Call Transcript
2020-05-13 00:12
Eastman Kodak Company (NYSE:KODK) Q1 2020 Earnings Conference Call May 12, 2020 8:30 AM ET Company Participants Paul Dils - Chief Tax Officer, Director of Investor Relations Jim Continenza - Executive Chairman David Bullwinkle - CFO Conference Call Participants Operator Ladies and gentlemen, thank you for standing by. Welcome to the Eastman Kodak Q1, 2020 Earnings Conference Call. At this time all participants are in a listen-only mode. After the speaker presentation, there will be a question-and-answer ses ...
Eastman Kodak(KODK) - 2020 Q1 - Quarterly Report
2020-05-12 20:15
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 1-87 EASTMAN KODAK COMPANY (Exact name of registrant as specified in its charter) NEW JERSEY 16-0417150 (State of incorporation) (IRS Employer ...
Eastman Kodak(KODK) - 2019 Q4 - Annual Report
2020-03-17 20:14
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2019 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____ to_____ Commission File Number 1-87 EASTMAN KODAK COMPANY (Exact name of registrant as specified in its charter) NEW JERSEY 16-0417150 (State of incorporation) (IRS Employer Identification ...
Eastman Kodak(KODK) - 2019 Q3 - Quarterly Report
2019-11-07 21:15
[Part I. Financial Information](index=3&type=section&id=Part%20I.%E2%80%94Financial%20Information) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited consolidated financial statements for Q3 2019, covering operations, financial position, cash flows, and equity [Consolidated Statement of Operations](index=3&type=section&id=Consolidated%20Statement%20of%20Operations%20(Unaudited)) | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $315 million | $329 million | $913 million | $979 million | | **Gross Profit** | $53 million | $50 million | $135 million | $133 million | | **(Loss) Earnings from Continuing Operations** | ($10) million | $20 million | ($28) million | ($2) million | | **Income (Loss) from Discontinued Operations** | $5 million | ($1) million | $206 million | $0 million | | **Net (Loss) Income** | ($5) million | $19 million | $178 million | ($2) million | | **Total EPS** | ($0.23) | $0.33 | $3.79 | ($0.40) | - For the nine months ended September 30, 2019, the company reported a significant net income of **$178 million**, primarily driven by **$206 million** in income from discontinued operations, which includes the gain on the sale of the Flexographic Packaging business[8](index=8&type=chunk) [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position%20(Unaudited)) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $721 million | $910 million | | **Total Assets** | $1,409 million | $1,510 million | | **Total Current Liabilities** | $371 million | $778 million | | **Total Liabilities** | $1,058 million | $1,340 million | | **Total Shareholders' Equity (Deficit)** | $171 million | ($3) million | - Total liabilities decreased significantly from **$1,340 million** at year-end 2018 to **$1,058 million** as of September 30, 2019, largely due to the repayment of the Term Credit Agreement. Shareholders' equity improved from a deficit of **$3 million** to a positive **$171 million**[11](index=11&type=chunk) [Consolidated Statement of Cash Flows](index=6&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows%20(Unaudited)) | Cash Flow Activity (Nine Months Ended Sep 30) | 2019 | 2018 | | :--- | :--- | :--- | | **Net Cash Used in Operating Activities** | ($4) million | ($79) million | | **Net Cash Provided by (Used in) Investing Activities** | $315 million | ($16) million | | **Net Cash Used in Financing Activities** | ($295) million | ($10) million | | **Net Increase (Decrease) in Cash** | $12 million | ($113) million | - Investing activities provided **$315 million** in cash, primarily from **$326 million** in net proceeds from the sale of businesses/assets. This inflow was largely used for financing activities, including a **$395 million** repayment of the Term Credit Agreement, offset by **$98 million** in proceeds from new Convertible Notes[12](index=12&type=chunk) [Notes to Financial Statements](index=9&type=section&id=Notes%20to%20Financial%20Statements%20(Unaudited)) Provides detailed disclosures for consolidated financial statements, including going concern, lease accounting, debt refinancing, and the Flexographic Packaging business sale - The company's financial statements are prepared on a going concern basis, but management notes that operating losses, negative cash flow, and significant upcoming cash requirements raise substantial doubt about Kodak's ability to continue as a going concern[21](index=21&type=chunk)[24](index=24&type=chunk) - On January 1, 2019, Kodak adopted the new lease accounting standard (ASU 2016-02), resulting in the recognition of **$52 million** in operating lease right-of-use assets and **$61 million** in operating lease liabilities on the Consolidated Statement of Financial Position[28](index=28&type=chunk)[29](index=29&type=chunk) - In 2019, Kodak repaid its Term Credit Agreement using proceeds from the sale of its Flexographic Packaging business (FPD) and refinanced the remainder by issuing **$100 million** of 5.00% Secured Convertible Notes due 2021[43](index=43&type=chunk)[44](index=44&type=chunk) - The sale of the Flexographic Packaging business (FPD) was consummated in April and July 2019 for net cash consideration of approximately **$326 million**, resulting in an after-tax gain of **$212 million**, which is reported in discontinued operations[150](index=150&type=chunk)[152](index=152&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses financial condition and results, highlighting Q3 and YTD 2019 revenue declines, segment performance, and ongoing liquidity challenges raising going concern doubts [Overview and Strategy](index=39&type=section&id=Overview%20and%20Strategy) - Kodak's strategy focuses on investment in growth engines like Sonora, Ultrastream, and Software, while maintaining cash flow from its core Print Systems business and managing the decline of mature businesses. The company also aims to drive cost reductions and monetize its asset base[189](index=189&type=chunk) - The company faces significant liquidity challenges and has plans to return to positive cash flow by growing revenues, reducing expenses, simplifying its structure, and selling underutilized assets[189](index=189&type=chunk)[257](index=257&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) | Metric | Q3 2019 | Q3 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $315M | $329M | $913M | $979M | | **Gross Profit** | $53M | $50M | $135M | $133M | | **Gross Profit %** | 17% | 15% | 15% | 14% | | **Net (Loss) Income** | ($5M) | $19M | $178M | ($2M) | - Q3 2019 revenue declined by **$14 million** YoY, driven by volume and pricing declines in Print Systems and Enterprise Inkjet Systems, and a **$5 million** unfavorable currency impact. This was partially offset by **$13 million** in intellectual property licensing revenue[222](index=222&type=chunk) - Gross profit for Q3 2019 improved by **$3 million** YoY, mainly due to the **$13 million** high-margin licensing revenue and lower depreciation, which offset volume declines and unfavorable pricing[224](index=224&type=chunk) [Segment Analysis](index=45&type=section&id=Segment%20Analysis) Segment Revenues (in millions) | Segment | Q3 2019 | Q3 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Print Systems | $213 | $217 | $612 | $660 | | Enterprise Inkjet Systems | $29 | $39 | $90 | $103 | | Kodak Software | $14 | $15 | $42 | $47 | | Brand, Film and Imaging | $56 | $54 | $159 | $159 | | Advanced Materials & 3D Printing | $1 | $1 | $3 | $3 | | Eastman Business Park | $2 | $3 | $7 | $7 | Segment Operational EBITDA (in millions) | Segment | Q3 2019 | Q3 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Print Systems | $20 | $11 | $32 | $20 | | Enterprise Inkjet Systems | ($3) | $2 | ($6) | $3 | | Kodak Software | $2 | $1 | $1 | $3 | | Brand, Film and Imaging | ($1) | ($3) | ($10) | ($15) | | Advanced Materials & 3D Printing | ($4) | ($2) | ($9) | ($10) | | Eastman Business Park | $0 | $0 | ($1) | ($3) | - **Print Systems:** Q3 Operational EBITDA improved by **$9 million** YoY, primarily due to **$13 million** in licensing revenue from the HuaGuang relationship, which offset volume and pricing declines[233](index=233&type=chunk) - **Enterprise Inkjet Systems:** Q3 Operational EBITDA declined by **$5 million** YoY, driven by equipment inventory write-downs and lower volumes[239](index=239&type=chunk) - **Brand, Film and Imaging:** Q3 Operational EBITDA improved by **$2 million** YoY, reflecting higher volumes in the Motion Picture business[248](index=248&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) Addresses Kodak's significant liquidity challenges from operating losses and negative cash flow, despite debt refinancing, detailing cash position and ongoing cash needs - Management states that the current cash balance outside of China, recent negative operating cash flow, and uncertainty regarding a return to positive cash flow raise substantial doubt about Kodak's ability to continue as a going concern[257](index=257&type=chunk) | Cash Position (in millions) | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Cash, Equivalents & Restricted Cash | $279 | $267 | | - Held in U.S. | $84 | $117 | | - Held outside U.S. | $141 | $131 | | - Held in China | $71 | $59 | - For the first nine months of 2019, net cash used in operating activities improved to (**$4 million**) from (**$79 million**) in the prior year, largely due to proceeds from brand/IP licensing and a prepayment for transition services related to divestitures[260](index=260&type=chunk)[261](index=261&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of September 30, 2019, with no material changes to internal control over financial reporting - Kodak's Executive Chairman and Chief Financial Officer have concluded that the company's disclosure controls and procedures were effective as of the end of the third quarter of 2019[274](index=274&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[275](index=275&type=chunk) [Part II. Other Information](index=52&type=section&id=Part%20II.%20%E2%80%94Other%20Information) [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) Details Kodak's involvement in various litigation, primarily significant tax-related assessments in Brazilian operations, with **$3 million** accrued for **$145 million** in claims - Kodak's Brazilian operations face numerous governmental assessments related to indirect and other taxes. The company has accrued **$3 million** for these claims, which aggregate to approximately **$145 million**, and is actively disputing them[277](index=277&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) Refers to previously disclosed Q2 2019 Form 10-Q risk factors, noting implementation of a tax asset protection plan and stock transfer restrictions - The company has implemented a Tax Asset Protection Plan and amended its certificate of incorporation to restrict certain transfers of common stock. This is intended to protect the company's ability to use its net operating loss and tax credit carryforwards[116](index=116&type=chunk)[279](index=279&type=chunk) [Unregistered Sales of Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Securities%20and%20Use%20of%20Proceeds) Details Q3 2019 repurchase of **34,284** common shares at an average price of **$2.38** per share, for tax withholding related to the 2013 Omnibus Incentive Plan | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 2019 | 2,093 | $2.40 | | August 2019 | 0 | $0.00 | | September 2019 | 32,191 | $2.38 | | **Total Q3 2019** | **34,284** | **$2.38** | [Exhibits](index=52&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with Form 10-Q, including Certificate of Incorporation amendments, Tax Asset Protection Plan, and CEO/CFO certifications