Kodak's New Deal

Well, forget everything you read about Brother buying Kodak DI. Not going to happen. Kodak got a better deal from the U.K. Kodak Pension Plan (KPP). How much better? Well, in addition to receiving $650 million in cash and non-cash considerations (for both DI and Kodak Personalized Imaging (PI), which was also up for sale under Kodak's bankruptcy proceedings), the deal also settles $2.8 billion in claims that KPP had against Kodak Corporate.

Granted, claims in a bankruptcy case are not typically worth 100% of face value (or even close to 100%), but still, technically, Kodak Corporate came out $3.45 billion on the books ahead for divesting itself of DI (for which Brother had bid a net $277 million) and PI, which I'm estimating is a little more than twice as big as DI. (In 2012, combined, the two units generated a reported $1.46 billion in revenue, with DI somewhere around $400 million.) I'm guessing that in separate auctions, which is what was supposed to happen prior to the KPP deal, Kodak corporate would have been lucky to get $1 billion combined. So this is a big win.

On top of things, apparently one of the requirements of Kodak corporate's emerging from bankruptcy was that it settle with KPP, which was listed as Kodak's largest unsecured creditor. So, this announced sale takes care of multiple requirements. It also gives DI and PI and solid landing spot.

Dolores Kruchten, president of DI, said to think of KPP as a "financial buyer." "KPP operates independently of Kodak and has more than 1 billion British pounds of assets under its control," she said during a conference call this afternoon. "They have the capability to make investments and actively support our DI business."

Basically, it sounds like KPP plans to continue to operate DI and PI as a business. Said Steven Ross, chairman of KPP, as quoted in a press release, "The businesses that we are acquiring will deliver long-term cash flows to support the plan’s obligations. The financial stability that KPP will provide for the Personalized Imaging and Document Imaging businesses will be beneficial to those businesses’ employees, customers and partners.”


Kodak still has to submit its plan to sell DI and PI to the bankruptcy court for approval, but Kruchten said she does not anticipate any problems with closing the deal. Brother is stepping aside, and Kruchten did not have any insight into what it was being compensated for serving as the "stalking horse" in an auction that will never happen. Kruchten said that Kodak was obligated by law to announce the Brother deal, even while continuing to work on a deal with KPP.


"Brother understood that if we reached a deal like this, where we were able to bundle DI and PI together, its stalking horse bid would be terminated," said Kruchten. "The deal with KPP was not finalized when we reached an agreement with Brother. As you know, no deal is final until ink is on paper. When we made the agreement with Brother that was the only signed deal we had. You know what they say about a bird in hand."

Perceptive Capture Selected for Invoices by Kohler

Quote from the press release:

"We tested a number of available automation solutions, and Perceptive Software’s platform was able to extract more than eighty percent of field data from Chinese and Thai invoices sight unseen, far better than any of the others,” said Ming Zhang, Sr. Systems Analyst, IT Asia-Pacific Corporate Services for Kohler Co."


Being used for invoices that solution is powered by Brainware software, which Lexmark/Perceptive acquired last year. " The technology will be implemented within Kohler Co.’s SAP enterprise resource planning system over the course of a three-stage rollout to include shared services operations in the Asia-Pacific, North America and EMEA markets."

Kohler is a global leader in the manufacturing of kitchen and bath products, engines and power generation systems, tile and home interiors, and an international host at its award-winning hospitality and world-class golf destinations. For more information on Kohler Co. and its products, please visit www.kohler.com.

A Little More Commentary on Brother's Bid for Kodak

A lot of media outlets are reporting that Kodak Document Imaging has been sold to Brother for $210 million. I'm not certain whether or not this is actually the case. As I stated in yesterday's post, the Brother bid is actually a "stalking horse" bid, which is bankruptcy proceedings is technically the low bid in an auction that will take place following the acceptance of a stalking horse bid. The question that I cannot seem to find an answer to is what percentage of stalking horse bidders end up being the final buyer.

This piece does a nice job in explaining some of the "The Pros and Cons of Being A Stalking Horse Bidder for Assets In Bankruptcy." It explains that the stalking horse bidder has an advantage because it basically gets to sets the terms of the sale - what will be included and what will not - and once those terms are set, it's pretty hard to change them apparently. So, anyone else bidding is basically bidding on what Brother has carved out of Kodak as representing DI.

Somewhat related to that, here's what said George Conboy, president of Brighton Securities, had to say about the Brother bid. (I'm quoting from this Rochesterhomepage.com article.) "The price is a little bit light but what we can't be certain Kodak said it would be selling a certain portion of that business, probably majority but can't be sure what they are obtaining as of now."

One question, of course, is is Brother buying the Kodak brand for the DI products and services going forward?

If someone should outbid Brother, as the stalking horse it would likely be owed some sort of compensation, maybe something equal to a small percentage of the deal. I hope to have more later today - after an interview with Kodak executives.

Brother Puts Up Stalking Horse Bid for Kodak DI

Brother Industries has posted the initial "stalking horse" bid in the auction for Kodak Document Imaging. The way I understand it is that the $210 million offer will serve as the minimum bid in an auction that will take place throughout May and close in June. According to the press release on the bid, "Kodak will seek U.S. Bankruptcy Court approval of the bidding procedures at a hearing in late April and is targeting final court approval of a transaction in June."

When Kodak announced it was selling Document Imaging last August, it was advertised as a $400 million profitable business coming off a record year. There is not doubt that the uncertainty surrounding Kodak corporate's bankruptcy has negatively impacted Kodak DI's sales, but $210 million still seems like somewhat of a bargain. That said, the deal also includes  Brothers' accepting $67 million in owed service contracts - presumably stuff that can continued to be renewed, so it shouldn't have negative impact on the bottom line.

Brother would be classified as a strategic buyer as it was recently moved into the document scanner market with the release of some mobile and desktop workgroup models.When I last talked with Brother executives, they said they indicated the vendor had plans to keep moving upstream and an acquisition of Kodak would certainly be one way to do that.

Rumor has it that several venture capital/investment firms were also looking at Kodak, so perhaps there will be a higher bid between now and June. But, remember the prediction I made back in January, "Kodak DI will be acquired by a major printer vendor." The ball is in play.

Capture vs. SPA growth

In this week's premium edition, which just came out, I have a feature comparing Harvey Spencer Associates growth rates for the capture market to Forrester's as published in a study recently commissioned by Kofax.
Anyhow, here are two charts I came up with that I felt were relevant to the story (the x-axis represents billions of dollars in software revenue):

                                                                                                                                                                    
Basically, it's Spencer's contention that SPA is primarily capture technology, so the bottom chart is a more accurate representation of HSA's numbers vs. Forrester's than just comparing the black and orange lines on the top chart.

Declining PC Sales and Document Capture

One of the biggest high tech stories of the past couple days seems to be this precipitous drop in PC sales, which IDC reported fell 14% in the first quarter of 2013 compared to the first three months of 2012. The most obvious reason for this is the increasing adoption of tablets and smartphones for computing that was formerly exclusively done on PCs. This reminds me of statement Visioneer President and COO John Capurso made to me a few weeks ago about mobile computers becoming the new PCs.  Looks like a very prescient thought right now.

I happened to be on the phone earlier with document capture software market industry analyst Harvey Spencer, and I asked him if he thought declining PC sales might affect document capture sales. He thought not very much.

We initially conjectured that it might negatively impact document scanner sales, but concluded that might not be the case either, as most current PCs have enough horsepower to run whatever  document scanner a user would need to run anyhow. Spencer added people are already doing more scanning on MFPs than ever before, and that this indeed may be having a negative affect on document scanner sales, but if people are going to buy a document scanner, they don't necessarily need a new PC to run one anymore.

Spencer added that he felt the increase in cloud computing may be negatively impacting PC sales as "users no longer need more powerful PCs to run new applications; they can now license the latest version of Office, for example, on the cloud." This is an interesting dichotomy, as Windows 8 was supposed to drive more PC sales, but Microsoft's latest version of Office would appear to be working in the opposite direction.

Spencer concluded that he expects cloud deployments will begin to have an effect on document capture revenue this year, with some large implementations being purchased through a subscription model rather than a traditional capital expenditure. Not a major impact yet, but the beginning of a trend that bears watching.