EX-99.1 2 dex991.htm AMPEX CORPORATION, ET AL., MONTHLY OPERATING REPORT Ampex Corporation, et al., Monthly Operating Report

Exhibit 99.1

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

Case No. 08-11094 through 08-11100*

Chapter 11

AMPEX CORPORATION, et al.

(Name of Debtors)

Post-Confirmation

Monthly Operating Report for

the period from June 29, 2008 through July 26, 2008**

Debtors’ Address:

1228 Douglas Avenue

Redwood City, California 94063

Willkie Farr & Gallagher LLP

(Debtors’ Attorneys)

Monthly Net Loss: $1,477

Total Disbursements: $2,450

($ in thousands)

Report Preparer:

The undersigned, having reviewed the attached report and being familiar with the Debtors’ financial affairs, verifies under the penalty of perjury, that the information contained therein is complete, accurate and truthful to the best of my knowledge.**

Date: August 25, 2008

 

/s/ Craig L. McKibben
Craig L. McKibben
Vice President and Chief Financial Officer

 

 

AMENDED STATEMENT         

 

 

* Refer to Schedule I for a listing of Debtors by case number.

 

** The accompanying unaudited consolidated financial statements are reported on a 4-4-5 accounting calendar. Therefore the last day of the reporting period for this monthly operating report is July 26, 2008.

All amounts herein are preliminary and subject to revision. The Debtors reserve all rights to revise this monthly operating report.


AMPEX CORPORATION

Case No. 08-11094 through 08-11100

DEBTORS IN POSSESSION

INDEX TO UNAUDITED FINANCIAL STATEMENTS

 

     Page

Notes to Unaudited Consolidated Financial Statements

   3

Schedule I

   7

Consolidated Balance Sheets

   8

Consolidated Statements of Operations and Comprehensive Loss

   9

Consolidated Statements of Cash Flows

   10

Tax Schedule

   11


AMPEX CORPORATION, et al.

(DEBTORS IN POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

1. Debtors’ Businesses and Proceedings under Chapter 11

Businesses

Ampex Corporation (“Ampex”) and its subsidiaries (collectively, the “Company”) is a leading innovator and licensor of visual information technology. During its 63-year history, the Company has developed substantial proprietary technology relating to the electronic storage, processing and retrieval of images and other data. Ampex currently owns approximately 370 patents and patent applications covering digital image processing, digital image compression and recording technologies. The Company’s licensing division generates revenues from granting licenses covering a variety of technologies that were developed when the Company designed and manufactured digital video tape recorders and special effects products used in the professional television broadcast and post-production industries.

Through a wholly-owned subsidiary, Ampex Data Systems Corporation (“Data Systems”), the Company develops and incorporates technology in the design and manufacture of high performance instrumentation recorders, principally used in defense applications to gather digital images and other data from aircraft, satellites and submarines. These products are also used in flight and sensor test applications.

Bankruptcy Proceedings

On March 30, 2008, Ampex and certain of its U.S. subsidiaries (collectively, the “Debtors”) filed voluntary petitions to reorganize under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors are operating their businesses as debtors in possession.

On or about March 30, 2008, the Debtors filed a pre-negotiated plan of reorganization (as may be amended, the “Plan”) and related disclosure statement (the “Disclosure Statement”), which were subsequently amended. The Bankruptcy Court approved the Disclosure Statement, as amended, on June 11, 2008, and authorized the Debtors to solicit votes to accept or reject the Plan from certain creditors. Solicitation commenced on June 18, 2008. On July 9, 2008, the Debtors filed a modified Plan which incorporates, among other things, certain changes to the lump sum cash payment election available to the holders of allowed general unsecured claims (the “Plan Modifications”). On July 14, 2008, the Bankruptcy Court approved a supplement to the Disclosure Statement related to the Plan Modifications and authorized the re-solicitation of the holders of certain general unsecured claims.

All creditors entitled to vote on the Plan overwhelmingly voted in favor of the Plan. On July 31, 2008, the Bankruptcy Court entered an order confirming the Plan. The Debtors anticipate that all remaining conditions to consummation of the Plan will be able to be satisfied and that Ampex and its U.S. subsidiaries will emerge from chapter 11 within the next few months.

Prior to filing petitions for relief under chapter 11, the Debtors negotiated the terms of the Plan with and obtained the support of creditors holding a majority of their secured debt and their largest unsecured creditor. This support is evidenced by the Plan Support Agreement (as may be amended or modified, the “PSA”), which the parties filed contemporaneously with the commencement of the Debtors’ chapter 11 cases (the “Chapter 11 Cases”). The PSA may be terminated in the event that the Plan is not consummated within a certain period of time after its confirmation, and in certain other situations. There can be no assurance that the Company will be able to satisfy all of the conditions of the PSA. The Debtors believe that they will emerge from chapter 11 before the end of 2008 with a viable capital structure and with sufficient liquidity to continue operating as a going concern, but cannot give assurances that they will do so, due to uncertainties inherent in the bankruptcy process. If the Plan is not consummated, the Debtors may be unable to pay their debts as presently scheduled, which would require them to seek protection in chapter 11 without the support of their creditors and could force the Debtors to liquidate under chapter 7 of the Bankruptcy Code due to their limited unencumbered available resources. Accordingly, the Company may not be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might be required should the Company be unable to continue to operate as a going concern.

The consolidated financial statements that are included in this monthly operating report and in the Company’s report on Form 10-Q for the quarterly period ended June 30, 2008 (the “June 10-Q”), reflect all of the Company’s debt under its credit agreements as current liabilities since the filing of a bankruptcy petition may give rise to an event of default under their respective indentures.

 

3


AMPEX CORPORATION, et al.

(DEBTORS IN POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

On April 16, 2008, the Office of the United States Trustee for the Southern District of New York (the “U.S. Trustee”) appointed a statutory committee of unsecured creditors (the “Creditors’ Committee”). While the Creditors’ Committee initially opposed the Plan, the Plan Modifications resolved such opposition and the Creditors’ Committee agreed to support the Plan.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. Financial information included herein has been derived from the books and records of the Company, without audit. Certain footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted. For information on the accounting policies used in the preparation of these unaudited consolidated financial statements, please refer to the consolidated financial statements included in the Company’s report on Form 10-K for the year ended December 31, 2007 and the June 10-Q.

In the opinion of management, the consolidated financial statements included herein reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for the interim period presented. The results of operations for the one month period ended July 26, 2008, are not necessarily indicative of the results to be expected for the full year. With effect from the March 30, 2008 bankruptcy filing date, the accompanying consolidated financial statements were prepared in accordance with Statement of Position 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy Code (“SOP 90-7”). Accordingly, all prepetition liabilities subject to compromise were segregated in the condensed consolidated balance sheet and classified as liabilities subject to compromise at the estimated amounts of allowable claims. Reorganization costs represent expenses incurred in connection with the Chapter 11 Cases. Certain professional expenses that the Debtors will be required to pay have been presented on a cash basis. The consolidated financial statements presented in this monthly operating report do not include any adjustments to the carrying values of assets or liabilities or to the classification of debt that might result from any debt restructuring or plan of reorganization that might ultimately be approved by the Bankruptcy Court nor the adoption of fresh start accounting upon emergence from the Chapter 11 Cases.

 

2. Liabilities Subject to Compromise

The Debtors have been operating as debtors in possession since March 30, 2008. The Debtors are authorized to operate their businesses in the ordinary course.

As a result of the chapter 11 filing, all actions to collect the payment of prepetition indebtedness are subject to compromise or other treatment under a plan of reorganization. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed. Although prepetition claims are generally stayed, as part of the first day orders and subsequent motions granted by the Bankruptcy Court, the Bankruptcy Court approved the Debtors’ motions to pay certain prepetition employee salary and benefit obligations, as well as certain vendor obligations. The Debtors have been paying and intend to continue to pay undisputed postpetition claims in the ordinary course of business. In addition, the Debtors may reject prepetition executory contracts and unexpired leases with respect to the Debtors’ operations, with the approval of the Bankruptcy Court. Any damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and will be classified as liabilities subject to compromise.

On March 31, 2008, the Bankruptcy Court entered an order (the “Bar Date Order”) fixing May 12, 2008 (the “General Bar Date”), as the date by which proofs of claim were required to be filed for all creditors of the Debtors other than governmental units and September 26, 2008, for the filing of proofs of claim by a governmental unit. The Bar Date Order also established the General Bar Date as the deadline by which all governmental units that intend to file a claim against one or more of the Debtors must file a non-binding indication of claim (an “Indication of Claim”). The Indications of Claim are to include a governmental unit’s good-faith estimate of the amount of any claim it may have against the Debtors, a description of such claim and an indication of whether such claim is fixed, contingent or unliquidated. The Debtors notified all known claimants subject to the General Bar Date or the Governmental Unit

 

4


AMPEX CORPORATION, et al.

(DEBTORS IN POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

Bar Date of their need to file a proof of claim with the Bankruptcy Court. To date, creditors have filed over five hundred eighty proofs of claim. Differences between liability amounts estimated by the Debtors and the claims filed by creditors continue to be investigated by the Debtors. The determination of how liabilities will ultimately be settled cannot be made until the Bankruptcy Court approves a plan of reorganization. Accordingly, the ultimate amount of such liabilities is presently not determinable.

Valuation methods used in chapter 11 reorganization cases vary depending on the purpose for which they are prepared and used and are rarely based on GAAP, the basis of which the accompanying unaudited consolidated financial statements are prepared. Accordingly, the values set forth in the unaudited consolidated financial statements are not likely to be indicative of the values presented to or used by the Bankruptcy Court.

As of July 26, 2008, the Company has liabilities subject to compromise of approximately $75.6 million. Such amounts may be subject to future adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, or other events. The Debtors have discontinued recording interest on liabilities subject to compromise during the Chapter 11 Cases, with the exception of interest on the 12% Senior Notes due August 15, 2008.

Liabilities subject to compromise represent the liabilities of the Company incurred prior to March 30, 2008, except those that will not be impaired under the Plan. As of July 26, 2008, liabilities subject to compromise consisted of the following:

 

     July 26,
2008

12% Senior Notes due August 15, 2008, including accrued interest

   $ 7,171

Hillside Notes

     55,445

Notes payable – other, disputed NHI claim

     15

Accounts payable

     617

Environmental remediation obligations

     765

Accrued interest on the Hillside Notes

     2,281

Obligations under supplemental retirement plans

     748
      

Current liabilities subject to compromise

   $ 67,042
      

Environmental remediation obligations

   $ 2,239

Obligations under supplemental retirement plans

     6,001

Accrued expenses, disputed NHI claims

     292

Accrued expenses, allowed NHI claims

     33
      

Long-term liabilities subject to compromise

   $ 8,565
      

 

3. Financing

On June 26, 2008, the Bankruptcy Court approved a stipulation (the “Stipulation”) among the Debtors and certain of their secured lenders (the “Consenting Holders”) authorizing the use of cash claimed as collateral (“Cash Collateral”) by such lenders, subject to certain terms and conditions. The Debtors’ authorization to use Cash Collateral under the Stipulation may be terminated if the Debtors institute a proceeding seeking to challenge the validity of the secured lenders’ liens and claims, the Bankruptcy Court grants a third party relief from the automatic stay to enforce a lien on the secured lenders’ prepetition collateral, and in certain other situations.

 

4. Accounts Payable and Accrued Expenses

To the best of the Company’s knowledge, all undisputed postpetition trade payables are current and all premiums for insurance policies, including all workers’ compensation and disability insurance policies, that are required to be paid are fully paid as of July 26, 2008.

 

5


AMPEX CORPORATION, et al.

(DEBTORS IN POSSESSION)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

 

5. Bankruptcy Court Reporting Schedules

Certain attached schedules have been prepared for the purpose of filing with the Bankruptcy Court and are not required by GAAP. The information reflected in the accompanying schedules, as with all other information contained herein, has been obtained from the books and records of the Company and are unaudited.

 

6. Payroll and Related Tax and Employee Benefit Obligations

The Company outsources its payroll processing to a third party payroll administrator, which prepares the payroll registers on a bi-weekly basis and advises the Company of funding requirements. Four days prior to the pay date, the Company funds an imprest payroll account with the net payroll to pay employees. One day prior to the pay date, the Company funds the tax withholdings so that the administrator may make the necessary payment to the taxing authorities. On the pay date, the Company funds the 401K administrator for 401K withholdings and the Company’s matching payments. All health care costs are funded by the Company at the beginning of each month based on pre-negotiated premium rates as indicated by each employee during enrollment. During the month of July 2008 (which covered two pay periods) the Debtors transferred approximately $431 to fund net payroll, approximately $221 to fund tax withholdings, approximately $89 to fund 401K withholdings and the Company’s matching payments and approximately $100 to fund various health care providers for health care obligations.

 

7. Disbursements by Debtor

The total disbursements of each Debtor, including, inter alia, payroll, payroll taxes, payments to vendors and bank fees, are as follows:

 

Ampex Corporation

   $ 1,098.3

Ampex Data Systems Corporation

     1,352.0

Ampex Data International Corporation

     0.00

Ampex Finance Corporation

     0.00

AFC Holdings Corporation

     0.00

Ampex Holdings Corporation

     0.00

Ampex International Sales Corporation

     0.00

Disbursements for the period from June 29, 2008 to July 26, 2008, by major category, are as follows:

 

Ampex Corporation   

Net payroll funding

   $ 80.4

Payroll tax withholdings

     43.7

Rent related disbursements

     0.0

Professional fees and contract labor

     862.8

Other disbursements

     111.4
      

Total

   $ 1,098.3
      
Ampex Data Systems Corporation   

Net payroll funding

   $ 350.5

Payroll tax withholdings

     177.4

401K withholdings

     88.9

Health care provider payments

     99.8

Inventory purchase payments

     134.8

Rent related disbursements

     177.7

Professional fees and contract labor

     69.9

Other disbursements

     253.0
      

Total

   $ 1,352.0
      

 

6


AMPEX CORPORATION, et al.

(DEBTORS IN POSSESSION)

Schedule I - Debtors

 

LEGAL ENTITY

  

Case Number

Ampex Corporation

   08-11094 (AJG)

Ampex Data Systems Corporation

   08-11099 (AJG)

Ampex Data International Corporation

   08-11100 (AJG)

Ampex Finance Corporation

   08-11098 (AJG)

AFC Holdings Corporation

   08-11095 (AJG)

Ampex Holdings Corporation

   08-11096 (AJG)

Ampex International Sales Corporation

   08-11097 (AJG)

 

7


AMPEX CORPORATION

CONSOLIDATED BALANCE SHEETS

JULY 26, 2008

(in thousands, except share and per share data)

(unaudited)

 

     Consolidated     Debtor-in-Possession  
     July 26,
2008
    June 28,
2008
    July 26,
2008
    June 28,
2008
 

ASSETS

        

Current assets:

        

Cash and cash equivalents

   $ 9,069     $ 10,872     $ 6,644     $ 8,278  

Accounts receivable

     2,783       3,044       1,993       1,486  

Inventories

     6,226       6,234       5,987       5,889  

Royalties receivable

     —         84       —         84  

Cash collateral on letter of credit

     1,312       1,312       1,312       1,312  

Other current assets

     609       708       343       436  
                                

Total current assets

     19,999       22,254       16,279       17,485  

Property, plant and equipment

     514       517       368       368  

Other assets

     246       247       246       247  
                                

Total assets

   $ 20,759     $ 23,018     $ 16,893     $ 18,100  
                                

LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

        

Current liabilities:

        

Liabilities subject to compromise

   $ 67,042     $ 64,796     $ 67,042     $ 64,796  

Notes payable

     —         —         —         —    

Accounts payable

     2,827       3,302       2,760       3,157  

Net liabilities of discontinued operations

     —         —         —         —    

Accrued restructuring costs

     97       146       97       146  

Pension and other retirement plans

     185       185       —         —    

Other accrued liabilities

     3,607       3,947       3,169       3,503  
                                

Total current liabilities

     73,758       72,376       73,068       71,602  

Liabilities subject to compromise

     8,565       8,565       8,565       8,565  

Pension and other retirement plans

     52,292       54,469       49,464       51,641  

Other liabilities

     224       225       224       225  

Net liabilities of discontinued operations

     —         —         —         —    
                                

Total liabilities

     134,839       135,635       131,321       132,033  
                                

Commitments and contingencies

        

Mandatorily redeemable nonconvertible preferred stock, $1,000 liquidation value per share:

        

Authorized: 69,970 shares

        

Issued and outstanding - none

     —         —         —         —    

Mandatorily redeemable preferred stock, $2,000 liquidation value per share:

        

Authorized: 21,859 shares

        

Issued and outstanding - none

     —         —         —         —    

Convertible preferred stock, $2,000 liquidation value per share:

        

Authorized: 10,000 shares

        

Issued and outstanding - none

     —         —         —         —    

Stockholders’ deficit:

        

Preferred stock, $1.00 par value:

        

Authorized: 898,171 shares

        

Issued and outstanding - none

     —         —         —         —    

Common stock, $0.01 par value:

        

Class A:

        

Authorized: 175,000,000 shares in 2008

        

Issued and outstanding - 3,930,035 shares in 2008

     39       39       39       39  

Class C:

        

Authorized: 50,000,000 shares

        

Issued and outstanding - none

     —         —         —         —    

Other additional capital

     456,076       456,076       456,771       455,790  

Accumulated deficit

     (468,349 )     (466,872 )     (468,349 )     (466,872 )

Accumulated other comprehensive loss

     (101,846 )     (101,860 )     (102,889 )     (102,890 )
                                

Total stockholders’ deficit

     (114,080 )     (112,617 )     (114,428 )     (113,933 )
                                

Total liabilities, redeemable preferred stock and stockholders’ deficit

   $ 20,759     $ 23,018     $ 16,893     $ 18,100  
                                

 

8


AMPEX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE MONTH OF JULY 2008

(in thousands, except share and per share data)

(unaudited)

 

     For the
Month Ended
July 26,

2008
 

Licensing revenue

   $ —    

Product revenue

     350  

Service revenue

     429  
        

Total revenue

     779  
        

Intellectual property costs

     148  

Cost of product revenue

     352  

Cost of service revenue

     147  

Research, development and engineering

     539  

Selling and administrative

     509  

Reorganization costs

     491  
        

Total costs and operating expenses

     2,186  
        

Operating loss

     (1,407 )

Media pension costs

     —    

Interest expense

     80  

Amortization of debt financing costs

     1  

Interest income

     (9 )

Other (income) expense, net

     (2 )
        

Loss from continuing operations before income taxes

     (1,477 )

Provision for income taxes

     —    
        

Loss from continuing operations

     (1,477 )

Loss from discontinued operations (net of taxes of nil)

     —    
        

Net loss

     (1,477 )

Other comprehensive loss, net of tax:

  

Minimum pension adjustment

     —    

Foreign currency translation adjustments

     14  
        

Comprehensive loss

   $ (1,463 )
        

Basic loss per share from continuing operations

   $ (0.38 )
        

Basic loss from discontinued operations

   $ 0.00  
        

Basic loss per share

   $ (0.38 )
        

Weighted average number of basic common shares outstanding

     3,897,035  
        

Diluted loss per share from continuing operations

   $ (0.38 )
        

Diluted loss from discontinued operations

   $ 0.00  
        

Diluted loss per share

   $ (0.38 )
        

Weighted average number of diluted common shares outstanding

     3,897,035  
        

 

9


AMPEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE MONTH OF JULY 2008

(in thousands)

(unaudited)

 

     For the
Month Ended
July 26,

2008
 

Cash flows from operating activities:

  

Net loss

   $ (1,477 )

Loss from discontinued operations

     —    

Adjustments to reconcile net loss to net cash used in operating activities:

  

Depreciation and amortization

     19  

Accretion of interest expense

     68  

Stock based compensation expense

     —    

Net gain on disposal of assets

     —    

Ampex and foreign periodic pension cost

     —    

Media periodic pension cost

     —    

Changes in operating assets and liabilities:

  

Accounts receivable

     270  

Inventories

     (1 )

Royalties receivable

     84  

Other assets

     99  

Accounts payable

     (476 )

Other accrued liabilities and income taxes payable

     (342 )

Ampex and Media pension contributions

     (2,177 )

Accrued restructuring costs

     (49 )

Other liabilities

     4  
        

Net cash used in continuing operations

     (3,978 )

Net cash used in discontinued operations

     —    
        

Net cash used in operating activities

     (3,978 )
        

Cash flows from investing activities:

  

Deferred gain on sale of assets

     (4 )

Net proceeds on sale of assets

     —    

Additions to property, plant and equipment

     (12 )
        

Net cash used in investing activities

     (16 )
        

Cash flows from financing activities:

  

Borrowings under debt agreements

     2,177  

Issuance of common stock to NHI

     —    
        

Net cash provided by financing activities

     2,177  
        

Effects of exchange rates on cash

     14  
        

Net decrease in cash and cash equivalents

     (1,803 )

Cash and cash equivalents, beginning of period

     10,872  
        

Cash and cash equivalents, end of period

   $ 9,069  
        

 

10


AMPEX DATA SYSTEMS CORPORATION

SALES/USE TAXES INCURRED/PAID

 

FOR THE MONTH OF: July 2008            
Sales Tax            

Taxing Authority

   Amount
Incurred
   Amount
Paid
   Date Paid    Period
Paid For

California

   0.00    951.90    7/24/2008    Q2-08

Colorado State

   0.00         

City of Colorado Springs

   0.00         

City of Denver

   0.00         

Connecticut

   0.00         

Washington, D.C.

   0.00         

Florida

   0.00         

Georgia

   0.00    329.35    7/21/2008    Q2-08

Maryland

   0.00         

Missouri

   0.00         

New Jersey

   0.00    75.18    7/21/2008    Q2-08

New Mexico

   0.00         

New York

   0.00         

Ohio

   0.00         

Ohio Commercial Activity Tax

   0.00         

Pennsylvania

   0.00    101.40    7/21/2008    Q2-08

Tennessee

   0.00         

Texas

   0.00         

Virginia

   0.00         

Washington

   718.04    5,186.59    7/24/2008    Q2-08
               
   718.04    6,644.42      
               
Use Tax            

Taxing Authority

   Amount
Incurred
   Amount
Paid
   Date Paid    Period
Paid For

California

   931.93    5,085.84    7/24/2008    Q2-08

Colorado State

   38.28    0.00    7/21/2008    Jun-08

El Paso (CO) County

   0.00         

City of Colorado Springs

   36.66    35.28    7/21/2008    Q2-08

PPRTA

   14.66    3.74    7/21/2008    Jun-08
               
   1,021.53    5,124.86      
               

 

11