EXHIBIT 99.1

 

Contact:    Karen L. Dexter
     Director, Investor Relations
     Ampex Corporation
     (650) 367-4111

 

AMPEX CORPORATION REPORTS

THIRD QUARTER 2004 FINANCIAL RESULTS

 

REDWOOD CITY, Calif., November 22, 2004 - Ampex Corporation (OTCBB: AEXCA.OB) reported a net loss of $1.2 million or $0.33 per diluted share on revenues of $8.3 million for the third quarter of 2004. In the third quarter of 2003, the Company reported net income of $3.6 million or $1.28 per diluted share1 on revenues of $10.2 million.

 

Licensing revenue was $1.8 million in the third quarter of 2004, which was virtually unchanged from $1.7 million in the third quarter of 2003. As previously announced, after the end of the quarter, Canon Inc. and Sanyo Electric Co. Ltd. entered into separate license agreements with the Company for use of its patents in the manufacture and sale of digital still cameras. The Sanyo agreement also permits use of the Company’s patents in cellular telephones that incorporate digital image capture and retrieval features. Pursuant to the two licenses, the Company will receive payments of approximately $11.6 million representing royalties on shipments made prior to July 1, 2004 and will receive running royalties in future periods based on sales of products that utilize its digital still camera patents. The Company will also receive a negotiated prepayment of $13.5 million from one of the licensees with respect to royalties due on sales in the period from July 2004 through March 2006. Accordingly, the Company will record at least $25.1 million of receipts from these two licenses in its fourth quarter 2004 financial statements. Substantially all of such receipts will be used to repay debt. The Company is in negotiation with additional manufacturers of digital cameras and camera equipped cellular telephones and currently expects to conclude additional license agreements within the next 90 days.

 

During the third quarter of 2004, the Company incurred litigation costs of $1.1 million related to lawsuits that it initiated with the International Trade Commission and in the U.S. District Court for the District of Delaware against Sanyo Electric Co. Ltd. in May 2004 and separately against Sony Corporation in July 2004 and Eastman Kodak Company in October 2004 for their unauthorized use of Ampex patents in digital still cameras and cellular phones equipped with digital image storage and retrieval capabilities. If granted, an ITC exclusion order would prohibit the importation and sale of such products in the United States throughout the duration of the life of each patent. The U.S. District Court suits seek payment of damages. Subsequently Ampex has withdrawn their complaints against Sanyo based on having concluded a license agreement with them. The Company may seek to enforce its patents by instituting additional litigation against other manufacturers of digital still cameras, digital video camcorders, DVD recorders and other products where it is believed Ampex technology is being used, if licensing agreements cannot be concluded on satisfactory terms. As a result of such increased costs, the corporate licensing segment contributed operating income of $0.1 million or $0.03 per diluted share in the third quarter of 2004 compared to operating income of $1.5 million or $0.47 per diluted share in the third quarter of 2003.


Product sales and service revenues from the Company’s Recorders segment (Data Systems) totaled $6.6 million for the third quarter of 2004 compared to $8.4 million in the third quarter of 2003. At the end of the quarter ended September 30, 2004, the Company had completed the manufacture of certain products and had received payment from its customers totaling $1.2 million which will be recognized as revenue later in 2004 or early 2005 when such products are shipped to the customers’ designated locations. The Recorder’s segment operating loss in the third quarter of 2004 amounted to $0.3 million or $0.09 per diluted share compared to an operating income of $1.5 million or $0.47 per diluted share in the third quarter of 2003.

 

In the third quarter of 2004, the Company recognized a restructuring credit of $1.4 million or $0.39 per diluted share, as a result of the relocation of some manufacturing operations from Colorado Springs to Redwood City, reutilizing leased facilities that were charged to restructuring expense in prior periods. There were no restructuring charges or credits in the third quarter of 2003.

 

In the three months ended September 30, 2004, the Company recognized its pro-rata share of income, including gain on the sale of its investment, totaling $0.6 million or $0.16 per diluted share from an investment partnership as well as $0.4 million or $0.11 per diluted share in fees earned on profits realized by other institutional investors. Interest expense and other financing costs, net, accounted for $0.59 loss per diluted share in the third quarter of 2004 compared to $0.67 loss per diluted share in the third quarter of 2003.

 

Ampex Corporation, www.ampex.com, headquartered in Redwood City, California, is one of the world’s leading innovators and licensors of technologies for the visual information age.

 

This news release contains predictions, projections and other statements about the future that are intended to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of l995 (collectively, “forward-looking statements”). Forward-looking statements relate to various aspects of the Company’s operations and strategies, including but not limited to the effects of having experienced significant losses in the past and the risk that the Company may incur losses in the future; the Company’s limited liquidity and significant indebtedness and interest expense; its sales and royalty forecasts for future periods not being attained, and the risk that the Company will not conclude additional royalty-bearing license agreements covering its digital technologies; the Company’s marketing, product development, acquisition, investment, licensing and other strategies not being successful; possible future issuances of debt or equity securities; the possible incurrence of significant patent litigation expenses or adverse legal determinations finding the Company’s patents not be valid or not to have been infringed; new business development and industry trends; the possible need to raise additional capital in order to meet the Company’s obligations; reliance on a former affiliate to make contributions to the Company’s pension plans which are substantially underfunded; and most other statements that are not historical in nature. Important factors that could cause actual results to differ materially from those described in the forward-looking statements are described in cautionary statements included in this news release and/or in the Company’s 2003 Annual Report on Form 10-K filed with the SEC and its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004, June 30, 2004, and September 30, 2004 filed with the SEC. In assessing forward-looking statements, readers are urged to consider carefully these cautionary statements. Forward-looking statements speak only as of the date of this news release, and the Company disclaims any obligations to update such statements.


1 Restated to comply with EITF 03-6.


AMPEX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except share and per share data)

 

     For the Three Months Ended
September 30,


    For the Nine Months Ended
September 30,


 
     2004

    2003

    2004

    2003

 
     (unaudited)  

Licensing revenue

   $ 1,759     $ 1,744     $ 4,861     $ 7,702  

Product revenue

     4,390       6,367       15,767       17,950  

Service revenue

     2,173       2,065       6,496       7,049  
    


 


 


 


Total revenue

     8,322       10,176       27,124       32,701  
    


 


 


 


Intellectual property costs

     1,653       205       4,595       796  

Cost of product sales

     3,069       3,848       9,955       10,712  

Cost of service

     688       747       2,342       2,375  

Research, development and engineering

     1,022       696       2,853       2,326  

Selling and administrative

     3,326       2,848       9,160       9,095  

Restructuring charges (credits)

     (1,410 )     —         (1,410 )     —    
    


 


 


 


Total costs and operating expenses

     8,348       8,344       27,495       25,304  
    


 


 


 


Operating income (loss)

     (26 )     1,832       (371 )     7,397  

Interest expense

     2,534       2,215       7,312       6,716  

Amortization of debt financing costs

     14       15       42       43  

Interest income

     (30 )     (57 )     (88 )     (86 )

Other (income) expense, net

     (385 )     2       (381 )     35  
    


 


 


 


Income (loss) from continuing operations before income taxes and equity in income of limited partnership, including sale of investment

     (2,159 )     (343 )     (7,256 )     689  

Provision for (benefit of) income taxes

     —         (3,981 )     248       (3,306 )

Equity in income of limited partnership, including sale of investment

     (591 )     —         (2,149 )     —    
    


 


 


 


Net income (loss) from continuing operations

     (1,568 )     3,638       (5,355 )     3,995  

Income from discontinued operations (net of taxes of nil in 2004)

     352       —         352       —    
    


 


 


 


Net income (loss)

     (1,216 )     3,638       (5,003 )     3,995  

Benefit from extinguishment of mandatorily redeemable preferred stock

             974               3,041  

Preferred dividends ascribed, but not declared

     —         (451 )     —         (1,416 )
    


 


 


 


Undistributed net income (loss) applicable to common stockholders

     (1,216 )     4,161       (5,003 )     5,620  

Other comprehensive income (loss), net of tax:

                                

Foreign currency translation adjustments

     2       (67 )     46       (54 )
    


 


 


 


Comprehensive income (loss)

   $ (1,214 )   $ 4,094     $ (4,957 )   $ 5,566  
    


 


 


 


Basic and diluted undistributed income (loss) per share:

                                

Undistributed income (loss) per share from continuing operations

   $ (0.43 )   $ 0.98     $ (1.46 )   $ 0.80  

Income per share from discontinued operations

   $ 0.10     $ —       $ 0.10     $ —    

Undistributed income (loss) per share applicable to common stockholders

   $ (0.33 )   $ 1.28     $ (1.36 )   $ 1.75  
    


 


 


 


Weighted average number of basic and diluted common shares outstanding

     3,642,517       3,260,733       3,667,572       3,207,382  
    


 


 


 



AMPEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

     September 30,
2004


    December 31,
2003


 
     (unaudited)        

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 5,451     $ 14,023  

Short-term investments

     9,160       —    

Accounts receivable (net of allowances of $88 in 2004 and $137 in 2003)

     2,892       4,513  

Inventories

     6,184       6,343  

Other current assets

     4,052       4,366  
    


 


Total current assets

     27,739       29,245  

Property, plant and equipment

     4,333       4,825  

Other assets

     598       1,127  
    


 


Total assets

   $ 32,670     $ 35,197  
    


 


LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

                

Current liabilities:

                

Notes payable

   $ 132     $ 146  

Accounts payable

     2,579       1,511  

Net liabilities of discontinued operations

     807       1,076  

Accrued restructuring costs

     631       1,300  

Other accrued liabilities

     11,890       23,956  
    


 


Total current liabilities

     16,039       27,989  

Long-term debt

     89,560       74,022  

Other liabilities

     63,618       63,802  

Accrued restructuring costs

     1,794       3,450  

Net liabilities of discontinued operations

     1,354       2,071  
    


 


Total liabilities

     172,365       171,334  
    


 


Commitments and contingencies

                

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

                

Authorized: 69,970 shares in 2004 and in 2003

Issued and outstanding - none in 2004 and in 2003

     —         —    

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

                

Authorized: 21,859 shares in 2004 and in 2003

Issued and outstanding - none in 2004 and in 2003

     —         —    

Convertible preferred stock, $2,000 liquidation value:

                

Authorized: 10,000 shares in 2004 and in 2003

Issued and outstanding - none in 2004 and in 2003

     —         —    

Stockholders’ deficit:

                

Preferred stock, $1.00 par value:

                

Authorized: 898,171 shares in 2004 and in 2003

Issued and outstanding - none in 2004 and in 2003

     —         —    

Common stock, $.01 par value:

                

Class A:

                

Authorized: 175,000,000 shares in 2004 and in 2003

Issued and outstanding - 3,642,517 shares in 2004; 3,728,017 in 2003

     36       37  

Class C:

                

Authorized: 50,000,000 shares in 2004 and in 2003

Issued and outstanding - none in 2004 and in 2003

     —         —    

Other additional capital

     454,468       454,394  

Accumulated deficit

     (523,581 )     (518,578 )

Accumulated other comprehensive loss

     (70,618 )     (71,990 )
    


 


Total stockholders’ deficit

     (139,695 )     (136,137 )
    


 


Total liabilities, redeemable preferred stock and stockholders’ deficit

   $ 32,670     $ 35,197