-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bu6md8qRhCPIzVz0qClaZFf4T8HI88R61MUHLBNzwTQx31sw633278TvYsAwH2M5 uAWbn/LnRVk7R2NmHymx7g== 0000849502-03-000031.txt : 20031024 0000849502-03-000031.hdr.sgml : 20031024 20031024115115 ACCESSION NUMBER: 0000849502-03-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMTRON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000849502 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 840962308 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17739 FILM NUMBER: 03955717 BUSINESS ADDRESS: STREET 1: 1850 RAMTRON DR CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 BUSINESS PHONE: 7194817000 MAIL ADDRESS: STREET 1: 1850 RAMTRON DR CITY: COLORADO SPRINGS STATE: CO ZIP: 80921 8-K 1 form8k10-03.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2003 -------------------- RAMTRON INTERNATIONAL CORPORATION - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - ----------------------------------------------------------------------------- (State of or other jurisdiction of incorporation or organization) 0-17739 - ----------------------------------------------------------------------------- (Commission File Number) 84-0962308 - ----------------------------------------------------------------------------- (I.R.S. Employer Identification Number) 1850 Ramtron Drive, Colorado Springs, Colorado 80921 (719) 481-7000 - ----------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS: (a) Financial Statements - Not Applicable (b) Pro-Forma Financial Information - Not Applicable (c) Exhibits: 99.1 Press Release dated October 23, 2003. ITEM 12 - RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS Ramtron International Corporation announced today its results for the third quarter ended September 30, 2003. Revenue for the third quarter was $7.9 million, compared with $13.8 million for the same quarter a year ago. Net loss applicable to common shares was $2.3 million, or a loss of $0.10 per share (basic and diluted), compared with net income of $139,000, or income of $0.01 per share (basic and diluted), for the same quarter of 2002. Page-1 Ferroelectric random access memory (FRAM) product revenue for the third quarter was $4.6 million, compared with $6.7 million for the third quarter of 2002. Revenue from the company's Mushkin subsidiary totaled $2.6 million, compared with $4.1 million for the same period last year. The company reported $117,000 in license fees during third-quarter 2003, compared with $2.0 million for the third quarter of 2002. A copy of the Company's press release containing its reported results is attached hereto as Exhibit 99.1 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RAMTRON INTERNATIONAL CORPORATION By: /S/ LuAnn D. Hanson ------------------------------ LuAnn D. Hanson Chief Financial Officer Dated October 23, 2003 Page-2 EX-99 4 form8kex99-1.txt PRESS RELEASE EXHIBIT 99.1 NEWS FOR RELEASE: 10-23-2003, 4 pm ET CONTACT: Lee Brown 719-481-7213 lbrown@ramtron.com RAMTRON REPORTS THIRD-QUARTER 2003 RESULTS COLORADO SPRINGS, CO-October 23, 2003 - U.S. semiconductor maker Ramtron International Corporation (Nasdaq:RMTR) today reported results for the third quarter ended September 30, 2003. Revenue for the third quarter was $7.9 million, compared with $13.8 million for the same quarter a year ago. Net loss applicable to common shares was $2.3 million, or a loss of $0.10 per share (basic and diluted), compared with net income of $139,000, or income of $0.01 per share (basic and diluted), for the same quarter of 2002. Ferroelectric random access memory (FRAM) product revenue for the third quarter was $4.6 million, compared with $6.7 million for the third quarter of 2002. Revenue from the company's Mushkin subsidiary totaled $2.6 million, compared with $4.1 million for the same period last year. The company reported $117,000 in license fees during third-quarter 2003, compared with $2.0 million for the third quarter of 2002. "As we anticipated, shipments to Enel, our principal FRAM customer, declined during the quarter due to its strong order activity during the second quarter of 2003," said Ramtron CEO Bill Staunton. "We currently anticipate that Enel will return to its average quarterly shipment rate of over two million units during the fourth quarter. "Non-Enel product revenue increased 10% sequentially during the third quarter," according to Staunton. "With the third-quarter increase, our non- Enel revenue remains on a 45% annual growth trend. We are excited and encouraged by the growing customer demand for our FRAM products in the marketplace." As previously announced, the company completed negotiations with its debenture holders for an EBITDA covenant waiver during the third quarter. The waiver included provisions for periodic principal payments, an extension of the exercise period of the warrants associated with the debentures, and a lower warrant strike price. In return, the debenture holders have waived all EBITDA covenant requirements for the remainder of the year. "We're also pleased with the results of our recent cost-cutting measures, which have reduced operating expenses by approximately $500,000 per quarter," Staunton continued. "Combined with prior expense reductions, we have effectively cut our breakeven point in half over the last 24 months," he said. Page-1 Q3 2003 Highlights: - - Promise Technology Inc. selected the company's FRAM memory for use in its stand-alone RAID (redundant array of inexpensive disks) controllers. Promise Technology, the world's leading manufacturer of IDE/ATA RAID solutions, chose Ramtron's 3-volt, 256-kilobit, FM18L08 for its fast write capability, small footprint and cost effectiveness. - - Introduced and began sampling the first FRAM built using 0.35-micron design rules. The FM25CL04 is a 4-kilobit SPI interface nonvolatile RAM that operates at 3 volts and runs up to 20 MHz, providing fast data access and simplifying the interface to high-performance processors. - - Announced that all 8-pin SOIC FRAM products are available in environmentally friendly "green" packaging. Responding to the industry's drive toward the lead-free packaging of electronic products, Ramtron has removed lead (Pb) from finished packaging as well as brominated, flame- retarding compounds from encapsulants and substrates. Business Outlook: The following statements are based on Ramtron's current expectations. These statements are forward-looking and actual results may differ materially from those set forth in these statements. Ramtron intends to continue its policy of not updating forward-looking statements other than in publicly available documents, even if experience or future changes show that anticipated results or events will not be realized. - - Revenue for the fourth quarter ending December 31, 2003 is currently anticipated to be between $10 million and $11.5 million. Revenue projections are based on, among other things, assumptions that FRAM product orders, including the rate of shipments to Ramtron's principal FRAM customer, Enel, and that revenue from Ramtron's Mushkin subsidiary will conform to management's current expectations. - - Cost of goods sold for the fourth quarter is currently anticipated to be 60% to 65% of product revenues. All other expenses are expected to be between $3.5 million and $4.5 million. Costs and expenses fluctuate over time, primarily due to intermittent, non-recurring engineering charges for the development of new products. Conference Call Ramtron management's teleconference will be held on October 23, 2003, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time) and will be webcast live. A replay of the conference will be available for seven days on Ramtron's website, at www.ramtron.com. Page-2 How to Participate Ramtron Third-Quarter Financial Results Teleconference October 23, 2003 at 2:00 p.m. PT / 5:00 p.m. ET Go to the Investors page of the Ramtron site at www.ramtron.com and click on the teleconference link. From this site, you can listen to the teleconference, assuming that your computer system is configured properly. A telephonic replay will also be available for seven days after the live call at (719) 457-0820, code #150873. Cautionary Statements Except for historical information, the preceding statements contain forward- looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These may be identified by the use of forward-looking words or phrases such as "believe," "expect," "intend," "anticipate," "should," "planned," "estimated," and "potential," among others. These forward-looking statements are inherently difficult to predict and involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, expectations of the business environment in which Ramtron operates; projections of future performance including predictions of future profitability; demand for our products and the products of our principal FRAM customer; anticipated increased demand for our products; the level and timing of orders that we receive and that we can ship in a quarter; levels of inventories at our distributors and other customers; inventory mix and timing of customer orders; the success of our ongoing cost- reduction efforts; our timely introduction of new technologies and products; market acceptance of our new products and those of our customers; maintaining or improving our level of product shipments; our ability to obtain any required financing in a timely manner; the outcome of the ongoing patent litigation with National Semiconductor; and factors not directly related to Ramtron, such as competitive pressures on pricing, market conditions in general, competition, technological progression, product obsolescence, and the changing needs of potential customers and the semiconductor industry in general; and current political conditions and negative trends in the global economy. Ramtron intends to continue its policy of not updating forward- looking statements other than in publicly available documents, even if experience or future changes show that anticipated results or events will not be realized. For a detailed discussion of these and other risk factors, please refer to Ramtron's filings with the Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K and Ramtron's subsequent filings. You can obtain copies of Ramtron's Forms 10-K, 10-Q, 8-K, and any other documents at no charge at the SEC's website (www.sec.gov) or from commercial document retrieval services. Page-3 The financial information in this press release and the attached financials are unaudited and have been prepared from the books and records of the company with the omission of certain information and disclosures normally included in financial statements. Please refer to Ramtron's filings on Forms 10-K and 10-Q and other filings with the SEC for complete information. About Ramtron Ramtron is the world leader in ferroelectric random access memory (FRAM) products -- high-performance nonvolatile memories that merge the benefits of many mainstream memory technologies into a single device. Due to the products' unique advantages, FRAM memory products are expected to revolutionize a variety of electronic consumer and industrial products. Current applications for Ramtron's FRAM memory devices include electronic power meters, automotive systems, smart cards, test instrumentation, factory automation, laser printers, security systems, and other systems that require reliable storage of data without an external power source. For more information about Ramtron and its products, contact: Communications Department, Ramtron International Corporation, 1850 Ramtron Drive, Colorado Springs, Colorado, USA, 80921. Telephone is 800-545-FRAM (3726); FAX is 719- 481-9294; E-mail address is info@ramtron.com. Homepage is http://www.ramtron.com. - financials attached - Page-4 RAMTRON INTERNATIONAL CORPORATION THIRD-QUARTER 2003 FINANCIAL HIGHLIGHTS CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002 (Amounts in thousands, except per-share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 --------- --------- --------- --------- Revenue: Product sales $ 7,252 $ 10,967 $ 27,564 $ 31,303 License and development fees 117 1,996 350 4,812 Royalties 155 238 380 357 Customer-sponsored research and development 396 624 2,325 2,621 --------- --------- --------- --------- 7,920 13,825 30,619 39,093 --------- --------- --------- --------- Costs and expenses: Cost of product sales 4,581 7,547 16,492 21,730 Provision for inventory write-off 30 40 1,311 216 Research and development 2,400 2,627 6,412 8,071 Customer-sponsored research and development 370 496 1,636 1,569 Sales, general and administrative 2,377 2,731 8,074 8,625 Impairment of goodwill -- -- 3,843 -- Impairment of intangible assets -- -- 1,687 -- --------- --------- --------- --------- 9,758 13,441 39,455 40,211 --------- --------- --------- --------- Operating income (loss) (1,838) 384 (8,836) (1,118) Loss on disposition of assets, net (78) (55) (284) (143) Other (379) (176) (952) (417) --------- --------- --------- --------- Net income (loss) $ (2,295) $ 153 $(10,072) $ (1,678) ========= ========= ========= ========= Income (loss) per common share: Net income (loss) $ (2,295) $ 153 $(10,072) $ (1,678) Dividends and accretion of discount on redeemable preferred stock -- (14) -- (96) --------- --------- --------- --------- Net income (loss) applicable to common shares $ (2,295) $ 139 $(10,072) $ (1,774) ========= ========= ========= ========= Net income (loss) per common share - basic and diluted $ (0.10) $ 0.01 $ (0.45) $ (0.08) ========= ========= ========= ========= Weighted average common shares outstanding: Basic 22,148 22,083 22,138 22,082 ========= ========= ========= ========= Diluted 22,148 22,658 22,138 22,082 ========= ========= ========= ========= Page-5 CONSOLIDATED BALANCE SHEETS (Amounts in thousands) (Unaudited) September 30, December 31, 2003 2002 ------------- ------------ ASSETS Cash and cash equivalents $ 3,856 $ 3,222 Accounts receivable, net 4,421 8,981 Inventories, net 5,206 8,952 Property, plant and equipment, net 4,079 4,600 Intangible assets, net 8,085 14,150 Other assets 975 1,037 ------- ------- $26,622 $40,942 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,498 $ 5,960 Accrued liabilities 882 1,147 Deferred revenue 1,038 2,778 Current portion of long-term promissory notes 1,674 -- Long-term debt 3,529 5,728 Long-term deferred revenue 4,641 5,175 Stockholders' equity 10,360 20,154 ------- ------- $26,622 $40,942 ======= ======= Page-6 -----END PRIVACY-ENHANCED MESSAGE-----