EX-99 3 f8kex99-1.txt PRESS RELEASE DATED FEBRUARY 17, 2005 EXHIBIT 99.1 NEWS FOR RELEASE: February 17, 2005, 4 p.m. ET CONTACT: Lee Brown 719-481-7213 lbrown@ramtron.com RAMTRON REPORTS FOURTH-QUARTER AND FULL-YEAR 2004 FINANCIAL RESULTS Company posts highest annual revenue and profits in its history COLORADO SPRINGS, CO - February 17, 2005 - U.S. semiconductor maker Ramtron International Corporation (Nasdaq: RMTR), the leading supplier of nonvolatile ferroelectric random access memory (FRAM) products, today reported its financial results for the fourth quarter and full year ended December 31, 2004. Revenue for the fourth quarter totaled $14.4 million, up 25% from $11.5 million for the same quarter of 2003. Fourth-quarter income from continuing operations was $317,000, or $0.01 per diluted share, compared with income from continuing operations of $932,000, or $0.04 per diluted share, for the same quarter a year earlier. For the full year ended December 31, 2004, Ramtron's revenue increased 44% to $57.8 million from $40.2 million for 2003. Full-year income from continuing operations was $3.9 million, or $0.17 per diluted share, compared with a loss from continuing operations of $4.2 million, or a loss of $0.19 per diluted share, for the prior year. "We are very pleased with our full-year 2004 operating results, which included the highest annual revenue and profits in the company's history," commented Bill Staunton, Ramtron's CEO. "We exceeded the goals that we had set for 2004 and achieved the company's first profitable fiscal year since its inception. Careful management of our operating expenses, the revenue contributions of new products, and outstanding performance by our employees and independent sales teams combined to drive Ramtron's success in 2004. "Our core FRAM product revenue grew 86% during the year," Staunton continued. "These results -- combined with broadening demand for FRAM as a mainstream high-performance nonvolatile memory technology -- bolster our confidence that we will be able to continue growing our non-ENEL, core FRAM product revenue in 2005." Staunton added, "We anticipate that the ENEL business will roll off over the next five quarters, as the program comes to an end, and will be replaced progressively by our growing core FRAM product revenue. Although the first quarter is expected to be challenging, due to a further decline in ENEL sales, we expect improvement in the second quarter and profitability for the full year." ENEL (Ente Nazionale per l'Energia Elettrica SpA, NYSE: EN), a leading utility company in Italy, was Ramtron's principal customer for FRAM products in 2002, 2003 and 2004. Page-1 Full-Year 2004 Highlights: ------------------------- - Twelve-month total FRAM product sales grew 40% over 2003 - Twelve-month core FRAM product sales grew 86% over 2003 - Twelve-month ENEL sales grew 9% over 2003 - FRAM average gross margin increased four percentage points over 2003 to 54% - Seven percent of FRAM revenue in 2004 was generated by new products announced in 2003 or later - Four percent of FRAM revenue in 2004 was generated by Ramtron Processor Companion products - Including 2004 results, the company has maintained a 100% compound annual growth rate (CAGR) for revenue since 2001. Fourth-Quarter FRAM Semiconductor Product Highlights: ---------------------------------------------------- - FRAM product revenue was $8.8 million, down 14% from the prior quarter but up 20% from the year-ago quarter - Gross margin for FRAM semiconductor products was 55%, compared with 54% for the prior quarter and 54% for the year-ago quarter - Core FRAM product sales declined by 8% from the prior quarter to $5.0 million, or 57% of FRAM product revenue; core FRAM product sales were $5.5 million, or 54% of FRAM product revenue, for the third quarter and $3.1 million, or 42% of FRAM product revenue, for the year-ago quarter - Sales to ENEL declined by 20% from the prior quarter to $3.8 million, or 43% of total FRAM product revenue; ENEL sales were $4.7 million, or 46% of FRAM product revenue, for the third quarter and $4.2 million, or 58% of FRAM product revenue, for the fourth quarter of 2003 - Mixed-signal and integrated FRAM product revenue was $187,000, compared with $380,000 from the prior quarter (Ramtron introduced its mixed-signal product line in the fourth quarter of 2003). Fourth-Quarter and Full-Year Mushkin Business Unit Highlights: ------------------------------------------------------------- - Fourth-quarter product revenue from the company's Mushkin business unit was $5.0 million, up 8% from the prior quarter and 34% from a year earlier - Fourth-quarter gross margin for Mushkin products was 13%, compared with 13% for the prior quarter and 18% for the year-ago quarter - Full-year 2004 Mushkin product revenue totaled $18.3 million, up 60% over 2003. 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. Page-2 - Revenue for the first quarter ending March 31, 2005 is currently anticipated to be between $12.0 million and $13.0 million - Gross margin for the first quarter is currently anticipated to be between 34% and 38%; operating expenses are expected to be between $4.4 million and $5.0 million - Other revenue for the first quarter, including license and development fees, royalties and customer-sponsored research and development, is expected to total approximately $500,000 - For full-year 2005, the company expects to record a profit primarily as a result of core FRAM product revenue growth, which is anticipated to increase by 25% to 35% over 2004; 2005 Enel revenue is expected to be between $5.0 million and $6.0 million; revenue for the company's Mushkin subsidiary is anticipated to remain flat - 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 revenue from the company's Mushkin subsidiary -- will conform to management's current expectations and that 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 webcast live and a replay will be available for seven days. How to Participate ------------------ Ramtron Fourth-Quarter and Full-Year 2004 Results Teleconference February 17, 2005 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 #1936224. Cautionary Statements --------------------- Except for historical information, this press release contains forward- looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "should," and "potential," among others. These statements include statements about Ramtron's expected revenue, gross margin and operating expenses for the first quarter of 2005 and core FRAM revenue growth rates for full-year 2005. In addition, statements regarding the anticipation of profitability for full-year 2005, the broadening demand for FRAM products, the ability to grow our core FRAM product revenue, and the potential for our core FRAM product revenue to replace ENEL FRAM product revenue are also forward-looking statements. These forward-looking statements are inherently Page-3 difficult to predict and involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to: general economic conditions and conditions specific to the semiconductor industry; demand for Ramtron's products and the products of ENEL; order cancellations or reduced bookings; product mix; competitive factors such as pricing pressures on existing products and the timing and market acceptance of new product introductions; Ramtron's ability to secure and maintain an appropriate amount of low-cost foundry production capacity from its sole foundry source in a timely manner; our foundry partner's timely ability to successfully manufacture products for Ramtron, our foundry partner's ability to supply increased orders for FRAM products in a timely manner using Ramtron's proprietary technology; any disruptions of Ramtron's foundry or test and assembly contractor relationships; the ability to continue effective cost reductions; currency fluctuations; unexpected design and manufacturing difficulties; the timely development and introduction of new products and processes; and the risk factors listed from time to time in Ramtron's SEC reports, including but not limited to the Annual Report on Form 10-K for the year ended December 31, 2003 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004; June 30, 2004; and September 30, 2004. Copies of Ramtron's Forms 10-K, 10-Q, and 8-K, and any other documents are available at no charge at the SEC's website (www.sec.gov), from commercial document retrieval services, or from the company. All forward-looking statements included in this release are based upon information available to Ramtron as of the date of this release, which may change. 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. The financial information in this press release and the attached financial statements has been prepared from the books and records of the company with the omission of certain information and disclosures normally included in financial statements. About Ramtron ------------- Ramtron International Corporation, headquartered in Colorado Springs, Colorado, is dedicated to the design, development and sale of ferroelectric RAM or FRAM memory products. The company also develops and markets high- performance memory products through its subsidiary, Mushkin Inc. (financial statements attached) Page-4 RAMTRON INTERNATIONAL CORPORATION FOURTH-QUARTER AND FULL-YEAR 2004 FINANCIAL HIGHLIGHTS CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per-share amounts) (unaudited) Three Months Ended Year Ended -------------------- -------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2004 2003 2004 2003 --------- --------- --------- --------- Revenue: Product sales $ 13,819 $ 11,046 $ 55,565 $ 38,039 License and development fees 179 147 717 498 Royalties 183 99 765 480 Customer-sponsored research and development 230 186 781 1,162 --------- --------- --------- --------- 14,411 11,478 57,828 40,179 --------- --------- --------- --------- Costs and expenses: Cost of product sales 8,324 6,425 33,101 22,558 Research and development 1,465 1,009 5,639 5,371 Customer-sponsored research and development 212 164 797 994 Sales, general and administrative 3,785 2,566 13,019 10,301 Impairment of goodwill -- -- -- 3,843 --------- --------- --------- --------- 13,786 10,164 52,556 43,067 --------- --------- --------- --------- Operating income (loss) from continuing operations 625 1,314 5,272 (2,888) Interest expense, related party (81) (144) (410) (486) Interest expense, other (226) (242) (899) (879) Other income, net 18 4 45 26 --------- --------- --------- --------- Income (loss) from continuing operations before income tax provision 336 932 4,008 (4,227) Income tax provision (19) -- (74) -- --------- --------- --------- --------- Income (loss) from continuing operations 317 932 3,934 (4,227) Income (loss) from discontinued operation 20 (365) (332) (5,278) --------- --------- --------- --------- Net income (loss) $ 337 $ 567 $ 3,602 $ (9,505) ========= ========= ========= ========= Page-5 Net income (loss) per common share: Basic: Income (loss) from continuing operations $ (0.01) $ 0.04 $ (0.18) $ (0.19) Loss from discontinued operation -- (0.01) (0.02) (0.24) --------- --------- --------- --------- Total $ 0.01 $ 0.03 $ 0.16 $ (0.43) ========= ========= ========= ========= Diluted: Income (loss) from continuing operations $ 0.01 $ 0.04 $ 0.17 $ (0.19) Loss from discontinued operation -- (0.02) (0.02) (0.24) --------- --------- --------- --------- Total $ (0.01) $ 0.02 $ (0.15) $ (0.43) ========= ========= ========= ========= Weighted average common shares outstanding Basic 22,306 22,182 22,238 22,149 ========= ========= ========= ========= Diluted 23,517 22,714 23,528 22,149 ========= ========= ========= ========= Page-6 RAMTRON INTERNATIONAL CORPORATION YEAR-END 2004 AND 2003 FINANCIAL HIGHLIGHTS CONSOLIDATED BALANCE SHEETS (Amounts in thousands) (unaudited) December 31, December 31, 2004 2003 ------------ ------------ ASSETS Cash and cash equivalents $ 6,603 $ 5,303 Accounts receivable, net 8,606 5,981 Inventories 5,769 4,650 Property, plant and equipment, net 3,991 3,897 Intangible assets, net 7,817 6,193 Other assets 867 907 Assets of discontinued operation -- 2,714 ------- ------- $33,653 $29,645 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 3,765 $ 3,913 Accrued liabilities 2,957 1,041 Deferred revenue 1,350 1,395 Current maturities of long-term debt 250 2,147 Liabilities of discontinued operation 239 1,418 Long-term deferred revenue 4,986 6,020 Long-term debt 4,914 2,669 Stockholders' equity 15,192 11,042 ------- ------- $33,653 $29,645 ======= ======= Page-7