Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Apr. 30, 2015 | Sep. 09, 2015 | Oct. 31, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | Dataram Corporation | ||
Entity Central Index Key | 27,093 | ||
Document Type | 10-K/A | ||
Document Period End Date | Apr. 30, 2015 | ||
Amendment Flag | true | ||
Amendment Description | Financials for 2014 were re-audited. | ||
Current Fiscal Year End Date | --04-30 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 5,303,126 | ||
Entity Common Stock, Shares Outstanding | 3,323,414 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 327,000 | $ 258,000 |
Accounts receivable, less allowance for doubtful accounts and sales returns of $140 at April 30, 2015 and $220 at April 30, 2014 | 2,171,000 | 3,663,000 |
Inventories: | ||
Raw materials | 911,000 | 1,576,000 |
Work in process | 2,000 | 64,000 |
Finished goods | 1,176,000 | 651,000 |
Inventory | 2,089,000 | 2,291,000 |
Other current assets | 69,000 | 7,000 |
Total current assets | 4,656,000 | 6,219,000 |
Property and equipment: | ||
Machinery and equipment | 479,000 | 451,000 |
Leasehold improvements | 609,000 | 608,000 |
Property and equipment, gross | 1,088,000 | 1,059,000 |
Less: accumulated depreciation and amortization | 967,000 | 840,000 |
Net property and equipment | 121,000 | 219,000 |
Other assets | 50,000 | $ 51,000 |
Capitalized software development costs | 365,000 | |
Goodwill | 1,083,000 | $ 1,083,000 |
Total assets | 6,275,000 | 7,572,000 |
Current liabilities: | ||
Note payable-revolving credit line | 2,109,000 | 2,970,000 |
Accounts payable | 880,000 | 1,438,000 |
Accrued liabilities | 282,000 | $ 929,000 |
Convertible notes payable, net of discount | 600,000 | |
Convertible notes payable related parties, net of discount | 108,000 | |
Total current liabilities | 3,979,000 | $ 5,337,000 |
Other liabilities - related parties | 179,000 | 250,000 |
Total liabilities | 4,158,000 | $ 5,587,000 |
Stockholders' equity: | ||
Preferred Stock, par value $.01 per share. Authorized 1,300,000 share and 626,600 shares outstanding at April 30, 2015 | 1,857,000 | |
Common stock, par value $1.00 per share. Authorized 54,000,000 shares and 2,776,012 issued and outstanding at April 30, 2015 and 2,410,512 issued and outstanding on April 30, 2014 | 2,776,000 | $ 2,411,000 |
Additional paid-in capital | 21,864,000 | 20,236,000 |
Accumulated deficit | (24,491,000) | $ (20,662,000) |
Shares to be issued | 111,000 | |
Total stockholders' equity | 2,117,000 | $ 1,985,000 |
Total liabilities and stockholders' equity | $ 6,275,000 | $ 7,572,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts and sales returns | $ 220,000 | $ 220,000 |
Preferred stock, par value | $ 0.01 | |
Preferred stock, authorized shares | 1,300,000 | |
Preferred stock, outstanding shares | 626,600 | |
Common stock, par value | $ 1 | $ 1 |
Common stock, authorized shares | 54,000,000 | 54,000,000 |
Common stock, issued shares | 2,410,512 | |
Common stock, outstanding shares | 2,410,512 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Income Statement [Abstract] | ||
Revenues | $ 28,258,000 | $ 30,399,000 |
Costs and expenses: | ||
Cost of sales | 24,068,000 | 24,353,000 |
Engineering | 768,000 | 1,186,000 |
Selling, general and administrative | 6,171,000 | 7,178,000 |
Total costs and expenses | 31,007,000 | 32,717,000 |
Loss from operations | $ (2,749,000) | $ (2,318,000) |
Other income (expense): | ||
Interest income | ||
Interest expense | $ 1,001,000 | $ 306,000 |
Currency gain (loss) | (76,000) | 18,000 |
Total other income (expense) | (1,077,000) | (288,000) |
Loss before income tax expenses | (3,826,000) | (2,606,000) |
Income tax expense | 3,000 | 3,000 |
Net loss | (3,829,000) | $ (2,609,000) |
Less preferred stock dividends | 1,759,000 | |
Net loss allocated to common shareholders | $ (5,588,000) | $ (2,609,000) |
Net loss per common share | ||
Basic | $ (2.20) | $ (1.30) |
Diluted | $ (2.20) | $ (1.30) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (3,829,000) | $ (2,609,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 127,000 | 300,000 |
Bad debt expense | 50,000 | 186,000 |
Stock-based compensation expense | 14,000 | 43,000 |
Amortization of deferred gain in sale leaseback | $ (71,000) | |
Gain on sale of property and equipment | $ (139,000) | |
Impairment of goodwill | ||
Amortization of debt discount | $ 750,000 | |
Changes in assets and liabilities: | ||
Decrease (increase) in accounts and notes receivable | 1,442,000 | $ (689,000) |
Decrease in inventories | 202,000 | 612,000 |
Decrease (increase) in other current assets | (62,000) | 74,000 |
Decrease in other assets | 1,000 | 5,000 |
Increase (decrease) in accounts payable | (558,000) | 491,000 |
Increase (decrease) in accrued liabilities | (647,000) | 172,000 |
Net cash used in operating activities | (2,581,000) | $ (1,554,000) |
Cash flows from investing activities: | ||
Additions to property and equipment | (29,000) | |
Software development costs | $ (365,000) | |
Proceeds from sale of property and equipment | $ 500,000 | |
Net cash provided by (used in) investing activities | $ (394,000) | 500,000 |
Cash flows from financing activities: | ||
Net borrowings (repayments) under revolving credit line | (861,000) | $ 1,094,000 |
Proceeds from issuance of notes and warrants | 750,000 | |
Repayment of convertible notes | 42,000 | |
Net proceeds from sale of preferred shares | $ 2,832,000 | |
Payment of related party note payable | $ (1,667,000) | |
Net proceeds from sale of common stock | $ 365,000 | 1,561,000 |
Net cash provided by financing activities | 3,044,000 | 988,000 |
Net (decrease) increase in cash and cash equivalents | 69,000 | (66,000) |
Cash and cash equivalents at beginning of year | 258,000 | |
Cash and cash equivalents at end of year | 327,000 | $ 258,000 |
Supplemental disclosure of non-cash financing activities: | ||
Debt discount on convertible notes payable | 750,000 | |
Non-cash preferred stock dividends | 1,759,000 | |
Supplemental disclosures of cash flow information: | ||
Cash paid during the period for interest | 251,000 | $ 324,000 |
Cash paid during the period for income taxes | $ 3,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock Purchase Agreement | Preferred Stock | Shares to be Issued | Additional paid-in capital | Accumulated deficit | Total |
Beginning balance at Apr. 30, 2013 | $ 1,755,000 | $ 19,288,000 | $ (18,053,000) | $ 2,990,000 | ||
Net loss | (2,609,000) | (2,609,000) | ||||
Stock based compensation expense | 43,000 | 43,000 | ||||
Issuance of shares under registered direct offering | 656,000 | 905,000 | 1,561,000 | |||
Ending balance at Apr. 30, 2014 | 2,411,000 | 20,236,000 | (20,662,000) | 1,985,000 | ||
Net loss | (3,829,000) | (3,829,000) | ||||
Fair value detachable warrants | 562,000 | 562,000 | ||||
Beneficial conversion feature of convertible notes payable | 188,000 | 188,000 | ||||
Common shares issued in connection with sales of preferred stock | 182,000 | (182,000) | ||||
Common shares issued | 183,000 | 183,000 | ||||
Preferred shares issued | $ 1,857,000 | 974,000 | ||||
Non-cash preferred stock dividend | $ 111,000 | (111,000) | ||||
Ending balance at Apr. 30, 2015 | $ 2,776,000 | $ 1,857,000 | $ 111,000 | $ 21,864,000 | $ (24,491,000) | $ 2,117,000 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 12 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Significant Accounting Policies | (1) Description of Business and Significant Accounting Policies Since 1967, Dataram Corporation (Dataram or the Company) has been a leading independent manufacturer of memory products and provider of performance solutions. The Company provides customized memory solutions for original equipment manufacturers (OEMs) and compatible memory for leading brands including Cisco, Dell, Fujitsu, HP, IBM, Lenovo and Oracle as well as a line of memory products for Intel and AMD motherboard based servers. Dataram manufactures its memory in-house to meet three key criteria - quality, compatibility, and selection - and tests its memory for performance and original equipment manufacturer (OEM) compatibility as part of the production process. With memory designed for over 50,000 systems and with products that range from energy-efficient DDR4 modules to legacy SDR offerings, Dataram offers one of the most complete portfolios in the industry. Backed by in-depth quality test programs, nearly fifty years of manufacturing expertise, and a limited lifetime warranty, Dataram memory products are built to last. The company is a CMTL Premier Participant and ISO 9001 (2008 Certified). Its products are fully compliant with JEDEC Specifications. Datarams customers include an international network of distributors, resellers, retailers, OEM customers and end users. Dataram competes with several other large independent memory manufacturers and the OEMs noted above. The primary raw material used in producing memory boards is dynamic random access memory (DRAM) chips. The purchase cost of DRAMs is the largest single component of the total cost of a finished memory board. Consequently, average selling prices for computer memory boards are significantly dependent on the pricing and availability of DRAM chips. Liquidity and Basis of Presentation The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the fiscal years ended April 30, 2015 and 2014, the Company incurred losses in the amounts of approximately $3,829,000 and $2,609,000, respectively. Net cash used in operating activities totaled approximately $2,581,000 and $1,554,000, for the fiscal years ended April 30, 2015 and 2014, respectively. Our continuation as a going concern is dependent upon obtaining the additional working capital necessary to sustain our operations. Our future is dependent upon our ability to obtain financing, raise capital through the sales of equity and or debt securities and upon future profitable operations. There is no assurance that our current operations will be profitable or we will raise sufficient funds to continue operating. The Company continues to seek out opportunities to trim overhead expenses to meet revenues. If current and projected revenue growth does not meet estimates, the Company may continue to choose to raise additional capital through debt and/or equity transactions, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. Currently, the Company does not have any commitments or assurances for additional capital, nor can the Company provide assurance that such financing will be available to it on favorable terms, or at all. These factors raise doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence. Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash and money market accounts. To the extent that t he Companys cash deposits exceed FDIC insurance limits they are uninsured Accounts Receivable Accounts receivable consist of the following: April 30, April 30, Trade receivables $ 2,151,000 $ 3,758,000 VAT receivable 160,000 125,000 Allowance for doubtful accounts and sales returns (140,000 ) (220,000 ) $ 2,171,000 $ 3,663,000 Bad debt expense in the fiscal year ended April 30, 2015 was approximately $50,000 compared to $186,000 in fiscal year ended April 30, 2014. As disclosed in Note 2, the Company wrote off approximately $162,000 note receivable Shoreline Capital Management Ltd in fiscal 2014s second quarter. Inventories Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or market, with cost determined by the first-in, first-out method. Management provides a reserve against inventory for known or expected inventory obsolescence. The reserve is determined by specific review of inventory items for product age and quality which may affect salability. Property and Equipment Property and equipment is recorded at cost. Depreciation is computed on the straight-line basis. Depreciation and amortization rates are based on the estimated useful lives, which range from two to five years for machinery and equipment and five to six years for leasehold improvements. When property or equipment is retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed from the accounts. Depreciation and amortization expense related to property and equipment for the fiscal years ended April 30, 2015 and 2014 totaled $127,000 and $167,000, respectively. Repair and maintenance costs are charged to operations as incurred. Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less cost to sell, and no longer depreciated. The Company considers various valuation factors, principally undiscounted cash flows, to assess the fair values of long-lived assets. Goodwill and Intangible Assets Goodwill Goodwill The carrying value of goodwill is not amortized, but is tested annually as of March 31 as well as whenever events or changes in circumstances indicate that the carrying amount may not be recoverable using a two-step process. As of April 30, 2015, management has concluded that no impairment of goodwill is required. The following table outlines the changes in goodwill for the year ended April 30, 2015: 2015 2014 Opening balance May 1 $ 1,083,000 $ 1,083,000 Contingent purchase price Impairment charge Goodwill balance April 30 $ 1,083,000 $ 1,083,000 Intangible Assets: Intangible assets with determinable lives, other than customer relationships, are amortized on a straight-line basis over their estimated period of benefit, ranging from four to five years. Customer relationships are amortized over a two-year period at a rate of 65% of the gross value acquired in the first year subsequent to their acquisition and 35% of the gross value acquired in the second year. The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. The Company estimates that it has no significant residual value related to its intangible assets. Intangible assets amortization expense was $nil for fiscal year ended April 30, 2015, $133,000 for fiscal year ended April 30, 2014. As of April 30, 2015, the components of finite-lived intangible assets acquired are as follows: As of April 30, 2015 the components of finite-lived intangible assets acquired were as follows: Gross Weighted Net Carrying Average Accumulated Carrying Amount Life Amortization Amount Customer relationships $ 758,000 2 Years $ 758,000 $ 0 Trade names 733,000 5 Years 733,000 0 Non-compete agreement 68,000 4 Years 68,000 0 $ 1,559,000 $ 1,559,000 $ 0 Fair Value of Financial Instruments: Fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals. Level 3: Unobservable inputs that reflect the reporting entitys own assumptions, as there is little, if any, related market activity. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following table sets forth the assets and liabilities measured at fair value on a nonrecurring basis, by input level, in the consolidated balance sheets at April 30, 2015: Quoted Total Prices in Reduction Active Markets for Significant Other Significant in Fair value Balance Sheet Identical Assets or Observable Inputs Unobservable April 30, 2015 Recorded as of Location Liabilities (Level 1) (Level 2) Inputs (Level 3) Total April 30, 2015 Assets: Goodwill $ $ $ 1,083,000 $ 1,083,000 $ Convertible notes payable, net of discount $ $ 708,000 $ $ 708,000 $ Preferred stock $ $ 1,857,000 $ $ 1,857,000 $ Revenue Recognition Revenue is recognized when title passes upon shipment of goods to customers. The Companys revenue earning activities involve delivering or producing goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. Engineering and Research and Development Research and development costs are expensed as incurred, including Company-sponsored research and development and costs of patents and other intellectual property that have no alternative future use when acquired and in which we had an uncertainty of receiving future economic benefits. Development costs of a computer software product to be sold, leased, or otherwise marketed are subject to capitalization beginning when a products technological feasibility has been established and ending when a product is available for general release to customers. Technological feasibility of a computer software product is established when all planning, designing, coding and testing activities that are necessary to establish that the product can be produced to meet its design specifications (including functions, features and technical performance requirements) are completed. The Company has capitalized approximately $365,000 of cost related to the maintenance and development of our RAMDisk product in the fiscal year ended April 30, 2015. Advertising Advertising is expensed as incurred and amounted to $89,000 and $139,000 in the fiscal years ended April 30, 2015 and 2014, respectively. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes in accordance with the provisions of the Expenses Income Taxes Topic of the FASB ASC. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company considers certain tax planning strategies in its assessment as to the recoverability of its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that the tax rate changes. The Company recognizes, in its consolidated financial statements, the impact of a tax position, if that position is more likely than not to be sustained on audit, based on the technical merits of the position. There are no material unrecognized tax positions in the financial statements. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents in financial institutions and brokerage accounts. To the extent that such deposits exceed the maximum insurance levels, they are uninsured. The Company performs ongoing evaluations of its customers financial condition, as well as general economic conditions and, generally, requires no collateral from its customers. At April 30, 2015 and 2014, amounts due from one customer totaled approximately 16% and 30%, respectively, of accounts receivable. In fiscal years ended April 30, 2015 and 2014, the Company had sales to one customer that accounted for approximately 20% and 15%, respectively, of revenues. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated in a manner consistent with basic net income (loss) per share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding (using the treasury stock method). The following presents a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share. Year ended April 30, 2015 Loss Shares Per share (numerator) (denominator) amount Basic net loss per share-net loss and weighted average common shares outstanding $ (5,588,000 ) 2,538,511 $ (2.20 ) Effect of dilutive securities-stock options Diluted net loss per share-net loss, weighted average common shares outstanding and effect of stock options $ (5,588,000 ) 2,538,511 $ (2.20 ) Year ended April 30, 2014 Loss Shares Per share (numerator) (denominator) amount Basic net loss per share-net loss and weighted average common shares outstanding $ (2,609,000 ) 1,999,856 $ (1.30 ) Effect of dilutive securities-stock options Diluted net loss per share -net loss weighted average common shares outstanding and effect of stock options $ (2,609,000 ) 1,999,856 $ (1.30 ) Diluted net loss per common share does not include the effect of options to purchase 134,079 and 272,580 shares of Common Stock for the years ended April 30, 2015 and 2014, respectively, because they are anti-dilutive. Diluted net loss per common share for the years ended April 30, 2015 and 2014 also does not include the effect of warrants to purchase 3,358,275 and 485,775 shares, respectively, because they are anti-dilutive. Product Warranty The majority of the Companys products are intended for single use; therefore, the Company requires limited product warranty accruals. The Company accrues estimated product warranty cost at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated. Balance Charges to Balance Beginning Costs and End of Year Expenses Deductions of Year Year Ended April 30, 2015 $ 69,000 $ 11,000 $ (70,000 ) $ 10,000 Year Ended April 30, 2014 $ 69,000 $ 9,000 $ (9,000 ) $ 69,000 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of the more significant estimates made by management include the allowance for doubtful accounts and sales returns, the deferred income tax asset valuation allowance and other operating allowances and accruals. Actual results could differ from those estimates. Stock-Based Compensation At April 30, 2015, the Company has stock-based employee and director compensation plans, which are described more fully in Note 6. New shares of the Companys Common Stock are issued upon exercise of stock options. The accounting for transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments are accounted for using a fair value-based method with a recognition of an expense for compensation cost related to share-based payment arrangements, including stock options and employee stock purchase plans. The Companys consolidated statement of operations for fiscal year ended April 30, 2015 includes $14,000 of stock based compensation expense. Stock based compensation expense is recognized in the results of operations on a ratable basis over the vesting periods. These stock option grants have been classified as equity instruments, and as such, a corresponding increase has been reflected in additional paid-in capital in the accompanying balance sheet as of April 30, 2015. In fiscal 2014, stock-based compensation expense totaled $43,000. A corresponding increase is reflected in additional paid-in capital for these years. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model. A summary of option activity for the fiscal year ended April 30, 2015 is as follows: Weighted Weighted average Aggregate average remaining Intrinsic Shares exercise price contractual life Value(1) Balance April 30, 2014 264,244 $ 12.42 4.46 $ 6,250 Granted $ Exercised Expired (138,498 ) $ 16.00 Balance April 30, 2015 125,746 $ 8.48 3.59 $ Exercisable April 30, 2015 125,746 $ 8.48 3.59 $ Vested April 30, 2015 125,746 $ 8.48 3.59 $ (1) These amounts represent the difference between the exercise price and the closing price of Dataram Common Stock as of the end of the reporting period, $2.17 on April 30, 2015 as reported on the NASDAQ Stock Markets. There are no in-the-money options outstanding at April 30, 2015. During fiscal 2015, 12,500 options completed vesting. As of April 30, 2015, all compensation expense related to stock options was recognized. At April 30, 2015, 258,333 shares were authorized for future grant under the Companys stock option plans. |
Financing Agreements
Financing Agreements | 12 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Financing Agreements | (2) Financing Agreements The Company amended and restated its Note and Security Agreement with Mr. Sheerr as of October 31, 2013; the Company sold certain equipment and furniture for a purchase price of $500,000 under a sale leaseback transaction to Mr. Sheerr. The Company used the proceeds of the purchase price received from Mr. Sheerr to reduce the remaining principal amount of the original loan by an amount equal to $500,000. The principal amount was reduced to approximately $966,667 at October 31, 2013. The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. Principal was payable in 29 equal monthly installments of $33,333, beginning on November 15, 2013 and subsequently on the 15th day of each month thereafter, until paid in full. On April 30, 2014 the note was paid in full. Interest expense recorded for the Note in the fiscal year ended April 30, 2014 was approximately $122,000. As of October 31, 2013, the Company also entered into an agreement with Mr. Sheerr to leaseback the aforementioned equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately $139,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining approximately $322,000 in proportion to the related gross rental charged to expense over the term of the lease, 60 months. The current portion of $72,000 deferred gain is reflected in accrued liabilities and the long term portion of $250,000 is reflected in other liabilities long term in the consolidated balance sheet as of April 30, 2014. On July 30, 2012, a Convertible Senior Promissory Note was executed by and between Shoreline Memory, Inc. (Shoreline) and the Company whereby the Company could lend up to $1,500,000 to Shoreline in exchange for interest payments at prime plus 3.0% and the right to convert the amount outstanding into Common Stock of Shoreline on or before its maturity date. Each time the Company advanced money under the note, the Company was granted 1% of the outstanding Common Stock of Shoreline for every $100,000 advanced up to a maximum of 15%. This was in addition to the 15% allowable under the conversion of the note and the warrant to acquire 30% of Shoreline Common Stock. The conversion is at the rate of 1% of the outstanding Common Stock for each $100,000 converted up to a maximum of 15%. This note had a maturity date of three years and at such time Shoreline would have had to repay the note or the Company would have had to convert the note into Common Stock. The note was secured by all the assets of Shoreline and Shoreline Capital Management Ltd. (Shoreline Capital) as guarantor. Also executed with the note was a warrant to purchase 30% of the outstanding Common Stock of Shoreline at the time of exercise and the warrant expires sixty days after the third anniversary of the closing of the transaction. The warrant prescribed a formula to determine the price per share at the time of exercise. If all the amounts under the note were advanced and converted and the full warrant was exercised, the Company would have owned 60% of the outstanding Common Stock of Shoreline. The note was executed simultaneously with a Master Services Agreement which details the parameters under which the Company and Shoreline would have fulfilled orders from Shorelines primary customer. On July 31, 2012, the Company advanced $375,000 under the note and an additional $375,000 on August 1, 2012. The purpose of the loan was to fund startup expenses and to prepay initial orders. On February 19, 2013, the Company received $50,000 from Shoreline and, on February 22, 2013, the Company received an additional $200,000 from Shoreline as a partial repayment of their loan. On March 27, 2013, the Company reached an agreement to terminate its relationship with Shoreline. At closing, the Company received an additional $225,000 as a partial repayment of the loan in connection with the termination of all agreements with Shoreline. The promissory note bears interest at the rate of 6% and is guaranteed by Shoreline Memory, Inc., Shoreline Capital Management Ltd and Trevor Folk. All agreements with Shoreline have been terminated with the exception of the amended and restated promissory note. The remaining $275,000 was scheduled to be repaid in accordance with the amended and restated promissory note on July 31, 2013. Shoreline Memory defaulted on the note. The Company fully reserved the $275,000 balance on the amended and restated promissory note at July 31, 2013. During fiscal 2014s second quarter the Company agreed to settle the amount due on the defaulted note for approximately $162,000. The funds were received in escrow on October 31, 2013 and forwarded to the Company on November 1, 2013. On November 6, 2013, the Company entered into a new financing agreement (the Financing Agreement) with Rosenthal & Rosenthal, Inc. to replace the existing loan agreement. The Financing Agreement provides for a revolving loan with a maximum borrowing capacity of $3,500,000. The loans under the Financing Agreement mature on November 30, 2016 unless such Financing Agreement is either earlier terminated or renewed. Loans outstanding under the Financing Agreement bear interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the Effective Rate) or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. On April 29, 2014, the Company entered into an amendment (the "Amendment") to the Financing Agreement. The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods. The maximum borrowing capacity remains at $3,500,000. The weighted average interest rate on amounts borrowed under these agreements at April 30, 2015 and 2014 was 8.5% and 9.4%, respectively. The average dollar amounts borrowed under these agreements for the fiscal years ended April 30, 2015and 2014 were $3,091,000 and $3,327,000, respectively. |
Securities Purchase Agreement
Securities Purchase Agreement | 12 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Securities Purchase Agreement | (3) Securities Purchase Agreement On September 18, 2013, the Company and certain investors entered into a securities purchase agreement (the Purchase Agreement) in connection with the offering, pursuant to which the Company agreed to sell an aggregate of 350,931 shares of its common stock and warrants to purchase a total of 350,931 shares of its common stock to such investors for aggregate net proceeds, after deducting fees to the Placement Agent and other estimated offering expenses payable by the Company, of approximately $807,000. The common stock and warrants were sold in fixed combinations, with each combination consisting of one share of common stock and one warrant, with each warrant exercisable for one share of common stock. The purchase price was $2.30 per fixed combination. On September 23, 2013 the offering of 350,000 shares and warrants was closed with net proceeds to the Company of approximately $695,491 after accounting for all expenses of the offering. The exercise price of the warrants is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Common Stock. After the one year anniversary of the initial exercise date of the warrants, the Company had the right to call the warrants for cancellation for $.001 per share in the event that the volume weighted average price of the Common Stock for 20 consecutive trading days exceeds $10.00. On March 20, 2014, the Company and certain investors entered into a common stock purchase agreement (the Purchase Agreement) in connection with the offering, pursuant to which the Company agreed to sell an aggregate of 219,754 shares of its common stock to such investors for aggregate proceeds, after deducting fees to the Placement Agent and other estimated offering expenses payable by the Company, of approximately $559,000. The purchase price was $3.00 per share. On March 20, 2014, holders of warrants issued in connection with the sale of common stock on September 18, 2013, exercised 86,100 of those warrants at the exercise price of $3.50 per share resulting in net proceeds of approximately $306,350. The exercise of these warrants resulted in the issuance of 86,100 shares of the Companys common stock. On July 15, 2014, the Company entered into the Purchase Agreement governing the issuance of $750,000 aggregate principal amount of Bridge Notes and Bridge Warrants. The Bridge Notes and Bridge Warrants were issued on July 15, 2014. The Company issued $600,000 aggregate principal amount of the Bridge Notes to certain Institutional investors and $150,000 aggregate principal amount of the Bridge Notes to certain members of Management. The Bridge Notes, the initial maturity date of which was October 15, 2014 (which was subject to a three-month extension at the option of the holders that occurred; see below), are convertible into shares of the Companys common stock. The initial conversion price for Institutional Investors is $2.50 per share (which was subsequently reduced; see below), and the initial conversion price for Management is equal to the closing price of the Companys common stock on the closing date of the Purchase Agreement, $2.94. The Bridge Notes are secured obligations of the Company and bear interest at a rate of 8% per year. The Bridge Warrants are exercisable for five years after the closing date of the Purchase Agreement, or July 15, 2019. For each $1,000 of principal amount of Bridge Notes, the holder received 1,200 Bridge Warrants, each exercisable for the purchase of one share of the Companys common stock. Each holder is entitled to exercise one-third of all Bridge Warrants received at an exercise price of $3.00, one-third of all Bridge Warrants received at an exercise price of $3.50, and one-third of all Bridge Warrants received at an exercise price that is equal to the closing price on the closing date of the Purchase Agreement, $2.94. Pursuant to the terms of the Purchase Agreement, the Company has agreed to register for re-sale the shares underlying the Bridge Notes and the Bridge Warrants. On October 15, 2014, the original maturity date of the Bridge Notes, the maturity date of the Bridge Notes was extended to January 15, 2015 for all holders of the Bridge Notes. On November 17, 2014 the Company closed the sale of 600,000 shares of its Series A Stock, which resulted in the reduction of the conversion price of the Bridge Notes held by the institutional investors to $2.00 from $2.50 to equal the conversion price of the Series A Preferred Stock (see below). In addition, two additional 90-day extensions were provided to the institutional investors, which could extend the final maturity date to July 15, 2015. The extensions expired on January 15, 2015 and at the quarter ended January 31, 2015 the Bridge Notes were in default. The Company paid off approximately $42,500 of the notes and received extensions from all Bridge note holders except for one holder of an $80,000 Bridge Note, which extend the maturity date to January 15, 2016 from the Bridge Note holders prior to this filing. The Company continues to accrue interest on the Bridges Notes. In the event the Bridge Notes are converted to equity, their incremental fair value will be recognized in the consolidated statement of operations. The Company has also advised Rosenthal and Rosenthal, Inc. of the default on the Bridge Notes which is a default under our finance agreement. The pricing model the Company used for determining fair values of the Bridge Warrants is the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.26% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Bridge Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 100% was calculated using the daily closing price over a five-year period of the Companys Common Stock. The value of the Bridge Warrants was derived and used as a basis to allocate the proceeds received between the Bridge Warrants and Bridge Notes. The proportionate value ascribed to the Bridge Warrants amounted to approximately $562,000 and was reflected as a discount on notes payable. Further the Company estimated a value of beneficial conversion feature of approximately $188,000 (limited to the amount of proceeds allocated to the notes payable) and reflected such as an additional discount on the bridge notes. The discount on notes payable is being amortized using the straight line amortization over ninety days. This resulted in a non-cash interest charge of approximately $617,000 in the quarter ended October 31, 2014 and approximately $133,000 in this years fiscal first quarter ended July 31, 2014. On October 15, 2014, the original maturity date of the Bridge Notes, the maturity date of the Bridge Notes was extended to January 15, 2015 for all holders of the Bridge Notes. On November 12, 2014 the Company closed the sale of 600,000 shares of its Series A Preferred Stock, which resulted in the reduction of the conversion price of the Bridge Notes held by the institutional investors to $2.00 from $2.50 to equal the conversion price of the Series A Preferred Stock (see below). In addition, two additional 90 extensions were provided to the institutional investors, which could extend the final maturity date to July 15, 2015. On November 12, 2014, the Company completed a private placement of 600,000 shares of its Series A Preferred Stock (Series A Stock) together with Warrants to purchase shares of its common stock (Preferred Warrant) at a price of $5.00 per share, in accordance with the Series A Preferred Stock Purchase Agreement dated October 20, 2014 (the Purchase Agreement). The net proceeds to the Company from the sale of the Series A Stock and Preferred Warrant, after deducting the estimated offering expenses incurred by the Company were approximately $2,700,000. At any time from November 17, 2014, the date of Closing, and prior to October 20, 2019 (the Put/Call Exercise Period), and the investors may exercise a right to purchase and require the Company to sell up to an additional 700,000 shares of Series A Stock. If the investors have not exercised this right during the Put/Call Exercise Period, the Company may exercise a right to cause and require the investors to purchase up to an additional 700,000 shares of Series A Stock, for an aggregate purchase price of $3,500,000. Holders of the Series A Stock shall initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares of the Companys common stock obtained by dividing the stated value of each share of Series A ($5.00) by $2.00. For each share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Companys common stock at an exercise price of $2.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing. The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise, the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Companys Common Stock. The Holders of the Series A Stock will receive preferential cumulative dividends at the rate of 8% per annum (equivalent to a fixed annual payment of $0.40 per share). The dividends are payable in shares of common stock and shall be valued at the weighted average price of the Companys common stock over the ten (10) consecutive trading days ended on the second trading day immediately before the payment date. The company also issued 182,500 common shares and 90,000 warrants for common shares in exchange for professional services and fees related to the sale of the Series A Stock. The fair value of the warrants is recorded as a simultaneous increase and decrease to additional paid in capital and is therefore not presented on the consolidated statement of stockholders equity. The fair value of the common shares is presented as a charge to APIC, with a corresponding increase to common stock related to the par value of the shares issued. The proceeds from the private placement were allocated between the Series A Stock, warrants and the put/call feature based upon their relative fair values. The fair value of the preferred stock was determined utilizing the as converted method as the prominent feature driving the value of the instrument was deemed to be underlying value of the common stock to which the instrument was convertible into. Fair value of the warrants was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.64% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 93% was calculated using the daily closing price over a five year period of the Companys Common Stock. The warrants have a strike price of $2.50 and are exercisable for a period of 5 years. Fair value of the put and call was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.64% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Put/Call. Expected dividend yield assumes the contracted rate of 8%. Expected volatility of approximately 93% was calculated using the daily closing price over a five year period of the Companys Common Stock. The Put/Call has a strike price of $5.00 and is exercisable for a period of approximately 5 years. The fair value of the underlying preferred shares was based on the as converted value of the underlying common shares which was approximately $5.58 as of the issuance date. Post allocation of proceeds, the Company evaluated the embedded conversion feature within the Series A stock and determined that based upon its effective conversion rate that a beneficial conversion feature existed and required recognition. Such beneficial conversion feature was measured as the intrinsic value between the market price of the common stock on the commitment date and the effective conversion rate of the instrument and amounted to $1,568,000. Given the Preferred A Stock does not have a stated redemption date, this entire discount was immediately recognized as a non-cash dividend. Such dividend was recognized as a reduction to additional paid in capital due to the retained deficit position of the company. Accordingly, the recognition of the beneficial conversion feature resulted in a simultaneous increase and decrease to APIC for $1,568,000 and is therefore not presented on the consolidated statement of stockholders equity. On February 2, 2015, the Company completed a private placement of 26,600 shares of its Series A Stock together with Preferred Warrants to purchase shares of its common stock at a price of $5.00 per share, in accordance with the Purchase Agreement. The net proceeds to the Company from the sale of the Series A Stock and Preferred Warrant were approximately $133,000. The proceeds from the private placement were allocated between the Series A Stock and the warrants based upon their relative fair values. The fair value of the preferred stock was determined utilizing the as converted method as the prominent feature driving the value of the instrument was deemed to be underlying value of the common stock to which the instrument was convertible into. Fair value of the warrants was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.19% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 90.5% was calculated using the daily closing price over a five year period of the Companys Common Stock. The warrants have a strike price of $2.50 and are exercisable for a period of 5 years. Post allocation of proceeds, the Company evaluated the embedded conversion feature within the Series A stock and determined that based upon its effective conversion rate that a beneficial conversion feature existed and required recognition. Such beneficial conversion feature was measured as the intrinsic value between the market price of the common stock on the commitment date and the effective conversion rate of the instrument and amounted to $78,700. Given the Preferred A Stock does not have a stated redemption date, this entire discount was immediately recognized as a non-cash dividend. Such dividend was recognized as a reduction to additional paid in capital due to the retained deficit position of the company. Accordingly, the recognition of the beneficial conversion feature resulted in a simultaneous increase and decrease to APIC for $78,700 and is therefore not presented on the consolidated statement of stockholders equity. On February 2, 2015, the Company issued and sold an aggregate of 183,000 restricted shares of its common stock at a price of $2.00 per share and five-year warrants to purchase an additional 316,000 shares with an exercise price of $2.50 per share, of which 50,000 shares were purchased by David A Moylan the Companys CEO. The net proceeds to the Company from the sale of the restricted common stock and warrants (exclusive of any exercise thereof) were approximately $365,000. Fair value of the warrants was determined using the Black-Scholes Pricing Model. The model uses market-sourced inputs such as interest rates, dividend yields, market prices and volatilities. The risk-free interest rate used of 1.19% is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected life of the Warrants. Expected dividend yield assumes the current dividend rate of zero. Expected volatility of approximately 90.5% was calculated using the daily closing price over a five year period of the Companys Common Stock. The warrants have a strike price of $2.50 and are exercisable for a period of 5 years. The warrants have been recognized through a simultaneous increase and decrease to APIC for approximately $215,000 and is therefore not presented on the consolidated statement of stockholders equity. At April 30, 2015 the Company had 3,358,275 warrants outstanding with exercise prices between $13.56 and $2.00. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Apr. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions | (4) Related Party Transactions During the fiscal years ended April 30, 2015 and 2014, the Company purchased inventories for resale totaling approximately $1,348,000 and $3,144,000, respectively, from Sheerr Memory, LLC (Sheerr Memory). Sheerr Memorys owner (Mr. Sheerr) is employed by the Company and is the former general manager of the acquired MMB business unit. When the Company acquired certain assets of MMB, it did not acquire any of its inventories. However, the Company informally agreed to purchase such inventory on an as needed basis, provided that the offering price was a fair market value price. The inventory acquired was purchased subsequent to the acquisition of MMB at varying times and consisted primarily of raw materials and finished goods used to produce products sold by the MMB business unit. Approximately $15,000 and $271,000 respectively, of accounts payable in the Companys consolidated balance sheets as of April 30, 2015 and 2014 is payable to Sheerr Memory. Sheerr Memory offers the Company trade terms of net 30 days and all invoices are settled in the normal course of business. No interest is paid. The Company has made further purchases from Sheerr Memory subsequent to April 30, 2015 and management anticipates that the Company will continue to do so, although the Company has no obligation to do so. During the fiscal years ended April 30, 2015 and 2014, the Company purchased inventories for resale totaling approximately $1,150,000 and $1,058,000, respectively, from Keystone Memory Group (Keystone Memory). Keystone Memorys owner is a relative of Mr. Sheerr. Approximately $32,000 of accounts payable in the Companys consolidated balance sheets as of April 30, 2015 is payable to Keystone Memory. At April 30, 2014 approximately $27,000 of accounts payable were due Keystone Memory. Keystone Memory offers the Company trade terms of net due and all invoices are settled in the normal course of business. No interest is paid. The Company has made further purchases from Keystone Memory subsequent to April 30, 2015 and management anticipates that the Company will continue to do so, although the Company has no obligation to do so. On December 14, 2011, the Company entered into a Note and Security Agreement with Mr. Sheerr. The agreement provided for secured financing of up to $2,000,000. The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. Principal was payable in sixty equal monthly installments, beginning on July 15, 2012. The Company had borrowed the full $2,000,000 available under this agreement. Principal amounts due under this obligation were $33,333 per month which began on July 15, 2012. The Company amended and restated its Note and Security Agreement with Mr. Sheerr as of October 31, 2013; the Company sold certain equipment and furniture for a purchase price of $500,000 under a sale leaseback transaction to Mr. Sheerr. The Company used the proceeds of the purchase price received from Mr. Sheerr to reduce the remaining principal amount of the original loan by an amount equal to $500,000. The principal amount was reduced to approximately $966,667 at October 31, 2013. The Company was obligated to pay monthly, interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. Principal was payable in 29 equal monthly installments of $33,333, beginning on November 15, 2013 and subsequently on the 15th day of each month thereafter, until paid in full. On April 30, 2014 the note was paid in full. Interest expense recorded for the Note in the fiscal years ended April 30, 2014 was approximately $122,000. As of October 31, 2013, the Company also entered into an agreement with Mr. Sheerr to leaseback the aforementioned equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional two year period. The transactions described have been accounted for as a sale-leaseback transaction. Accordingly, the Company recognized a gain on the sale of assets of approximately $139,000, which is the amount of the gain on sale in excess of present value of the future lease payments and will recognize the remaining approximately $322,000 in proportion to the related gross rental charged to expense over the term of the lease, 60 months. The current portion of $72,000 deferred gain is reflected in accrued liabilities and the long term portion of $179,000 is reflected in other liabilities long term in the consolidated balance sheet as of April 30, 2015. |
Income Taxes
Income Taxes | 12 Months Ended |
Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (5) Income Taxes Income tax expense for the years ended April 30 consists of the following: 2015 2014 Current: Federal $ $ State 3,000 3,000 3,000 3,000 Deferred: Federal State Total income tax expense $ 3,000 $ 3,000 Income tax expense differs from expected tax expense (computed by applying the applicable U.S. statutory Federal income tax rate to earnings before income taxes) as follows: 2015 2014 Federal income tax at statutory rates $ (1,301,000 ) $ (887,000 ) State income taxes (net of federal income tax benefit) (28,000 ) (63,000 ) Impact of change in state rate 1,144,000 Other 257,000 (108,000) Total income tax expense (benefit) before provision for valuation allowance (1,072,000 ) 86,000 Changes in valuation allowance 1,075,000 (83,000 ) Total income tax expense $ 3,000 $ 3,000 The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: 2015 2014 Deferred tax assets: Compensated absences and severance, principally due to accruals for financial reporting purposes $ 3,000 $ 67,000 Stock-based compensation expense 1,151,000 1,146,000 Accounts receivable, principally due to allowance for doubtful accounts and sales returns 49,000 77,000 Property and equipment, principally due to differences in depreciation 216,000 216,000 Intangible assets 53,000 386,000 Inventories 54,000 61,000 Domestic net operating losses 10,609,000 9,120,000 Alternative minimum tax 438,000 438,000 Capitalized R & D cost 128,000 0 Other 23,000 138,000 Net deferred tax assets 12,724,000 11,649,000 Valuation allowance (12,724,000 ) (11,649,000 ) Net deferred tax assets $ $ The Company recorded a valuation allowance of $1,075,000 and $(83,000) for the fiscal years ended April 30, 2015 and 2014, respectively. Management believes sufficient uncertainty exists regarding the realization of the deferred tax asset items and that a valuation allowance is required. Management considers projected future taxable income and tax planning strategies in making this assessment. The amount of deferred tax assets considered realizable could materially change in the future if estimates of future taxable income change. The Company has Federal and state net operating loss carry-forwards of approximately $29,900,000 and $25,600,000, respectively. These can be used to offset future taxable income and expire between 2023 and 2035 for Federal tax purposes and 2016 and 2035 for state tax purposes. The Company adopted Financial Accounting Standards Board (FASB) guidance for accounting for uncertainty in income taxes on May 1, 2008. The implementation of this guidance did not result in a material adjustment to the Companys liability for unrecognized income tax benefits. At the time of adoption and as of April 30, 2015, the Company currently was not and is not engaged in an income tax examination by any tax authority. The Company recognizes interest and penalties on unpaid taxes in its income tax expense. No interest or penalties were recognized during the Companys fiscal years ended April 30, 2015, 2014 or 2013. The Company files income tax returns in the United States and in various states. The Companys significant tax jurisdictions are the U.S. Federal, New Jersey, Pennsylvania and California. The tax years subsequent to 2010 remain open to examination by the taxing authorities. |
Stock Options
Stock Options | 12 Months Ended |
Apr. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Stock Options | (6) Stock Options The Company has a 2001 incentive and non-statutory stock option plan for the purpose of permitting certain key employees to acquire equity in the Company and to promote the growth and profitability of the Company by attracting and retaining key employees. In general, the plan allows granting of up to 300,000 shares of the Companys Common Stock at an option price to be no less than the fair market value of the Companys Common Stock on the date such options are granted. Currently, options granted under the plan vest ratably on the annual anniversary date of the grants. Vesting periods for options currently granted under the plan range from one to five years. At April 30, 2014, 239,246 of the outstanding options are exercisable. No further options may be granted under this plan. The Company also has a 2011 incentive and non-statutory stock option plan for the purpose of permitting certain key employees and consultants to acquire equity in the Company and to promote the growth and profitability of the Company by attracting and retaining key employees. No executive officer or director of the Company is eligible to receive options under the 2011 plan. In general, the plan allows granting of up to 33,333 shares of the Companys Common Stock at an option price to be no less than the fair market value of the Companys Common Stock on the date such options are granted. Options granted under the plan vest ratably on the annual anniversary date of the grants. There have been 25,000 shares granted under this plan. At April 30, 2015, 25,000 of the outstanding options are exercisable. The Companys has a 2014 Equity Incentive Plan (the Plan), and reserves for issuance 250,000 shares of our common stock. Equity incentive awards play a significant role in the compensation provided to executive officers and employees in the current market. We intend on relying on equity compensation in order to attract and retain key employees, align the interests of our executive officers with those of our shareholders and to provide executive officers and other employees with the opportunity to accumulate retirement income. The Plan is designed to provide flexibility to meet our need to remain competitive in the marketplace in order to attract and retain executive talent and other key employees. The Board of Directors has exclusive authority to determine which officers, employees, and directors who provide services to the Company will be entitled to receive a benefit under the Plan and to administer awards under the Plan to those eligible individuals. The Board retains the authority to appoint a Compensation Committee at any time, consisting of one or more Board members, to determine awards under the Plan. The Compensation Committee will determine, among things, the selection of those individuals to be granted awards under the Plan among those individuals eligible for participation, the level of participation of each participant, when and how each award under the plan will be granted, and what type or combination of types of awards will be granted. The Plan provides for the granting of qualified and non qualified stock options Incentive stock options may be granted only to participants who meet the definition of employees under Section 3401(c) of the Code and bonus shares. Stock Options- Stock options provide the recipient with the right to purchase shares of common stock at a price not less than their fair market value on the date of the grant. The stock option price is payable in cash, by tendering previously acquired shares of common stock having an aggregate fair market value at the time of exercise equal to the option price, by cashless (broker-assisted) exercise, or any other method approved by the Board. No stock option may be exercised more than 10 years from the date of grant. Stock options granted under the Plan may be stock options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code). Incentive stock options may be granted only to participants who meet the definition of employees under Section 3401(c) of the Code. In addition, in order to qualify for incentive stock option treatment, in the case of options granted to a holder of 10% or more of the companys common stock, the stock option price may not be less than 110% of the fair market value of the stock on the date the stock option is granted . Stock Appreciation Rights. A Stock Appreciation Right (SAR) provides the recipient with the right to receive from us an amount, determined by the Board and expressed as a percentage (not exceeding 100%), of the difference between the base price established for the appreciation rights and the market value of the common stock on the date the rights are exercised. Appreciation rights can be tandem (i.e., granted with option rights to provide an alternative to the exercise of the option rights) or free-standing. Tandem appreciation rights may only be exercised at a time when the related option right is exercisable and the spread is positive, and requires that the related option right be surrendered for cancellation. Free-standing appreciation rights must have a base price per right that is not less than the fair market value of the common stock on the grant date, must specify the period of continuous employment that is necessary before such appreciation rights become exercisable and may not be exercisable more than 10 years from the grant date. Bonus Shares. Bonus Shares are an award to an eligible person of shares for services to be rendered or for past services already rendered to the Company. The Board will determine the number of shares to be awarded to the eligible individual, in accordance with any restrictions thereon. These restrictions may be based upon completion of a specified number of years of service with the Company or upon satisfaction of performance goals based on performance factors. Payment for the Bonus Shares may be made in the form of cash, whole shares, or a combination thereof, based on the fair market value of the shares on the date of payment, as determined in the sole discretion of the Board. The status of these plans for the years ended April 30, 2015 and April 30, 2014 is as follows: Options Outstanding Exercise Weighted price average Shares per share exercise price Balance April 30, 2013 280,242 $ 2.44-24.54 $ 12.04 Granted Exercised Expired (34,665 ) 6.72-24.54 10.41 Balance April 30, 2014 245,577 $ 2.44-19.20 $ 12.27 Granted Exercised Expired (119,831 ) 6.72-19.20 16.24 Balance April 30, 2015 125,746 $ 2.44-15.42 $ 8.48 The Company periodically grants nonqualified stock options to non-employee directors of the Company. These options are granted for the purpose of retaining the services of directors who are not employees of the Company and to provide additional incentive for such directors to work to further the best interests of the Company and its shareholders. The options granted to these non-employee directors are exercisable at a price representing the fair value at the date of grant, and expire either five or ten years after date of grant. Vesting periods for options currently granted under the plan range from one to two years. At April 30, 2015, 125,746 of the outstanding options are exercisable. The status of the non-employee director options for the years ended April 30, 2015 and April 30, 2014 is as follows: Options Outstanding Exercise Weighted price average Shares per share exercise price Balance April 30, 2013 31,333 $ 11.94-24.54 $ 15.60 Granted Exercised Expired (12,666 ) 15.42-24.54 17.34 Balance April 30, 2014 18,667 $ 11.94-15.42 $ 14.43 Granted Exercised Expired (18,667 ) 11.94-15.42 14.43 Balance April 30, 2015 $ $ Other Stock Option Expense During the first quarter of the fiscal year ended April 30, 2009, the Company granted options to purchase 8,333 shares of the Companys Common Stock to a privately held company in exchange for certain patents and other intellectual property. The options granted are exercisable at a price representing the fair value at the date of grant, were 100% exercisable on the date of grant and expire ten years after the date of grant. The calculated fair value of these options was approximately $121,000 and was determined using the Black-Scholes option-pricing model. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Apr. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | (7) Accrued Liabilities Accrued liabilities consist of the following at April 30: 2015 2014 Payroll, including vacation $ 27,000 $ 226,000 Commissions 10,000 75,000 Bonuses 70,000 Lease legal settlement 225,000 Deferred gain on equipment sale 72,000 72,000 Accounting and audit 53,000 85,000 Other 120,000 176,000 $ 282,000 $ 929,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Apr. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (8) Commitments and contingencies Leases The Company and its subsidiaries occupy various facilities and operate various equipment under operating lease arrangements. Rent charged to operations pursuant to such operating leases amounted to approximately $443,000 in 2015 and $419,000 in 2014. Future minimum lease payments under non-cancelable operating leases (with initial or remaining lease terms in excess of one year) as of April 30, 2015 are as follows: Non-Related Related Party Party Total Year ending April 30: 2016 169,000 90,000 259,000 2017 82,000 90,000 172,000 2018 84,000 90,000 174,000 2019 85,000 45,000 130,000 2020 86,000 86,000 Thereafter Total $ 506,000 $ 315,000 $ 821,000 Purchases At April 30, 2015, the Company had open purchase orders outstanding totaling $83,000 primarily for inventory items to be delivered in the first three months of the fiscal year ending April 30, 2016. These purchase orders are cancelable. License Agreements The Company has entered into certain licensing agreements with varying terms and conditions. The Company is obligated to pay royalties on certain of these agreements. Royalties charged to operations pursuant to such agreements amounted to approximately $57,000 in 2015 and $60,000 in 2014. Legal Proceedings Effective as of the close of business on December 17, 2014, we terminated our agreement with MPP Associates, Inc., pursuant to which Marc P. Palker had been providing CFO services to us. On April 8, 2015, MPP Associates, Inc. and Mr. Palker filed a complaint, styled MPP Associates, Inc. and Marc Palker v. Dataram Corporation, Jon Isaac, David Moylan, Michael Markulec and Richard Butler, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002413-15. MPP Associates, Inc. asserts claims for breach of contract against Dataram for breach of contract and breach of the covenant of good faith and fair dealing. Mr. Palker asserts a claim against Dataram for breach of contract, alleging that he is a third party beneficiary of the agreement between MPP Associates, Inc. and Dataram. Mr. Palker also asserts a claim against Dataram and Messrs. Isaac, Moylan, Markulec and Butler for violation of the New Jersey Conscientious Employee Protection Act (CEPA), alleging that he was an employee of Dataram under the law and that his employment was terminated in retaliation for making lawfully protected objections concerning certain conduct. Plaintiffs do not demand a specific amount damages, but instead seek legal damages, compensatory damages, lost earnings and benefits, punitive damages, attorneys fees with enhancement, costs of suit, and pre-judgment and post-judgment interest. We believe that the allegations are fully without merit and will defend ourselves vigorously in this action. Effective as of the close of business on January 22, 2015, the company terminated the employment agreement with John H. Freeman, our former Chief Executive Officer. On April 9, 2015, styled John Freeman v. Dataram Corporation, David A. Moylan, Jon Isaac, and John Does 1-5, in the Superior Court of the State of New Jersey, Essex County, Docket No. ESX-L-002471-15. Mr. Freeman asserts claims for breach of contract against Dataram for breach of his employment agreement and breach of a promissory note. Mr. Freeman asserts claims against the company and Messrs. Moylan and Isaac for defamation per se and defamation. Mr. Freeman similarly asserts a claim for defamation against the John Doe defendants. Mr. Freeman does not demand a specific amount damages, but instead seeks compensatory damages, punitive damages, attorneys fees, costs of suit, and pre-judgment interest. We believe that the allegations are fully without merit and will defend ourselves vigorously in this action. Similarly, on April 10, 2015, the company filed an action against Mr. Freeman, Mr. Palker and MPP Associates, Inc., styled as Dataram Corporation v. John Freeman, Marc Palker and MPP Associates, Inc., in the Superior Court of the State of New Jersey, Mercer County, Docket No. ESX-L-000886-15. The company asserts claims against Mr. Freeman for breach of the duty of loyalty and misappropriation of corporate property/conversion, claims against Messrs. Freeman and Palker for breach of fiduciary duty, and claims against Messrs. Freeman and Palker and MPP Associates, Inc. for fraud. The company seeks at least $110,640.52 against Mr. Freeman and legal damages, compensatory, consequential, and punitive damages, attorneys fees, costs of suit, and interest against all defendants. On June 26, 2015, Alethea Douglas, a former employee, filed a complaint against the Company with the U.S. Equal Employment Opportunity Commission, alleging a claim for age discrimination in connection with the termination of her employment effective May 20, 2015. We believe that the allegations are fully without merit and will defend ourselves vigorously in this action. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Apr. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plan | (9) Employee Benefit Plan The Company has a defined contribution plan (the Plan) which is available to all qualified employees. Employees may elect to contribute a portion of their compensation to the Plan, subject to certain limitations. The Company contributes a percentage of the employees contribution, subject to a maximum of 4.5 percent. The Companys matching contributions aggregated approximately $151,000 and $180,000 in 2015 and 2014 respectively. |
Revenues by Geographic Location
Revenues by Geographic Location | 12 Months Ended |
Apr. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenues by Geographic Location | (10) Revenues by Geographic Location The Company operates in one business segment and develops, manufactures and markets a variety of memory systems for use with servers and workstations which are manufactured by various companies. Revenues, total assets and long lived assets for 2015 and 2014 by geographic region is as follows: United States Europe Other* Consolidated April 30, 2015 Revenues $ 23,285,000 $ 3,785,000 $ 1,188,000 $ 28,258,000 Total assets $ 6,269,000 $ 6,000 $ 0 $ 6,275,000 Long lived assets $ 1,498,000 $ 0 $ 0 $ 1,498,000 April 30, 2014 Revenues $ 24,917,000 $ 3,431,000 $ 2,051,000 $ 30,399,000 Total assets $ 7,556,000 $ 16,000 $ 0 $ 7,572,000 Long lived assets $ 1,353,000 $ 0 $ 0 $ 1,353,000 *Principally Asia Pacific Region |
Subsequent Event
Subsequent Event | 12 Months Ended |
Apr. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | (11) Subsequent Event On July 30, 2015, we entered into separate Common Purchase Agreements, pursuant to which we sold and issued 500,000 shares of our Common Stock to 5 accredited investors. Gross proceeds of the Common Stock offering were $500,000. We are not using the services of an investment banker and no finder was involved in the Common Stock Offering. In May 2015, Dataram filed an application with the state of NJ for the transfer of some or all of its New Jersey Net Operating Losses (NOLs) for which the Company is waiting for approval. At this time we cannot guarantee approval of our application, nor the success of the transfer, and we do not know what the size of the NOL transfer the state of New Jersey will approve. The Company has engaged Source Capital Group, Inc. on a best efforts basis to transfer the NJ NOL to the highest bidder for the New Jersey Net Operating Losses. Today, we cannot provide any certainty on the dollar amount or timing of the sale of the NOLs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
Liquidity and Basis of Presentation | Liquidity and Basis of Presentation The Company's financial statements are prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. For the fiscal years ended April 30, 2015 and 2014, the Company incurred losses in the amounts of approximately $3,829,000 and $2,609,000, respectively. Net cash used in operating activities totaled approximately $2,581,000 and $1,554,000, for the fiscal years ended April 30, 2015 and 2014, respectively. Our continuation as a going concern is dependent upon obtaining the additional working capital necessary to sustain our operations. Our future is dependent upon our ability to obtain financing, raise capital through the sales of equity and or debt securities and upon future profitable operations. There is no assurance that our current operations will be profitable or we will raise sufficient funds to continue operating. The Company continues to seek out opportunities to trim overhead expenses to meet revenues. If current and projected revenue growth does not meet estimates, the Company may continue to choose to raise additional capital through debt and/or equity transactions, reduce certain overhead costs through the deferral of salaries and other means, and settle liabilities through negotiation. Currently, the Company does not have any commitments or assurances for additional capital, nor can the Company provide assurance that such financing will be available to it on favorable terms, or at all. These factors raise doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of unrestricted cash and money market accounts. To the extent that the Companys cash deposits exceed FDIC insurance limits they are uninsured. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of the following: April 30, April 30, Trade receivables $ 2,151,000 $ 3,758,000 VAT receivable 160,000 125,000 Allowance for doubtful accounts and sales returns (140,000 ) (220,000 ) $ 2,171,000 $ 3,663,000 Bad debt expense in the fiscal year ended April 30, 2015 was approximately $50,000 compared to $186,000 in fiscal year ended April 30, 2014. As disclosed in Note 2, the Company wrote off approximately $162,000 note receivable Shoreline Capital Management Ltd in fiscal 2014s second quarter. |
Inventories | Inventories Inventories, consisting of materials, labor and manufacturing overhead, are stated at the lower of cost or market, with cost determined by the first-in, first-out method. Management provides a reserve against inventory for known or expected inventory obsolescence. The reserve is determined by specific review of inventory items for product age and quality which may affect salability. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost. Depreciation is computed on the straight-line basis. Depreciation and amortization rates are based on the estimated useful lives, which range from two to five years for machinery and equipment and five to six years for leasehold improvements. When property or equipment is retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed from the accounts. Depreciation and amortization expense related to property and equipment for the fiscal years ended April 30, 2015 and 2014 totaled $127,000 and $167,000, respectively. Repair and maintenance costs are charged to operations as incurred. |
Long-Lived Assets | Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less cost to sell, and no longer depreciated. The Company considers various valuation factors, principally undiscounted cash flows, to assess the fair values of long-lived assets. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill The carrying value of goodwill is not amortized, but is tested annually as of March 31 as well as whenever events or changes in circumstances indicate that the carrying amount may not be recoverable using a two-step process. As of April 30, 2015, management has concluded that no impairment of goodwill is required. The following table outlines the changes in goodwill for the year ended April 30, 2015: 2015 2014 Opening balance May 1 $ 1,083,000 $ 1,083,000 Contingent purchase price Impairment charge Goodwill balance April 30 $ 1,083,000 $ 1,083,000 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Fair value measurements and disclosures establish a hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The levels of hierarchy are described below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals. Level 3: Unobservable inputs that reflect the reporting entitys own assumptions, as there is little, if any, related market activity. The Companys assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy. The following table sets forth the assets and liabilities measured at fair value on a nonrecurring basis, by input level, in the consolidated balance sheets at April 30, 2015: Quoted Total Prices in Reduction Active Markets for Significant Other Significant in Fair value Balance Sheet Identical Assets or Observable Inputs Unobservable April 30, 2015 Recorded as of Location Liabilities (Level 1) (Level 2) Inputs (Level 3) Total April 30, 2015 Assets: Goodwill $ $ $ 1,083,000 $ 1,083,000 $ Convertible notes payable, net of discount $ $ 708,000 $ $ 708,000 $ Preferred stock $ $ 1,857,000 $ $ 1,857,000 $ |
Revenue Recognition | Revenue Recognition Revenue is recognized when title passes upon shipment of goods to customers. The Companys revenue earning activities involve delivering or producing goods. The following criteria are met before revenue is recognized: persuasive evidence of an arrangement exists, shipment has occurred, selling price is fixed or determinable and collection is reasonably assured. The Company does experience a minimal level of sales returns and allowances for which the Company accrues a reserve at the time of sale. Estimated warranty costs are accrued by management upon product shipment based on an estimate of future warranty claims. |
Engineering and Research and Development | Engineering and Research and Development Research and development costs are expensed as incurred, including Company-sponsored research and development and costs of patents and other intellectual property that have no alternative future use when acquired and in which we had an uncertainty of receiving future economic benefits. Development costs of a computer software product to be sold, leased, or otherwise marketed are subject to capitalization beginning when a products technological feasibility has been established and ending when a product is available for general release to customers. Technological feasibility of a computer software product is established when all planning, designing, coding and testing activities that are necessary to establish that the product can be produced to meet its design specifications (including functions, features and technical performance requirements) are completed. The Company has capitalized approximately $365,000 of cost related to the maintenance and development of our RAMDisk product in the fiscal year ended April 30, 2015. |
Advertising | Advertising Advertising is expensed as incurred and amounted to $89,000 and $139,000 in the fiscal years ended April 30, 2015 and 2014, respectively. |
Income taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes in accordance with the provisions of the Expenses Income Taxes Topic of the FASB ASC. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company considers certain tax planning strategies in its assessment as to the recoverability of its tax assets. Deferred income tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in earnings in the period that the tax rate changes. The Company recognizes, in its consolidated financial statements, the impact of a tax position, if that position is more likely than not to be sustained on audit, based on the technical merits of the position. There are no material unrecognized tax positions in the financial statements. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents in financial institutions and brokerage accounts. To the extent that such deposits exceed the maximum insurance levels, they are uninsured. The Company performs ongoing evaluations of its customers financial condition, as well as general economic conditions and, generally, requires no collateral from its customers. At April 30, 2015 and 2014, amounts due from one customer totaled approximately 16% and 30%, respectively, of accounts receivable. In fiscal years ended April 30, 2015 and 2014, the Company had sales to one customer that accounted for approximately 20% and 15%, respectively, of revenues. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated in a manner consistent with basic net income (loss) per share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding (using the treasury stock method). The following presents a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share. Year ended April 30, 2015 Loss Shares Per share (numerator) (denominator) amount Basic net loss per share-net loss and weighted average common shares outstanding $ (5,588,000 ) 2,538,511 $ (2.20 ) Effect of dilutive securities-stock options Diluted net loss per share-net loss, weighted average common shares outstanding and effect of stock options $ (5,588,000 ) 2,538,511 $ (2.20 ) Year ended April 30, 2014 Loss Shares Per share (numerator) (denominator) amount Basic net loss per share-net loss and weighted average common shares outstanding $ (2,609,000 ) 1,999,856 $ (1.30 ) Effect of dilutive securities-stock options Diluted net loss per share -net loss weighted average common shares outstanding and effect of stock options $ (2,609,000 ) 1,999,856 $ (1.30 ) Diluted net loss per common share does not include the effect of options to purchase 134,079 and 272,580 shares of Common Stock for the years ended April 30, 2015 and 2014, respectively, because they are anti-dilutive. Diluted net loss per common share for the years ended April 30, 2015 and 2014 also does not include the effect of warrants to purchase 3,358,275 and 485,775 shares, respectively, because they are anti-dilutive. |
Product Warranty | Product Warranty The majority of the Companys products are intended for single use; therefore, the Company requires limited product warranty accruals. The Company accrues estimated product warranty cost at the time of sale and any additional amounts are recorded when such costs are probable and can be reasonably estimated. Balance Charges to Balance Beginning Costs and End of Year Expenses Deductions of Year Year Ended April 30, 2015 $ 69,000 $ 11,000 $ (70,000 ) $ 10,000 Year Ended April 30, 2014 $ 69,000 $ 9,000 $ (9,000 ) $ 69,000 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including deferred tax asset valuation allowances and certain other reserves and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Some of the more significant estimates made by management include the allowance for doubtful accounts and sales returns, the deferred income tax asset valuation allowance and other operating allowances and accruals. Actual results could differ from those estimates. |
Stock-Based Compensation | Stock-Based Compensation At April 30, 2015, the Company has stock-based employee and director compensation plans, which are described more fully in Note 6. New shares of the Companys Common Stock are issued upon exercise of stock options. The accounting for transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprises equity instruments or that may be settled by the issuance of such equity instruments are accounted for using a fair value-based method with a recognition of an expense for compensation cost related to share-based payment arrangements, including stock options and employee stock purchase plans. The Companys consolidated statement of operations for fiscal year ended April 30, 2015 includes $14,000 of stock based compensation expense. Stock based compensation expense is recognized in the results of operations on a ratable basis over the vesting periods. These stock option grants have been classified as equity instruments, and as such, a corresponding increase has been reflected in additional paid-in capital in the accompanying balance sheet as of April 30, 2015. In fiscal 2014, stock-based compensation expense totaled $43,000. A corresponding increase is reflected in additional paid-in capital for these years. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model. A summary of option activity for the fiscal year ended April 30, 2015 is as follows: Weighted Weighted average Aggregate average remaining intrinsic Shares exercise price contractual life value(1) Balance April 30, 2014 264,244 $ 12.42 4.46 $ 6,250 Granted $ Exercised Expired (138,498 ) $ 16.00 Balance April 30, 2015 125,746 $ 8.48 3.59 $ Exercisable April 30, 2015 125,746 $ 8.48 3.59 $ Vested April 30, 2015 125,746 $ 8.48 3.59 $ (1) These amounts represent the difference between the exercise price and the closing price of Dataram Common Stock as of the end of the reporting period, $2.17 on April 30, 2015 as reported on the NASDAQ Stock Markets. There are no in-the-money options outstanding at April 30, 2015. During fiscal 2015, 12,500 options completed vesting. As of April 30, 2015, all compensation expense related to stock options was recognized. At April 30, 2015, 258,333 shares were authorized for future grant under the Companys stock option plans. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Accounting Policies [Abstract] | |
Accounts receivable | April 30, April 30, Trade receivables $ 2,151,000 $ 3,758,000 VAT receivable 160,000 125,000 Allowance for doubtful accounts and sales returns (140,000 ) (220,000 ) $ 2,171,000 $ 3,663,000 |
Changes in goodwill | 2015 2014 Opening balance May 1 $ 1,083,000 $ 1,083,000 Contingent purchase price Impairment charge Goodwill balance April 30 $ 1,083,000 $ 1,083,000 |
The components of finite-lived intangible assets acquired | Gross Weighted Net Carrying Average Accumulated Carrying Amount Life Amortization Amount Customer relationships $ 758,000 2 Years $ 758,000 $ 0 Trade names 733,000 5 Years 733,000 0 Non-compete agreement 68,000 4 Years 68,000 0 $ 1,559,000 $ 1,559,000 $ 0 |
The assets and liabilities measured at fair value on a nonrecurring basis, by input level, in the consolidated balance sheet | Quoted Total Prices in Reduction Active Markets for Significant Other Significant in Fair value Balance Sheet Identical Assets or Observable Inputs Unobservable April 30, 2015 Recorded as of Location Liabilities (Level 1) (Level 2) Inputs (Level 3) Total April 30, 2015 Assets: Goodwill $ $ $ 1,083,000 $ 1,083,000 $ Convertible notes payable, net of discount $ $ 708,000 $ $ 708,000 $ Preferred stock $ $ 1,857,000 $ $ 1,857,000 $ |
Reconciliation of the numerator and denominator used in computing basic and diluted net loss per share | Year ended April 30, 2015 Loss Shares Per share (numerator) (denominator) amount Basic net loss per share-net loss and weighted average common shares outstanding $ (5,588,000 ) 2,538,511 $ (2.20 ) Effect of dilutive securities-stock options Diluted net loss per share-net loss, weighted average common shares outstanding $ (5,588,000 ) 2,538,511 $ (2.20 ) Year ended April 30, 2014 Loss Shares Per share (numerator) (denominator) amount Basic net loss per share-net loss and weighted average common shares outstanding $ (2,609,000 ) 1,999,856 $ (1.30 ) Effect of dilutive securities-stock options Diluted net loss per share -net loss weighted average common shares outstanding and effect of stock options $ (2,609,000 ) 1,999,856 $ (1.30 ) |
Product warranty accruals | Balance Charges to Balance Beginning Costs and End of Year Expenses Deductions of Year Year Ended April 30, 2015 $ 69,000 $ 11,000 $ (70,000 ) $ 10,000 Year Ended April 30, 2014 $ 69,000 $ 9,000 $ (9,000 ) $ 69,000 |
Summary of option activity | Weighted Weighted average Aggregate average remaining Intrinsic Shares exercise price contractual life Value(1) Balance April 30, 2014 264,244 $ 12.42 4.46 $ 6,250 Granted Exercised Expired (138,498 ) $ 16.00 Balance April 30, 2015 125,746 $ 8.48 3.59 $ Exercisable April 30, 2015 125,746 $ 8.48 3.59 $ Vested April 30, 2015 125,746 $ 8.48 3.59 $ |
The fair value of each stock option granted during the year | 2015 2014 2013 Expected life (years) 3.0 to 5.75 Expected volatility 77% Expected dividend yield Expected forfeiture rate 5.0% Risk-free interest rate 0.5% to 0.6% Weighted average fair value of options granted during the year $ $ $ 0.90 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income tax expense | 2015 2014 Current: Federal $ $ State 3,000 3,000 3,000 3,000 Deferred: Federal State Total income tax expense $ 3,000 $ 3,000 |
Income tax expense differs from expected tax expense | 2015 2014 Federal income tax at statutory rates $ (1,301,000 ) $ (887,000 ) State income taxes (net of federal income tax benefit) (28,000 ) (63,000 ) Impact of change in state rate 1,144,000 Other 257,000 (108,000) Total income tax expense (benefit) before provision for valuation allowance (1,072,000 ) 86,000 Changes in valuation allowance 1,075,000 (83,000 ) Total income tax expense $ 3,000 $ 3,000 |
The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities | 2015 2014 Deferred tax assets: Compensated absences and severance, principally due to accruals for financial reporting purposes $ 3,000 $ 67,000 Stock-based compensation expense 1,151,000 1,146,000 Accounts receivable, principally due to allowance for doubtful accounts and sales returns 49,000 77,000 Property and equipment, principally due to differences in depreciation 216,000 216,000 Intangible assets 53,000 386,000 Inventories 54,000 61,000 Domestic net operating losses 10,609,000 9,120,000 Alternative minimum tax 438,000 438,000 Capitalized R & D cost 128,000 0 Other 23,000 138,000 Net deferred tax assets 12,724,000 11,649,000 Valuation allowance (12,724,000 ) (11,649,000 ) Net deferred tax assets $ $ |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Key employee stock option award plan activity table | Options Outstanding Exercise Weighted price average Shares per share exercise price Balance April 30, 2013 280,242 $ 2.44-24.54 $ 12.04 Granted Exercised Expired (34,665 ) 6.72-24.54 10.41 Balance April 30, 2014 245,577 $ 2.44-19.20 $ 12.27 Granted Exercised Expired (119,831 ) 6.72-19.20 16.24 Balance April 30, 2015 125,746 $2.44-15.42 $ 8.48 |
Non-employee director stock option award plan activity table | Options Outstanding Exercise Weighted price average Shares per share exercise price Balance April 30, 2013 31,333 $ 11.94-24.54 $ 15.60 Granted Exercised Expired (12,666 ) 15.42-24.54 17.34 Balance April 30, 2014 18,667 $ 11.94-15.42 $ 14.43 Granted Exercised Expired (18,667 ) $ 11.94-15.42 14.43 Balance April 30, 2015 $ |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 2015 2014 Payroll, including vacation $ 27,000 $ 226,000 Commissions 10,000 75,000 Bonuses 70,000 Lease legal settlement 225,000 Deferred gain on equipment sale 72,000 72,000 Accounting and audit 53,000 85,000 Other 120,000 176,000 $ 282,000 $ 929,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments | Non-Related Related Party Party Total Year ending April 30: 2016 169,000 90,000 259,000 2017 82,000 90,000 172,000 2018 84,000 90,000 174,000 2019 85,000 45,000 130,000 2020 86,000 86,000 Thereafter Total $ 506,000 $ 315,000 $ 821,000 |
Revenues by Geographic Locati24
Revenues by Geographic Location (Tables) | 12 Months Ended |
Apr. 30, 2015 | |
Segment Reporting [Abstract] | |
Revenue by geographic location | United States Europe Other* Consolidated April 30, 2015 Revenues $ 23,285,000 3,785,000 1,188,000 28,258,000 Total assets $ 6,269,000 6,000 0 6,275,000 Long lived assets $ 1,498,000 0 0 1,498,000 April 30, 2014 Revenues $ 24,917,000 $ 3,431,000 $ 2,051,000 $ 30,399,000 Total assets $ 7,556,000 $ 16,000 $ 0 $ 7,572,000 Long lived assets $ 1,353,000 $ 0 $ 0 $ 1,353,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Liquidity and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Summary Of Significant Accounting Policies - Liquidity And Basis Of Presentation Details Narrative | ||
Net loss | $ (3,829,000) | $ (2,609,000) |
Net cash used in operating activities | $ (2,581,000) | $ (1,554,000) |
Disclosure - Summary of Signifi
Disclosure - Summary of Significant Accounting Policies - Accounts receivable (Details) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Notes to Financial Statements | ||
Trade receivables | $ 2,151,000 | $ 3,758,000 |
VAT receivable | 160,000 | 125,000 |
Allowance for doubtful accounts and sales returns | 140,000 | 220,000 |
Accounts receivable | $ 2,171,000 | $ 3,663,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Summary Of Significant Accounting Policies - Liquidity And Basis Of Presentation Details Narrative | ||
Depreciation and amortization expense related to property and equipment | $ 127,000 | $ 167,000 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Summary Of Significant Accounting Policies - Liquidity And Basis Of Presentation Details Narrative | ||
Opening balance May 1 | $ 1,083,000 | $ 1,083,000 |
Contingently purchase price | ||
Impairment charge | ||
Goodwill balance April 30 | $ 1,083,000 | $ 1,083,000 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Intangible Assets - Components of finite-lived intangible assets acquired (Details) - Apr. 30, 2015 - USD ($) | Total |
Components of finite-lived intangible assets acquired | |
Total gross carrying amount | $ 1,559,000 |
Accumulated amortization | 1,559,000 |
Net carrying amount | 0 |
Customer Relationships | |
Components of finite-lived intangible assets acquired | |
Total gross carrying amount | 758,000 |
Accumulated amortization | 758,000 |
Net carrying amount | $ 0 |
Weighted Average Life | 2 years |
Trade Names | |
Components of finite-lived intangible assets acquired | |
Total gross carrying amount | $ 733,000 |
Accumulated amortization | 733,000 |
Net carrying amount | $ 0 |
Weighted Average Life | 5 years |
Noncompete Agreement | |
Components of finite-lived intangible assets acquired | |
Total gross carrying amount | $ 68,000 |
Accumulated amortization | 68,000 |
Net carrying amount | $ 0 |
Weighted Average Life | 4 years |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Intangible Assets and Goodwill (Textual) [Abstract] | ||
Intangible assets amortization expense | $ 0 | $ 133,000 |
Residual value of intangible assets | $ 0 | |
Maximum | ||
Intangible Assets and Goodwill (Textual) [Abstract] | ||
Intangible Asset, Estimated period of benefit | 5 years | |
Minimum | ||
Intangible Assets and Goodwill (Textual) [Abstract] | ||
Intangible Asset, Estimated period of benefit | 4 years | |
Finite-Lived Intangible Assets | ||
Intangible Assets and Goodwill (Textual) [Abstract] | ||
Intangible assets, Amortization method | Straight-line basis | |
Customer Relationships | ||
Intangible Assets and Goodwill (Textual) [Abstract] | ||
Intangible assets, Amortization method | Amortized over a two-year period at a rate of 65% of the gross value acquired in the first year subsequent to their acquisition and 35% of the gross value acquired in the second year. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - Apr. 30, 2015 - USD ($) | Total |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Goodwill | $ 1,083,000 |
Convertible notes payable, net of discount | 708,000 |
Preferred stock | $ 1,857,000 |
Total Increase (Reduction) in Fair Value | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 1 | Goodwill | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Goodwill | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 1 | Convertible Debt | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes payable, net of discount | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 1 | Preferred Stock | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 2 | Goodwill | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Goodwill | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 2 | Convertible Debt | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes payable, net of discount | $ 708,000 |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 2 | Preferred Stock | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock | 1,857,000 |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | Goodwill | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Goodwill | $ 1,083,000 |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | Convertible Debt | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes payable, net of discount | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | Preferred Stock | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred stock |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Engineering and Research and Development (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Software development costs | $ (365,000) | |
XcelaSAN | ||
Software development costs | $ 365,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Advertising (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Summary Of Significant Accounting Policies - Advertising Details Narrative | ||
Advertising expense | $ 89,000 | $ 139,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Concentrations of Credit Risk (Details Narrative) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Accounts Receivable | ||
One customer percentage | 16.00% | 30.00% |
Revenues | ||
One customer percentage | 20.00% | 15.00% |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Reconciliation of the numerator and denominator used in computing basic and diluted net loss per share (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Basic net loss per share | ||
Loss (numerator) | $ (5,588,000) | $ (2,609,000) |
Shares (denominator) | 2,538,511 | 1,999,856 |
Net loss per share, basic | $ (2.20) | $ (1.30) |
Effect of dilutive securities | ||
Effect of dilutive securities - stock options | ||
Diluted net loss per share | ||
Loss (numerator) | $ (5,509,000) | $ (2,609,000) |
Shares (denominator) | 2,538,511 | 1,999,856 |
Net loss per share, diluted | $ (2.20) | $ (1.30) |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Net Income (Loss) Per Share (Details Narrative) - shares | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Stock Options | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 134,079 | 272,580 |
Warrant | ||
Anti-dilutive securities not included in diluted net loss per common share computation | 3,358,275 | 485,775 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Product Warranty (Details) - USD ($) | 12 Months Ended | ||
Apr. 30, 2015 | Apr. 30, 2014 | Apr. 30, 2013 | |
Summary Of Significant Accounting Policies - Product Warranty Details | |||
Balance beginning of year | $ 69,000 | $ 69,000 | $ 79,000 |
Charges to costs and expenses | 11,000 | 9,000 | 14,000 |
Deductions | (70,000) | (9,000) | (24,000) |
Balance end of year | $ 10,000 | $ 69,000 | $ 69,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Stock-Based Compensation - Summary of option activity (Details) | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2009shares | Apr. 30, 2015USD ($)integer$ / sharesshares | Apr. 30, 2014USD ($)$ / sharesshares | ||
Summary of option activity, Shares | ||||
Beginning Balance (in shares) | shares | 264,244 | |||
Granted | shares | 8,333 | |||
Exercised | shares | ||||
Expired | shares | (138,498) | |||
Ending balance (in shares) | shares | 125,746 | 264,244 | ||
Exercisable April 30, 2015 | shares | 125,746 | |||
Vested April 30, 2015 | shares | 125,746 | |||
Summary of option activity, Weighted average exercise price | ||||
Beginning balance (in dollars per share) | $ 12.42 | |||
Granted | ||||
Exercised | ||||
Expired | $ 16 | |||
Ending balance (in dollars per share) | 8.48 | $ 12.42 | ||
Exercisable April 30, 2015 | 8.48 | |||
Vested April 30, 2015 | $ 8.48 | |||
Summary of option activity, Additional disclosures | ||||
Weighted average remaining contractual life | 3 years 7 months 2 days | 4 years 5 months 16 days | ||
Exercisable, weighted average remaining contractual life | 3 years 7 months 2 days | |||
Expected to vest, weighted average remaining contractual life | 3 years 7 months 2 days | |||
Granted, Aggregate intrinsic value | ||||
Exercised, Aggregate intrinsic value | $ | ||||
Expired, Aggregate intrinsic value | $ | ||||
Balance April 30, 2015, Aggregate intrinsic value | $ | [1] | $ 6,250 | ||
Exercisable April 30, 2015, Aggregate intrinsic value | $ | ||||
Vested April 30, 2015, Aggregate intrinsic value | $ | ||||
Summary of Significant Accounting Policies (Textual) [Abstract] | ||||
Closing price of common stock on NASDAQ Stock Market | $ 2.17 | $ 2.69 | ||
Number of in-the-money options outstanding | integer | 0 | |||
[1] | These amounts represent the difference between the exercise price and the closing price of Dataram Common Stock as of the end of the reporting period, $2.17 on April 30, 2015 as reported on the NASDAQ Stock Market. There are no in-the-money options outstanding at April 30, 2015. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Summary of Significant Accounting Policies (Textual) [Abstract] | ||
Stock-based compensation expense | $ 14,000 | $ 43,000 |
Options completing vesting | 12,500 | |
Total unrecognized compensation costs related to stock options | $ 0 | |
Shares authorized for future grant under the Company's stock option plans | 258,333 |
Financing Agreements - Payables
Financing Agreements - Payables (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2013 | Oct. 31, 2013USD ($)integer | Dec. 31, 2011USD ($) | Apr. 30, 2015USD ($) | Apr. 30, 2014USD ($) | Nov. 06, 2013USD ($) | |
Financing Agreements (Textual) [Abstract] | ||||||
Net proceeds from sale of common stock and warrants | $ 365,000 | $ 1,561,000 | ||||
Sale leaseback, gain on sale of assets | (71,000) | |||||
Sale leaseback, portion of deferred gain in accrued liabilities | 282,000 | 929,000 | ||||
Sale leaseback, portion of deferred gain in other long term liabilities | 179,000 | 250,000 | ||||
Rosenthal and Rosenthal Financing Agreement | ||||||
Financing Agreements (Textual) [Abstract] | ||||||
Formula-based secured debt financing capacity | 3,500,000 | $ 3,500,000 | ||||
Financing agreement, maturity date | Nov. 30, 2016 | |||||
Financing agreement, amount outstanding | 3,091,000 | $ 3,327,000 | ||||
Financing agreement, borrowed amounts under line of credit | $ 2,109,000 | |||||
Borrowings, collateral, description | Borrowings under the Financing Agreement are collateralized by substantially all the assets of the Company. | |||||
Interest rate, description | Loans outstanding under the Financing Agreement bear interest at a rate of the Prime Rate (as defined in the Financing Agreement) plus 3.25% (the "Effective Rate") or on Over-advances (as defined in the Financing Agreement), if any, at a rate of the Effective Rate plus 3%. | |||||
Loan facility, borrowing capacity, description | On April 29, 2014, the Company entered into an amendment (the Amendment) to the Financing Agreement. The Amendment provides for advances against inventory balances based on prescribed formulas of raw materials and finished goods. | |||||
Credit facility, covenant terms | The Financing Agreement contains other financial and restrictive covenants, including, among others, covenants limiting our ability to incur indebtedness, guarantee obligations, sell assets, make loans, enter into mergers and acquisition transactions and declare or make dividends. | |||||
Weighted average interest rate | 8.50% | 9.40% | ||||
Mr. Sheerr | Note and Security Agreement | ||||||
Financing Agreements (Textual) [Abstract] | ||||||
Formula-based secured debt financing capacity | $ 2,000,000 | |||||
Financing agreement, borrowed amounts under line of credit | $ 2,000,000 | |||||
Interest rate, description | The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. | The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. | ||||
Loan facility, borrowing capacity, description | The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. Principal was payable in 29 equal monthly installments of $33,333, beginning on November 15, 2013 and subsequently on the 15th day of each month thereafter, until paid in full. | On April 30, 2014 the note was paid in full. | ||||
Frequency of periodic payment | Monthly | |||||
Number of installments | integer | 29 | |||||
Date of first required payment, principal amount | Nov. 15, 2013 | |||||
Proceeds from sale of equipment and furniture | $ 500,000 | |||||
Repayment of Note | $ 500,000 | |||||
Sale leaseback transaction, lease terms | The Company entered into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional 2 year period. | |||||
Sale leaseback, monthly rental payments | $ 7,500 | |||||
Sale leaseback, gain on sale of assets | 139,000 | |||||
Sale leaseback, deferred gain | 322,000 | |||||
Sale leaseback, portion of deferred gain in accrued liabilities | $ 72,000 | $ 72,000 | ||||
Sale leaseback, portion of deferred gain in other long term liabilities | $ 179,000 | 250,000 | ||||
Amount borrowed under agreement | 966,667 | |||||
Principal amount due per month | $ 33,333 | $ 33,333 | ||||
Interest expense | $ 122,000 |
Financing Agreements - Receivab
Financing Agreements - Receivables (Details Narrative) - Shoreline Memory - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 30, 2012 | Apr. 30, 2013 | Oct. 31, 2013 | Jul. 31, 2013 | Mar. 27, 2013 | Feb. 22, 2013 | Feb. 19, 2013 | Aug. 31, 2012 | Jul. 31, 2012 | |
Warrant | |||||||||
Notes Receivable (Textual) [Abstract] | |||||||||
Common stock called by warrants, percentage | 30.00% | ||||||||
Convertible Senior Promissory Note | |||||||||
Notes Receivable (Textual) [Abstract] | |||||||||
Amount to be loaned under Convertible Senior Promissory Note | $ 1,500,000 | ||||||||
Note receivable, interest rate description | Prime plus 3.0% | ||||||||
Terms of advance under the note | Each time the Company advanced money under the note, the Company was granted 1% of the outstanding Common Stock of Shoreline for every $100,000 advanced up to a maximum of 15%. This was in addition to the 15% allowable under the conversion of the note and the warrant to acquire 30% of Shoreline Common Stock. The conversion is at the rate of 1% of the outstanding Common Stock for each $100,000 converted up to a maximum of 15%. | ||||||||
Note receivable maturity period | 3 years | ||||||||
Note receivable collateral, description | The note was secured by all the assets of Shoreline and Shoreline Capital Management Ltd. ("Shoreline Capital") as guarantor. | ||||||||
Convertible terms, description | Also executed with the note was a warrant to purchase 30% of the outstanding Common Stock of Shoreline at the time of exercise and the warrant expires sixty days after the third anniversary of the closing of the transaction. The warrant prescribed a formula to determine the price per share at the time of exercise. If all the amounts under the note were advanced and converted and the full warrant was exercised, the Company would have owned 60% of the outstanding Common Stock of Shoreline. | ||||||||
Amount advanced under the note | $ 375,000 | $ 375,000 | |||||||
Partial repayments of note receivable | $ 162,000 | $ 225,000 | $ 200,000 | $ 50,000 | |||||
Termination agreement, description | The Company reached an agreement to terminate its relationship with Shoreline. At closing, the Company received an additional $225,000 as a partial repayment of the loan in connection with the termination of all agreements with Shoreline. The remaining $275,000 was scheduled to be repaid in accordance with the amended and restated promissory note on July 31, 2013. The promissory note bears interest at the rate of 6% and is guaranteed by Shoreline Memory, Inc., Shoreline Capital Management Ltd and Trevor Folk. The Company reserved the remaining $275,000 on July 31, 2013. The Company received $162,000 as a final settlement for the note on November 1, 2013. | ||||||||
Allowance for uncollectible notes receivable | $ 275,000 |
Securities Purchase Agreement (
Securities Purchase Agreement (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2015USD ($)$ / shares$ / unitshares | Nov. 30, 2014USD ($)$ / shares$ / unitshares | Jul. 31, 2014USD ($) | Mar. 31, 2014USD ($)$ / unitshares | Sep. 30, 2013USD ($)$ / unitshares | Oct. 31, 2014USD ($) | Jul. 31, 2014USD ($) | Apr. 30, 2015USD ($)$ / sharesshares | Apr. 30, 2014$ / sharesshares | Mar. 20, 2014USD ($)$ / shares | Sep. 23, 2013shares | Sep. 18, 2013USD ($) | |
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Stock warrants outstanding | shares | 485,775 | |||||||||||
Price per share | $ / shares | $ 2.17 | $ 2.69 | ||||||||||
Adjustments to additional paid in capital, beneficial conversion feature | $ 188,000 | |||||||||||
Restricted Stock | Chief Executive Officer | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Number of common stock called by warrants | shares | 316,000 | |||||||||||
Net proceeds from sale of common stock and warrants | $ 365,000 | |||||||||||
Exercise price of warrants | $ / shares | $ 2.50 | |||||||||||
Risk-free interest rate | 1.19% | |||||||||||
Expected volatility | 90.50% | |||||||||||
Expected dividend rate | 0.00% | |||||||||||
Strike price | $ / unit | 2.50 | |||||||||||
Expected term | 5 years | |||||||||||
Restricted shares, issued and sold | shares | 183,000 | |||||||||||
Price per share | $ / shares | $ 2 | |||||||||||
Adjustments to additional paid in capital, beneficial conversion feature | $ 0 | |||||||||||
Private Placement | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Risk-free interest rate | 1.19% | |||||||||||
Expected volatility | 90.50% | |||||||||||
Expected dividend rate | 0.00% | |||||||||||
Strike price | $ / unit | 2.50 | |||||||||||
Expected term | 5 years | |||||||||||
Private placement, description | On February 2, 2015, the Company completed a private placement of 26,600 shares of its Series A Stock together with Preferred Warrants to purchase shares of its common stock at a price of $5.00 per share, in accordance with the Purchase Agreement. | On November 12, 2014, the Company completed a private placement of 600,000 shares of its Series A Preferred Stock (Series A Stock) together with Warrants to purchase shares of its common stock (Preferred Warrant) at a price of $5.00 per share, in accordance with the Series A Preferred Stock Purchase Agreement dated October 20, 2014 (the Purchase Agreement). At any time from November 17, 2014, the date of Closing, and prior to October 20, 2019 (the Put/Call Exercise Period), the investors may exercise a right to purchase and require the Company to sell up to an additional 700,000 shares of Series A Stock. If the investors have not exercised this right during the Put/Call Exercise Period, the Company may exercise a right to cause and require the investors to purchase up to an additional 700,000 shares of Series A Stock, for an aggregate purchase price of $3,500,000. Holders of the Series A Stock shall initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares of the Companys common stock obtained by dividing the stated value of each share of Series A ($5.00) by $2.00. For each share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Companys common stock at an exercise price of $2.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing. The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise, the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Companys Common Stock. | ||||||||||
Private placement, conversion terms | Holders of the Series A Stock shall initially have the right to convert such shares of Series A Stock into the number of authorized but previously unissued shares of the Company's common stock obtained by dividing the stated value of each share of Series A ($5.00) by $2.00. For each share of Series A Stock, the investors will receive 2.5 Preferred Warrants to purchase the Company's common stock at an exercise price of $2.50 per share. The Preferred Warrants are exercisable immediately for a period of five years from the date of closing. The exercise price of the Preferred Warrants is subject to adjustments in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The exercisability of the Preferred Warrants may be limited if upon exercise, the warrant holder or any of its affiliates would beneficially own more than 4.99% of the Company's Common Stock. | |||||||||||
Private placement preferred shares issued | shares | 26,600 | 600,000 | ||||||||||
Proceeds from issuance of private placement | $ 133,000 | $ 2,700,000 | ||||||||||
Preferred stock, dividend rate, percentage | 8.00% | |||||||||||
Preferred stock, dividend rate, per share dollar amount | $ / shares | $ 0.40 | |||||||||||
Price per share | $ / shares | $ 5 | $ 5 | ||||||||||
Common stock issued for services | shares | 182,500 | |||||||||||
Warrants issued for services | shares | 90,000 | |||||||||||
Adjustments to additional paid in capital, beneficial conversion feature | $ 0 | $ 0 | ||||||||||
Securities Purchase Agreement | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Shares of stock sold | shares | 219,754 | 350,000 | ||||||||||
Number of common stock called by warrants | shares | 350,000 | |||||||||||
Net proceeds from sale of common stock and warrants | $ 695,491 | |||||||||||
Combination of securities offered in Securities Purchase Agreement, description | The Company offered 350,931 shares of common stock and 350,931 common stock warrants to certain investors. | |||||||||||
Purchase price per fixed combination | $ / unit | 3 | 2.30 | ||||||||||
Description of period for exercisability of warrants | The exercisability of the warrants may be limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of the Common Stock. After the one year anniversary of the initial exercise date of the warrants, the Company had the right to call the warrants for cancellation for $.001 per share in the event that the volume weighted average price of the Common Stock for 20 consecutive trading days exceeds $10.00. | |||||||||||
Warrants exercised | shares | 86,100 | |||||||||||
Exercise price of warrants | $ / shares | $ 3.50 | |||||||||||
Proceeds from exercise of warrants | $ 306,350 | |||||||||||
Common stock issued upon exercise of warrants | shares | 86,100 | |||||||||||
Estimated offering expenses | $ 559,000 | $ 807,000 | ||||||||||
Securities Purchase Agreement | Bridge Notes and Warrants | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Description of period for exercisability of warrants | The Bridge Warrants are exercisable for five years after the closing date of the Purchase Agreement, or July 15, 2019. For each $1,000 of principal amount of Bridge Notes, the holder received 1,200 Bridge Warrants, each exercisable for the purchase of one share of the Companys common stock. Each holder is entitled to exercise one-third of all Bridge Warrants received at an exercise price of $3.00, one-third of all Bridge Warrants received at an exercise price of $3.50, and one-third of all Bridge Warrants received at an exercise price that is equal to the closing price on the closing date of the Purchase Agreement, $2.94. | |||||||||||
Exercise price of warrants | $ / shares | $ 2 | |||||||||||
Bridge loan | $ 750,000 | $ 750,000 | ||||||||||
Bridge loan, issuance date | Jul. 15, 2014 | |||||||||||
Bridge loan, description | The Company issued $600,000 aggregate principal amount of the Bridge Notes to certain Institutional investors and $150,000 aggregate principal amount of the Bridge Notes to certain members of Management. | |||||||||||
Bridge loan, maturity date | Jan. 15, 2016 | Oct. 15, 2014 | ||||||||||
Bridge loan, conversion description | The sale of shares of its Series A Stock resulted in the reduction of the conversion price of the Bridge Notes held by the institutional investors to $2.00 from $2.50 to equal the conversion price of the Series A Preferred Stock. | The initial conversion price for Institutional Investors is $2.50 per share (which was subsequently reduced), and the initial conversion price for Management is equal to the closing price of the Companys common stock on the closing date of the Purchase Agreement, $2.94. | ||||||||||
Bridge loan, interest rate | 8.00% | 8.00% | ||||||||||
Sale of Series A preferred stock | shares | 600,000 | |||||||||||
Bridge loan, repayment of debt | 42,500 | |||||||||||
Bridge loan, amount of default | $ 80,000 | |||||||||||
Risk-free interest rate | 1.26% | |||||||||||
Expected volatility | 100.00% | |||||||||||
Expected dividend rate | 0.00% | |||||||||||
Discount on notes payable, warrants | $ 562,000 | |||||||||||
Beneficial conversion feature | $ 188,000 | |||||||||||
Non-cash interest charge | $ 617,000 | $ 133,000 | ||||||||||
Warrants | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Stock warrants outstanding | shares | 3,358,275 | |||||||||||
Warrants | Minimum | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Exercise price of warrants | $ / shares | $ 2 | |||||||||||
Warrants | Maximum | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Exercise price of warrants | $ / shares | $ 13.56 | |||||||||||
Private Placement | Put/Call Option | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Risk-free interest rate | 1.64% | |||||||||||
Expected volatility | 93.00% | |||||||||||
Expected dividend rate | 8.00% | |||||||||||
Strike price | $ / unit | 5 | |||||||||||
Expected term | 5 years | |||||||||||
Fair value assumptions, exercise price | $ / shares | $ 5.58 | |||||||||||
Private Placement | Warrant | ||||||||||||
Securities Purchase Agreement (Textual) [Abstract] | ||||||||||||
Risk-free interest rate | 1.64% | |||||||||||
Expected volatility | 93.00% | |||||||||||
Expected dividend rate | 0.00% | |||||||||||
Strike price | $ / unit | 2.50 | |||||||||||
Expected term | 5 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2013USD ($)integer | Dec. 31, 2011USD ($) | Apr. 30, 2015USD ($) | Apr. 30, 2014USD ($) | Apr. 30, 2013USD ($) | |
Related Party Transactions (Textual) [Abstract] | |||||
Sale leaseback, gain on sale of assets | $ (71,000) | ||||
Sale leaseback, portion of deferred gain in accrued liabilities | 282,000 | $ 929,000 | |||
Sale leaseback, portion of deferred gain in other long term liabilities | 179,000 | 250,000 | |||
Sheerr Memory | |||||
Related Party Transactions (Textual) [Abstract] | |||||
Purchase of inventories for resale | 1,348,000 | 3,144,000 | |||
Accounts payable | $ 15,000 | 271,000 | |||
Trade terms with related party | Sheerr Memory offers the Company trade terms of net 30 days and all invoices are settled in the normal course of business. No interest is paid. | ||||
Mr. Sheerr | Note and Security Agreement | |||||
Related Party Transactions (Textual) [Abstract] | |||||
Formula-based secured debt financing capacity | $ 2,000,000 | ||||
Interest rate, description | The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. | The Company was obligated to pay monthly interest equal to 10% per annum calculated on a 360 day year of the outstanding loan balance. | |||
Financing agreement, borrowed amounts under line of credit | $ 2,000,000 | ||||
Principal amount due per month | $ 33,333 | $ 33,333 | |||
Proceeds from sale of equipment and furniture | 500,000 | ||||
Repayment of Note | 500,000 | ||||
Amount borrowed under agreement | $ 966,667 | ||||
Frequency of periodic payment | Monthly | ||||
Number of installments | integer | 29 | ||||
Date of first required payment, principal amount | Nov. 15, 2013 | ||||
Interest expense | 122,000 | ||||
Sale leaseback transaction, lease terms | The Company entered into an agreement with Mr. Sheerr to leaseback the equipment and furniture that was sold to Mr. Sheerr on October 31, 2013. The lease is for a term of 60 months and the Company is obligated to pay approximately $7,500 per month for the term of the lease. The Company has an option to extend the lease for an additional 2 year period. | ||||
Sale leaseback, monthly rental payments | $ 7,500 | ||||
Sale leaseback, gain on sale of assets | 139,000 | ||||
Sale leaseback, deferred gain | $ 322,000 | ||||
Sale leaseback, portion of deferred gain in accrued liabilities | $ 72,000 | 72,000 | |||
Sale leaseback, portion of deferred gain in other long term liabilities | 179,000 | 250,000 | |||
Keystone Memory Group | |||||
Related Party Transactions (Textual) [Abstract] | |||||
Purchase of inventories for resale | 1,150,000 | $ 1,058,000 | |||
Accounts payable | $ 32,000 | $ 27,000 | |||
Trade terms with related party | Keystone Memory offers the Company trade terms of net due and all invoices are settled in the normal course of business. No interest is paid. |
Income Taxes - Income tax expen
Income Taxes - Income tax expense (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Current: | ||
Federal | ||
State | $ 3,000 | $ 3,000 |
Total Current | $ 3,000 | $ 3,000 |
Deferred: | ||
Federal | ||
State | ||
Total Deferred | $ 3,000 | |
Total income tax expense | $ 3,000 | $ 3,000 |
Income Taxes - Income tax exp45
Income Taxes - Income tax expense differs from expected tax expense (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory rates | $ (1,301,000) | $ (887,000) |
State income taxes (net of federal income tax benefit) | $ (28,000) | (63,000) |
Impact of change in state rate | 1,144,000 | |
Other | $ 257,000 | (108,000) |
Total income tax expense (benefit) before provision for valuation allowance | (1,072,000) | 86,000 |
Changes in valuation allowance | 1,075,000 | (83,000) |
Total income tax expense | $ 3,000 | $ 3,000 |
Income Taxes - The tax effect o
Income Taxes - The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities (Details) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Deferred tax assets: | ||
Compensated absences and severance, principally due to accruals for financial reporting purposes | $ 3,000 | $ 67,000 |
Stock-based compensation expense | 1,151,000 | 1,146,000 |
Accounts receivable, principally due to allowance for doubtful accounts and sales returns | 49,000 | 77,000 |
Property and equipment, principally due to differences in depreciation | 216,000 | 216,000 |
Intangible assets | 53,000 | 386,000 |
Inventories | 54,000 | 61,000 |
Domestic net operating losses | 10,609,000 | 9,120,000 |
Alternative minimum tax | 438,000 | 438,000 |
Capitalized R & D cost | 128,000 | 0 |
Other | 23,000 | 138,000 |
Deferred tax assets | 12,724,000 | 11,649,000 |
Valuation allowance | $ (12,724,000) | $ (11,649,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 1,075,000 | $ (83,000) |
Net operating loss carry-forwards | $ 29,900,000 | $ 25,600,000 |
Expiration of net operating loss carry-forwards for Federal tax purposes | between 2023 and 2035 | |
Expiration of net operating loss carry-forwards for State tax purposes | between 2016 and 2035 |
Stock Options - Stock options a
Stock Options - Stock options activity table - Key Employees (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2009 | Apr. 30, 2015 | Apr. 30, 2014 | |
Shares | |||
Beginning Balance (in shares) | 264,244 | ||
Granted (in shares) | 8,333 | ||
Exercised (in shares) | |||
Expired (in shares) | (138,498) | ||
Ending balance (in shares) | 125,746 | 264,244 | |
Weighted average exercise price per share | |||
Beginning balance (in dollars per share) | $ 12.42 | ||
Granted (in dollars per share) | |||
Exercised (in dollars per share) | |||
Ending balance (in dollars per share) | $ 8.48 | $ 12.42 | |
Stock Options | Key Employees | |||
Shares | |||
Beginning Balance (in shares) | 245,577 | 280,242 | |
Granted (in shares) | |||
Exercised (in shares) | |||
Expired (in shares) | (119,831) | (34,665) | |
Ending balance (in shares) | 125,746 | 245,577 | |
Exercise price per share | |||
Beginning balance (in dollars per share) lower range | $ 2.44 | $ 2.44 | |
Beginning balance (in dollars per share) upper range | $ 19.20 | $ 24.54 | |
Granted (in dollars per share) lower range | |||
Granted (in dollars per share) upper range | |||
Exercised (in dollars per share) lower range | |||
Exercised (in dollars per share) upper range | |||
Expired (in dollars per share) lower range | $ 6.72 | $ 6.72 | |
Expired (in dollars per share) upper range | 19.20 | 24.54 | |
Ending balance (in dollars per share) lower range | 2.44 | 2.44 | |
Ending balance (in dollars per share) upper range | 15.42 | 19.20 | |
Weighted average exercise price per share | |||
Beginning balance (in dollars per share) | $ 12.27 | $ 12.04 | |
Granted (in dollars per share) | |||
Exercised (in dollars per share) | |||
Expired (in dollars per share) | $ 16.24 | $ 10.41 | |
Ending balance (in dollars per share) | $ 8.48 | $ 12.27 |
Stock Options - Stock options49
Stock Options - Stock options activity table - Non employees (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2009 | Apr. 30, 2015 | Apr. 30, 2014 | |
Shares | |||
Beginning Balance (in shares) | 264,244 | ||
Granted (in shares) | 8,333 | ||
Exercised (in shares) | |||
Expired (in shares) | (138,498) | ||
Ending balance (in shares) | 125,746 | 264,244 | |
Weighted average exercise price per share | |||
Beginning balance (in dollars per share) | $ 12.42 | ||
Granted (in dollars per share) | |||
Exercised (in dollars per share) | |||
Ending balance (in dollars per share) | $ 8.48 | $ 12.42 | |
Stock Options | Non Employees Directors | |||
Shares | |||
Beginning Balance (in shares) | 18,667 | 31,333 | |
Granted (in shares) | |||
Exercised (in shares) | |||
Expired (in shares) | (18,667) | (12,666) | |
Ending balance (in shares) | 18,667 | ||
Exercise price per share | |||
Beginning balance (in dollars per share) lower range | $ 11.94 | $ 11.94 | |
Beginning balance (in dollars per share) upper range | $ 15.42 | $ 24.54 | |
Granted (in dollars per share) lower range | |||
Granted (in dollars per share) upper range | |||
Exercised (in dollars per share) lower range | |||
Exercised (in dollars per share) upper range | |||
Expired (in dollars per share) lower range | $ 11.94 | $ 15.42 | |
Expired (in dollars per share) upper range | $ 15.42 | 24.54 | |
Ending balance (in dollars per share) lower range | 11.94 | ||
Ending balance (in dollars per share) upper range | 15.42 | ||
Weighted average exercise price per share | |||
Beginning balance (in dollars per share) | $ 14.43 | $ 15.60 | |
Granted (in dollars per share) | |||
Exercised (in dollars per share) | |||
Expired (in dollars per share) | $ 14.43 | $ 17.34 | |
Ending balance (in dollars per share) | $ 14.43 |
Stock Options - Stock option ex
Stock Options - Stock option expense (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2009 | Apr. 30, 2015 | Apr. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 125,746 | 264,244 | |
Number of shares granted | 8,333 | ||
Options expiration period | TEN YEARS AFTER DATE OF GRANT | ||
Fair value of options | $ 121,000 | ||
Stock Options | 2001 Incentive and Non-statutory Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares allowed for granting under the plan | 300,000 | ||
Number of options outstanding | 25,000 | 239,246 | |
Number of shares granted | 25,000 | ||
Stock Options | 2001 Incentive and Non-statutory Stock Option Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting periods for options | 1 year | ||
Stock Options | 2001 Incentive and Non-statutory Stock Option Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting periods for options | 5 years | ||
Stock Options | 2011 Incentive and Non-statutory Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares allowed for granting under the plan | 33,333 | ||
Stock Options | 2014 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares allowed for granting under the plan | 250,000 | ||
Nonqualified Stock Options | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options outstanding | 125,746 | ||
Options expiration period | EXPIRE EITHER FIVE OR TEN YEARS AFTER DATE OF GRANT. | ||
Nonqualified Stock Options | Minimum | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting periods for options | 1 year | ||
Nonqualified Stock Options | Maximum | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting periods for options | 2 years |
Accrued Liabilities - Accrued l
Accrued Liabilities - Accrued liabilities (Details) - USD ($) | Apr. 30, 2015 | Apr. 30, 2014 |
Payables and Accruals [Abstract] | ||
Payroll, including vacation | $ 27,000 | $ 217,000 |
Commissions | $ 10,000 | 75,000 |
Bonuses | 70,000 | |
Lease legal settlement | 225,000 | |
Deferred gain on equipment sale | $ 72,000 | 72,000 |
Accounting and audit | 53,000 | 85,000 |
Other | 120,000 | 185,000 |
Total accrued liabilities | $ 282,000 | $ 929,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum lease payments (Details) | Apr. 30, 2015USD ($) |
Year ending April 30: | |
2,016 | $ 259,000 |
2,017 | 172,000 |
2,018 | 174,000 |
2,019 | 130,000 |
2,020 | 86,000 |
Total | 821,000 |
Commitments | Non-Related Party | |
Year ending April 30: | |
2,016 | 169,000 |
2,017 | 82,000 |
2,018 | 84,000 |
2,019 | 85,000 |
2,020 | 86,000 |
Total | 506,000 |
Commitments | Related Party | |
Year ending April 30: | |
2,016 | 90,000 |
2,017 | 90,000 |
2,018 | 90,000 |
2,019 | $ 45,000 |
2,020 | |
Total | $ 315,000 |
Commitments and Contingencies53
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Rental expense | $ 443,000 | $ 419,000 |
Open purchase orders outstanding | 83,000 | |
Royalties charged to operations | $ 57,000 | $ 60,000 |
Legal Proceeding MPP Associates and Marc Palker vs Dataram | ||
Lawsuit Filing Date | April 8, 2015 | |
Plaintiff | MPP Associates, Inc. and Marc P. Palker | |
Defendant | Dataram Corporation, Jon Isaac, David Moylan, Michael Markulec and Richard Butler | |
Domicile | Superior Court of the State of New Jersey, Essex County | |
Allegations | Associates, Inc. asserts claims for breach of contract against Dataram for breach of contract and breach of the covenant of good faith and fair dealing.  Mr. Palker asserts a claim against Dataram for breach of contract, alleging that he is a third party beneficiary of the agreement between MPP Associates, Inc. and Dataram.  Mr. Palker also asserts a claim against Dataram and Messrs. Isaac, Moylan, Markulec and Butler for violation of the New Jersey Conscientious Employee Protection Act (“CEPA”), alleging that he was an “employee” of Dataram under the law and that his employment was terminated in retaliation for making lawfully protected objections concerning certain conduct. | |
Damages sought | Plaintiffs do not demand a specific amount damages, but instead seek legal damages, compensatory damages, lost earnings and benefits, punitive damages, attorney’s fees with enhancement, costs of suit, and pre-judgment and post-judgment interest. | |
Legal Proceeding John Freeman vs Dataram | ||
Lawsuit Filing Date | April 9, 2015 | |
Plaintiff | John H. Freeman | |
Defendant | Dataram Corporation, David A. Moylan, Jon Isaac, and John Does 1-5 | |
Domicile | Superior Court of the State of New Jersey, Essex County | |
Allegations | Mr. Freeman asserts claims for breach of contract against Dataram for breach of his employment agreement and breach of a promissory note. Mr. Freeman asserts claims against the company and Messrs. Moylan and Isaac for defamation per se and defamation. Mr. Freeman similarly asserts a claim for defamation against the John Doe defendants. | |
Damages sought | Mr. Freeman does not demand a specific amount damages, but instead seeks compensatory damages, punitive damages, attorney’s fees, costs of suit, and pre-judgment interest. | |
Legal Proceeding Dataram vs John Freeman, Marc Palker and MPP Associates, Inc. | ||
Lawsuit Filing Date | April 10, 2015 | |
Plaintiff | Dataram | |
Defendant | John Freeman, Marc Palker and MPP Associates, Inc. | |
Domicile | Superior Court of the State of New Jersey, Essex County | |
Allegations | The company asserts claims against Mr. Freeman for breach of the duty of loyalty and misappropriation of corporate property/conversion, claims against Messrs. Freeman and Palker for breach of fiduciary duty, and claims against Messrs. Freeman and Palker and MPP Associates, Inc. for fraud. | |
Damages sought | The company seeks at least $110,640.52 against Mr. Freeman and legal damages, compensatory, consequential, and punitive damages, attorney’s fees, costs of suit, and interest against all defendants. | |
Legal Proceeding Alethea Douglas vs Dataram | ||
Lawsuit Filing Date | June 26, 2015 | |
Plaintiff | Alethea Douglas | |
Defendant | Dataram Corporation | |
Domicile | U.S. Equal Employment Opportunity Commission | |
Allegations | a claim for age discrimination in connection with the termination of her employment effective May 20, 2015 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2015 | Apr. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Company contribution to plan | 4.50% | |
Company matching contributions | $ 151,000 | $ 180,000 |
Revenue by geographic location
Revenue by geographic location (Details) - USD ($) | 12 Months Ended | |||
Apr. 30, 2015 | Apr. 30, 2014 | |||
Revenues | $ 28,258,000 | $ 30,399,000 | ||
Total assets | 6,275,000 | 7,572,000 | ||
Long lived assets | 1,498,000 | 1,353,000 | ||
United States | ||||
Revenues | 23,285,000 | 24,917,000 | ||
Total assets | 6,269,000 | 7,556,000 | ||
Long lived assets | 1,498,000 | 1,353,000 | ||
Europe | ||||
Revenues | 3,785,000 | 3,431,000 | ||
Total assets | 6,000 | 16,000 | ||
Long lived assets | 0 | 0 | ||
Other | ||||
Revenues | [1] | 1,188,000 | 2,051,000 | |
Total assets | [1] | 0 | 0 | |
Long lived assets | $ 0 | [1] | $ 0 | |
[1] | Principally Asia Pacific Region |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 12 Months Ended | |
Jul. 29, 2015USD ($)integershares | Apr. 30, 2015USD ($) | Apr. 30, 2014USD ($) | |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 365,000 | $ 1,561,000 | |
Subsequent Event | Common Stock Purchase Agreement | Investors | |||
Subsequent Event [Line Items] | |||
Common stock issued, shares | shares | 500,000 | ||
Proceeds from issuance of common stock | $ 500,000 | ||
Accredited investors | integer | 5 |