UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2006.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___ to ___.
Commission file number: 1-8266
DATARAM CORPORATION
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(Exact name of registrant as specified in its charter)
New Jersey 22-1831409
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(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 7528, Princeton, New Jersey 08543-7528
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 799-0071
Securities registered pursuant to section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $1.00 Par Value
--------------------------------
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
NOTE - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
the definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell-company (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the Common Stock held by non-affiliates of
the registrant calculated on the basis of the closing price as of the last
business day of the registrant's most recently completed second quarter,
October 31, 2005, was $47,541,949.
The number of shares of Common Stock outstanding on July 21, 2006 was
8,493,396 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Definitive Proxy Statement for Annual Meeting of Shareholders to be
held on September 13, 2006 (the "Definitive Proxy Statement") to be filed
within 120 days of the end of the fiscal year.
(2) 2006 Annual Report to Security Holders
1
DATARAM CORPORATION
INDEX
Part I Page
Item 1. Business (including Risk Factors). . . . . . . . 3
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . 8
Item 1B. Unresolved Staff Comments. . . . . . . . . . . . 10
Item 2. Properties . . . . . . . . . . . . . . . . . . . 10
Item 3. Legal Proceedings . . . . . . . . . . . . . . . 10
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . 10
Part II
Item 5. Market for Registrant' s Common Equity
and Related Stockholder Matters. . . . . . . . . 11
Item 6. Selected Financial Data. . . . . . . . . . . . . 11
Item 7. Management' s Discussion and Analysis of
Financial Condition and Results of Operations. . 11
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk . . . . . . . . . . . . . . . 11
Item 8. Financial Statements and Supplementary Data. . . 11
Item 9. Changes In and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . 12
Item 9A. Controls and Procedures . . . . . . . . . . . . 16
Item 9B. Other Information . . . . . . . . . . . . . . . 16
Part III
Item 10. Directors and Executive Officers of
the Registrant . . . . . . . . . . . . . . . . . 16
Item 11. Executive Compensation . . . . . . . . . . . . . 17
Item 12. Security Ownership of Certain
Beneficial Owners and Management and
Related Stockholder Matters. . . . . . . . . . . 17
Item 13. Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . 17
Item 14. Principal Accountant Fees and Services . . . . . 17
Part IV
Item 15. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K . . . . . . 17
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2
PART I
Item 1. BUSINESS
(a) General Development of Business.
Dataram is a developer, manufacturer and marketer of large capacity
memory products primarily used in high performance network servers and
workstations. The Company provides customized memory solutions for original
equipment manufacturers ("OEMs") and compatible memory for computers
manufactured by Sun Microsystems, Inc. ("Sun"), Hewlett-Packard Company
("HP"), International Business Machines Corporation ("IBM"), Silicon
Graphics, Inc. ("SGI"), and Dell Corporation ("Dell"). The Company also
manufactures a line of memory products for Intel motherboard based servers
for sale to OEMs and channel assemblers.
The Company's memory products are sold worldwide to OEMs, distributors,
value-added resellers and end-users. The Company has a manufacturing facility
in the United States with sales offices in the United States, Europe and
Japan. The Company competes with several other large independent memory
manufacturers as well as the OEMs mentioned above. The primary raw material
used in producing memory boards is dynamic random access memory ("DRAM")
chips. The purchase cost of DRAM chips typically represents approximately 75%
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.
The Company's revenues for fiscal 2006 were $41.8 million compared to
$65.7 million in fiscal 2005. The decline in revenue came primarily from
reduced sales to one OEM customer, that has been experiencing financial
difficulties. Revenues derived from sales to this customer were $3.0 million
in fiscal 2006 compared to $21.9 million in fiscal 2005. Fiscal 2006 sales to
this customer occurred in the Company's first fiscal quarter ended July 31,
2005. Revenues were also adversely impacted by a decline in average selling
prices. The Company's average selling price per gigabyte declined by
approximately 22% in fiscal 2006 compared to the prior year. This was
primarily related to lower average prices of DRAM chips. The Company's
average price paid per DRAM was approximately 35% lower in fiscal 2006 than
fiscal 2005.
The Company's gross margins in fiscal 2006 were 29.5 percent of revenue.
This gross margin level is considered by management to be higher than normal
and primarily resulted from higher than expected sales of certain large
capacity memory products, which typically command higher margins. Management
expects that cost of sales as a percentage of revenue will generally be
approximately 75%, which is in line with its historical norm. Fluctuations
either up or down of 3% or less in any given period are not unusual and can
result from many factors, some of which are a rapid change in the price of
DRAMs, a change in product mix possibly resulting from a large order or
series of orders for a particular product or a change in customer mix.
On July 29, 2002, the Company entered into an agreement to sell its
undeveloped land for a price of $3.0 million. The agreement was amended on
October 20, 2004 and again on September 29, 2005. The effect of the
amendments was to increase the purchase price and extend the time to close.
On December 29, 2005, this sale closed. The purchase price was
$3,075,000 of which half, or $1,537,500, was paid in the form of a one-year
note which accrues interest, payable monthly at 5% per annum and is secured
by a mortgage. Of the remainder, $250,000 had been previously paid as
deposits and $1,253,000, which was net of closing costs, was received in cash
at closing. Prior to closing, the land was carried at cost on the Company's
balance sheet at a value of $875,000 and was shown as an asset held for sale.
3
Dataram was incorporated in New Jersey in 1967 and made its initial
public offering in 1968. Its common stock, $1 par value (the "Common Stock")
was listed for trading on the American Stock Exchange in 1981. In 2000 the
Company changed its listing to the NASDAQ National Market where its stock
trades under the symbol "DRAM." The Company's principal executive office is
located at 186 Princeton Road (Route 571), West Windsor, New Jersey 08550,
its telephone number is (609) 799-0071, its fax is (609) 799-6734 and its
website is located at http://www.dataram.com. Proxy Statements, Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K and all amendments thereto are either available on this website or
links to where those documents can be obtained free of charge, are available
on this website.
(b) Financial Information about Industry Segments.
The Company operates in one industry segment.
(c) Narrative Description of Business.
Industry Background
The market for the Company's memory products is principally the OEMs
that manufacture workstations and servers and the buyers and owners of
workstations and enterprise servers. These systems have been important to the
growth of the Internet.
A workstation, like a PC, is designed to provide computer resources to
individual users. A workstation differs from a PC by providing substantially
greater computational performance, input/output capability and graphic
display. Workstations are nearly always networked. As a result of this
networking capability of both workstations and PCs, the enterprise server has
grown in importance.
Enterprise servers are computer systems on a network which provide
dedicated functions accessible by all workstations and other systems on the
same network. Examples of different types of servers in use today are: file
servers, communication servers, computation servers, database servers, print
servers and storage servers.
Dataram designs, produces and markets memory products for workstations
and computer servers sold by Sun, HP, IBM, SGI and Dell. Additionally, the
Company produces and markets memory for Intel processor based motherboards
for use by OEMs and channel assemblers.
The "open system" philosophy espoused by most of the general computer
industry has played a part in enlarging the market for third party vendors.
Under the "open system" philosophy, manufacturers adhere to industry design
standards, enabling users to "mix and match" hardware and software products
from a variety of vendors so that a system can be configured for the user's
application in the most economical manner with reduced concern for
compatibility and support. Memory products for workstations and servers have
become commodities with substantial competition from OEMs and a number of
independent memory manufacture suppliers.
Generally, growth in the memory market closely follows both the growth
in unit shipments of system vendors and the growth of memory requirements per
system. Management estimates that long-term growth trends measured by
revenue in the market for its products is increasing.
In addition to the growth in the market, management estimates that in
the compatibles market, sales by system vendors constitute 80% of the memory
market. To successfully compete with system vendors, Dataram must continue
4
to respond to customers' needs in a short time frame. To support customers'
needs, the Company has a dedicated and highly automated manufacturing
facility that is designed to produce and ship customer orders within twenty-
four hours or less.
The OEM market is also an important part of the Company's business.
Management believes that increasingly cost conscious OEMs are looking to
independent memory suppliers such as Dataram for the low-cost supply of
memory modules.
Products
The Company's principal business is the development, manufacture and
marketing of memory modules which can be added to various enterprise servers
and workstations to upgrade or expand the capabilities of such systems. When
vendors produce computer systems adhering to open system industry standards,
the development effort for Dataram and other independent memory manufacturers
is straightforward and allows for the use of many standard components.
Distribution
Dataram sells its memory products to OEM's, distributors, value-added
resellers and larger end-users. The Company has sales offices in New Jersey,
Denmark, the United Kingdom, Germany and Japan.
Product Warranty and Service
Management believes that the Company's reputation for the reliability of
its memory products and the confidence of prospective purchasers in Dataram's
ability to provide service over the life of the product are important factors
in making sales. As a consequence, the Company adopted many years ago a
Lifetime Warranty program for its memory products. The economic useful life
of the computer systems to which Dataram's memory equipment is attached is
almost always substantially less than the physical useful life of the
equipment itself. Thus, memory systems are unlikely to "wear out." The
Company's experience is that less than 1% of all the products it sells are
returned under the Lifetime Warranty.
Working Capital Requirements
The memory product business is heavily dependent upon the price of
DRAMs. Producers of DRAM are required to invest substantial capital
resources to produce their end product. Their marginal cost is low as a
percentage of the total cost of the product. As a result, the world-wide
market for DRAMs has swung in the past from period to period from oversupply
to shortage. During periods of substantial oversupply, the Company has seen
falling prices for DRAMs and wide availability of DRAMs allowing the Company
to have minimum inventories to meet the needs of customers. During periods
of shortage, DRAMs are allocated and the Company must invest heavily in
inventory in order to continue to be assured of the supply of DRAMs from
vendors. Thus, the Company must maintain large cash reserves. At the
present time, the market for DRAMs is one of oversupply. At April 30, 2006,
the Company had cash and cash equivalents of $14.0 million and had no debt.
Memory Product Complexity
DRAM memory products for workstations and enterprise servers had, for
many years, been undergoing a process of simplification with a corresponding
decline in profit margins as competitors' entry into the market became
easier. However, recent trends in the market have seen the development by
OEMs of more complex memory designs. This has enabled Dataram to increase
its margins somewhat.
5
Engineering and Development
The Company's ability to compete successfully depends upon its ability
to identify new memory needs of its customers. To achieve this goal, the
Company's engineering group continually monitors computer system vendors' new
product developments, and the Company evaluates and tests major components as
they become available. Dataram designs prototype memory modules and subjects
them to reliability testing procedures. During its fiscal year ended April
30, 2006, the Company incurred costs of $1,136,000 for engineering and
product development, $1,299,000 in fiscal 2005 and $1,284,000 in fiscal 2004.
Raw Materials
The Company purchases standard dynamic random access memory ("DRAM")
chips. The cost of such chips is approximately 75% of the total cost of
memory products. Fluctuations in the availability or prices of memory chips
can have a significant impact on the Company's profit.
Dataram has created close relationships with a number of primary
suppliers while qualifying and developing alternate sources as a back up.
The qualification program consists of extensive evaluation of process
capabilities, on-time delivery performance and financial stability of each
supplier. Alternative sources are qualified to normally assure supply in the
event of a problem with the primary source or to handle surges in demand.
Manufacturing
The Company assembles its memory boards at its manufacturing facility in
Bucks County, Pennsylvania.
Backlog
The Company expects that all backlog on hand will be filled during the
current fiscal year. The Company's backlog at April 30, 2006 was $964,000,
at April 30, 2005 was $3,735,000, and at April 30, 2004 was $4,682,000.
Seasonality
The Company's business can be seasonal with December and January being
the slowest months.
Competition
The intensely competitive computer industry is characterized by rapid
technological change and constant pricing pressures. These characteristics
are equally applicable to the third party memory market, where pricing is a
major consideration in the buying decision. Dataram competes with Sun, HP,
SGI, IBM and Dell, as well as with a number of third party memory suppliers,
including Kingston Technology.
Although many of Dataram's competitors possess significantly greater
financial, marketing and technological resources, the Company competes
favorably based on the buying criteria of price/performance, time-to-market,
product quality, reliability, service/support, breadth of product line and
compatibility with computer system vendors' technology. Dataram's objective
is to continue to remain strong in all of these areas with particular focus
on price/performance and time-to-market, which management believes are two of
the more important criteria in the selection of third party memory product
suppliers. Market research and analysis capability by the Company is
necessary to ensure timely information on new products and technologies
coming from the computer system vendors and from the overall memory market.
6
Dataram must continue low cost, high volume production while remaining
flexible to satisfy the time-to-market requirement.
The Company believes that its 39-year reputation for providing quality
products is an important factor to its customers when making a purchase
decision. To strengthen this reputation, the Company has a comprehensive
lifetime warranty program which provides customers with added confidence in
buying from Dataram. See "Business-Product Warranty and Service."
Patents, Trademarks and Licenses
The Company believes that its success depends primarily upon the price
and performance of its products rather than on ownership of copyrights or
patents.
Sale of memory products for systems that use proprietary memory design
can from time to time give rise to claims of copyright or patent
infringement. In most such instances the Company has either obtained the
opinion of patent counsel that its products do not violate such patents or
copyrights or obtained a license from the original equipment manufacturer.
To the best of the Company's knowledge and belief, no Company product
infringes any valid copyright or patent. However, because of rapid
technological development in the computer industry with concurrent extensive
patent coverage and the rapid rate of issuance of new patents, questions of
infringement may continue to arise in the future. If such patents or
copyrights are perfected in the future, the Company believes, based upon
industry practice, that any necessary licenses would be obtainable upon the
payment of reasonable royalties.
Employees
As of April 30, 2006, the Company had 102 full-time employees. The
Company believes it has satisfactory relationships with its employees. None
of the Company's employees are covered by a collective bargaining agreement.
Environmental
Compliance with federal, state and local provisions which have been
enacted or adopted to regulate the protection of the environment does not
have a material effect upon the capital expenditures, earnings and
competitive position of the Company. The Company does not expect to make any
material expenditures for environmental control facilities in either the
current fiscal year (fiscal 2007) or the succeeding fiscal year (fiscal
2008).
7
(d) Financial Information about Foreign and Domestic Operations and
Export Sales.
REVENUES (000's)
Export
Fiscal U.S. Europe Other* Consolidated
------ ----- ------ ------ ------------
2006 $29,321 9,151 3,323 $41,795
2005 $50,210 8,716 6,758 $65,684
2004 $43,780 10,994 7,210 $61,984
PERCENTAGES
Export
Fiscal U.S. Europe Other* Consolidated
------ ----- ------ ------ ------------
2006 70.1% 21.9% 8.0% 100.0%
2005 76.4% 13.3% 10.3% 100.0%
2004 70.6% 17.8% 11.6% 100.0%
*Principally Asia Pacific Region
Item 1A. RISK FACTORS
WE MAY HAVE TO SUBSTANTIALLY INCREASE OUR WORKING CAPITAL REQUIREMENTS
IN THE EVENT OF DRAM ALLOCATIONS. Over the past 20 years, availability of
DRAMs has swung back and forth from oversupply to shortage. In times of
shortage, we have been forced to invest substantial working capital resources
in building and maintaining inventory. At such times we have bought DRAMs in
excess of our customers' needs in order to ensure future allocations from
DRAM manufacturers. We believe that the market for DRAMs is presently out of
balance and there is an oversupply of DRAMS, but there can be no assurance
that conditions of shortage may not prevail in the future. In the event of a
shortage, we may not be able to obtain sufficient DRAMs to meet customers'
needs in the short term, and we may have to invest substantial working
capital resources in order to meet long term customer needs.
WE COULD SUFFER LOSSES IF DRAM PRICES DECLINE SUBSTANTIALLY. We are at
times required to maintain substantial inventories during periods of shortage
and allocation. Thereafter, during periods of increasing availability of
DRAM and rapidly declining prices, we have been forced to write down
inventory. At the present time, the market is one of oversupply, and we seek
to maintain a minimum inventory while meeting the needs of customers. But
there can be no assurance that we will not suffer losses in the future based
upon high inventories and declining DRAM prices.
OUR MEMORY PRODUCTS MAY VIOLATE OTHERS' PATENTS. Certain of our memory
products are designed to be used with proprietary computer systems built by
various OEM manufacturers. We often have to comply with the OEM's
proprietary memory designs which may be patented, now or at some time in the
future. OEMs have, at times, claimed that we have violated their patent
rights by adapting our computer memory products to meet the requirements of
their systems. It is our policy to, in unclear cases, either obtain an
opinion of patent counsel prior to marketing, or obtain a license from the
patent holder. We are presently licensed by Sun Microsystems and Silicon
Graphics to sell memory products for certain of their products. However,
there can be no assurance that memory designs will not be created in the
future which will, in fact, be patented and which patent holders will require
the payment of substantial royalties as a condition for our continued
presence in the segment of the market covered by the patent or they may not
give us a license. Nor can there be any assurance that our existing products
do not violate one or more existing patents.
8
WE MAY LOSE AN IMPORTANT CUSTOMER. During fiscal 2006, the largest ten
customers accounted for approximately 50% of the Company's revenues, with one
customer, Avnet, Inc. accounting for approximately 11% of the Company's
revenues. There can be no assurance that one or more of these customers will
cease or materially decrease their business with the Company in the future
and that our financial performance will not be adversely affected thereby.
WE MAY DISCONTINUE PAYING DIVIDENDS. The Company in its most recent
quarter paid a dividend of $0.06 a share and it is our present intention to
continue to pay that dividend each quarter into the future. However, our
ability to continue paying dividends in this or any other amount is dependent
upon our continued ability to generate profits and positive cash flow. While
a failure to produce profits and positive cash flow in any particular quarter
may not result in the Company discontinuing paying dividends, a succession of
quarterly declines in earnings and cash flow could result in the Board of
Directors taking that step. Our statement of intention that we will continue
to pay dividends each quarter is not a guarantee.
SALES DIRECTLY TO OEM'S CAN MAKE OUR REVENUES, EARNINGS, BACKLOG AND
INVENTORY LEVELS UNEVEN. Revenue and earnings from OEM sales may become
uneven as order sizes are typically large and often a completed order cannot
be shipped until released by the OEM, e.g., to meet a "just in time"
inventory requirement. This may occur at or near the end of an accounting
period. In such case, revenues and earnings could decline for the period and
inventory and backlog could increase.
WE FACE COMPETITION FROM OEMs. In the compatibles market we sell our
products at a lower price than OEMs. Customers will often pay some premium
for the "name brand" product when buying additional memory and OEMs seek to
exploit this tendency by having a high profit margin on memory products.
However, individual OEMs can change their policy and price memory products
competitively. While we believe that with our manufacturing efficiency and
low overhead we still would be able to compete favorably with OEMs, in such
an event profit margins and earnings would be adversely affected. Also, OEMs
can choose to use "free memory" as a promotional device in which case our
ability to compete is severely impaired.
WE FACE COMPETITION FROM DRAM MANUFACTURERS. DRAM manufacturers not
only sell their product as discreet devices, but also as finished memory
modules. They primarily sell these modules directly to OEMs and large
distributors and as such compete with us. There can be no assurance that
DRAM manufacturers will not expand their market and customer base, and our
profit margins and earnings could be adversely affected.
THE MARKET FOR OUR PRODUCTS MAY NARROW OVER TIME. The principal market
for our memory products is the manufacturers, buyers and owners of
workstations and enterprise servers, classes of machines lying between large
mainframe computers and personal computers. Personal computers are
increasing in their power and sophistication and, as a result, are now
filling some of the computational needs traditionally filled by workstations.
The competition for the supply of after-market memory products in the PC
industry is very competitive and to the extent we compete in this market we
can be expected to have lower profit margins. There can be no assurance that
this trend will not continue in the future, and that our financial
performance will not be adversely affected.
A PORTION OF OUR OPERATIONS ARE DESIGNED TO MEET THE NEEDS OF THE VERY
COMPETITIVE INTEL PROCESSOR-BASED MOTHERBOARD MARKET. In addition to selling
server memory systems, we develop, manufacturer and market a variety of
memory products for motherboards that are Intel processor based. Many of
these products are sold to OEMs and incorporated into computers and other
9
equipment. This is an intensely competitive market with high volumes but
lower margins.
WE MAY MAKE UNPROFITABLE ACQUISITIONS. While the Company is not
currently engaged in discussions which could lead to an acquisition, the
possibility exists that an acquisition will be made at some time in the
future. Uncertainty surrounds all acquisitions and it is possible that a
particular acquisition may not result in a benefit to shareholders,
particularly in the short term.
WE MAY BE ADVERSELY AFFECTED BY EXCHANGE RATE FLUCTUATIONS. A portion
of our accounts receivable and a portion of our expenses are denominated in
foreign currencies. These proportions change over time. As a result, the
Company's revenues and expenses may be adversely affected, from time to time,
by changes in the relationship of the dollar to various foreign currencies on
foreign exchange markets. The Company does not currently hedge its foreign
currency risks.
OUR STOCK HAS LIMITED LIQUIDITY. Although our stock is publicly traded,
it has been observed that this market is "thin." As a result, the Common
Stock may trade at a discount to what would be its value if the stock enjoyed
greater liquidity.
WE ARE SUBJECT TO THE NEW JERSEY SHAREHOLDERS PROTECTION ACT. This
statute has the effect of prohibiting any "business combination" - a very
broadly defined term - with any "interested shareholder" unless the
transaction is approved by the Board of Directors at a time before the
interested shareholder had acquired a 10% ownership interest. This
prohibition of "business combinations" is for five years after the
shareholder became an "interested shareholder" and continues after that time
period subject to certain exceptions. A practical consequence of this
statute is that a hostile acquisition of our company is unlikely to occur and
hostile transactions which might be of benefit to shareholders may not occur.
Item 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 2. PROPERTIES
The Company occupies 15,200 square feet of space for administrative,
sales, research and development and manufacturing support in West Windsor
Township, New Jersey under a lease expiring on June 30, 2011.
The Company leases 32,000 square feet of assembly plant and office space
in Bucks County, Pennsylvania. The lease expires on January 31, 2011. In
the event the Lessor enters into a bona fide agreement for sale of the
premises, the Lessor can terminate this lease on two (2) years notice.
The Company also leases marketing facilities in the United Kingdom,
Denmark, Germany, and Japan.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of Security Holders in the fourth
quarter of the fiscal year covered by this report.
10
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASESS OF EQUITY SECURITIES
Incorporated by reference herein is the information set forth in the
Company's 2006 Annual Report to Security Holders under the caption "Common
Stock Information" at page 5 and the information from the Definitive Proxy
Statement under the caption "Equity Plan Compensation Information." No
shares were sold other than pursuant to a registered offering during Fiscal
2006. In the fourth quarter of fiscal 2006, the Company purchased no shares
of its Common Stock.
Item 6. SELECTED FINANCIAL DATA
Incorporated by reference herein is the information set forth in the
2006 Annual Report to Security Holders under the caption "Selected Financial
Data" at page 20.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Incorporated by reference herein is the information set forth in the
2006 Annual Report to Security Holders under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" at
page 2 through page 5.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference herein is the information set forth in the
2006 Annual Report to Security Holders under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" at
page 5.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements and Schedule Page in
Annual
Report*
Consolidated Financial Statements:
Consolidated Balance Sheets as of April 30, 2006 and 2005. . . 6
Consolidated Statements of Earnings - Years ended
April 30, 2006, 2005 and 2004 . . . . . . . . . . . . . . 7
Consolidated Statements of Cash Flows -
Years ended April 30, 2006, 2005 and 2004 . . . . . . . . 8
Consolidated Statements of Stockholders' Equity -
Years ended April 30, 2006, 2005 and 2004 . . . . . . . . 9
Notes to Consolidated Financial Statements -
Years ended April 30, 2006, 2005 and 2004 . . . . . . . . 10-19
Reports of Independent Registered Public Accounting
Firms on Consolidated Financial Statements . . . . . . . . 20
11
Page in
Financial Statement Schedule: 10-K
Valuation and Qualifying Accounts -
Years ended April 30, 2006, 2005 and 2004 . . . . . . . 13
Reports of Independent Registered Public Accounting
Firms on Financial Statement Schedule . . . . . . . . . 14-15
All other schedules are omitted as the required information is not
applicable or because the required information is included in the
consolidated financial statements or notes thereto.
- --------------
*Incorporated herein by reference.
12
Schedule II
DATARAM CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years ended April 30, 2006, 2005 and 2004
Additions
charged Deduc-
Balance at to costs tions Balance
beginning and from at close
Description of period expenses reserves of period
___________ _________ ________ _________ _________
Year ended April 30, 2006:
Allowance for doubtful accounts $ 75,000 (92,000) (77,000)* 60,000
Allowance for sales returns $ 250,000 678,000 688,000 240,000
Year ended April 30, 2005:
Allowance for doubtful accounts $ 100,000 8,000 33,000* 75,000
Allowance for sales returns $ 220,000 843,000 813,000 250,000
Year ended April 30, 2004:
Allowance for doubtful accounts $ 100,000 7,000 7,000* 100,000
Allowance for sales returns $ 220,000 584,000 584,000 220,000
*Represents write-offs and recoveries of accounts receivable.
13
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
The Board of Directors and Stockholders
Dataram Corporation:
Under date of May 23, 2006, we reported on the consolidated balance sheet of
Dataram Corporation and Subsidiaries as of April 30, 2006, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
the years then ended, as contained in the April 30, 2006 Annual Report to
Security Holders. These consolidated financial statements and our report
thereon are incorporated by reference in the annual report on Form 10-K for
the year ended April 30, 2006. In connection with our audits of the
aforementioned consolidated financial statements, we also audited the related
consolidated financial statement schedule as listed in the accompanying Index
at Item 8. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule referred to
above, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/s/ J.H. COHN LLP
Lawrenceville, New Jersey
May 23, 2006
14
The Board of Directors and Stockholders
Dataram Corporation:
Under date of July 8, 2005, we reported on the consolidated balance sheet of
Dataram Corporation and subsidiaries as of April 30, 2005, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the two-year period ended April 30, 2005, as
contained in the April 30, 2006 Annual Report to Security Holders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year ended April 30,
2006. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated financial
statement schedule for the two-year period ended April 30, 2005 as listed in
the accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.
/s/ KPMG LLP
Short Hills, New Jersey
July 8, 2005
15
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
On October 6, 2005, Dataram Corporation ("The Company") engaged J.H.
Cohn LLP as its independent registered public accounting firm to perform the
Company's annual audit for its fiscal year ending April 30, 2006, and review
of the Company's interim quarterly financial statements. The Company had
previously engaged KPMG LLP as its principal accountants. On October 6, 2005
the Company dismissed KPMG LLP as its principal accountants. The decision to
dismiss KPMG LLP and engage J.H. Cohn LLP was made by the Audit Committee of
the Board of Directors.
In connection with the audits of the two fiscal years ended April 30,
2005 and 2004, and the subsequent interim period through October 6, 2005,
there were no: (1)disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement or (2) reportable events as described by
Item 304(a)(1)(v) of Regulation S-K.
The audit reports of KPMG LLP on the consolidated financial statements
of Dataram Corporation and subsidiaries as of and for the years ended April
30, 2005 and 2004 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles.
Item 9A. CONTROLS AND PROCEDURES
Dataram's management acting under the supervision of the Audit Committee
is responsible for establishing and maintaining adequate internal controls
and procedures to permit accurate financial reporting. Under the supervision
and with the participation of our management, including the Chief Executive
Officer and Chief Financial Officer, we have evaluated the effectiveness of
our disclosure controls and procedures pursuant to Exchange Act Rule 13a-
15(e) as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these disclosure controls and procedures are effective. There
were no changes in our internal control over financial reporting during the
quarter ended April 30, 2006 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. OTHER INFORMATION
Not Applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference herein is the information set forth in the
Definitive Proxy Statement under the captions "Executive Officers of the
Company", "Nominees for Director" and "Section 16 Compliance."
16
Item 11. EXECUTIVE COMPENSATION
Incorporated by reference herein is the information set forth in the
Definitive Proxy Statement under the caption "Executive Compensation."
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated by reference herein is the information set forth in the
Definitive Proxy Statement under the captions "Security Ownership of Certain
Beneficial Owners and Management" and "Equity Plan Compensation Information."
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated by reference herein is the information set forth in the
Definitive Proxy Statement under the captions "Executive Compensation" and
"Board of Directors."
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference herein is the information set forth in the
Definitive Proxy Statement under the caption "Principal Accountant Fees and
Services."
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
1. Financial Statements incorporated by
reference into Part II of this Report.
2. Financial Statement Schedule included in
Part II of this Report.
3. The documents identified in the Exhibit Index which
appears on page 19.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DATARAM CORPORATION
(Registrant)
Date: July 25, 2006 By: ROBERT V. TARANTINO
--------------------------------
Robert V. Tarantino, President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Company
and in the capacities and on the dates indicated.
Date: July 25, 2006 By: ROBERT V. TARANTINO
--------------------------------
Robert V. Tarantino, President
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
Date: July 25, 2006 By: THOMAS A. MAJEWSKI
--------------------------------
Thomas A. Majewski,
Director
Date: July 25, 2006 By: BERNARD L. RILEY
--------------------------------
Bernard L. Riley, Director
Date: July 25, 2006 By: ROGER C. CADY
--------------------------------
Roger C. Cady, Director
Date: July 25, 2006 By: ROSE ANN GIORDANO
--------------------------------
Rose Ann Giordano, Director
Date: July 25, 2006 By: JOHN H. FREEMAN
--------------------------------
John H. Freeman, Director
Date: July 25, 2006 By: MARK E. MADDOCKS
--------------------------------
Mark E. Maddocks
Vice President, Finance
(Principal Financial & Accounting Officer)
18
EXHIBIT INDEX
3(a) Restated Certificate of Incorporation. Incorporated by reference
from Exhibits to a Quarterly Report on Form 10-Q for the quarter ended
July 31, 2000 and filed on September 13, 2000.
3(b) By-Laws. Incorporated by reference from Exhibits to an Annual Report
on Form 10-K for the year ended April 30, 2003 and filed on July 26,
2003.
4(a) Loan Agreement dated as of June 21, 2004. Incorporated by reference
from Exhibits to an Annual Report on Form 10-K for the year ended
April 30, 2004 and filed on July 28, 2004.
4(b) Committed Line of Credit Note dated as of June 21, 2005.
Incorporated by reference from Exhibits to an Annual Report on
Form 10-K for the year ended April 30, 2004 and filed on July 28, 2004.
4(c) Amendment to Loan Documents Dated as of April 4, 2005. Incorporated by
reference from Exhibits to an Annual Report on Form 10-K for the year
ended April 30, 2005 and filed on July 28, 2005.
4(d) Amendment to Loan Agreement dated as of June 20, 2006. Incorporated by
reference from Exhibits to an Annual Report on Form 8-K filed on
July 7, 2006.
10(a) 2001 Stock Option Plan.* Incorporated by reference from Exhibits to a
Definitive Proxy Statement for an Annual Meeting of Shareholders held
on September 12, 2001 and filed on July 26, 2001.
10(b) Savings and Investment Retirement Plan, January 1, 2001 Restatement.*
Incorporated by reference from Exhibits to an Annual Report
on Form 10-K for the year ended April 30, 2003 and filed on July 26,
2003.
10(c) West Windsor, New Jersey Lease dated September 19, 2000. Incorporated
by reference from Exhibits to an Annual Report on Form 10-K for the
year ended April 30, 2001 and filed on July 26, 2001.
10(d) Addendum "D" to West Windsor, New Jersey Lease dated February 13, 2006.
Incorporated by reference from Exhibits to a Current Report on Form 8-K
filed on February 14, 2006.
10(e) Bucks County, Pennsylvania Lease dated January 11, 2006. Incorporated
by reference from Exhibits to a Current Report on Form 8-K filed on
January 26, 2006.
10(f) Employment Agreement of Robert V. Tarantino dated as of February 1,
2005. Incorporated by reference from Exhibits to an Annual Report on
Form 10-K for the year ended April 30, 2005 and filed on July 28,
2005.*
10(g) Employment Agreement of Jeffrey H. Duncan dated as of February 1,
2005. Incorporated by reference from Exhibits to an Annual Report on
Form 10-K for the year ended April 30, 2005 and filed on July 28,
2005.*
10(h) Employment Agreement of Mark E. Maddocks dated as of February 1, 2005.
Incorporated by reference from Exhibits to an Annual Report on
Form 10-K for the year ended April 30, 2005 and filed July 28, 2005.*
19
10(i) Departure Agreement of Lars Marcher dated June 20, 2005. Incorporated
by reference from Exhibits to an Annual Report on Form 10-K for the
year ended April 30, 2005 and filed July 28, 2005.*
13(a) 2006 Annual Report to Shareholders
14(a) Code of Ethics. Incorporated by reference from Exhibits to a Current
Report on Form 8-K filed on June 30, 2005.
23(a) Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23(b) Consent of J.H. Cohn LLP, Independent Registered Public Accounting
Firm.
31(a) Rule 13a-14(a) Certification of Robert V. Tarantino
31(b) Rule 13a-14(a) Certification of Mark Maddocks
32(a) Section 1350 Certification of Robert V. Tarantino (Furnished not Filed)
32(b) Section 1350 Certification of Mark Maddocks (Furnished not Filed)
*Management Contract or Compensatory Plan or Arrangement
20