UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended 10/31/06 or
_________________
/ / 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
________________________________________________________________________
(Exact name of registrant as specified in its charter)
New Jersey 22-1831409
_____________________________ _________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
P. O. Box 7528, Princeton, NJ 08543
_____________________________________________________________
(Address of principal executive offices) (Zip Code)
(609) 799-0071
_________________________________________________________________
Registrant's telephone number, including area code
______________________________________________________________
(Former name, former address and former fiscal year, if changed since
last report)
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.
X Yes ___ 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.
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 Exchange Act).
___ Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date. Common Stock ($1.00 par
value): As of December 8, 2006, there were 8,575,596 shares outstanding.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Dataram Corporation and Subsidiaries
Consolidated Balance Sheets
October 31, 2006 and April 30, 2006
(Unaudited)
October 31, 2006 April 30, 2006
Assets
Current Assets:
Cash and cash equivalents $ 13,563,287 $ 14,044,398
Trade receivables, less allowance
for doubtful accounts and sales returns
of $300,000 5,582,407 4,892,530
Inventories 4,110,632 2,189,009
Deferred income taxes 1,364,865 1,364,865
Note receivable 1,537,500 1,537,500
Other current assets 314,778 80,063
__________ __________
Total current assets 26,473,469 24,108,365
Deferred income taxes 530,000 1,176,000
Property and equipment, at cost:
Machinery and equipment 10,831,144 10,640,675
Leasehold improvements 2,104,506 2,028,375
__________ __________
12,935,650 12,669,050
Less: accumulated depreciation
and amortization 12,044,648 11,822,648
__________ __________
Net property and equipment 891,002 846,402
Other assets 104,988 104,988
__________ __________
$ 27,999,459 $ 26,235,755
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,979,072 $ 2,056,948
Accrued liabilities 620,912 652,735
__________ __________
Total current liabilities 3,599,984 2,709,683
Stockholders' Equity:
Common stock, par value $1.00 per share.
Authorized 54,000,000 shares; issued and
outstanding 8,575,596 at October 31, 2006
and 8,487,395 at April 30, 2006 8,575,596 8,487,396
Additional paid-in capital 5,339,213 4,906,207
Retained earnings 10,484,666 10,132,469
__________ __________
Total stockholders' equity 24,399,475 23,526,072
__________ __________
$ 27,999,459 $ 26,235,755
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Operations
Three and Six Months Ended October 31, 2006 and 2005
(Unaudited)
2006 2005
2nd Quarter Six Months 2nd Quarter Six Months
Revenues $ 10,902,012 $ 20,207,266 $ 9,857,725 $ 23,801,875
Costs and expenses:
Cost of sales 8,325,375 15,225,576 6,886,120 16,631,986
Engineering and development 319,677 626,533 292,933 559,423
Selling, general and administrative 2,382,246 4,823,354 2,282,113 4,775,018
__________ __________ __________ __________
11,027,298 20,675,463 9,461,166 21,966,427
Earnings (loss) from operations (125,286) (468,197) 396,559 1,835,448
Interest income, net 169,160 343,293 72,592 138,363
Currency gain (loss) 2,207 64,240 (4,811) (45,269)
Other income, net 2,265,000 2,265,000 101,000 126,000
__________ __________ __________ __________
Total other income 2,436,367 2,672,533 168,781 219,094
Earnings before income taxes 2,311,081 2,204,336 565,340 2,054,542
Income tax provision 865,000 828,000 213,000 771,000
__________ __________ __________ __________
Net earnings $ 1,446,081 $ 1,376,336 $ 352,340 $ 1,283,542
========== ========== ========== ==========
Net earnings per share of common stock
Basic $ .17 $ .16 $ .04 $ .15
========== ========== ========== ==========
Diluted $ .16 $ .16 $ .04 $ .15
========== ========== ========== ==========
Dividends per common share $ .06 $ .12 $ .05 $ .10
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Six Months Ended October 31, 2006 and 2005
(Unaudited)
2006 2005
Cash flows from operating activities:
Net income $ 1,376,336 $ 1,283,542
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 222,000 420,000
Bad debt expense 16,905 9,207
Stock-based compensation expense 251,243 0
Deferred income tax expense 646,000 777,870
Tax benefit from sale of common shares
under stock option plan (66,000) 117,000
Changes in assets and liabilities:
(Increase) decrease in trade receivables (706,782) 3,335,470
(Increase) decrease in inventories (1,921,623) 176,868
Increase in other current assets (168,715) (199,716)
Increase in other assets 0 (6,316)
Increase (decrease) in accounts payable 922,124 1,123,364)
Decrease in accrued liabilities (31,823) (505,478)
__________ __________
Net cash provided by operating activities 539,665 4,285,083
__________ __________
Cash flows used in investing activities -
Additions to property and equipment (266,600) (175,221)
__________ __________
Cash flows from financing activities:
Proceeds from sale of common shares under
stock option plan 203,963 388,708
Tax benefit from sale of common shares
under stock option plan 66,000 0
Purchase and subsequent cancellation of
shares of common stock 0 (229,859)
Cash dividends (1,024,139) (840,656)
___________ __________
Net cash used in financing activities (754,176) (681,807)
___________ __________
Net increase (decrease) in
cash and cash equivalents (481,111) 3,428,055
Cash and cash equivalents at
beginning of period 14,044,398 9,281,520
__________ __________
Cash and cash equivalents at
end of period $ 13,563,287 $ 12,709,575
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 0 $ 17,053
Income taxes $ 180,000 $ 228,000
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Notes to Consolidated Financial Statements October 31, 2006 and 2005
(Unaudited)
(1) Basis of Presentation
The information for the three and six months ended October 31, 2006 and 2005,
is unaudited but includes all adjustments (consisting only of normal recurring
adjustments) which, in the opinion of management, are necessary to state fairly
the financial information set forth therein in accordance with accounting
principles generally accepted in the United States of America. The interim
results are not necessarily indicative of results to be expected for the full
fiscal year. These financial statements should be read in conjunction with
the audited financial statements for the year ended April 30, 2006 included in
the Company's 2006 Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
Net Earnings Per Share
Net earnings per share is presented in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings Per Share". Basic net earnings
per share is computed by dividing the net earnings by the weighted average
number of shares of common stock issued and outstanding during the period.
For purposes of calculating diluted net earnings per share for the three and
six months ended October 31, 2006, and October 31, 2005, the denominator
includes both the weighted average number of shares of common stock issued
and outstanding and 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 earnings per share for fiscal 2006 and 2005.
Three Months ended October 31, 2006
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $1,446,081 8,575,596 $ .17
Effect of dilutive securities
- -stock options - 229,125 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $1,446,081 8,804,721 $ .16
======== ========= ======
Three Months ended October 31, 2005
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $ 352,340 8,441,111 $ .04
Effect of dilutive securities
- -stock options - 499,999 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $ 352,340 8,941,110 $ .04
========= ========= ======
Diluted net earnings per share does not include the effect of options to
purchase 543,535 shares of common stock for the three months ended
October 31, 2006 because they are anti-dilutive.
Diluted net earnings per share does not include the effect of options to
purchase 495,417 shares of common stock for the three months ended
October 31, 2005 because they are anti-dilutive.
Six Months ended October 31, 2006
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $1,376,336 8,533,485 $ .16
Effect of dilutive securities
- -stock options - 272,555 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $1,376,336 8,806,040 $ .16
======== ========= ======
Six Months ended October 31, 2005
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $1,283,542 8,411,194 $ .15
Effect of dilutive securities
- -stock options - 418,202 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $1,283,542 8,829,396 $ .15
========= ========= ======
Diluted net earnings per share does not include the effect of options to
purchase 618,300 shares of common stock for the six months ended
October 31, 2006 because they are anti-dilutive.
Diluted net earnings per share does not include the effect of options to
purchase 589,452 shares of common stock for the six months ended
October 31, 2005 because they are anti-dilutive.
Dividends
On May 31, 2005 the Company's Board of Directors approved the initiation of
a common stock quarterly cash dividend program. Cash dividends paid in the
three and six months ended October 31, 2006 were $514,536 and $1,024,139,
respectively. Cash dividends paid in the three and six months ended
October 31, 2005 were $420,847 and $840,656, respectively. On November 15,
2006, the Board of Directors declared another $0.06 per share cash dividend,
payable on December 13, 2006 to shareholders of record as of November 29, 2006.
Common Stock Repurchases
During the three months ended July 31, 2005, the Company repurchased 51,450
shares of common stock at a cost of $229,859. Zero shares were repurchased in
the six months period ended October 31, 2006. Shares were purchased pursuant
to a repurchase authorization announced on December 4, 2002 pursuant to which
the Company was authorized to repurchase a total of 500,000 shares of its
common stock. As of October 31, 2006, 172,196 shares remain available for
repurchase under the plan. This repurchase program does not have an expiration
date.
Stock-Based Compensation
The Company has a 1992 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 allowed granting of up to
2,850,000 shares, adjusted for stock splits, of the Company's common stock
at an option price to be no less than the fair market value of the stock on
the date such options are granted. Under option agreements granted under the
plan, the holder of the option may purchase 20% of the common stock with
respect to which the option has been granted on or after the first anniversary
of the date of the grant and an additional 20% of such shares on or after each
of the four succeeding anniversary dates. No further options may be granted
under this plan.
The Company also 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 1,800,000 shares of the Company's common stock at an option price to
be no less than the fair market value of the Company's 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.
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.
Of each option, 100% are exercisable one year after the date of grant.
New shares of the Company's common stock are issued upon exercise of stock
options.
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004),
"Share-Based Payment" ("SFAS 123R"). SFAS 123R addresses 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 enterprise's equity instruments or that may be settled
by the issuance of such equity instruments. SFAS 123R supersedes APB No. 25
and requires that such transactions be accounted for using a fair value-based
method. SFAS 123R requires companies to recognize an expense for compensation
cost related to share-based payment arrangements, including stock options and
employee stock purchase plans. The Company implemented SFAS 123R effective
May 1, 2006.
Prior to May 1, 2006, as permitted under SFAS No. 123, "Accounting for Stock-
Based Compensation," ("SFAS 123"), compensation cost for stock options was
recognized using the intrinsic value method described in APB No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). Effective May 1, 2006,
the Company adopted the fair value recognition provisions of SFAS No. 123(R),
"Share-Based Payment," ("SFAS 123R") and Securities and Exchange Commission
Staff Accounting Bulletin No. 107. Under SFAS 123R, the fair value of options
granted is amortized over the related service period. SFAS 123R was adopted
using the modified prospective transition method; therefore, prior periods have
not been restated. Compensation expense recognized in the three and six months
ended October 31, 2006 includes compensation cost for all share-based payments
granted prior to, but not yet vested as of May 1, 2006, based on the grant date
fair value estimated in accordance with the original provisions of SFAS 123.
Compensation cost for any share-based payments granted subsequent to May 1,
2006 are based on the grant date fair value estimated in accordance with the
provisions of SFAS 123R.
As a result of adopting SFAS 123R, our earnings before taxes and net earnings
for the three months ended October 31, 2006 are $117,000 and $73,000 lower,
respectively, than if we had continued to account for stock-based compensation
under APB 25. This resulted in a decrease in our reported basic and diluted
net earnings per share of $.01 and $.01, respectively, for the three months
ended October 31, 2006. Earnings before taxes and net earnings for the six
months ended October 31, 2006 are $251,000 and $157,000 lower, respectively,
than if we had continued to account for stock-based compensation under APB 25.
This resulted in a decrease in our reported basic and diluted net earnings per
share of $.03 and $.02, respectively, for the six months ended October 31,
2006. Compensation expense is recognized in the selling, general and
administrative expenses line item of the accompanying consolidated statements
of operations on a ratable basis over the vesting periods. We measure the
fair value of stock options using the Black-Scholes option pricing model based
upon the market price of the underlying common stock as of the date of grant,
reduced by the present value of estimated future dividends, using an expected
quarterly dividend rate of $0.06 and risk-free interest rates ranging from
3.0% to 5.0%. Stock options are amortized over their applicable vesting
period, which generally ranges from one to four years. These stock option
grants have been classified as equity instruments, and as such, a corresponding
increase of $251,000 has been reflected in additional paid-in capital in the
accompanying balance sheet as of October 31, 2006. There were no capitalized
stock-based compensation costs at April 30, 2006.
Prior to the adoption of SFAS 123R, benefits of tax deductions in excess of
recognized compensation costs were reported as operating cash flows. SFAS 123R
requires excess tax benefits to be reported as a financing cash inflow. The
Company had zero and $66,000, respectively, of excess tax benefits for the
three and six months ended October 31, 2006. The Company had tax benefits of
$69,000 and $117,000, respectively for the same prior year periods.
A summary of option activity under the plans for the six months ended
October 31, 2006 is as follows:
Weighted average Weighted average Aggregate
exercise price remaining contractual intrinsic
Shares life value(1)
__________ ________________ _____________________ __________
Balance
April 30, 2006 1,299,375 $4.78 3.65 $ 2,252,000
Granted (2) 143,300 $4.70 - -
Exercised (88,200) $2.31 - 221,000
Cancelled (19,500) $7.23 - -
Balance
October 31, 2006 1,334,975 $5.05 3.51 $1,037,000
Vested
October 31, 2006 1,123,025 $5.11 3.02 $1,287,000
(1) These amounts represent the difference between the exercise price and
$4.53, the closing price of Dataram common stock on October 31, 2006 as
reported on the NASDAQ Stock Market, for all in-the-money options outstanding.
For exercised options, intrinsic value represents the difference between the
exercise price and the closing price of Dataram common stock on the date of
exercise.
(2) The fair value of the stock options granted during the current fiscal year
is $2.00 and was estimated on the date of grant using the Black-Scholes option
pricing model with the following assumptions: expected life of 5 years;
expected volatility of 67%; expected dividend yield of 5.1%; and a risk-free
interest rate of 5.0%.
Total cash received from the exercise of options in the three and six months
ended October 31, 2006 was $190,000 and $204,000 respectively. During the
second quarter ended October 31, 2006, 136,100 options completed vesting. As
of October 31, 2006, there was $434,000 of total unrecognized compensation
costs related to stock options. These costs are expected to be recognized over
a weighted average period of 1.5 years. At October 31, 2006, an aggregate of
1,128,650 shares were authorized for future grant under the Company's stock
option plans.
The following table illustrates the pro forma effect on net earnings and
earnings per share for the three and six months ended October 31, 2005 as if
the Company had applied the fair value recognition provisions of SFAS 123R
to stock-based compensation:
Three Months Ended Six Months Ended
October 31, October 31,
2005 2005
----------- -----------
Net earnings as reported $ 352,340 $ 1,283,542
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects .... (142,051) (313,991)
----------- -----------
Pro forma net earnings.... $ 210,289 $ 969,551
=========== ===========
Earnings per share:
Basic - as reported ........... $ 0.04 $ 0.15
=========== ===========
Basic - pro forma ............. $ 0.03 $ 0.12
=========== ===========
Diluted - as reported ......... $ 0.04 $ 0.15
=========== ===========
Diluted - pro forma ........... $ 0.02 $ 0.11
=========== ===========
Reclassification
Certain amounts in the fiscal 2006 consolidated financial statement have
been reclassified to conform to the fiscal 2007 presentation.
(2) Cash and cash equivalents
Cash and cash equivalents consist of unrestricted cash, money market funds
and commercial paper with purchased maturities of three months or less when
acquired.
(3) Inventory valuation
Inventories are valued at the lower of cost or market, with costs determined
by the first-in, first-out method. Inventories at October 31, 2006 and
April 30, 2006 consist of the following categories:
October 31, 2006 April 30, 2006
________________ ______________
Raw materials $ 2,940,000 $ 1,506,000
Work in process 133,000 63,000
Finished goods 1,038,000 620,000
________________ ______________
$ 4,111,000 $ 2,189,000
================ ==============
(4) Note receivable/Other income
On July 29, 2002, the Company entered into an agreement to sell its undeveloped
land for a price of $3,000,000. The agreement was amended on October 20, 2004.
The amendment extended the term of the agreement to September 29, 2005. The
agreement was further amended on September 29, 2005. The amendment extended
the term of the agreement to March 29, 2006 and the purchase price was amended
to $3,150,000. The increase in purchase price was subject to pro rata
reduction if a closing occurred prior to March 29, 2006. 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 mortgage, which accrues interest
at 5% per annum. Of the remainder, $250,000 had been previously paid as
deposits and $1,287,500 was received at closing in cash. On November 30, 2006,
the Company entered into an agreement to extend the due date of the mortgage
by six months with the interest rate adjusted to 7.5% during the extension
period. Prior to the closing, the land had been carried at cost on the
Company's balance sheet at a value of $875,000 and was shown as an asset held
for sale.
(5) Financial information by geographic location
The Company operates in one business segment and develops, manufactures and
markets a variety of memory systems for use with network servers and
workstations which are manufactured by various companies. Revenues for the
three and six month periods ended October 31, 2006 and 2005 by geographic
region are as follows:
Three months ended Six months ended
October 31, 2006 October 31, 2006
________________ ________________
United States $ 7,933,000 $ 14,241,000
Europe 1,816,000 3,987,000
Other (principally Asia Pacific Region) 1,153,000 1,979,000
________________ ________________
Consolidated $ 10,902,000 $ 20,207,000
================ ================
Three months ended Six months ended
October 31, 2005 October 31, 2005
________________ ________________
United States $ 6,601,000 $ 17,327,000
Europe 2,140,000 4,771,000
Other (principally Asia Pacific Region) 1,117,000 1,704,000
________________ ________________
Consolidated $ 9,858,000 $ 23,802,000
================ ================
Long-lived assets consist of property and equipment. Long-lived assets and
total assets by geographic region as of October 31, 2006 are as follows:
October 31, 2006
Long-lived assets Total assets
_________________ ______________
United States $ 891,000 $ 27,429,000
Europe 0 535,000
Other 0 35,000
_________________ ______________
Consolidated $ 891,000 $ 27,999,000
================= ==============
(6) Significant New Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin (ARB) No. 43, Chapter 4". SFAS 151, amends
ARB 43, Chapter 4, to clarify that abnormal amounts of idle facility expense,
freight, handling costs, and wasted material (spoilage) should be recognized
as current-period charges. In addition, this statement requires that
allocation of fixed production overheads to the cost of conversion be based
on the normal capacity of the production facilities. The provisions of this
statement were effective for the Company beginning May 1, 2006 and had no
material effect on the Company's consolidated balance sheet as of October 31,
2006, and the related consolidated statements of operations and cash flows for
the period then ended.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109
(FIN 48), which clarifies the accounting for uncertainty in tax positions.
This Interpretation requires that we recognize in our 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. The
provisions of FIN 48 are effective in the first quarter of fiscal 2008, with
the cumulative effect, if any, of the change in accounting principle recorded
as an adjustment to opening retained earnings. The application of FIN 48 will
not have a material effect on our financial results.
In September 2006, the SEC released Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108
provides interpretive guidance on the SEC's views regarding the process of
quantifying materiality of financial statement misstatements. SAB 108 is
effective for fiscal years ending after November 15, 2006, and early
application for the first interim period of the same fiscal year is encouraged.
The application of SAB 108 in fiscal 2007 did not have a material effect on
our financial results.
(7) Concentration of credit risk
Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of cash and cash equivalents and trade
receivables. 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. In regard to trade
receivables, the Company performs ongoing evaluations of its customers'
financial condition, as well as general economic conditions and, generally,
requires no collateral from its customers.
(8) 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 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. Actual results could differ from
those estimates.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results
of Operations contains forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and section 21E of the
Securities and Exchange Act of 1934, as amended. The information provided in
this interim report may include forward-looking statements relating to future
events, such as the development of new products, pricing and availability of
raw materials or the future financial performance of the Company. Actual
results may differ from such projections and are subject to certain risks
including, without limitation, risks arising from: changes in the price of
memory chips, changes in the demand for memory systems for workstations and
servers, increased competition in the memory systems industry, delays in
developing and commercializing new products and other factors described in the
Company's most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission which can be reviewed at http://www.sec.gov.
Executive Overview
Dataram Corporation 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 leading
brands including Dell, HP, IBM, Silicon Graphics and Sun Microsystems. The
Company also manufactures a line of memory products for AMD and Intel
motherboard based servers.
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 is an independent memory manufacturer specializing in high
capacity memory and 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.
Liquidity and Capital Resources
As of October 31, 2006, cash and equivalents amounted to $13.6 million and
working capital amounted to $22.9 million, reflecting a current ratio of 7.4,
compared to cash and equivalents of $14.0 million and working capital of $21.4
million and a current ratio of 8.9 as of April 30, 2006.
During the first six months of fiscal year 2007, net cash provided by
operating activities totaled approximately $540,000. Net income in the first
six months of fiscal 2007 was approximately $1.4 million. Accounts payable
increased by approximately $922,000 and non-cash stock-based compensation
expense of approximately $251,000 was recorded. Depreciation expense in the
first six month's of fiscal 2007 was $222,000. Deferred income taxes also
decreased by $646,000. This decrease which was due to the Company's first six
months federal income tax expense, was offset by federal net operating loss
(NOL) carry-forwards. The cash provided by these sources was partially offset
by an increase in inventory of approximately $1.9 million. Inventory increased
as result of an increase of raw material purchases necessitated by recent
changes in the DRAM marketplace. Currently, DRAMs are not as readily available
as they had been in the recent past. Trade receivables also increased by
approximately $707,000 from year-end levels, primarily resulting from
increased sequential quarterly revenues. Other current assets increased by
approximately $169,000, primarily as a result of an increase in prepaid income
taxes and other expenses related to annual maintenance contracts and annual
insurance deposits.
Net cash used in investing activities of approximately $267,000 for the six
months ended October 31, 2006, consists of capital expenditures substantially
related to the acquisition of production testing equipment.
Net cash used in financing activities of approximately $754,000 for the six
months ended October 31, 2006, consists of approximately $1.0 million cash
dividend payments, offset by approximately $270,000 of cash received from
stock option exercises including tax benefit of $66,000.
On June 21, 2004, the Company entered into a credit facility with a bank,
which provides for up to a $5 million revolving credit line. Advances under
the facility are limited to 75% of eligible receivables, as defined in the
agreement. The agreement provides for LIBOR rate loans and base rate loans
at an interest rate no higher than the bank's base commercial lending rate.
The Company is required to pay a commitment fee equal to one quarter of one
percent per annum on the unused commitment. The agreement contains certain
restrictive covenants, specifically a trailing twelve month profitability
requirement, a current assets to current liabilities ratio, a total
liabilities to tangible net worth ratio and certain other covenants, as
defined in the agreement. The agreement was amended on April 4, 2005. The
effect of the amendment was to increase the limit of the Company's combined
open market stock repurchases and dividend payments to $2.5 million per year
from $1.0 million per year without prior waiver. The agreement was scheduled
to expire on June 21, 2006. On June 20, 2006, the agreement was amended.
The effect of amendment was to extend the expiration date of the agreement to
August 15, 2008 and remove the eligible accounts receivable limitation on
advances under the facility. The amendment also modified the total
liabilities to tangible net worth ratio covenant. The Company is in
compliance with all covenants of the agreement and there have been no
borrowings against the credit line.
Management believes that the Company's existing cash and cash flows generated
from operations will be sufficient to meet short term liquidity needs as the
Company does not expect any unforeseen demands beyond general operating
requirements for cash. Management further believes that its working capital
together with internally generated funds from its operations and its bank
line of credit are adequate to finance the Company's long term operating
needs and future capital requirements.
Future minimum lease payments under noncancellable operating leases (with
initial or remaining lease terms in excess of one year) as of April 30, 2006
are as follows:
Operating leases
Year ending April 30: ______________
2007 $ 417,000
2008 389,000
2009 397,000
2010 404,000
2011 360,000
Thereafter 34,000
______________
Total minimum lease payments $ 2,001,000
==============
The Company has no other material commitments.
Results of Operations
Revenues for the three-month period ended October 31, 2006 were $10,902,000
compared to revenues of $9,858,000 for the comparable prior year period.
Fiscal 2007 six-month revenues totaled $20,207,000 versus six-month revenues
of $23,802,000 in the prior year. Last year's fiscal six months revenue
included approximately $3.0 million of revenues shipped to one OEM customer
in last year's first quarter compared to nil in the comparable current year
period.
Revenues for the three and six month periods ended October 31, 2006 and 2005
by geographic region are as follows:
Three months ended Six months ended
October 31, 2006 October 31, 2006
________________ ________________
United States $ 7,933,000 $ 14,241,000
Europe 1,816,000 3,987,000
Other (principally Asia Pacific Region) 1,153,000 1,979,000
________________ ________________
Consolidated $ 10,902,000 $ 20,207,000
================ ================
Three months ended Six months ended
October 31, 2005 October 31, 2005
________________ ________________
United States $ 6,601,000 $ 17,327,000
Europe 2,140,000 4,771,000
Other (principally Asia Pacific Region) 1,117,000 1,704,000
________________ ________________
Consolidated $ 9,858,000 $ 23,802,000
================ ================
Cost of sales for the second quarter and six months were 76% and 75% of
revenues, respectively, versus 70% for the same respective prior year periods.
Gross margins in both quarters of the current fiscal year were within what the
Company considers its normal range. Gross margins in the prior year periods
were higher than the Company's historical norm of 25% and reflect a higher
than normal shipment percentage of larger capacity memory. Large capacity
memory usually commands higher gross margins. Management expects that cost
of sales as a percentage of revenue will generally be approximately 75%.
Fluctuations either up or down of 3% or less in any given quarter are not
unusual and can result from many factors, some of which are a rapid change in
the price of DRAMs, or 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.
Engineering and development costs in fiscal 2007's second quarter and six
months were $320,000 and $627,000, respectively, versus $293,000 and $559,000
for the same respective prior year periods. The increase in the current year
is attributable to additional salary and employee related cost. The Company
intends to maintain its commitment to the timely introduction of new memory
products as new computers are introduced.
Selling, general and administrative costs in fiscal 2007's second quarter and
six months were 22% and 24% of revenues, respectively versus 23% and 20% for
the same prior year periods. Second quarter and six month expenses increased
$100,000 and $48,000, respectively, over prior year comparable periods. The
increase in expense was primarily the result of stock option expense of
$117,000 and $251,000 respectively, recorded in fiscal 2007's second quarter
and six months versus nil in the prior year periods.
Other income, net for the second quarter and six months totaled $2.4 million
and $2.7 million, respectively, for fiscal 2007 and $169,000 and $219,000 for
the same respective periods in fiscal 2006. Other income in fiscal 2007's
second quarter consisted primarily of $2.3 million received from a DRAM
manufacturer related to a settlement agreement that the Company entered into
in the quarter. Other income in fiscal 2007's six months consisted primarily
of the aforementioned $2.3 million dollar settlement and $343,000 of interest
income. Additionally, there was $64,000 of foreign currency gain, primarily
as a result of the EURO strengthening relative to the US dollar. Other income
in fiscal 2006's second quarter consisted primarily of $100,000 scheduled
payment related to the sale of the Company's land and interest income net of
interest expense of $73,000. Other income in fiscal 2006's six months
consisted primarily of $125,000 scheduled payments related to the pending sale
of the Company's land and interest income net of interest expense of $138,000.
Offsetting fiscal 2006 six month other income was $45,000 of foreign currency
loss, primarily as a result of the US dollar strengthening relative to the
EURO.
Income tax expense for the second quarter and six months of fiscal 2007 was
$865,000 and $828,000 respectively, verses $213,000 and $771,000 for the same
prior year periods. The Company's effective tax rate for financial reporting
purposes in fiscal 2007 is approximately 37.5%. However, the Company has
federal NOL carry-forwards totaling approximately $2.6 million and therefore
will continue to make cash payments for income taxes at an approximate rate
of 6.5% of pretax earnings until it utilizes all of its NOL carry-forwards.
Critical Accounting Policies
During December 2001, the Securities and Exchange Commission (SEC) published
a Commission Statement in the form of Financial Reporting Release No. 60
which encouraged that all registrants discuss their most "critical accounting
policies" in management's discussion and analysis of financial condition and
results of operations. The SEC has defined critical accounting policies as
those that are both important to the portrayal of a company's financial
condition and results, and that require management's most difficult,
subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. While
the Company's significant accounting policies are summarized in Note 1 to the
consolidated financial statements included in the Company's Form 10-K for the
fiscal year ended April 30, 2006, the Company believes the following
accounting policies to be critical:
Revenue Recognition - Revenue is recognized when title passes upon shipment of
goods to customers. The Company's 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 in
accordance with SFAS No. 48, "Revenue Recognition When Right of Return
Exists". Estimated warranty costs are accrued by management upon product
shipment based on an estimate of future warranty claims.
Stock Option Expense - In December 2004, SFAS No. 123 (revised 2004),
"Share-Based Payment"("SFAS 123(R)") was issued. SFAS 123(R) revises SFAS 123
and supersedes APB No. 25, "Accounting for Stock Issued to Employees"
("APB 25"). SFAS 123, as originally issued in 1995, established as preferable
a fair value-based method of accounting for share-based payment transactions
with employees. However, SFAS 123 as amended permitted entities the option
of continuing to apply the intrinsic value method under APB 25 that the
Company had been using, as long as the footnotes to the financial statements
disclosed what net income would have been had the preferable fair value-based
method been used. SFAS 123(R) requires that the compensation cost relating
to all share-based payment transactions, including employee stock options, be
recognized in the historical financial statements. That cost is measured based
on the fair value of the equity or liability instrument issued and amortized
over the related service period. The Company has adopted the guidance in
SFAS 123(R) effective May 1, 2006. As such, the accompanying consolidated
statement of operations for the three and six months ended October 31, 2006
includes approximately, $117,000 and $251,000 respectively of compensation
expense in the selling, general and administrative expense line item related
to the fair value of options granted to employees and directors under the
Company's stock-based employee compensation plans which is being amortized
over the service period in the financial statements, as required by
SFAS 123(R). These awards have been classified as equity instruments, and as
such, a corresponding increase of $251,000 has been reflected in additional
paid-in capital in the accompanying balance sheet as of October 31, 2006.
Income Taxes - The Company utilizes the asset and liability method of
accounting for income taxes in accordance with the provisions of SFAS No. 109,
"Accounting for Income Taxes". Under the asset and liability method of SFAS
No. 109, deferred 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 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 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.
Under SFAS No. 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in earnings in the period that the tax rate
changes.
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 tax asset valuation allowance and other operating allowances and
accruals. Actual results could differ from those estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company does not invest in market risk sensitive instruments. The
Company's investments consist of overnight deposits with banks and commercial
paper, which matures within ninety days. The Company's rate of return on its
investment portfolio changes with short-term interest rates, although such
changes will not affect the value of its portfolio. The Company's objective
in connection with its investment strategy is to maintain the security of its
cash reserves without taking market risk with principal.
The Company purchases and sells primarily in U.S. dollars. The Company sells
in foreign currency (primarily Euros) to a limited number of customers and as
such incurs some foreign currency risk. Generally, approximately 5 to 10
percent of the Company's accounts receivable are denominated in currencies
other than U.S. dollars. However, at October 31, 2006, approximately 14
percent of the Company's accounts receivable were denominated in currencies
other than U.S. dollars. At present, the Company does not purchase forward
contracts as hedging instruments, but could do so as circumstances warrant.
ITEM 4. CONTROLS AND PROCEDURES
The Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of our disclosure controls and procedures as required by
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 controls over financial
reporting during the quarter ended October 31, 2006 that have materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 13, 2006, Dataram held its Annual Meeting of Shareholders. At
that meeting, the Shareholders elected Directors for an annual term and
ratified the selection of accountants. The results of that voting are as
follows:
1. Election of Directors. The votes were received as follows:
BROKERS'
FOR WITHHELD NONVOTES
Robert V. Tarantino 7,847,243 157,152 0
Roger C. Cady 7,867,043 137,352 0
Thomas A. Majewski 7,823,541 180,854 0
Bernard L. Riley 7,852,143 152,252 0
Rose Ann Giordano 7,869,543 137,852 0
John H. Freeman 7,869,643 134,752 0
2. Ratification of accountants:
BROKERS'
FOR AGAINST ABSTAIN NONVOTES
7,966,565 26,702 11,128 0
ITEM 6. EXHIBITS
A. Exhibits
31(a) Rule 13a-14(a) Certification of Robert V. Tarantino.
31(b) Rule 13a-14(a) Certification of Mark E. Maddocks
32(a) Section 1350 Certification of Robert V. Tarantino (furnished not
filed)
32(b) Section 1350 Certification of Mark E. Maddocks (furnished not
filed)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATARAM CORPORATION
MARK E. MADDOCKS
Date: December 11, 2006 By:
___________________________
Mark E. Maddocks
Vice President, Finance
(Principal Financial Officer)