[DATARAM LOGO]
DATARAM CORPORATION
2008 ANNUAL REPORT
Table of Contents
1 President's Letter
2 Management's Discussion and Analysis
of Financial Condition and Results
of Operations
6 Financial Review
20 Selected Financial Data
[PICTURE OF JOHN FREEMAN]
President's Letter
To Our Shareholders:
On May 7, 2008 I joined Dataram's executive management team as President and
Chief Executive Officer, succeeding Robert V. Tarantino, who has retired.
I am pleased to report in fiscal 2008 we returned to operational
profitability, although our revenue objectives were not met. Revenues for
fiscal 2008 totaled $30.9 million versus $38.4 million for the prior fiscal
year. Throughout this fiscal year, our revenues have been adversely
impacted by reductions in our selling prices as a result of the
well-publicized decline in the price of DRAM chips, the primary raw material
in our products. The purchase cost of the primary DRAMs we use have
declined over 60 percent in the past twelve months. This resulted in larger
than anticipated reductions in our selling prices as we passed our cost
savings through to our customers. We do see that the rate of price decline
of DRAMs has abated and are hopeful that the recent price trends will continue.
Despite the significant pricing challenge, we returned to operational
profitability and our financial condition remains strong. For fiscal 2008,
we achieved:
Operating earnings of $1.8 million versus an operating loss of $1.9
million in the prior fiscal year.
Net earnings of $1.6 million versus $0.8 million in fiscal 2007.
Cash flow generated from operating activities of $3.7 million
A current ratio of 10.0, with cash and equivalents increasing to $17.6
million from $14.1 million at the end of fiscal 2007.
The Company's Board of Directors and I have set priorities to achieve
meaningful revenue growth, while remaining profitable. We believe that in a
reasonable pricing environment, we will grow our memory solutions business.
We also believe that in order to achieve our growth objectives, it is
necessary that the Company introduce new and complementary products into our
offerings portfolio. This will require internal investments in research,
development, manufacturing, sales and support. Our plan for fiscal 2009
calls for a large portion of the profits derived from our traditional memory
solutions business to be utilized to finance these investments. We are also
pursuing the acquisition and licensing of externally developed intellectual
property and products. This activity has already begun with our acquisition
of certain patents and other intellectual property of a privately held
company with high-speed storage products and software. We expect to make
further investments in this area. We have a lot of work ahead, which I will
report on next year.
On behalf of the Company's Board of Directors and management team, I would
like to thank our shareholders for their continued support and our employees
for their hard work and dedication.
In closing, I would also like to thank Robert Tarantino for his 38 years of
service and leadership. Bob joined the Company in 1970 and served in many
positions. He was appointed President and Chief Executive Officer in 1986
and in 1998, he was elected Chairman of the Board. We wish him well in
retirement.
July 10, 2008
John H. Freeman
President and Chief Executive Officer
1
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Overview
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 leading brands including Dell,
HP, IBM, and Sun Microsystems. The Company also manufactures a line of
memory products for Intel and AMD 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 DRAMs is the largest single component of the total cost
of a finished memory board. Consequently, average selling prices for
computer memory boards are significantly dependent on the pricing and
availability of DRAMs.
Results of Operations
The following table sets forth consolidated operating data expressed as a
percentage of revenues for the periods indicated.
Years Ended April 30, 2008 2007 2006
_________________________________________________________________
Revenues 100.0% 100.0% 100.0%
Cost of sales 61.6 76.6 70.5
_____ _____ _____
Gross profit 38.4 23.4 29.5
Engineering and development 4.1 3.2 2.7
Selling, general and administrative 28.6 25.0 22.0
_____ _____ _____
Earnings (loss) from operations 5.7 (4.8) 4.8
Other income, net 2.8 8.0 5.8
_____ _____ _____
Earnings before income tax expense 8.5 3.2 10.6
Income tax expense 3.3 1.2 4.0
_____ _____ _____
Net earnings 5.2 2.0 6.6
===== ===== =====
Fiscal 2008 Compared With Fiscal 2007
Revenues for fiscal 2008 were $30.9 million compared to $38.4 million in
fiscal 2007. The decline in revenues is primarily the result of decreased
selling prices. The Company's selling prices are significantly dependent on
the pricing and availability of DRAM chips. The Company's products utilize
DRAMs of varying capacities, organizations and package types. The
change in the purchase cost of specific DRAMs over time are not necessarily
uniform or even move in the same direction. Over the last fiscal year, the
Company's purchase cost of the primary DRAMs used in our products declined
by over 60 percent. This resulted in a larger than anticipated reduction in
our selling prices as we passed our cost savings through to our customers.
Consequently, the Company's selling prices for similar products when
compared on a year over year basis were lower than expected.
Revenues for the fiscal years ended April 30, 2008 and 2007 by geographic
region were:
Year ended Year ended
April 30, 2008 April 30, 2007
________________ ________________
United States $ 22,270,000 $ 27,583,000
Europe 5,875,000 6,484,000
Other(principally Asia Pacific Region) 2,748,000 4,337,000
________________ ________________
Consolidated $ 30,893,000 $ 38,404,000
================ ================
Cost of sales was $19.0 million in fiscal 2008 or 61.6 percent of revenues
compared to $29.4 million or 76.6 percent of revenues in fiscal 2007. There
were several primary factors which contributed to the percentage decline.
The Company's general pricing strategy has been to reduce its selling prices
by approximately the same amount as the cost savings realized from lower
DRAM prices. This has had the effect of increasing the realized gross
margin percentage. Also, during fiscal 2008, there was a shift in sales to
larger capacity memory modules, which typically command higher margins. As
the price of the Company's higher capacity products came down as a result of
lower DRAM costs, they became a more affordable option for customers with
memory intensive applications. Finally, year over year cost of sales
expense also included savings of approximately $626,000 as a result of a
reduction in workforce and other manufacturing costs initiated in the fourth
quarter of the prior fiscal year.
Engineering and development costs amounted to $1.3 million in fiscal 2008
and $1.2 million in fiscal 2007. The Company maintains its commitment to
the timely introduction of new memory products.
Selling, general and administrative costs were $8.8 million in fiscal 2008
versus $9.6 million in fiscal 2007. The decline in expense was primarily
the result of workforce and other cost reductions initiated at the end of
the prior fiscal year. Also, included in the fiscal year 2008 expense is
$297,000 of stock-based compensation expense, compared to $440,000 in
fiscal 2007.
On May 7, 2008, Mr. John H. Freeman succeeded Mr. Robert V. Tarantino as
President and Chief Executive Officer of the Company. The Company has
entered into an agreement with Mr. Tarantino that provides for payments
totaling the equivalent of two years' salary as well as continuation of
certain other benefits. Accordingly, the Company will recognize a charge,
as a component of its selling, general and administrative expense, of
approximately $660,000 in its fiscal first quarter ended July 31, 2008.
Other income, net for fiscal year 2008 totaled $868,000 versus $3.1 million
in fiscal 2007. Other income in fiscal 2008 includes $748,000 of net
interest income. Additionally, other income includes $120,000 of foreign
currency transaction gains, primarily as a result of the EURO strengthening
relative to the US dollar. Other income in fiscal 2007 included $2.3
million received from a DRAM manufacturer related to a settlement agreement.
In fiscal 2007, the Company also received $712,000 of net interest income
and realized approximately $97,000 of foreign currency transaction gains.
Income tax expense for fiscal 2008 was $1.0 million versus $450,000 in
fiscal 2007. The Company's effective tax rate for financial reporting
purposes in fiscal 2008 was approximately 39%. However, the Company has
Federal net operating loss (NOL) carryforwards and therefore will continue
to make cash payments for income taxes at an approximate rate of 10% of
pretax earnings until it utilizes all of its NOL carryforwards. As of April
30, 2008, the Company has a NOL carryforward of approximately $1.5 million
that can be used to offset future taxable income. In April 2008, after
review of its operating results and operating plans, management concluded
that it remains more likely than not that the Company will utilize all of
its NOL carryforwards.
Fiscal 2007 Compared With Fiscal 2006
Revenues for fiscal 2007 were $38.4 million compared to $41.8 million in
fiscal 2006. The decline in revenues came primarily from reduced sales to
one OEM customer. Revenues derived from sales to this customer were
$3.0 million in fiscal 2006, substantially all of which was in the first
quarter of the fiscal year. Revenues were also adversely impacted by a
decline in average selling prices.
2
During the fourth quarter of fiscal 2007, the Company initiated a reduction
of its cost structure. As part of the cost reduction initiative, the
Company reduced its workforce by approximately 14 percent, which resulted in
a pretax severance charge of $320,000. Of this amount, $55,000 was charged
to cost of sales and $265,000 was charged to selling, general and
administrative expense.
Cost of sales was $29.4 million in fiscal 2007 or 76.6 percent of revenues
compared to $29.5 million or 70.5 percent of revenues in fiscal 2006.
Fiscal 2006 cost of sales as a percentage of revenues was considered by
management to be lower than normal and primarily resulted from higher than
expected sales of certain large capacity memory products, which typically
command higher margins. Fiscal 2007 cost of sales included royalty expense
of approximately $119,000, or 0.3% of revenues compared to $173,000, or 0.4%
of revenues in fiscal 2006.
Engineering and development costs amounted to $1.2 million in fiscal 2007
and $1.1 million in fiscal 2006.
Selling, general and administrative costs were $9.6 million in fiscal 2007
versus $9.2 million in fiscal 2006. The increase in expense was primarily
the result of stock-based compensation expense of $440,000 recorded in
fiscal 2007 versus nil in fiscal 2006. Additionally, there was a $265,000
provision for severance.
Other income, net for fiscal year 2007 totaled $3.1 million versus
$2.4 million in fiscal 2006. Other income in fiscal 2007 included $2.3
million received from a DRAM manufacturer related to a settlement agreement.
In fiscal 2007, the Company also recorded $712,000 of net interest income
and realized approximately $97,000 of foreign currency transaction gains.
Fiscal 2006 other income included approximately $1.9 million of gain from
the sale of the Company's undeveloped land, $455,000 of net interest income
and $65,000 of foreign currency transaction losses.
Income tax expense for fiscal 2007 was $450,000 versus $1.7 million in
fiscal 2006.
Liquidity and Capital Resources
The Company's cash and working capital position remains strong. Working
capital at the end of fiscal 2008 amounted to $22.4 million, including cash
and cash equivalents of $17.6 million, compared to working capital of $21.3
million, including cash and cash equivalents of $14.1 million at the end of
fiscal 2007. Current assets at the end of fiscal 2008 were 10.0 times
current liabilities compared to 9.3 at the end of fiscal 2007.
Trade receivables at the end of fiscal 2008 were $4.0 million compared to
fiscal 2007 year-end trade receivables of $4.7 million.
The Company generated $3.7 million of cash flows from operating activities
primarily as a result of net earnings of $1.6 million, increased by deferred
tax expense of $691,000, depreciation and amortization expense of $312,000
and reduced by excess tax benefits from sale of common shares under the
Company's stock option plan of $81,000. Accounts receivable decreased by
$688,000 primarily as the result of reduced revenues. Other net changes in
assets and liabilities increased cash flows from operating activities
by $220,000.
Cash provided by investing activities totaled $1.3 million and consisted
primarily of the collection of the Company's note receivable totaling $1.5
million, offset by additions of property and equipment of approximately
$236,000.
Cash used in financing activities totaled $1.5 million and consisted
primarily of dividends paid totaling approximately $2.1 million, offset by
proceeds from stock option exercises of $577,000.
Capital expenditures were $236,000 in fiscal 2008 compared to $320,000 in
fiscal 2007. Fiscal 2009 capital expenditures are expected to total
approximately $650,000. At the end of fiscal 2008, contractual commitments
for capital purchases were zero.
On December 4, 2002, the Company announced an open market repurchase plan
providing for the repurchase of up to 500,000 shares of the Company's common
stock. As of April 30, 2008, the total number of shares authorized for
purchase under the program is 172,196 shares. In fiscal 2008 and 2007, the
Company did not repurchase any shares of its common stock. In fiscal 2006,
the Company repurchased 51,450 shares of its common stock at a total price
of approximately $230,000.
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 were 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 fee equal to one-eighth of one percent per
annum on the unused commitment. The agreement contains certain restrictive
covenants, specifically a trailing twelve month profitability requirement, a
current asset 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
the 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 were no borrowings
against the credit line in fiscal 2008.
Management believes that the Company's 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.
On December 29, 2005, the Company closed on an agreement entered into in
fiscal 2003 to sell its undeveloped land. The sale price was $3,075,000 of
which half, or $1,537,500, was paid in the form of a note, that accrued
interest, payable monthly at 5% per annum for a period of one year and 7.5%
per annum thereafter. The note was 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. The note
receivable is treated as a non-cash transaction in the 2006 Consolidated
Statements of Cash Flows. During fiscal 2008, the note was paid in full and
the mortgage released.
3
Contractual Obligations
Future minimum lease payments under non-cancelable operating leases (with
initial or remaining lease terms in excess of one year) as of April 30, 2008
are as follows:
Operating leases
Year ending April 30: ________________
2009 $ 411,000
2010 418,000
2011 371,000
2012 34,000
Thereafter 0
________________
$ 1,234,000
================
Purchases
At April 30, 2008, the Company had open purchase orders outstanding totaling
$1.6 million primarily for inventory items to be delivered in the first
quarter of fiscal 2009. These purchase orders are cancelable.
Recently Adopted Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (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 the Company recognize in its 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
were effective for the Company beginning May 1, 2007. The adoption of FIN
48 had no material effect on the Company's consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(SFAS No. 157). The purpose of SFAS No. 157 is to define fair value,
establish a framework for measuring fair value, and enhance disclosures
about fair value measurements. As permitted under the standard, the Company
adopted the provisions of SFAS No. 157 in its current fiscal year beginning
May 1, 2007. The adoption of SFAS No. 157 had no material effect on the
Company's consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" (SFAS No. 159). SFAS No. 159
gives the Company the irrevocable option to carry many financial assets and
liabilities at fair values, with changes in fair value recognized in
earnings. SFAS No. 159 is effective for the Company beginning May 1, 2008,
although early adoption is permitted. The Company has determined that
electing adoption of SFAS No. 159 would have no material effect on the
Company's consolidated financial statements. However, as of April 30, 2008,
we have not determined what election we will make.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
(SFAS No. 161), which requires additional disclosures about the objectives of
the derivative instruments and hedging activities, the method of accounting
for such instruments under SFAS No. 133 and its related interpretations, and
a tabular disclosure of the effects of such instruments and related hedged
items on our consolidated financial position, financial performance, and
cash flows. SFAS No. 161 is effective for us beginning January 1, 2009. We
are currently assessing the potential impact that adoption of SFAS No. 161
may have on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations"
(SFAS No. 141R), which replaces SFAS No. 141. The statement retains the
purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized
in the purchase accounting. It also changes the recognition of assets
acquired and liabilities assumed arising from contingencies, requires the
capitalization of in-process research and development at fair value, and
requires the expensing of acquisition-related costs as incurred. SFAS No.
141R is effective for us beginning May 1, 2009 and will apply prospectively
to business combinations completed on or after that date.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" (SFAS No.
160), which changes the accounting and reporting for minority interests.
Minority interests will be recharacterized as noncontrolling interests and
will be reported as a component of equity separate from the parent's equity,
and purchases or sales of equity interests that do not result in a change in
control will be accounted for as equity transactions. In addition, net
income attributable to the noncontrolling interest will be included in
consolidated net income on the face of the income statement and, upon a loss
of control, the interest sold, as well as any interest retained, will be
recorded at fair value with any gain or loss recognized in earnings. SFAS
No. 160 is effective for us beginning May 1, 2009 and will apply
prospectively, except for the presentation and disclosure requirements,
which will apply retrospectively. We are currently assessing the potential
impact that adoption of SFAS No. 160 may have on our consolidated financial
statements.
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
this Annual Report, management 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 123R) was issued. SFAS 123R 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. The Company adopted the guidance in SFAS 123R effective May 1,
2006. The accompanying consolidated statement of earnings for the fiscal
year ended April 30, 2008 includes approximately $297,000 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
123R. These awards have been classified as equity instruments, and as such,
a corresponding increase of $297,000 has been reflected in additional
paid-in capital in the accompanying balance sheet as of April 30, 2008. The
fair value of each stock option granted is estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:
Expected life is based on the Company's historical experience of option
exercises relative to option contractual lives; expected volatility is based
on the historical volatility of the Company's share price; expected dividend
yield assumes the current dividend rate remains unchanged; risk-free interest
rate approximates United States government debt rates at the time of option
grants.
4
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"(SFAS No. 109). 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.
Quantitative and Qualitative Disclosure About Market Risk
The Company does not invest in market risk sensitive instruments. The
Company's investments during the past fiscal year have consisted of
overnight deposits with banks and commercial paper, which matures within
ninety days. The average principal sum invested was approximately $16.5
million and the weighted average effective interest rate for these
investments was approximately 4.6%. 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. At any given time,
approximately 5 to 10 percent of the Company's accounts receivable are
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.
Controls and Procedures
The Chief Executive Officer and Chief Financial Officer of the Company have
evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) 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.
Report of Management on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. Internal control
over financial reporting is a process to provide reasonable assurance
regarding the reliability of our financial reporting for external purposes
in accordance with accounting principles generally accepted in the United
States of America. Internal control over financial reporting includes
maintaining records that in reasonable detail accurately and fairly reflect
our transactions; providing reasonable assurance that transactions are
recorded as necessary for preparation of our financial statements; providing
reasonable assurance that receipts and expenditures of company assets are
made in accordance with management authorization; and providing reasonable
assurance that unauthorized acquisition, use or disposition of company
assets that could have a material effect on our financial statements would
be prevented or detected on a timely basis. Because of its inherent
limitations, internal control over financial reporting is not intended to
provide absolute assurance that a misstatement of our financial statements
would be prevented or detected.
Management has conducted an evaluation of the effectiveness of our internal
control over financial reporting. Based on this evaluation, management has
concluded that the Company's internal control over financial reporting was
effective as of April 30, 2008. There were no changes in our internal
control over financial reporting during the quarter ended April 30, 2008,
that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting. This Annual Report
does not include an attestation report of the Company's independent
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only
management's report in the Annual Report.
Common Stock Information
The Common Stock of the Company is traded on the NASDAQ National Market with
the symbol "DRAM". The following table sets forth, for the periods
indicated, the high and low prices for the Common Stock.
2008 2007
___________________ __________________
High Low High Low
___________________ __________________
First Quarter $ 4.60 $ 4.01 $ 5.94 $ 4.61
Second Quarter 4.08 3.05 5.07 4.01
Third Quarter 3.59 2.95 4.80 4.04
Fourth Quarter 3.55 2.82 4.78 4.03
At April 30, 2008, there were approximately 5,000 shareholders.
Dividends paid in the fiscal year ended April 30, 2008 totaled $0.24 per
common share and were paid quarterly at the rate of $0.06 per common share.
In a press release dated June 4, 2008, the Company announced that the Board
of Directors suspended future dividend payments.
5
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 2008 and 2007
(In thousands, except share and per share amounts)
2008 2007
______ ______
Assets
Current assets:
Cash and cash equivalents $17,642 $14,138
Trade receivables, less allowance for
doubtful accounts and sales returns
of $250 in 2008 and $300 in 2007 4,047 4,717
Inventories:
Raw materials 1,379 1,497
Work in process 65 42
Finished goods 533 582
______ ______
1,977 2,121
Deferred income taxes 1,101 1,149
Note receivable 0 1,537
Other current assets 98 231
______ ______
Total current assets 24,865 23,893
Deferred income taxes 480 1,123
Property and equipment:
Machinery and equipment 11,075 10,886
Leasehold improvements 2,103 2,103
______ ______
13,178 12,989
Less accumulated depreciation
and amortization 12,492 12,205
______ ______
Net property and equipment 686 784
Other assets 79 105
______ ______
$26,110 $25,905
====== ======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,789 $ 1,597
Accrued liabilities 702 976
______ ______
Total current liabilities 2,491 2,573
Commitments and contingencies
Stockholders' equity:
Common stock, par value $1.00 per share.
Authorized 54,000,000 shares; issued
and outstanding 8,869,184 in 2008
and 8,687,755 in 2007 8,869 8,688
Additional paid-in capital 6,408 5,796
Retained earnings 8,342 8,848
______ ______
Total stockholders' equity 23,619 23,332
______ ______
$26,110 $25,905
====== ======
See accompanying notes to consolidated financial statements.
6
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
Years ended April 30, 2008, 2007 and 2006
(In thousands, except per share amounts)
2008 2007 2006
_______ _______ _______
Revenues $ 30,893 $ 38,404 $ 41,795
Costs and expenses:
Cost of sales 19,016 29,410 29,458
Engineering and development 1,267 1,243 1,136
Selling, general and administrative 8,837 9,605 9,194
_______ _______ _______
29,120 40,258 39,788
_______ _______ _______
Earnings (loss) from operations 1,773 (1,854) 2,007
Other income (expense):
Interest income 754 717 467
Interest expense (6) (5) (12)
Currency gain (loss) 120 97 (65)
Other income 0 2,265 2,041
_______ _______ _______
868 3,074 2,431
_______ _______ _______
Earnings before income tax
expense 2,641 1,220 4,438
Income tax expense 1,033 450 1,666
_______ _______ _______
Net earnings $ 1,608 $ 770 $ 2,772
======= ======= =======
Net earnings per common share:
Basic $ 0.18 $ 0.09 $ 0.33
======= ======= =======
Diluted $ 0.18 $ 0.09 $ 0.31
======= ======= =======
See accompanying notes to consolidated financial statements.
7
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 2008, 2007 and 2006
(In thousands)
2008 2007 2006
______ _____ ______
Cash flows from operating activities:
Net earnings $ 1,608 $ 770 $ 2,772
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Depreciation and amortization 312 383 787
Bad debt expense (recovery) (18) 29 (67)
Stock-based compensation expense 297 440 -
Gain on sale of land - - (1,916)
Deferred income tax expense 691 269 1,347
Excess tax benefits from sale of
common shares under stock
option plan (81) (113) 117
Changes in assets and liabilities:
Decrease in trade
and other receivables 688 146 3,571
Decrease in inventories 144 67 180
Decrease (increase) in
other current assets 133 (150) 50
Decrease (increase) in
other assets 26 - (51)
Increase (decrease) in
accounts payable 192 (460) (471)
Increase (decrease) in
accrued liabilities (274) 324 (785)
_____ _____ _____
Net cash provided by
operating activities 3,718 1,705 5,534
_____ _____ _____
Cash flows from investing activities:
Collection of note receivable 1,537 - -
Additions to property and
equipment (235) (320) (480)
Proceeds from sale of property and
equipment 21 - 1,253
_____ _____ _____
Net cash provided by (used in)
investing activities 1,323 (320) 773
_____ _____ _____
Cash flows from financing activities:
Purchase and subsequent cancellation
of shares of common stock - - (230)
Proceeds from sale of common shares
under stock option
plan (including tax benefits) 496 651 459
Excess tax benefits from sale of
common shares under stock
option plan 81 113 -
Dividends paid (2,114) (2,055) (1,773)
_____ _____ _____
Net cash used in financing activities (1,537) (1,291) (1,544)
_____ _____ _____
Net increase in cash and cash
equivalents 3,504 94 4,763
Cash and cash equivalents at
beginning of year 14,138 14,044 9,281
_____ _____ _____
Cash and cash equivalents at end
of year $ 17,642 $ 14,138 $ 14,044
===== ===== =====
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 6 $ 5 $ 22
===== ===== =====
Income taxes $ 134 $ 205 $ 328
===== ===== =====
See accompanying notes to consolidated financial statements.
8
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended April 30, 2008, 2007 and 2006
(In thousands, except share amounts)
Total
Additional stock-
Common paid-in Retained holders'
stock capital earnings equity
______ ________ ________ ________
Balance at April 30, 2005 $ 8,361 $ 4,566 $ 9,254 $22,181
Issuance of 177,346 shares
under stock option plans,
including income tax
benefit of $117 177 399 - 576
Purchase and subsequent
cancellation of
51,450 shares (51) (59) (120) (230)
Net earnings - - 2,772 2,772
Dividends paid (1) - - (1,773) (1,773)
______ _______ _______ _______
Balance at April 30, 2006 $ 8,487 $ 4,906 $10,133 $23,526
Issuance of 200,359 shares
under stock option plans,
including income tax
benefit of $113 201 450 - 651
Net earnings - - 770 770
Stock-based compensation expense - 440 - 440
Dividends paid (2) - - (2,055) (2,055)
______ _______ _______ _______
Balance at April 30, 2007 $ 8,688 $ 5,796 $ 8,848 $23,332
Issuance of 181,429 shares
under stock option plans,
including income tax
benefit of $81 181 315 - 496
Net earnings - - 1,608 1,608
Stock-based compensation expense - 297 - 297
Dividends paid (3) - - (2,114) (2,114)
______ _______ _______ _______
Balance at April 30, 2008 $ 8,869 $ 6,408 $ 8,342 $23,619
====== ====== ====== ======
(1) Dividends paid in the fiscal year ended April 30, 2006 totaled $0.21
per common share and were paid at the rate of $0.05 per common share
in each of the first three fiscal quarters of the year and $0.06 per
common share in the fourth quarter of the fiscal year.
(2) Dividends paid in the fiscal year ended April 30, 2007 totaled $0.24
per common share and were paid quarterly at the rate of $0.06 per
common share.
(3) Dividends paid in the fiscal year ended April 30, 2008 totaled $0.24
per common share and were paid quarterly at the rate of $0.06 per
common share.
See accompanying notes to consolidated financial statements.
9
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share amounts)
(1) Significant Accounting Policies
Description of Business
Dataram Corporation is a worldwide provider of server and workstation memory.
The Company offers a specialized line of gigabyte-class memory for entry to
enterprise-level servers and workstations as well as customized memory
solutions for original equipment manufacturers.
Principles of Consolidation
The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated.
The Company has certain foreign subsidiaries which act only as sales offices
and which are deemed to be essentially branches of the US company. The
functional currency of these sales offices is considered to be the US dollar.
Accordingly, any amounts denominated in a currency other than the US dollar
are being recorded at the balance sheet rate of exchange and gains and
losses arising from changes in foreign currency rates for those assets and
liabilities are being reported in the consolidated statements of earnings.
Cash and Cash Equivalents
Cash and cash equivalents consist of unrestricted cash, money market
accounts and commercial paper purchased with maturities of three months or
less when acquired.
Inventories
Inventories, consisting of materials, labor and manufacturing overhead, are
stated at the lower of cost or market, with cost determined by the first-in,
first-out method.
Note Receivable
On December 29, 2005, the Company closed on an agreement entered into in
fiscal 2003 to sell its undeveloped land. The purchase price was $3,075 of
which half, or $1,537, was paid in the form of a note that accrued interest,
payable monthly, at 5% per annum for a period of one year and 7.5% per annum
thereafter. The note was secured by a mortgage. Of the remainder, $250 had
been previously paid as deposits and $1,253, which was net of closing costs,
was received in cash at closing. The note receivable is treated as a
non-cash transaction in the 2006 Consolidated Statements of Cash Flows. In
fiscal 2008, the note was paid in full and the mortgage released.
Property and Equipment
Property and equipment is recorded at cost. Depreciation is computed on the
straight-line basis. Depreciation and amortization rates are based on the
estimated useful lives, which range from three to five years for machinery
and equipment and five to six years for leasehold improvements. When
property or equipment is retired or otherwise disposed of, related costs
and accumulated depreciation and amortization are removed from the accounts.
Repair and maintenance costs are charged to operations as incurred.
Long-Lived Assets
In accordance with Statement of Financial Accounting Standards (SFAS) No.
144, "Accounting for the Impairment and Disposal of Long-Lived Assets"
(SFAS No. 144), long-lived assets, such as property, plant and equipment,
are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to the estimated undiscounted future cash
flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds
the estimated fair value of the asset. Assets to be disposed of would be
separately presented in the balance sheet and reported at the lower of the
carrying amount or fair value less cost to sell, and no longer depreciated.
The Company considers various valuation factors, principally undiscounted
cash flows, to assess the fair values of long-lived assets.
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.
Product Development and Related Engineering
The Company expenses product development and related engineering costs as
incurred. Engineering effort is directed to the development of new or
improved products as well as ongoing support for existing products.
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"(SFAS No. 109). 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.
10
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration
of credit risk consist primarily of cash and cash equivalents and accounts
receivable. The Company maintains its cash and cash equivalents in
financial institutions and brokerage accounts. To the extent that such
deposits exceed the maximum insurance levels, they are uninsured. The
Company performs ongoing evaluations of its customers' financial condition,
as well as general economic conditions and, generally, requires no collateral
from its customers. At April 30, 2008, amounts due from two customers
totaled approximately 26% of accounts receivable. At April 30, 2007,
amounts due from one customer totaled approximately 16% of accounts
receivable.
In fiscal 2008, the Company had sales to one customer that accounted for
approximately 14% of revenue. In fiscal 2007, the Company had no sales to
any one customer that accounted for 10% or more of revenues. In fiscal
2006, sales to one customer accounted for approximately 11% of revenues.
Net Earnings Per Share
Net Earnings Per Share is presented in accordance with SFAS No. 128,
"Earnings Per Share". Basic net earnings per share is calculated by
dividing net earnings by the weighted average number of common shares
outstanding during the period. Diluted net earnings per share was
calculated in a manner consistent with basic net earnings per share except
that the weighted average number of common shares outstanding also includes
the dilutive effect of stock options outstanding (using the treasury stock
method).
The following presents a reconciliation of the numerator and denominator
used in computing basic and diluted net earnings per share.
Year ended April 30, 2008
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $ 1,608 8,825,000 $ .18
Effect of dilutive securities
- -stock options - 29,000 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $ 1,608 8,854,000 $ .18
======= ========= ======
Year ended April 30, 2007
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $ 770 8,572,000 $ .09
Effect of dilutive securities
- -stock options - 232,000 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $ 770 8,804,000 $ .09
======= ========= ======
Year ended April 30, 2006
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $ 2,772 8,447,000 $ .33
Effect of dilutive securities
- -stock options - 374,000 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $ 2,772 8,821,000 $ .31
======= ========= ======
Diluted net earnings per common share does not include the effect of options
to purchase 756,135 shares of common stock for the year ended April 30, 2008
because they are anti-dilutive.
Diluted net earnings per common share does not include the effect of options
to purchase 555,938 shares of common stock for the year ended April 30, 2007
because they are anti-dilutive.
Diluted net earnings per common share does not include the effect of options
to purchase 391,880 shares of common stock for the year ended April 30, 2006
because they are anti-dilutive.
11
Product Warranty
The majority of the Company's products are intended for single use;
therefore, the Company requires limited product warranty accruals. The
Company accrues estimated product warranty cost at the time of sale and any
additional amounts are recorded when such costs are probable and can be
reasonably estimated.
Balance Charges to Balance
Beginning Costs and End
of Year Expenses Deductions of Year
_________ _________ __________ _______
Year Ended
April 30, 2008 $ 54 20 (20) $ 54
Year Ended
April 30, 2007 $ 54 4 (4) $ 54
Year Ended
April 30, 2006 $ 54 19 (19) $ 54
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.
Fair Value of Financial Instruments
The fair value of financial instruments is determined by reference to market
data and other valuation techniques as appropriate. The Company believes
that there is no material difference between the fair value and the reported
amounts of financial instruments in the consolidated balance sheets.
Stock-Based Compensation
At April 30, 2008, the Company has stock-based employee and director
compensation plans, which are described more fully in Note 5. 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 "Accounting for Stock Issued to Employees" (APB 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. To calculate the excess tax benefits available as of the date
of adoption for use in offsetting future tax shortfalls, the Company
followed the alternative transition method discussed in FASB Staff Position
No. 123R-3.
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 25.
Effective May 1, 2006, the Company adopted the fair value recognition
provisions of 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 fiscal 2008
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 fiscal year ended April 30, 2008 are $297 and $180 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 $.02. Compensation expense is
recognized in the selling, general and administrative expenses line item of
the accompanying consolidated statements of earnings 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 five years. These stock option grants have been
classified as equity instruments, and as such, a corresponding increase of
$297 has been reflected in additional paid-in capital in the accompanying
balance sheet as of April 30, 2008. In fiscal 2007, there were stock-based
compensation costs recorded of $440. This resulted in lower net earnings of
$258 and a decrease in basic and diluted net earnings per share of $.03.
A corresponding increase of $440 was reflected in additional paid-in capital
in fiscal 2007's balance sheet.
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 $81 of excess tax benefits in fiscal 2008. The Company had
$113 of excess tax benefits in fiscal 2007.
12
A summary of option activity under the plans for the fiscal year ended April
30, 2008 is as follows:
Weighted Weighted average Aggregate
average remaining intrinsic
Shares exercise price contractual life value(1)
__________ __________ __________ __________
Balance
April 30, 2007 1,208,066 $5.24 3.22 $ 675
Granted 135,000 $3.33 - -
Exercised (292,464) $2.81 - $ 250
Expired (151,602) $6.65 - -
Balance
April 30, 2008 899,000 $5.69 3.64 $ 26
Exercisable
April 30, 2008 734,000 $6.13 3.29 $ 26
(1) These amounts represent the difference between the exercise price and
$3.28, the closing price of Dataram common stock on April 30, 2008 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.
Total cash received from the exercise of options in fiscal 2008 was $496.
During fiscal 2008, 141,300 options completed vesting. As of April 30, 2008,
there were $182 of total unrecognized compensation costs related to stock
options. These costs are expected to be recognized over a weighted average
period of one year. At April 30, 2008, an aggregate of 1,151,902 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 fiscal year 2006 if the Company had applied the fair
value recognition provisions of SFAS 123R to stock-based employee
compensation:
2006
-----------
Net earnings as reported $ 2,772
Deduct: Total stock-based
employee compensation expense
determined under fair value
method for all awards,
net of tax (517)
-----------
Pro forma net earnings $ 2,255
===========
Basic and diluted net earnings
per common share:
Basic:
As reported $ .33
===========
Pro forma under SFAS 123R $ .27
===========
Diluted:
As reported $ .31
===========
Pro forma under SFAS 123R $ .26
===========
13
The fair value of each stock option granted during the year is estimated on
the date of grant using the Black-Scholes option pricing model with the
following assumptions:
2008 2007 2006(1)
------- ------- -------
Expected life (years) 4.0 4.0 4.0
Expected volatility 110% 67% 63%
Expected dividend yield 7.2% 5.1% -
Risk-free interest rate 5.0% 5.0% 5.0%
Weighted average fair value of options
granted during the year $ 1.81 $ 2.00 $ 3.18
(1) Estimated values and assumptions used in the calculation of fair
value prior to the adoption of SFAS 123R.
Expected life is based on the Company's historical experience of option
exercises relative to option contractual lives. Expected volatility is
based on the historical volatility of the Company's share price. Expected
dividend yield assumes the current dividend rate remains unchanged. Risk
free interest rate approximates United States government debt rates at the
time of option grants.
(2) Subsequent Event
On May 7, 2008, Mr. John H. Freeman succeeded Mr. Robert V. Tarantino as
President and Chief Executive Officer of the Company. The Company has
entered into an agreement with Mr. Tarantino that provides for payments
totaling the equivalent of two years' salary as well as continuation of
certain other benefits. Accordingly, the Company will recognize a charge,
as a component of its selling, general and administrative expense, of
approximately $660 in its fiscal first quarter ending July 31, 2008.
(3) Long-Term Debt
On June 21, 2004, the Company entered into a credit facility with a bank,
which provides for up to a $5,000 revolving credit line. Advances under the
facility were 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 fee equal to one-eighth of one percent per
annum on the unused commitment. The agreement contains certain restrictive
covenants, specifically a trailing twelve month profitability requirement, a
current asset 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 $2,500 per year from $1,000 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 the
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 were no borrowings against the credit
line in fiscal 2008.
(4) Income Taxes
Income tax expense (benefit) for the years ended April 30 consists of the
following:
2008 2007 2006
_____ _____ _____
Current:
Federal $ 75 $ 113 $ 117
State 267 68 202
_____ _____ _____
342 181 319
_____ _____ _____
Deferred:
Federal 678 274 1,238
State 13 (5) 109
_____ _____ _____
691 269 1,347
_____ _____ _____
Total income tax expense $ 1,033 $ 450 $ 1,666
===== ===== =====
The actual income tax expense (benefit) differs from "expected" tax expense
(benefit) (computed by applying the U. S. corporate tax rate of 35% to
earnings before income taxes) as follows:
2008 2007 2006
_____ _____ _____
Computed "expected" tax
expense $ 924 $ 427 $ 1,553
State income taxes(net
of Federal income tax
benefit) 173 41 147
Other (64) (18) (34)
_____ _____ _____
$ 1,033 $ 450 $ 1,666
===== ===== =====
14
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:
2008 2007
____ ____
Deferred tax assets:
Compensated absences, principally due
to accrual for financial reporting
purposes $ 75 $ 111
Stock-based compensation expense 289 163
Accounts receivable, principally due
to allowance for doubtful accounts
and sales returns 98 111
Property and equipment, principally
due to differences in depreciation 63 37
Inventories 115 100
Foreign tax credit 53 53
Domestic net operating losses 506 1,692
Alternative minimum tax 382 382
_____ _____
Gross deferred tax assets 1,581 2,649
Deferred tax liabilities:
Installment sale obligation, principally
due to note receivable - (377)
_____ _____
Gross deferred tax liabilities - (377)
_____ _____
Net deferred tax assets $ 1,581 $ 2,272
===== =====
The Company has U.S. net operating loss carryforwards of approximately
$1,509 which can be used to offset income through 2023. The tax benefit of
net operating loss carryforwards utilized in each of the three years ended
April 30, 2008 is as follows:
Federal State Total
2008 $2,208 $ - $2,208
2007 $1,056 $ - $1,056
2006 $1,901 $109 $2,010
15
(5) Stock Option Plans
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.
At April 30, 2008, 54,050 of the outstanding options are exercisable. 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. At April 30, 2008, 483,950 of the outstanding
options are exercisable.
The status of the plans for the three years ended April 30,
2008, is as follows:
Options Outstanding
________________________________________________
Exercise price Weighted average
Shares per share exercise price
_________ ______________ ___________
Balance April 30, 2005 1,254,850 $ 1.708-24.250 $ 4.422
Granted 147,600 5.140-6.630 6.125
Exercised (180,475) 1.708-4.833 2.923
Expired (94,600) 2.990-7.980 5.835
_________ ____________ ____________
Balance April 30, 2006 1,127,375 1.708-24.250 4.767
Granted 103,300 4.700 4.700
Exercised (200,359) 2.313-4.090 2.684
Expired (18,250) 2.313-10.000 6.026
_________ ____________ ____________
Balance April 30, 2007 1,012,066 2.813-24.250 5.150
Granted 95,000 3.330 3.330
Exercised (292,464) 2.813 2.813
Expired (151,602) 2.813-24.250 5.553
_________ ____________ ____________
Balance April 30, 2008 663,000 $ 2.813-24.250 $ 5.828
========= ============ ==========
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. At April 30, 2008, 196,000 of the outstanding options are
exercisable.
16
The status of the non-employee director options for the three
years ended April 30, 2008, is as follows:
Options Outstanding
________________________________________________
Exercise price Weighted average
Shares per share exercise price
_________ _____________ ____________
Balance April 30, 2005 144,000 $ 2.990-7.980 $ 5.665
Granted 44,000 6.420-6.630 6.573
Exercised (16,000) 2.990-4.090 3.540
Expired - - -
________ ____________ ____________
Balance April 30, 2006 172,000 2.990-7.980 6.095
Granted 40,000 4.700 4.700
Exercised - - -
Expired (16,000) 6.750-7.980 7.365
________ ____________ ____________
Balance April 30, 2007 196,000 2.990-7.980 5.965
Granted 40,000 3.330 3.330
Exercised - - -
Expired - - -
________ ____________ ____________
Balance April 30, 2008 236,000 $ 2.990-7.980 $ 5.304
======== ============ ============
(6) Accrued Liabilities
Accrued liabilities consist of the following at April 30:
2008 2007
-------- --------
Payroll, including vacation $ 317 $ 300
Severance costs 0 310
Commissions 133 180
Other 252 186
-------- --------
$ 702 $ 976
======== ========
(7) Commitments
Leases
The Company and its subsidiaries occupy various facilities and
operate various equipment under operating lease arrangements.
Rent charged to operations pursuant to such operating leases amounted to
approximately $655 in 2008, $725 in 2007 and $769 in 2006.
Future minimum lease payments under non-cancelable operating leases
(with initial or remaining lease terms in excess of one year) as of
April 30, 2008 are as follows:
Operating leases
Year ending April 30: ________________
2009 $ 411,000
2010 418,000
2011 371,000
2012 34,000
Thereafter 0
________________
$ 1,234,000
================
Purchases
At April 30, 2008, the Company had open purchase orders outstanding totaling
$1.6 million, primarily for inventory items to be delivered in the first
quarter of fiscal 2009. These purchase orders are cancelable.
License Agreements
The Company has entered into certain licensing agreements with varying terms
and conditions. The Company is obligated to pay royalties on certain of
these agreements. Royalties charged to operations pursuant to such
agreements amounted to approximately $171 in 2008, $119 in 2007 and $173
in 2006.
17
Legal Proceedings
The Company is not involved in any claim or legal action that, in the
opinion of management, would have a material effect on the Company's
consolidated financial position, results of operations or liquidity.
(8) Employee Benefit Plan
The Company has a defined contribution plan (the Plan) which is
available to all qualified employees. Employees may elect to
contribute a portion of their compensation to the Plan, subject
to certain limitations. The Company contributes a percentage of
the employee's contribution, subject to a maximum of 6 percent of
the employee's eligible compensation, based on the employee's
years of service. The Company's matching contributions aggregated
approximately $239, $236 and $250 in 2008, 2007 and
2006, respectively.
(9) Revenues by Geographic Location
The Company operates in one business segment and develops,
manufactures and markets a variety of memory systems for use with
servers and workstations which are manufactured by various companies.
Revenues, total assets and log lived assets for 2008, 2007 and 2006 by
geographic region is as follows:
United Europe Other* Consolidated
States
_______ _______ ______ ____________
April 30, 2008
Revenues $ 22,270 $ 5,875 $ 2,748 $ 30,893
Total assets $ 26,030 $ 78 $ 2 $ 26,110
Long lived assets $ 686 $ 0 $ 0 $ 686
April 30, 2007
Revenues $ 27,583 $ 6,484 $ 4,337 $ 38,404
Total assets $ 25,428 $ 464 $ 13 $ 25,905
Long lived assets $ 784 $ 0 $ 0 $ 784
April 30, 2006
Revenues $ 29,321 $ 9,151 $ 3,323 $ 41,795
Total assets $ 25,761 $ 447 $ 28 $ 26,236
Long lived assets $ 847 $ 0 $ 0 $ 847
*Principally Asia Pacific Region
(10) Quarterly Financial Data (Unaudited)
Quarter Ended
____________________________________________
Fiscal 2008 July 31 October 31 January 31 April 30
___________ _______ __________ __________ ________
Revenues $ 8,617 $ 8,556 $ 6,675 $ 7,045
Gross profit 3,037 3,242 2,644 2,954
Net earnings 405 569 233 401
Net earnings per
diluted common and common
equivalent share .05 .06 .03 .05
Quarter Ended
____________________________________________
Fiscal 2007 July 31 October 31 January 31 April 30
___________ _______ __________ __________ ________
Revenues $ 9,305 $10,902 $ 9,366 $ 8,831
Gross profit 2,405 2,577 1,862 2,150
Net earnings (loss) (70) 1,446 (297) (309)
Net earnings (loss) per
diluted common and common
equivalent share (.01) .16 (.03) (.04)
Earnings per share is calculated independently for each quarter and
therefore may not equal the total for the year.
18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Dataram Corporation:
We have audited the accompanying consolidated balance sheets of Dataram
Corporation and Subsidiaries as of April 30, 2008 and 2007, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended April 30, 2008. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Dataram
Corporation and Subsidiaries as of April 30, 2008 and 2007, and their
results of operations and cash flows for each of the years in the three-year
period ended April 30, 2008 in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company
changed the manner in which it accounts for share-based compensation in
fiscal 2007.
/s/ J.H. Cohn LLP
J.H. Cohn LLP
Lawrenceville, New Jersey
July 24, 2008
19
Selected Financial Data
(Not covered by Independent Registered Public Accounting Firm's Reports)
(In thousands, except per share amounts)
Years Ended April 30, 2008 2007 2006 2005 2004
______________________ ____ ____ ____ ____ ____
Revenues $ 30,893 $ 38,404 $ 41,795 $ 65,684 $ 61,984
Net earnings 1,608 770 2,772 6,715 2,271
Basic earnings
per share .18 .09 .33 .78 .27
Diluted earnings
per share .18 .09 .31 .74 .25
Current assets 24,865 23,893 24,108 23,435 19,004
Total assets 26,110 25,905 26,236 26,147 21,912
Current liabilities 2,491 2,573 2,710 3,966 5,508
Total stockholders'
equity 23,619 23,332 23,526 22,181 16,404
Cash dividends paid 2,114 2,055 1,773 - -
20
DIRECTORS AND CORPORATE OFFICERS
Directors
John H. Freeman
President and Chief Executive Officer
of Dataram Corporation
Thomas A. Majewski*
Principal, Walden Inc.
Bernard L. Riley*
Private Investor
Roger C. Cady*
Principal, Arcadia Associates
Rose Ann Giordano*
President, Thomis Partners
*Member of audit committee
Corporate Officers
John H. Freeman
President and Chief Executive Officer
Mark E. Maddocks
Vice President, Finance and
Chief Financial Officer
Jeffrey H. Duncan
Vice President of Manufacturing
and Engineering
Tony Pawlik
Vice President of Sales
Anthony M. Lougee
Controller
Thomas J. Bitar
Secretary
Member, Dillon, Bitar & Luther, L.L.C.
Corporate Headquarters
Dataram Corporation
186 Princeton Road (Route 571)
West Windsor, NJ 08550
609-799-0071
Auditors
J.H. COHN LLP
Lawrenceville, NJ
General Counsel
Dillon, Bitar & Luther, L.L.C.
Morristown, NJ
Transfer Agent and Registrar
American Stock Transfer and Trust Company
10150 Mallard Creek Drive
Suite 307
Charlotte, NC 28262
Stock Listing
Dataram's common stock is listed on
the NASDAQ with the trading symbol DRAM.
Annual Meeting
The annual meeting of shareholders
will be held on Thursday, September 25,
2008, at 2:00 p.m. at Dataram's
corporate headquarters at:
186 Princeton Road (Route 571)
West Windsor, NJ 08550
Form 10-K
A copy of the Company's Annual Report
on Form 10-K filed with the Securities
& Exchange Commission is available
without charge to shareholders.
Address requests to:
Vice President, Finance
Dataram Corporation
186 Princeton Road (Route 571)
West Windsor, NJ 08550
Corporate Headquarters
Dataram Corporation
186 Princeton Road (Route 571)
West Windsor, NJ 08550
Toll Free: 800-DATARAM
Phone: 609-799-0071
Fax: 609-799-6734
www.dataram.com
End of Document