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 October 31, 2008
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 definitions of
"accelerated filer and large accelerated filer" in Rule 12b of the Exchange
Act. (Check One):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
Smaller reporting company [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 latest practicable date. Common Stock
($1.00 par value): As of December 5, 2008, there were 8,869,184 shares
outstanding.
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Dataram Corporation and Subsidiaries
Consolidated Balance Sheets
October 31, 2008 and April 30, 2008
October 31, 2008 April 30, 2008
(Unaudited) (Note 1)
Assets
Current Assets:
Cash and cash equivalents $ 16,020,899 $ 17,641,690
Accounts receivable, less allowance
for doubtful accounts and sales returns
of $270,000 at October 31, 2008 and
$250,000 at April 30, 2008 3,510,004 4,047,317
Inventories 1,970,311 1,977,393
Deferred income taxes 203,866 1,100,866
Other current assets 372,156 98,051
__________ __________
Total current assets 22,077,236 24,865,317
Deferred income taxes 1,909,450 480,450
Property and equipment, at cost:
Machinery and equipment 11,405,699 11,074,596
Leasehold improvements 2,103,688 2,103,688
__________ __________
13,509,387 13,178,284
Less: accumulated depreciation
and amortization 12,652,323 12,492,558
__________ __________
Net property and equipment 857,064 685,726
Other assets 135,093 78,771
__________ __________
$ 24,978,843 $ 26,110,264
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,285,029 $ 1,789,105
Accrued liabilities 696,311 701,862
__________ __________
Total current liabilities 1,981,340 2,490,967
Stockholders' Equity:
Common stock, par value $1.00 per share.
Authorized 54,000,000 shares; issued and
outstanding 8,869,184 at October 31, 2008
and April 30, 2008 8,869,184 8,869,184
Additional paid-in capital 6,784,374 6,407,500
Retained earnings 7,343,945 8,342,613
__________ __________
Total stockholders' equity 22,997,503 23,619,297
__________ __________
$ 24,978,843 $ 26,110,264
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Operations
Three and Six Months Ended October 31, 2008 and 2007
(Unaudited)
2008 2007
2nd Quarter Six Months 2nd Quarter Six Months
Revenues $ 7,059,080 $ 14,622,156 $ 8,556,038 $ 17,172,925
Costs and expenses:
Cost of sales 4,660,188 9,595,593 5,313,697 10,893,039
Engineering 302,357 634,213 285,643 587,081
Research and development 253,971 466,350 0 0
Selling, general and administrative 2,500,068 5,683,132 2,285,578 4,600,247
__________ __________ __________ __________
7,716,584 16,379,288 7,884,918 16,080,367
Earnings (loss) from operations (657,504) (1,757,132) 671,120 1,092,558
Other income
Interest income, net 79,310 190,008 201,116 402,487
Currency gain (loss) (62,917) (62,632) 27,614 45,448
Other income (expense), net 0 (1,912) 0 0
__________ __________ __________ __________
Total other income 16,393 125,464 228,730 447,935
Earnings (loss) before income taxes (641,111) (1,631,668) 899,850 1,540,493
Income tax expense (benefit) (248,000) (633,000) 331,000 566,000
__________ __________ __________ __________
Net earnings (loss) $ (393,111) $ (998,668) $ 568,850 $ 974,493
========== ========== ========== ==========
Net earnings (loss) per share of common stock
Basic $ (.04) $ (.11) $ .06 $ .11
========== ========== ========== ==========
Diluted $ (.04) $ (.11) $ .06 $ .11
========== ========== ========== ==========
Dividends per common share $ .00 $ .00 $ .06 $ .12
========== ========== ========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Six Months Ended October 31, 2008 and 2007
(Unaudited)
2008 2007
Cash flows from operating activities:
Net earnings (loss) $ (998,668) $ 974,493
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 167,000 192,000
Bad debt expense 157,027 36,125
Stock-based compensation expense 255,574 165,988
Other stock option expense 121,300 0
Loss on sale of property and equipment 1,912 707
Deferred income tax expense(benefit) (532,000) 416,000
Excess tax benefits from sale of
common shares under stock option plan 0 (74,000)
Changes in assets and liabilities:
Decrease in accounts receivable 380,286 304,605
Decrease in inventories 7,082 378,567
Increase in other current assets (274,105) (198,138)
Decrease (increase) in other assets (56,322) 26,217
Decrease in accounts payable (504,076) (277,777)
Decrease in accrued liabilities (5,551) (205,881)
__________ __________
Net cash provided by (used in)
operating activities (1,280,541) 1,738,906
__________ __________
Cash flows from investing activities:
Collection of note receivable 0 1,537,500
Additions to property and equipment (340,750) (22,742)
Proceeds from sale of property and equipment 500 21,333
___________ __________
Net cash provided by (used in)
investing activities (340,250) 1,536,091
___________ __________
Cash flows from financing activities:
Net proceeds from sale of common shares under
stock option plan 0 488,629
Excess tax benefits from sale of common
shares under stock option plan 0 74,000
Dividends paid 0 (1,049,486)
___________ __________
Net cash used in financing activities 0 (486,857)
___________ __________
Net increase (decrease) in cash and
cash equivalents (1,620,791) 2,788,140
Cash and cash equivalents at
beginning of period 17,641,690 14,138,223
__________ __________
Cash and cash equivalents at
end of period $ 16,020,899 $ 16,926,363
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 3,194 $ 3,194
========== ==========
Income taxes $ 0 $ 114,000
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Notes to Consolidated Financial Statements
October 31, 2008 and 2007
(Unaudited)
(1) Basis of Presentation
The information for the three and six months ended October 31, 2008 and 2007
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, 2008 included in the Company's 2008 Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The April 30, 2008
balance sheet has been derived from these statements.
(2) Summary of Significant Accounting Policies
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.
Net Earnings (Loss) Per Share
Net earnings (loss) per share is presented in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". Basic
net earnings (loss) per share is computed by dividing the net earnings
(loss) by the weighted average number of shares of common stock issued and
outstanding during the period. The calculation of diluted loss per share
for the three and six months ended October 31, 2008, includes only the
weighted average number of common stock outstanding. The denominator excludes
the dilutive effect of stock options outstanding as their effect would be
anti-dilutive. For purposes of calculating basic earnings per share for the
three and six months ended October 31, 2007, the denominator includes both
the weighted average number of shares of common stock plus the dilutive
effect of stock options outstanding.
The following presents a reconciliation of the numerator and denominator
used in computing basic and diluted net earnings (loss) per share for fiscal
2009 and 2008:
Three Months ended October 31, 2008
Loss Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net loss per share
- -net loss and weighted
average common shares
outstanding $ (393,111) 8,869,184 $ (.04)
Effect of dilutive securities
- -stock options - - -
________ _________ ______
Diluted net loss per share
- -net loss, weighted
average common shares
outstanding and effect of
stock options $ (393,111) 8,869,184 $ (.04)
======== ========= ======
Three Months ended October 31, 2007
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $ 568,850 8,824,782 $ .06
Effect of dilutive securities
- -stock options - 40,710 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $ 568,850 8,865,492 $ .06
======== ========= ======
Diluted net loss per share does not include the effect of all options to
purchase shares of common stock for the three months ended October 31, 2008
because they are anti-dilutive.
Diluted net earnings per share does not include the effect of options to
purchase 775,366 shares of common stock for the three months ended
October 31, 2007 because they are anti-dilutive.
Six Months ended October 31, 2008
Loss Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net loss per share
- -net loss and weighted
average common shares
outstanding $ (998,668) 8,869,184 $ (.11)
Effect of dilutive securities
- -stock options - - -
_______ _________ ______
Diluted net loss per share
- -net loss, weighted
average common shares
outstanding and effect of
stock options $ (998,668) 8,869,184 $ (.11)
======== ========= ======
Six Months ended October 31, 2007
Earnings Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net earnings per share
- -net earnings and weighted
average common shares
outstanding $ 974,493 8,781,443 $ .11
Effect of dilutive securities
- -stock options - 68,943 -
_______ _________ ______
Diluted net earnings per share
- -net earnings, weighted
average common shares
outstanding and effect of
stock options $ 974,493 8,850,386 $ .11
======== ========= ======
Diluted net loss per share does not include the effect of all options to
purchase shares of common stock for the six months ended October 31, 2008
because they are anti-dilutive.
Diluted net earnings per share does not include the effect of options to
purchase 776,996 shares of common stock for the six months ended
October 31, 2007 because they are anti-dilutive.
Dividends
No cash dividends were paid in the three and six months ended October 31,
2008. Cash dividends paid in the three and six months ended October 31, 2007
were $527,399 and $1,049,486, respectively.
Common Stock Repurchases
On December 4, 2002 the Company's Board of Directors authorized a stock
repurchase plan pursuant to which the Company was authorized to repurchase a
total of 500,000 shares of its common stock. For fiscal 2009 and fiscal 2008
six months ended October 31, 2008 and 2007, the Company did not repurchase
any shares of its common stock. As of October 31, 2008, 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.
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, 2007 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 has been based on the grant date fair
value estimated in accordance with the provisions of SFAS 123R.
As a result of adopting SFAS 123R, the Company's loss before taxes and net
loss for fiscal 2009's three and six months ended October 31, 2008 are
higher by approximately $130,000 and $79,000, and $256,000 and $155,000,
respectively than if we had continued to account for stock-based
compensation under APB 25. Fiscal 2008's three and six months earnings
before taxes and net earnings were approximately $73,000 and $47,000 lower,
and $166,000 and $106,000 lower, respectively, than if the Company had
continued to account for stock-based compensation under APB 25. Fiscal 2009's
and fiscal 2008's stock-based compensation expense was recognized in the
selling, general and administrative expense 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. Stock-based compensation expense is amortized over the
applicable vesting period of the stock option grants, 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 $256,000 has
been reflected in additional paid-in capital in the accompanying balance
sheet as of October 31, 2008.
A summary of option activity under the plans for the six months ended
October 31, 2008 is as follows:
Weighted average Weighted average Aggregate
exercise price remaining contractual intrinsic
Shares life value(1)
__________ ________________ _____________________ __________
Balance
April 30, 2008 899,000 $5.69 3.64 $ 26,000
Granted(2) 368,000 $2.65 8.98 -
Exercised - - - -
Expired - - - -
Balance
October 31, 2008 1,267,000 $3.94 4.69 -
Exercisable
October 31, 2008 869,000 $4.45 2.78 -
Expected to vest
October 31, 2008 1,247,000 $3.96 4.62 -
(1)These amounts represent the difference between the exercise price and
$1.28, the closing price of Dataram common stock on October 31, 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.
(2) The fair value of the stock options granted during the current fiscal
year ranges between $1.60 and $2.99 and was estimated on the date of
grant using the Black-Scholes option pricing model with the following
assumptions: expected life ranges between 5 and 10 years; expected
volatility of 110%; expected forfeiture rate of 5%; and a risk-free
interest rate of 4.0%.
Total cash received from the exercise of options in the fiscal 2009's
first six months ended October 31, 2008 was nil. As of October 31, 2008,
there was $767,000 of total unrecognized compensation cost related to
stock options. These costs are expected to be recognized over a weighted
average period of approximately eight and one-half years. At October 31,
2008, an aggregate of 783,902 shares were authorized for future grant
under the Company's stock option plans.
b. Other Stock Option Expense
During fiscal 2009's first quarter, the Company granted options to purchase
50,000 shares of the Company's common stock to a privately held company in
exchange for certain patents and other intellectual property. The options
granted are exercisable at a price representing the fair value at the date
of grant, are 100% exercisable on the date of grant and expire ten years
after date of grant. The calculated fair value of these options is
approximately $121,000 and was determined 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 zero, a calculated
volatility factor of 110% and risk-free interest rate of 4.0%. Such
calculated fair value has been charged in its entirety to the research and
development expense line item in the accompanying consolidated statement of
operations for this grant as of October 31, 2008. These stock option grants
have been classified as equity instruments, and as such, a corresponding
increase of $121,000 has been reflected in additional paid-in capital in the
accompanying balance sheet as of October 31, 2008.
(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) Accounts Receivable
Accounts receivable consists of the following categories:
October 31, 2008 April 30, 2008
________________ ______________
Trade receivables $ 3,656,000 $ 4,173,000
VAT receivable 124,000 124,000
Allowance for doubtful accounts
and sales returns (270,000) (250,000)
________________ ______________
$ 3,510,000 $ 4,047,000
================ ==============
(4) Inventories
Inventories are valued at the lower of cost or market, with costs determined
by the first-in, first-out method. Inventories at October 31, 2008 and
April 30, 2008 consist of the following categories:
October 31, 2008 April 30, 2008
________________ ______________
Raw materials $ 1,363,000 $ 1,379,000
Work in process 7,000 65,000
Finished goods 600,000 533,000
________________ ______________
$ 1,970,000 $ 1,977,000
================ ==============
(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, 2008 and 2007 by geographic
region are as follows:
Three months ended Six months ended
October 31, 2008 October 31, 2008
________________ ________________
United States $ 5,581,000 $ 11,155,000
Europe 1,074,000 2,521,000
Other (principally Asia Pacific Region) 404,000 946,000
________________ ________________
Consolidated $ 7,059,000 $ 14,622,000
================ ================
Three months ended Six months ended
October 31, 2007 October 31, 2007
________________ ________________
United States $ 5,850,000 $ 12,239,000
Europe 1,970,000 3,492,000
Other (principally Asia Pacific Region) 736,000 1,442,000
________________ ________________
Consolidated $ 8,556,000 $ 17,173,000
================ ================
Long-lived assets consist of property and equipment. Long-lived assets and
total assets by geographic region as of October 31, 2008 are as follows:
October 31, 2008
Long-lived assets Total assets
_________________ ______________
United States $ 857,000 $ 24,869,000
Europe 0 107,000
Other 0 3,000
_________________ ______________
Consolidated $ 857,000 $ 24,979,000
================= ==============
(6) Significant New Accounting Pronouncements
Recently Adopted Accounting Pronouncements
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 was effective for the Company beginning May 1, 2008.
The Company has reviewed the provisions of SFAS No. 159, and has determined
that as of October 31, 2008 that the provisions of SFAS No. 159 do not apply
to any of the Company's assets or liabilities. In the event that the Company
acquires any future assets or liabilities which would be subject to the
provisions of SFAS No. 159, the Company will make an election relative to
those assets or liabilities at the time of acquisition.
Recent Accounting Pronouncements Not Yet Adopted
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.
(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.
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 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 DRAM chips.
Liquidity and Capital Resources
The Company's cash and working capital position remain strong. As of
October 31, 2008, cash and cash equivalents amounted to $16.0 million and
working capital amounted to $20.1 million, reflecting a current ratio of
11.1, compared to cash and cash equivalents of $17.6 million and working
capital of $22.4 million and a current ratio of 10.0 as of April 30, 2008.
During the first six months of fiscal year 2009, net cash used in operating
activities totaled approximately $1,281,000. Net loss in the six month period
was approximately $999,000. Deferred income taxes increased by $532,000 and
accounts payable decreased by $504,000. Other current assets increased by
$274,000 primarily due to the prepayment of annual insurance premiums. Cash
used in operating activities was partially offset by a decrease in accounts
receivable of $380,000 and by depreciation expense recorded in the quarter
of $167,000. Non-cash stock-based expense of approximately $377,000 was also
recorded in the quarter.
Net cash used in investing activities totaled approximately $341,000 for the
six months ended October 31, 2008. This was primarily the result of fixed
asset additions. The bulk of these additions were for test equipment used in
the Company's manufacturing process.
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 credit facility has
been extended to September 15, 2009. 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 cash flows generated from operations
will be sufficient to meet short-term liquidity needs. 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, 2008
are as follows:
Operating leases
Year ending April 30: ________________
2009 $ 411,000
2010 418,000
2011 371,000
2012 34,000
Thereafter 0
_______________
Total minimum lease payments $ 1,234,000
==============
The Company has no other material commitments.
Results of Operations
Revenues for the three-month period ended October 31, 2008 were $7,059,000
compared to revenues of $8,556,000 for the comparable prior year period, a
decrease of approximately 18%. Fiscal 2009 six-month revenues totaled
$14,622,000 versus six-month revenues of $17,173,000 in the prior year, a
decrease of approximately 15%. As previously stated, the Company's selling
prices are significantly dependent on the pricing and availability of DRAM
hips. The Company's products utilize DRAMs of varying capacities,
organizations and package types. The changes in the purchase cost of
specific DRAMs over time are not necessarily uniform or even move in the
same direction. In fiscal 2008, the Company's purchase cost of the primary
DRAMs used in its products declined by over 60 percent. This resulted in a
larger than anticipated reduction in selling prices as the Company passed
these cost savings through to its customers. Consequently, the Company's
selling prices for similar products when compared on a year over year basis
were lower than expected. During the first six months of the current fiscal
year, that selling price pressure has lessened.
Revenues for the three and six month periods ended October 31, 2008 and 2007
by geographic region are as follows:
Three months ended Six months ended
October 31, 2008 October 31, 2008
________________ ________________
United States $ 5,581,000 $ 11,155,000
Europe 1,074,000 2,521,000
Other (principally Asia Pacific Region) 404,000 946,000
________________ ________________
Consolidated $ 7,059,000 $ 14,622,000
================ ================
Three months ended Six months ended
October 31, 2007 October 31, 2007
________________ ________________
United States $ 5,850,000 $ 12,239,000
Europe 1,970,000 3,492,000
Other (principally Asia Pacific Region) 736,000 1,442,000
________________ ________________
Consolidated $ 8,556,000 $ 17,173,000
================ ================
Cost of sales for the second quarter and six months were 66% of revenues,
versus 62% and 63% for the same respective prior year periods. Fluctuations
in cost of sales as a percentage of revenues 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. Cost of sales in the second quarter and six months were
$4,660,000 and $9,596,000, respectively, compared to $5,314,000 and
$10,893,000 in the prior year comparable periods.
Engineering expense in fiscal 2009's second quarter and six months were
$302,000 and $634,000, respectively, versus $286,000 and $587,000 for the
same respective prior year periods. Engineering expense excludes expenses
incurred for research and development into new product areas.
Research and development expense in fiscal 2009's second quarter and six
months were $254,000 and $456,000, respectively, versus nil in the same
prior year periods. In the current fiscal year, the Company has implemented
a strategy to introduce new and complementary products into its offerings
portfolio. The Company is currently focusing on the development of certain
high performance storage products. Of the total research and development
expense incurred in this fiscal year, approximately $121,000 represented a
non-cash expense for the fair value of stock options issued to a privately
held company to acquire certain patents and other intellectual property.
These patents and other intellectual property were deemed to have no
alternative future use when acquired and we had an uncertainty in receiving
future economic benefits from them. We expect to make further investments
in this area.
Selling, general and administrative (S,G&A) expense in fiscal 2009's second
quarter and six months increased by $214,000 and $1,083,000 respectively,
from the comparable prior year periods. The current fiscal year's six months
expense includes a charge of approximately $716,000 related to a retirement
agreement entered into with the Company's former chief executive officer. Of
this amount, approximately $660,000 relates to payments defined in the
agreement and the balance consists primarily of legal fees incurred by the
Company associated with this matter. Current fiscal year S,G&A expense
includes a $138,000 charge as a result of one of the Company's foreign
customers entering receivership. Additionally, the Company has charged S,G&A
expense and increased its reserve for doubtful accounts by $50,000 in the
second quarter of the current fiscal year. Management concluded that the
increase in the reserve was warranted given the inherent increase in risk
level of carrying accounts receivable, generally due to the recent, well
publicized increase in economic uncertainty. Stock-based compensation
expense is recorded as a component of S,G&A expense and totaled $130,000
and $256,000, respectively, in the second quarter and six months, compared
to $73,000 and $166,000 in the comparable prior year periods.
Other income, net for the second quarter and six months totaled $16,000 and
$125,000, respectively, for fiscal 2009 and $229,000 and $448,000, for the
same respective periods in fiscal 2008. Other income in fiscal 2009's second
quarter consisted primarily of $79,000 of net interest income received.
Additionally, other income included $63,000 of foreign currency loss,
primarily as a result of the EURO weakening relative to the US dollar.
Fiscal 2009's six months other income consisted primarily of $188,000 of
net interest income received and $63,000 of foreign currency loss, primarily
as a result of the EURO weakening relative to the US dollar. Other income in
fiscal 2008's second quarter consisted primarily of $201,000 of net interest
income. Additionally, there was $28,000 of foreign currency gain, primarily
as a result of the EURO strengthening relative to the US dollar. Other
income in fiscal 2008's six months consisted primarily of $402,000 of net
interest income. Additionally, there was $45,000 of foreign currency gain,
primarily as a result of the EURO strengthening relative to the US dollar.
Income tax expense (benefit) for the second quarter and six months of fiscal
2009 was a benefit of $248,000 and $633,000 respectively, verses expense of
$331,000 and $566,000 for the same prior year periods. The Company's
effective tax rate for financial reporting purposes in fiscal 2009 is
approximately 38.8%. However, the Company has federal NOL carry-forwards
totaling approximately $1.5 million and therefore will continue to make cash
payments for income taxes at an approximate rate of 8.0% 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, 2008, 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 adopted the guidance in SFAS 123(R) effective May 1, 2006. As
such, the accompanying consolidated statement of operations for fiscal
2009's second quarter and six months ended October 31, 2008 includes
approximately $130,000 and $256,000, of compensation expense, respectively,
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 approximately, $256,000 has been
reflected in additional paid-in capital in the accompanying consolidated
balance sheet as of October 31, 2008. Fiscal 2008's second quarter and six
months ended October 31, 2007 includes approximately $73,000 and $166,000 of
compensation expense, respectively in the selling, general and
administrative expense line and as such, a corresponding increase of
approximately, $166,000 has been reflected in additional paid-in capital in
the accompanying consolidated balance sheet as of October 31, 2007. 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.
Research and Development Expense - All research and development costs are
expensed as incurred, including Company-sponsored research and development
and costs of patents and other intellectual property that have no
alternative future use when acquired and in which we had an uncertainty in
receiving future economic benefits.
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, money
market accounts 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. 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.
ITEM 4T. 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. There were no changes in our internal control over
financial reporting during the quarter ended October 31, 2008 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
None.
Item 1A. RISK FACTORS.
No material changes from Annual Report on Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
No reportable event.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
No reportable event.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 25, 2008, Dataram held its Annual Meeting of Shareholders.
At that meeting, the Shareholders elected Directors for an annual term and
ratified the selection of the Company's Independent Registered Public
Accounting Firm. The results of that voting are as follows:
1. Election of Directors. The votes were received as follows:
BROKERS'
FOR WITHHELD NONVOTES
John H. Freeman 6,687,671 378,344 0
Roger C. Cady 6,680,935 385,080 0
Thomas A. Majewski 6,676,763 389,252 0
Rose Ann Giordano 6,689,751 376,264 0
2. Ratification of Independent Registered Public Accounting Firm:
BROKERS'
FOR AGAINST ABSTAIN NONVOTES
6,918,420 60,520 87,073 0
Item 5. OTHER INFORMATION.
No reportable event.
Item 6. EXHIBITS.
Exhibit No. Description
__________ ___________
31(a) Rule 13a-14(a) Certification of John H. Freeman
31(b) Rule 13a-14(a) Certification of Mark E. Maddocks.
32(a) Section 1350 Certification of John H. Freeman (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 9, 2008 By: /s/ Mark E. Maddocks
_______________________
Mark E. Maddocks
Vice President, Finance
(Principal Financial Officer)
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