[DATARAM LOGO]
DATARAM CORPORATION
2009 ANNUAL REPORT
Table of Contents
1 President's Letter
2 Management's Discussion and Analysis
of Financial Condition and Results
of Operations
7 Financial Review
20 Selected Financial Data
[PICTURE OF JOHN FREEMAN]
President's Letter
To Our Shareholders:
The steady decline in global economic conditions has presented increasing
challenges and an unsettled business environment. Customers have reduced or
deferred capital spending. Consumer confidence and spending have dropped.
These factors and others have negatively impacted Dataram's business in 2009
while also presenting opportunities which would not have been available in a
different economy. As a result, we have adapted our plans and revised our
implementation to take advantage of these changing times.
The Board of Directors and I outlined and finalized a growth and
diversification strategy for Dataram one year ago. The foundation of this
strategy was to:
- add new and complementary products to our offerings portfolio
- increase internal investment in new product development
- acquire and license intellectual property
- return our traditional memory solutions business to a growth business
Although we had to modify our plans in response to the global economic
downturn, we have still made significant progress toward improving the
Company and positioning it for growth as the economy begins to turn.
This has required significant changes and increased investments in
research, development, manufacturing, sales and support. I would now like
to report on our achievements and our plans for the future.
During Fiscal 2009, we have made changes to improve our business position
and results. Some of the key changes include:
Five of the seven top executives are new to Dataram this year. They
bring new leadership and skills to sales, marketing, product
development and manufacturing. Each of our new executives has a strong
entrepreneurial spirit and has managed highly successful businesses in
their previous positions. Our sales and marketing executives have
extensive management experience with two of the world's largest and
most successful computer companies. We have made these changes while
retaining two highly skilled executives who have been responsible for
Dataram's long history of high quality engineering, manufacturing,
procurement and finance.
We have a new go to market strategy for our memory solutions business.
This expands our traditional direct sales model by adding partners and
e-sales. We have Alliance Partners for corporations, Reseller and
Distributor Partners, Government Partners and Individual Partners.
Our direct sales team works closely with our inside sales team and
focuses exclusively on major accounts in the Government, Finance,
Oil & Gas and Pharmaceutical industries. Our Government industry
initiative is new to Dataram this year. We have partnership agreements
with key Government contractors and resellers and are positioned for
success in 2010. Major clients' needs in other industries are addressed
by our direct geographic sales team.
We have created and published a new corporate website incorporating new
features, functions, content and branding which reflects our
revitalized corporate strategy. These improvements have made a
favorable and measurable impact on how customers, investors, business
partners and employees view our company. The new interactive e-commerce
capabilities have already generated business leads and sales in just a
few short months. Our website now represents a viable and important
instrument to enhance Dataram's market position and our ability to
compete.
A by-product of the numerous marketing initiatives we have deployed is
increased and more favorable market awareness. One measure of this is
the more active monitoring and responses we receive to our press
releases by analysts and investors.
On March 31, 2009, we acquired certain assets of Micro Memory Bank,
Inc., a prominent memory module company offering legacy to advanced
solutions in laptop, desktop and server memory products. This
acquisition positions the Company to offer our customers a more
comprehensive product line and supports our strategy to grow our memory
solutions business as well as expand our routes to market through
e-tail and web stores.
The development of our new storage product line continues to progress.
In Fiscal 2009 we invested approximately $1.5 million in this new
business. Our storage products are in beta test at multiple customer
sites, consistently delivering very significant performance benefits
and cost savings. We are continuing to make investments in our storage
products and are preparing for a formal launch later this calendar
year.
In Fiscal 2009 Dataram introduced its first software product, the
Dataram RAMDisk. In tandem with our storage systems product lines, we
are continuing to develop stand-alone software to support both our
memory business and our storage business.
We have responded to the current economic conditions by increasing our
operational efficiencies and reducing our cost structure.
In fiscal 2010, our task is to fully implement the strategies and
initiatives we began in 2009. We have new products, routes to market and
executives. Each is making a contribution toward returning Dataram to a
growth business.
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.
July 10, 2009
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 two manufacturing
facilities 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.
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, 2009 2008 2007
_________________________________________________________________
Revenues 100.0% 100.0% 100.0%
Cost of sales 67.4 61.6 76.6
_____ _____ _____
Gross profit 32.6 38.4 23.4
Engineering 4.7 4.1 3.2
Research and development 5.9 0 0
Selling, general and administrative 42.7 28.6 25.0
_____ _____ _____
Earnings (loss) from operations (20.7) 5.7 (4.8)
Other income, net 0.9 2.8 8.0
_____ _____ _____
Earnings (loss) before income
tax expense (19.8) 8.5 3.2
Income tax expense (benefit) (7.7) 3.3 1.2
_____ _____ _____
Net earnings (loss) (12.1) 5.2 2.0
===== ===== =====
Fiscal 2009 Compared With Fiscal 2008
Revenues for fiscal 2009 were $25.9 million compared to $30.9 million in
fiscal 2008. There has been a softening in demand due to the weakening
economy. Many of our customers have curtailed or temporarily suspended their
capital spending while they adapt their business plans to the current
environment. In response to these conditions, the Company instituted a
reduction in workforce in the fourth quarter of fiscal 2009. Additionally,
the Company has increased its allowance for doubtful accounts since, in
management's opinion, there is increasingly higher risk inherent in carrying
accounts receivable in the current economic environment. Also, as previously
stated, 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 44
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, 2009 and 2008 by geographic
region were:
Year ended Year ended
April 30, 2009 April 30, 2008
________________ ________________
United States $ 19,088,000 $ 22,270,000
Europe 4,793,000 5,875,000
Other (principally Asia Pacific Region) 2,016,000 2,748,000
________________ ________________
Consolidated $ 25,897,000 $ 30,893,000
================ ================
Cost of sales was $17.4 million in fiscal 2009 or 67.4 percent of revenues
compared to $19.0 million or 61.6 percent of revenues in fiscal 2008.
Fluctuations in cost of sales as a percentage of revenues are not unusual
and can result from many factors, some of which are a rapid change in the
price of DRAMs, or a change in product mix possibly resulting from a large
order or series of orders for a particular product or a change in customer
mix.
Engineering expenses in fiscal 2009 were $1.2 million, versus $1.3 million
in fiscal 2008.
Research and development expenses in fiscal 2009 were $1.5 million, versus
nil in fiscal 2008. 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. As part of that strategy, in
January 2009, the Company entered into a software purchase and license
agreement with another company whereby the Company has the exclusive right
to purchase specified software for a price of $900,000 plus a contingent
payment of $100,000. Research and development expense includes $300,000 of
expense related to the initial payment for the software purchase and license.
The storage product, which incorporates the software, is currently under
development and is not deemed saleable at the present time. Additionally,
approximately $121,000 of research and development expense recorded in this
year's fiscal first quarter 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.
Selling, general and administrative(S,G&A)expenses were $11.1 million in
fiscal 2009 versus $8.8 million in fiscal 2008. S,G&A expense in fiscal 2009
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. Fiscal 2009 expense also includes
$418,000 of severance for terminated employees and a $138,000 charge as
a result of one of the Company's foreign customers entering receivership.
Additionally, the Company charged S,G&A expense to increase its allowance
for doubtful accounts by $50,000. Management concluded that the increase in
the reserve was warranted given the inherent increase in risk level of
carrying accounts receivable, due to the recent, well-publicized increase in
economic uncertainty. Fiscal 2009 S,G&A expense includes approximately
$161,000 associated with the operations of an acquired business (See Note 2
in the Notes to Consolidated Financial Statements). The remaining increase
in S,G&A expense is primarily attributable to planned increases in the
Company's sales and marketing infrastructure which occurred prior to the
current economic downturn. Subsequently, in the fourth quarter of fiscal
2009, the Company took actions to reduce its S,G&A expenses in response to
the changed economic environment. Stock-based compensation expense is
recorded as a component of S,G&A expense and totaled $533,000 in fiscal
2009 versus $297,000 in fiscal 2008.
2
Other income, net for fiscal year 2009 totaled $223,000 versus $868,000 in
fiscal 2008. Other income in fiscal 2009 includes $294,000 of net interest
income. Additionally, other income includes $68,000 of foreign currency
transaction losses, primarily as a result of the EURO weakening against the
US dollar. Other income in Fiscal 2008 includes $748,000 of net interest
income and $120,000 of foreign currency transaction gains, primarily as a
result of the EURO strengthening relative to the US dollar.
Income tax expense (benefit) for fiscal 2009 was a benefit of $2.0 million
versus $1.0 million of tax expense in fiscal 2008. The Company's effective
tax rate for financial reporting purposes in fiscal 2009 was approximately
39%. The Company has Federal and State net operating loss (NOL)
carryforwards of approximately $5,578,000 and $3,981,000, respectively.
These can be used to offset future taxable income and expire between 2023
and 2029 for Federal tax purposes and 2016 and 2029 for State tax purposes.
In April 2009, 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 carry-forwards.
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 came primarily from decreased selling
prices. In fiscal 2008, 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.
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 fiscal year 2007.
Engineering expenses were $1.3 million in fiscal 2008 versus $1.2 million in
fiscal 2007.
Selling, general and administrative expenses 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.
Other income, net for fiscal year 2008 totaled $868,000 versus $3.1 million
in fiscal 2007. Other income in fiscal 2008 included $748,000 of net
interest income and $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.
Liquidity and Capital Resources
The Company's cash and working capital position remains strong. Working
capital at the end of fiscal 2009 amounted to $15.5 million, including cash
and cash equivalents of $12.5 million, compared to working capital of
$22.4 million, including cash and cash equivalents of $17.6 million, at the
end of fiscal 2008. Current assets at the end of fiscal 2009 were 6.0 times
current liabilities compared to 10.0 times at the end of fiscal 2008.
Accounts receivable at the end of fiscal 2009 were $3.4 million compared to
fiscal 2008 year-end trade receivables of $4.0 million.
The Company used $3.6 million of cash flows from operating activities
primarily as a result of net losses of $3.1 million. Other uses of operating
cash flows included a deferred income taxes increase of $2.0 million, an
accounts payable decrease of $594,000 and an inventories increase of
$223,000. Cash used in operating activities was partially offset by a
$940,000 decrease in accounts receivable, which was primarily the result
of reduced revenues. Also, depreciation and amortization expense of
$456,000, non-cash stock-based compensation expense of $533,000 and other
non-cash stock option expense of $121,000 offset the cash used in operating
activities. Other net changes in assets and liabilities increased cash flows
from operating activities by $421,000.
Cash used in investing activities totaled approximately $1.5 million and
consisted of the acquisition of a business, more fully described below,
totaling approximately $912,000 and additions of property and equipment
totaling approximately $617,000.
Capital expenditures were $617,000 in fiscal 2009 compared to $235,000 in
fiscal 2008. Fiscal 2010 capital expenditures are expected to total
approximately $650,000. At the end of fiscal 2009, 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, 2009, the total number of shares authorized for
purchase under the program is 172,196 shares. In fiscal 2009 and 2008, the
Company did not repurchase any shares of its common stock.
On June 21, 2004, the Company entered into a credit facility with a bank,
which provided for up to a $5 million revolving credit line. The Company was
required to pay a fee equal to one-eighth of one percent per annum on the
unused commitment. There have been no borrowings against the credit line. On
February 23, 2009, the Company canceled this agreement.
3
On March 31, 2009, the Company acquired certain assets of Micro Memory
Bank, Inc. (MMB), a privately held corporation. MMB is a manufacturer of
legacy to advanced solutions in laptop, desktop and server memory products.
The acquisition expands the Company's memory product offerings and routes to
market. The Company purchased the assets from MMB for total consideration of
approximately $2,253,000, of which approximately $912,000 was paid in cash.
The Company also assumed certain accounts payable totaling approximately
$190,000 and certain accrued liabilities totaling approximately $122,000.
Under the terms of the agreement with MMB, the remaining portion of the
purchase price is contingently payable based upon the performance of the new
Dataram business unit to be operated as a result of the acquisition (the
Unit) and consists of a percentage, averaging 65%, payable quarterly, over
the next four years of earnings before interest, taxes, depreciation and
amortization of the Unit. At April 30, 2009 the estimated remaining purchase
price to be paid under the agreement is $1,029,000. The net assets acquired
by the Company were recorded at their respective fair values under the
purchase method of accounting in accordance with the provisions of
SFAS No. 141. The results of operations of MMB for the period from the
acquisition date, March 31, 2009, through April 30, 2009 have been included
in the consolidated results of operations of the Company.
Management believes that the Company's existing cash resources will be
sufficient to meet short-term liquidity needs. Management further believes
that its working capital is adequate to finance the Company's long-term
operating needs and future capital requirements.
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, 2009
are as follows:
Operating leases
Year ending April 30: ________________
2010 $ 533,000
2011 387,000
2012 34,000
Thereafter 0
$ 954,000
===========
Purchases
At April 30, 2009, the Company had open purchase orders outstanding
totaling $1.1 million primarily for inventory items to be delivered in
the first quarter of fiscal 2010. These purchase orders are cancelable.
Recently Adopted Accounting Pronouncements
In February 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities" (SFAS 159). SFAS 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 159 was effective for the Company beginning May 1, 2008. The
Company has reviewed the provisions of SFAS 159, and has determined that as
of April 30, 2009 the provisions of SFAS 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 159, the Company will make an election relative to those assets or
liabilities at the time of acquisition.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133"
(SFAS 161), which requires additional disclosures about the objectives of
the derivative instruments and hedging activities, the method of accounting
for such instruments under SFAS Statement 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 161 was effective for us beginning
February 1, 2009. The Company does not own any derivative instruments nor
does it participate in hedging activity.
Recent Accounting Pronouncements Not Yet Adopted
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations"
(SFAS 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 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 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 160 is effective for us beginning May 1, 2009 and will apply
prospectively, except for the presentation and disclosure requirements,
which will apply retrospectively. The Company has no minority or
noncontrolling interest as defined in SFAS 160.
In May 2009, the FASB issued SFAS 165, "Subsequent Events." (SFAS 165).
SFAS 165 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. SFAS 165 is effective
for periods ending after June 15, 2009. The adoption of SFAS 165 is not
expected to have a material impact on our consolidated financial statements.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
CodificationTM and the Hierarchy of Generally Accepted Accounting
Principles-a replacement of FASB Statement No. 162" (SFAS 168). SFAS 168
defines the order in which accounting principles generally accepted in the
United States of America should be followed. SFAS 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The adoption of SFAS 168 is not expected to have a
material impact on our consolidated financial statements.
4
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, 2009 includes approximately $533,000 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 amount 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, net of the reversal of the previously
recorded income tax benefit for options which expired during the reporting
period has been reflected in additional paid-in capital in the accompanying
balance sheet as of April 30, 2009. 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 have 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"(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 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.
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 fiscal year ended April 30, 2009 that have
materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
5
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 the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation,
management has concluded that the Company's internal control over financial
reporting was effective as of April 30, 2009. There were no changes in our
internal control over financial reporting during the quarter ended
April 30, 2009 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.
2009 2008
___________________ __________________
High Low High Low
___________________ __________________
First Quarter $ 3.35 $ 2.21 $ 4.60 $ 4.01
Second Quarter 2.50 1.13 4.08 3.05
Third Quarter 1.88 1.08 3.59 2.95
Fourth Quarter 1.40 1.11 3.55 2.82
At April 30, 2009, there were approximately 7,000 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.
6
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
April 30, 2009 and 2008
(In thousands, except share and per share amounts)
2009 2008
______ ______
Assets
Current assets:
Cash and cash equivalents $12,525 $17,642
Accounts receivable, less allowance for
doubtful accounts and sales returns
of $290 in 2009 and $250 in 2008 3,381 4,047
Inventories:
Raw materials 1,345 1,379
Work in process 15 65
Finished goods 841 533
______ ______
2,201 1,977
Deferred income taxes 300 1,101
Other current assets 126 98
______ ______
Total current assets 18,533 24,865
Deferred income taxes 3,282 480
Property and equipment:
Machinery and equipment 11,761 11,075
Leasehold improvements 2,225 2,103
______ ______
13,986 13,178
Less accumulated depreciation
and amortization 12,886 12,492
______ ______
Net property and equipment 1,100 686
Other assets 136 79
Intangible assets, less accumulated
amortization of $55 1,504 -
______ ______
$24,555 $26,110
====== ======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 1,386 $ 1,789
Accrued liabilities 1,689 702
______ ______
Total current liabilities 3,075 2,491
Accrued liabilities 381 -
______ ______
Total liabilities 3,456 2,491
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 2009
and 2008 8,869 8,869
Additional paid-in capital 7,023 6,408
Retained earnings 5,207 8,342
______ ______
Total stockholders' equity 21,099 23,619
______ ______
$24,555 $26,110
====== ======
See accompanying notes to consolidated financial statements.
7
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended April 30, 2009, 2008 and 2007
(In thousands, except per share amounts)
2009 2008 2007
_______ _______ _______
Revenues $ 25,897 $ 30,893 $ 38,404
Costs and expenses:
Cost of sales 17,443 19,016 29,410
Engineering 1,219 1,267 1,243
Research and development 1,531 - -
Selling, general and administrative 11,064 8,837 9,605
_______ _______ _______
31,257 29,120 40,258
_______ _______ _______
Earnings (loss) from operations (5,360) 1,773 (1,854)
Other income (expense):
Interest income 300 754 717
Interest expense (6) (6) (5)
Currency gain (loss) (68) 120 97
Other income (expense) (3) - 2,265
_______ _______ _______
223 868 3,074
_______ _______ _______
Earnings (loss) before income tax
Expense (benefit) (5,137) 2,641 1,220
Income tax expense (benefit) (2,002) 1,033 450
_______ _______ _______
Net earnings (loss) $(3,135) $ 1,608 $ 770
======= ======= =======
Net earnings (loss) per common share:
Basic $ (0.35) $ 0.18 $ 0.09
======= ======= =======
Diluted $ (0.35) $ 0.18 $ 0.09
======= ======= =======
See accompanying notes to consolidated financial statements.
8
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended April 30, 2009, 2008 and 2007
(In thousands)
2009 2008 2007
______ _____ ______
Cash flows from operating activities:
Net earnings (loss) $ (3,135) $ 1,608 $ 770
Adjustments to reconcile net earnings
(loss)to net cash provided by
(used in)operating activities:
Depreciation and amortization 456 312 383
Bad debt expense (recovery) 204 (18) 29
Stock-based compensation expense 533 297 440
Other stock option expense 121 - -
Loss on sale of property
and equipment 2 - -
Deferred income tax expense
(benefit) (2,040) 691 269
Excess tax benefits from sale of
common shares under stock
option plan - (81) (113)
Changes in assets and liabilities
(net of effect of acquisition
of business):
Decrease in accounts receivable 940 688 146
Decrease (increase) in
inventories (223) 144 67
Decrease (increase) in
other current assets (28) 133 (150)
Decrease (increase) in
other assets (41) 26 -
Increase (decrease) in
accounts payable (594) 192 (460)
Increase (decrease) in
accrued liabilities 217 (274) 324
_____ _____ _____
Net cash provided by (used in)
operating activities (3,588) 3,718 1,705
_____ _____ _____
Cash flows from investing activities:
Acquisition of business (912) - -
Collection of note receivable - 1,537 -
Additions to property and
equipment (617) (235) (320)
Proceeds from sale of property and
equipment - 21 -
_____ _____ _____
Net cash provided by (used in)
investing activities (1,529) 1,323 (320)
_____ _____ _____
Cash flows from financing activities:
Proceeds from sale of common shares
under stock option
plan (including tax benefits) - 496 651
Excess tax benefits from sale of
common shares under stock
option plan - 81 113
Dividends paid - (2,114) (2,055)
_____ _____ _____
Net cash used in financing activities - (1,537) (1,291)
_____ _____ _____
Net increase (decrease) in cash
and cash equivalents (5,117) 3,504 94
Cash and cash equivalents at
beginning of year 17,642 14,138 14,044
_____ _____ _____
Cash and cash equivalents at end
of year $ 12,525 $ 17,642 $ 14,138
===== ===== =====
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 6 $ 6 $ 5
===== ===== =====
Income taxes $ 20 $ 134 $ 205
===== ===== =====
See accompanying notes to consolidated financial statements.
9
DATARAM CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
Years ended April 30, 2009, 2008 and 2007
(In thousands, except share amounts)
Total
Additional stock-
Common paid-in Retained holders'
stock capital earnings equity
______ ________ ________ ________
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 (1) - - (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 (2) - - (2,114) (2,114)
______ _______ _______ _______
Balance at April 30, 2008 $ 8,869 $ 6,408 $ 8,342 $23,619
Net loss - - (3,135) (3,135)
Stock-based compensation expense
Net of tax effect of
expired options of $39 - 494 - 494
Other stock option expense - 121 - 121
______ _______ _______ _______
Balance at April 30, 2009 $ 8,869 $ 7,023 $ 5,207 $21,099
====== ====== ====== ======
(1) 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.
(2) 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.
10
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.
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.
Accounts Receivable
Accounts receivable consists of the following categories:
April 30, 2009 April 30, 2008
________________ ______________
Trade receivables $ 3,599 $ 4,173
VAT receivable 72 124
Allowance for doubtful accounts
and sales returns (290) (250)
________________ ______________
$ 3,381 $ 4,047
================ ==============
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 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. In
fiscal 2008, the note was paid in full.
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
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.
Intangible Assets
Intangible assets with determinable lives are amortized using the
straight-line method over their estimated period of benefit, ranging from
two to five years. We evaluate the recoverability of intangible assets
periodically and take into account events or circumstances that warrant
revised estimates of useful lives or that indicate that impairment exists.
All of our intangible assets are subject to amortization. No material
impairments of intangible assets have been identified during any of the
periods presented.
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.
Engineering and Research and Development
The Company expenses engineering costs as incurred. Engineering effort is
directed to the development of new or improved computer memory products as
well as ongoing support for existing products. Research and development
expenses for the fiscal year ended April 30, 2009 include payroll, employee
benefits, stock-based compensation, other headcount-related expenses,
licensing fees and third-party development and programming costs associated
with development of the Company's storage product line. These storage
products are not yet released for sale.
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 109). Under the asset and liability method of SFAS 109,
deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to temporary 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.
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, 2009, amounts due from one customer totaled
approximately 21% of accounts receivable. At April 30, 2008, amounts due
from two customers totaled approximately 26% of accounts receivable.
11
In fiscal 2009, the Company had sales to one customer that accounted for
approximately 17% of revenue. 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.
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, 2009
Loss Shares Per share
(numerator) (denominator) amount
_________ ___________ _________
Basic net loss per share
- -net loss and weighted
average common shares
outstanding $(3,135) 8,869,184 $ (.35)
Effect of dilutive securities
- -stock options - - -
_______ _________ ______
Diluted net loss per share
- -net loss weighted
average common shares
outstanding and effect of
stock options $(3,135) 8,869,184 $ (.35)
======= ========= ======
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
======= ========= ======
Diluted net loss per common share does not include the effect of options
to purchase 1,307,675 shares of common stock for the year ended April 30,
2009 because they are anti-dilutive.
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.
12
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 Other Deductions of Year
_________ _________ _____ __________ ________
Year Ended
April 30, 2009 $ 54 5 25(1) (5) $ 79
Year Ended
April 30, 2008 $ 54 20 - (20) $ 54
Year Ended
April 30, 2007 $ 54 4 - (4) $ 54
(1) Includes a warranty obligation of an acquired business (See Note 2).
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, 2009, the Company has stock-based employee and director
compensation plans, which are described more fully in Note 6. 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 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.
As a result of adopting SFAS 123R, our consolidated statement of operations
for fiscal year ended April 30, 2009 includes $533 of compensation expense.
Compensation expense is recognized in the selling, general and
administrative expenses line item of the accompanying consolidated
statements of operations on a ratable basis over the vesting periods. These
stock option grants have been classified as equity instruments, and as such,
a corresponding increase, net of the reversal of the previously recorded
income tax benefit for options which expired during the reporting period
has been reflected in additional paid-in capital in the accompanying balance
sheet as of April 30, 2009. In fiscal 2008 and fiscal 2007, stock-based
compensation expense totaled $297 and $440, respectively. A corresponding
increase of $297 is reflected in additional paid-in capital in fiscal 2008's
balance sheet. The fair value of each stock option granted is estimated on
the date of grant using the Black-Scholes option pricing model.
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.
A summary of option activity under the plans for the fiscal year ended
April 30, 2009 is as follows:
Weighted Weighted average Aggregate
average remaining intrinsic
Shares exercise price contractual life value(1)
__________ __________ __________ __________
Balance
April 30, 2008 899,000 $5.69 3.64 $ 26
Granted 468,000 $2.36 - -
Exercised - - - -
Expired (109,325) $4.74 - -
Balance
April 30, 2009 1,257,675 $4.53 4.37 $ 4
Exercisable
April 30, 2009 796,175 $5.79 2.40 $ -
(1) These amounts represent the difference between the exercise price and
$1.32, the closing price of Dataram common stock on April 30, 2009 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 2009 was nil.
During fiscal 2009, 116,500 options completed vesting. As of April 30, 2009,
there was $538 of total unrecognized compensation expense related to stock
options. This expense is expected to be recognized over a weighted average
period of approximately one year. At April 30, 2009, an aggregate of 793,227
shares were authorized for future grant under the Company's stock option
plans.
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:
2009 2008 2007
----------- ------- -------
Expected life (years) 5.0 or 10.0 4.0 4.0
Expected volatility 110% 110% 67%
Expected dividend yield - 7.2% 5.1%
Expected forfeiture rate 5.0% 5.0% -
Risk-free interest rate 4.0% 5.0% 5.0%
Weighted average fair value of options
granted during the year $ 2.36 $ 1.81 $ 2.00
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. Expected
forfeiture rate is based on the Company's historical experience. Risk free
interest rate approximates United States government debt rates at the time
of option grants.
13
(2) Acquisition
On March 31, 2009, the Company acquired certain assets of Micro Memory
Bank, Inc. (MMB), a privately held corporation. MMB is a manufacturer of
legacy to advanced solutions in laptop, desktop and server memory products.
The acquisition expands the Company's memory product offerings and routes to
market. The Company purchased the assets from MMB for total consideration
of approximately $2,253 of which approximately $912 was paid in cash. The
Company also assumed certain accounts payable totaling approximately $190
and certain accrued liabilities totaling approximately $122. Under the
terms of the agreement with MMB, the remaining portion of the purchase price
is contingently payable based upon the performance of the new Dataram
business unit to be operated as a result of the acquisition (the Unit) and
consists of a percentage, averaging 65%, payable quarterly, over the next
four years of earnings before interest, taxes, depreciation and amortization
of the Unit. At April 30, 2009, the estimated remaining purchase price to be
paid under the agreement is $1,029 and is recorded as an accrued liability
(of which, $381 has been classified as long-term) in the Company's
consolidated balance sheet. The net assets acquired by the Company were
recorded at their respective fair values under the purchase method of
accounting in accordance with the provisions of SFAS No. 141. The results of
operations of MMB for the period from the acquisition date, March 31, 2009,
through April 30, 2009 have been included in the consolidated results of
operations of the Company.
The total consideration of the acquisition has been allocated to the fair
value of the assets of MMB as follows:
Accounts receivable $ 478
Machinery and equipment 200
Deposits 16
Trade names 733
Customer relationships 758
Non-compete agreement 68
--------
Gross assets acquired 2,253
Liabilities assumed 312
Net assets acquired $ 1,941
========
The Company estimates that it has no significant residual value related to
its intangible assets. Acquired intangibles generally are amortized on a
straight-line basis over weighted average lives. Intangible assets
amortization expense was $55 for fiscal year 2009 and nil for fiscal years
2008 and 2007. The components of finite-lived intangible assets acquired
during fiscal year 2009 are as follows:
Gross Weighted Net
Carrying Average Accumulated Carrying
Amount Life Amortization Amount
________ _______ ____________ ________
Trade names $ 733 5 Years $ 41 $ 692
Customer relationships 758 2 Years 12 746
Non-compete agreement 68 4 Years 2 66
------- ---- -------
$ 1,559 $ 55 $ 1,504
======= ==== =======
The following table outlines the estimated future amortization expense
related to intangible assets:
Year ending April 30:
2010 $ 637
2011 407
2012 164
2013 162
2014 134
$ 1,504
=======
(3) Long-Term Debt
On June 21, 2004, the Company entered into a credit facility with a bank,
which provided for up to a $5 million revolving credit line. The Company was
required to pay a fee equal to one-eighth of one percent per annum on the
unused commitment. There have been no borrowings against the credit line.
On February 23, 2009, the Company canceled this agreement.
(4) Related Party Transactions
During fiscal 2009, the Company purchased inventory for resale totaling
approximately $727 from Sheerr Memory, LLC (Sheerr Memory). Sheerr Memory
is wholly owned by Mr. David Sheerr, who is employed by the Company as the
general manager of the acquired MMB business unit described in Note 2. When
the Company acquired certain assets of MMB, it did not acquire any of its
inventory. However, the Company informally agreed to purchase such
inventory on an as needed basis, provided that the offering price was a
fair market value price. The inventory acquired was purchased subsequent to
the acquisition of MMB at varying times and consisted primarily of raw
materials and finished goods used to produce products sold by the MMB
business unit. Approximately $167 of these purchases were paid for by the
Company in fiscal 2009 and the remaining $560 are classified as accounts
payable in the Company's consolidated balance sheet as of April 30, 2009.
Sheerr Memory offers the Company trade terms of Net 30 days and all invoices
are settled in the normal course of business. No interest is paid. The
Company has made further purchases from Sheerr Memory subsequent to
April 30, 2009 and management anticipates that the Company will continue
to do so, although the Company has no obligation to do so.
14
(5) Income Taxes
Income tax expense (benefit) for the years ended April 30 consists of the
following:
2009 2008 2007
_____ _____ _____
Current:
Federal $ - $ 75 $ 113
State - 267 68
_____ _____ _____
342 181
_____ _____ _____
Deferred:
Federal (1,595) 678 274
State (407) 13 (5)
_____ _____ _____
(2,002) 691 269
_____ _____ _____
Total income tax expense (benefit) $ (2,002) $ 1,033 $ 450
===== ===== =====
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:
2009 2008 2007
_____ _____ _____
Computed "expected" tax
expense (benefit) $(1,798) $ 924 $ 427
State income taxes(net
of Federal income tax
benefit) (269) 173 41
Other 65 (64) (18)
_____ _____ _____
$(2,002) $ 1,033 $ 450
===== ===== =====
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below:
2009 2008
____ ____
Deferred tax assets:
Compensated absences and severance,
principally due to accruals for
financial reporting purposes $ 139 $ 75
Stock-based compensation expense 493 289
Accounts receivable, principally due
to allowance for doubtful accounts
and sales returns 113 98
Property and equipment, principally
due to differences in depreciation (40) 63
Intangible assets 63 -
Inventories 94 115
Foreign tax credit 53 53
Domestic net operating losses 2,142 506
Alternative minimum tax 438 382
Other 87 -
_____ _____
Gross deferred tax assets 3,582 1,581
Deferred tax liabilities - -
_____ _____
Net deferred tax assets $ 3,582 $ 1,581
===== =====
The Company has Federal and State net operating loss carryforwards of
approximately $5,578 and $3,981, respectively. These can be used to offset
future taxable income and expire between 2023 and 2029 for Federal tax
purposes and 2016 and 2029 for State tax purposes. The tax benefit of net
operating loss carryforwards utilized in each of the three years ended
April 30, 2009 is as follows:
Federal State Total
2009 $ - $ - $ -
2008 $2,208 $ - $2,208
2007 $1,056 $ - $1,056
15
(6) 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,
2009, 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, 2009, 506,125 of the outstanding options are exercisable.
The status of the plans for the three years ended April 30, 2009, is as
follows:
Options Outstanding
________________________________________________
Exercise price Weighted average
Shares per share exercise price
_________ ______________ ___________
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
Granted 412,000 1.280-3.200 2.405
Exercised - - -
Expired (109,325) 1.990-7.9800 4.738
_________ ____________ __________
Balance April 30, 2009 965,675 $ 1.280-24.250 $ 4.491
========= ============ ==========
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, 2009, 236,000 of the outstanding options are
exercisable.
16
The status of the non-employee director options for the three years ended
April 30, 2009, is as follows:
Options Outstanding
Exercise price Weighted average
Shares per share exercise price
_________ _____________ ____________
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
Granted 56,000 1.990 1.990
Exercised - - -
Expired - - -
________ ____________ ____________
Balance April 30, 2009 292,000 $ 1.990-7.980 $ 4.668
======== ============ ============
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 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, an expected forfeiture
rate of zero, a calculated volatility factor of 110% and a 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
April 30, 2009. These stock option grants have been classified as equity
instruments, and as such, a corresponding increase of $121 has been
reflected in additional paid-in capital in the accompanying consolidated
balance sheet as of April 30, 2009.
(7) Accrued Liabilities
Accrued liabilities consist of the following at April 30:
2009 2008
-------- --------
Contingently payable acquisition
purchase price (See Note 2) $ 648 $ -
Payroll, including vacation 490 317
Severance costs 174 -
Commissions 42 133
Other 335 252
-------- --------
$ 1,689 $ 702
======== ========
17
(8) 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
$561 in 2009, $655 in 2008 and $725 in 2007.
Future minimum lease payments under non-cancelable operating leases
(with initial or remaining lease terms in excess of one year) as of
April 30, 2009 are as follows:
Operating leases
________________
Year ending April 30:
2010 $ 533
2011 387
2012 34
Thereafter -
______
$ 954
======
Purchases
At April 30, 2009, the Company had open purchase orders outstanding
totaling $1.1 million, primarily for inventory items to be delivered in
the first quarter of fiscal 2010. 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 $160 in 2009, $171 in 2008 and
$119 in 2007.
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.
(9) Employee Benefit Plan
The Company has a defined contribution plan (the Plan) which is
available to all qualified employees. Employees may elect to
contribute a portion of their compensation to the Plan, subject
to certain limitations. The Company contributes a percentage of
the employee's contribution, subject to a maximum of 4.5 percent effective
January 1, 2008. In prior years the Company contributed up to 6 percent of
the employee's eligible compensation, based on the employee's years of
service. The Company's matching contributions aggregated approximately
$ 249, $239 and $236 in 2009, 2008 and 2007, respectively.
18
(10) Revenues by Geographic Location
The Company operates in one business segment and develops,
manufactures and markets a variety of memory systems for use with
servers and workstations which are manufactured by various companies.
Revenues, total assets and long lived assets for 2009, 2008 and 2007 by
geographic region is as follows:
United Europe Other* Consolidated
States
_______ _______ ______ ____________
April 30, 2009
Revenues $ 19,088 $ 4,793 $ 2,016 $ 25,897
Total assets $ 24,416 $ 106 $ 33 $ 24,555
Long lived assets $ 2,604 $ 0 $ 0 $ 2,604
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
*Principally Asia Pacific Region
(11) Quarterly Financial Data (Unaudited)
Quarter Ended
____________________________________________
Fiscal 2009 July 31 October 31 January 31 April 30
___________ _______ __________ __________ ________
Revenues $ 7,563 $ 7,059 $ 5,635 $ 5,639
Gross profit 2,628 2,399 1,739 1,688
Net loss (606) (393) (1,024) (1,112)
Net loss per diluted
common share (.07) (.04) (.12) (.13)
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
Earnings (loss) per share is calculated independently for each quarter and,
therefore, may not equal the total for the year.
19
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, 2009 and 2008, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the three-year period ended April 30, 2009. 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, 2009 and 2008, and their
results of operations and cash flows for each of the years in the three-year
period ended April 30, 2009 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.
J.H. Cohn LLP
Lawrenceville, New Jersey
July 24, 2009
Selected Financial Data
(Not covered by Independent Registered Public Accounting Firm's Reports)
(In thousands, except per share amounts)
Years Ended April 30, 2009 2008 2007 2006 2005
______________________ ____ ____ ____ ____ ____
Revenues $ 25,897 $ 30,893 $ 38,404 $ 41,795 $ 65,684
Net earnings (loss) (3,135) 1,608 770 2,772 6,715
Basic earnings (loss)
per share (.35) .18 .09 .33 .78
Diluted earnings (loss)
per share (.35) .18 .09 .31 .74
Current assets 18,533 24,865 23,893 24,108 23,435
Total assets 24,555 26,110 25,905 26,236 26,147
Current liabilities 3,075 2,491 2,573 2,710 3,966
Total stockholders'
equity 21,099 23,619 23,332 23,526 22,181
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.
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
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 24,
2009, 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