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 07/31/97 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) Registrant's telephone number, including area code: (609) 799-0071 (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. Yes [ X ] No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date: Common Stock ($1.00 par value) As of September 10, 1997, there were 3,000,905 shares outstanding. PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Dataram Corporation And Subsidiary Consolidated Balance Sheets July 31, 1997 and April 30, 1997 (Unaudited) (Audited) July 31, 1997 April 30, 1997 Assets Current Assets: Cash and cash equivalents $ 6,707,850 $ 6,835,671 Trade receivables, less allowance for doubtful accounts and sales returns of $800,000 at July 31, 1997 and $800,000 at April 30, 1997 8,780,623 8,473,228 Inventories 2,991,135 4,395,813 Other current assets 680,510 572,376 __________ __________ Total current assets 19,160,118 20,277,088 Property and equipment, at cost: Land 875,000 875,000 Machinery and equipment 7,444,123 6,840,378 __________ __________ 8,319,123 7,715,378 Less: accumulated depreciation and amortization 5,586,732 5,461,632 __________ __________ Net property and equipment 2,732,391 2,253,746 Other assets 7,280 5,730 __________ __________ $ 21,899,789 $ 22,536,564 ========== ========== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 3,231,513 $ 4,144,946 Accrued liabilities 612,324 1,093,380 Income taxes payable 391,000 0 __________ __________ Total current liabilities 4,234,837 5,238,326 Deferred income taxes 1,013,000 1,013,000 Stockholders' Equity: Common stock, par value $1.00 per share. Authorized 18,000,000 shares; issued 3,050,405 at July 31, 1997 and 3,077,449 at April 30, 1997 3,050,405 3,077,449 Additional paid-in capital 2,430,284 2,452,677 Retained earnings 11,171,263 10,755,112 __________ __________ Total stockholders' equity 16,651,952 16,285,238 __________ __________ $ 21,899,789 $ 22,536,564 ========== ========== See accompanying notes to consolidated financial statements. TABLE/
Dataram Corporation and Subsidiary Consolidated Statements of Earnings Three Months Ended July 31, 1997 and 1996 (Unaudited) 1997 1996 Revenues $18,147,292 $17,448,290 Costs and expenses: Cost of sales 14,634,977 13,887,973 Engineering and development 223,578 229,682 Selling, general and administrative 2,280,159 1,833,752 __________ __________ 17,138,714 15,951,407 Earnings from operations 1,008,578 1,496,883 Other income (expense), net Other income 2,000 0 Interest income 64,694 68,568 Interest expense 0 0 __________ __________ 66,694 68,568 Earnings before income taxes 1,075,272 1,565,451 Income tax expense 406,000 601,000 __________ __________ Net earnings $ 669,272 $ 964,451 ========== ========== Net earnings per share of common stock $ .21 $ .26 ========== ========== Weighted average number of common shares outstanding 3,213,864 3,721,093 ========== ========== See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiary Consolidated Statements of Cash Flows Three Months Ended July 31,1997 and 1996 (Unaudited) 1997 1996 Cash flows from operating activities: Net earnings $ 669,272 $ 964,451 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 125,100 174,900 Bad debt expense 87,649 220,795 Changes in assets and liabilities: (Increase)decrease in trade receivables (395,044) 2,518,025 Decrease in inventories 1,404,678 712,558 (Increase)decrease in other current assets (108,134) 489,786 Increase in other assets (1,550) 0 Decrease in accounts payable (913,433) (2,409,897) Decrease in accrued liabilities (481,056) (140,189) Increase in income taxes payable 391,000 0 __________ __________ Net cash provided by operating activities 778,482 2,530,429 __________ __________ Cash flows from investing activities: Purchase of property and equipment (603,745) (61,360) Disposal of fixed assets 0 0 __________ __________ Net cash used in investing activities (603,745) (61,360) Cash flows from financing activities: Proceeds from sale of common shares under stock option plan 57,000 21,400 Purchase and cancellation of common stock (359,558) (2,071,485) __________ __________ Net cash used in financing activities (302,558) (2,050,085) __________ __________ Net increase (decrease) in cash and cash equivalents (127,821) 418,984 Cash and cash equivalents at beginning of year 6,835,671 8,482,447 __________ __________ Cash and cash equivalents at end of period $ 6,707,850 $ 8,901,431 ========== ========== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 37,453 $ 0 Income taxes $ 43,058 $ 0
See accompanying notes to consolidated financial statements. Dataram Corporation and Subsidiary Notes to Consolidated Financial Statements July 31, 1997 and April 30, 1997 (1) Cash and cash equivalents consist of unrestricted cash, bankers acceptances, commercial paper and other short term investments. All investments are convertible to cash within a period of approximately thirty days or less. (2) Inventories consist of the following categories: 7/31/97 4/30/97 Raw Materials $ 2,209,000 $ 3,369,000 Work In Process 146,000 98,000 Finished Goods 636,000 929,000 _________ _________ $ 2,991,000 $ 4,396,000 ========= ========= (3) The Company has an agreement with a bank which provides for a total unsecured line of credit of $12,000,000 with interest at no higher than one-half percent below the bank's base commercial lending rate. Borrowings under the line of credit are at the convenience of Company management and may be repaid at any time. The line of credit agreement expires in October, 1998, unless otherwise amended or extended. (4) In September 1992, an incentive and nonstatutory stock option plan was adopted by the shareholders which provides for the granting of up to 950,000 shares of common stock to key employees. As of July 31, 1997, options to purchase 510,000 shares at prices ranging from $5.125 to $10.375 per share were outstanding. During the quarter ended July 31, 1997 options to purchase 30,000 shares were granted at the fair market value on the grant date and options to purchase 8,000 shares were exercised. As of July 31, 1997, options to purchase 289,800 shares were exercisable. In November 1992, March 1993 and September 1996, the Company granted to four non-employee directors of the Company and the Company's outside general counsel five year options to acquire a total of 150,000 shares of the Company's common stock at prices ranging from $6.94 to $11.25 per share. In the quarter ended July 31, 1997 30,000 of these outstanding options were cancelled in accordance with the terms of the plan. As of July 31, 1997, none of these options had been exercised and options to purchase 90,000 shares were exercisable. The Company has adopted the disclosure-only provisions of SFAS No. 123, and applies APB Opinion 25 in accounting for its plans and, accordingly, cost for stock option plans and stock purchase plans in its financial statements. Had the Company determined compensation cost based on the fair value at the grant date consistent with the provisions of SFAS No. 123, the Company's net earnings would have been reduced to the pro forma amounts indicated below: (In thousands, except per share amounts) Quarter ended: 7/31/97 7/31/96 -------- ------- Net earnings as reported $ 669 $ 964 Net earnings pro forma 628 939 Net earnings per share as reported .21 .26 Net earnings per share pro forma .20 .25 (6) In July of 1997, the Company announced an open market repurchase plan providing for the repurchase of up to 300,000 shares of the Company's common stock. As of July 31, 1997, no shares had been purchased under the plan. (7) Information furnished reflects all adjustments which are, in the opinion of management, necessary to a fair presentation of the results of this interim statement. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources As of July 31, 1997, working capital amounted to $14.9 million reflecting a current ratio of 4.5 compared to working capital of $15.0 million and a current ratio of 3.9 as of April 30, 1997. The Company's financial condition remains strong. The Company has a $12 million unsecured line of credit with a bank, of which $6 million is scheduled to expire in October 1997 and $6 million expires in October 1998. The Company intends to renew any expiring portion of the facility by the expiration date and maintain a $12 million total facility. At the end of the quarter there was no amount outstanding under the line of credit. With its current working capital balance and the line of credit, management believes that it will be able to support its growth and other capital needs for the foreseeable future. Results of Operations Revenues for the three month period ending July 31, 1997 were $18,147,000 compared to revenues of $17,448,000 for the comparable prior year period. Increased unit volume and an expanded customer base have offset the decline in average selling prices for the Company's products associated with declining dynamic random access memory (DRAM) chip prices. Total megabytes shipped have increased by approximately 66% in the first quarter versus the same period last year. Cost of sales for the first quarter were 81% of revenues versus 80% for the same prior year period. The increase in the cost of sales was mainly the result of reduced margins for 64 megabit DRAM based memory boards. Prices for 64 megabit DRAM based memory boards are now priced competitively with 16 megabit DRAM based products. Engineering and development costs in fiscal 1997's first quarter were $223,000 versus $230,000 for the same prior year period. The Company continues to maintain its commitment to timely introduction of new memory products as new workstations and computers are introduced. Selling, general and administrative costs in this year's first quarter were 12% of revenues versus 11% for the same prior year period. Three month total expenditures increased by $446,000 from the prior year period. This increase is primarily the result of increased legal expense associated with a previously announced complaint filed by Sun Microsystems, Inc. The Company has also continued to expand its sales organization this quarter to accelerate our ability to service new and existing customers. Other income (expense),net for the first quarter of fiscal 1998 and fiscal 1997, consists primarily of interest income on short term investments. PART II: OTHER INFORMATION ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K A. Exhibits 27 (a). Financial Data Schedule 28 (a). Press Release reporting results of First Quarter, Fiscal Year 1998 (Attached). B. Reports on Form 8-K No reports on Form 8-K have been filed during the current quarter. 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 Date: ______________________ By:________________________________ Mark E. Maddocks Vice President, Finance (Principal Financial Officer)