DATARAM CORP
10-Q, 1998-03-06
COMPUTER STORAGE DEVICES
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<PAGE>
<PAGE>  
                  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      1/31/98      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

     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 March 3, 1998, there were 2,864,305 shares
outstanding. <PAGE>
<PAGE> 2
                        PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      Dataram Corporation And Subsidiary
                         Consolidated Balance Sheets
                     January 31, 1998 and April 30, 1997
                         
                                         (Unaudited)       (Audited)

                                       January 31, 1998  April 30, 1997
Assets
                                   
Current Assets:                                   
   Cash and cash equivalents                $ 6,692,677     $ 6,835,671
   Trade receivables, less allowance 
     for doubtful accounts and sales returns
     of $700,000 at January 31, 1998                         
     and $800,000 at April 30, 1997           9,512,976       8,473,228
   Inventories                                3,495,679       4,395,813
   Other current assets                         508,587         572,376
                                             __________      __________
     Total current assets                    20,209,919      20,277,088

Property and equipment, at cost:                                   
   Land                                         875,000         875,000
   Machinery and equipment                    8,264,507       6,840,378
                                             __________      __________
                                              9,139,507       7,715,378
   Less: accumulated depreciation                                   
     and amortization                         5,956,932       5,461,632
                                             __________      __________
Net property and equipment                    3,182,575       2,253,746
Other assets                                      7,380           5,730
                                             __________      __________

                                            $23,399,874     $22,536,564
                                             ==========      ==========
<PAGE>
<PAGE> 3
                                       January 31, 1998  April 30, 1997 
                            
Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                         $ 3,371,754     $ 4,144,946
   Accrued liabilities                        1,324,810       1,093,380
   Income taxes payable                          34,116               0
                                             __________      __________
     Total current liabilities                4,730,680       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
     2,938,805 at January 31, 1998
     and 3,077,449 at April 30, 1997          2,938,805       3,077,449
   Additional paid-in capital                 2,464,687       2,452,677
   Retained earnings                         12,252,702      10,755,112
                                             __________      __________
        Total stockholders' equity           17,656,194      16,285,238
                                             __________      __________
                                            $23,399,874     $22,536,564
                                             ==========      ==========
                                   

See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> 4
<TABLE> 
                                 Dataram Corporation and Subsidiary
                                 Consolidated Statements of Earnings
                        Three and Nine Months Ended January 31, 1998 and 1997
                                             (Unaudited)                    
<S>                                       <C>             <C>             <C>           <C>    
                                                      1998                          1997

                                           3rd Quarter     Nine Months    3rd Quarter    Nine Months
  
Revenues                                  $ 19,844,043    $ 58,059,070    $ 17,514,34   $ 52,130,588 

Costs and expenses:
   Cost of sales                            14,690,712      44,853,570     13,944,417     41,165,237
   Engineering and development                 283,608         808,575        253,887        732,977
   Selling, general and administrative       3,255,737       8,319,558      1,941,700      5,788,074
                                            __________      __________     __________     __________
                                            18,230,057      53,981,703     16,140,004     47,686,288
                                        
Earnings from operations                     1,613,986       4,077,367      1,374,338      4,444,300

Other income (expense), net
Other income, net                                1,200           3,200          1,840         18,447
Interest income, net                            81,094         220,841         73,063        201,352
                                            __________      __________     __________     __________
                                                82,294         224,041         74,903        219,799
         
Earnings before income taxes                 1,696,280       4,301,408      1,449,241      4,664,099

Income tax provision                           664,000       1,655,000        537,000      1,773,000
                                            __________      __________     __________     __________
Net earnings                               $ 1,032,280     $ 2,646,408    $   912,241     $2,891,099
                                            ==========      ==========     ==========     ==========

Net earnings per share of common stock
   Basic                                   $       .35     $       .88    $       .28     $      .84
                                            ==========      ==========     ==========     ==========
   Diluted                                 $       .34     $       .85    $       .27     $      .80
                                            ==========      ==========     ==========     ==========

Weighted average number of common                                         
   shares outstanding                           
   Basic                                     2,936,205       2,997,390      3,234,002      3,433,219
                                            ==========      ==========      =========      ========= 
   Diluted                                   3,075,079       3,128,837      3,441,108      3,610,129
                                            ==========      ==========      =========      ========= 

See accompanying notes to consolidated financial statements
</TABLE> <PAGE>
                              
<PAGE> 5
                  Dataram Corporation and Subsidiary
                 Consolidated Statements of Cash Flows
              Nine Months Ended January 31, 1998 and 1997
                              (Unaudited)

                                                    1998          1997
Cash flows from operating activities:
   Net earnings                              $ 2,646,408   $ 2,891,099
   Adjustments to reconcile net earnings
     to net cash provided by (used in)
     operating activities:
        Depreciation and amortization            495,300       474,900
        Bad debt expense                         271,086       251,220
        Changes in assets and liabilities:                         
           Decrease (increase) in 
             trade receivables                (1,310,834)    3,094,656
           Decrease(increase) in inventories     900,134      (128,567)
           Decrease in other current assets       63,789       341,453
           Increase in other assets               (1,650)            0
           Decrease in accounts payable         (773,192)   (4,117,210)
           Increase in accrued liabilities       231,430       216,537
           Increase in income taxes payable       34,116             0
                                              __________    __________

    Net cash provided by operating activities  2,556,587     3,024,088
                                              __________    __________

Cash flows from investing activities:
   Purchase of property and equipment         (1,424,129)     (323,052)
                                              __________    __________
   Net cash used in investing activities      (1,424,129)     (323,052)


Cash flows from financing activities:                              
   Proceeds from sale of common shares under
     stock option plan (including tax benefits)  329,875             0
   Purchase and cancellation of common shares (1,605,327)   (4,480,729) 
                                              __________    __________
   Net cash used in financing activities      (1,275,452)   (4,480,729)
                                              __________    __________
Net decrease in cash
and cash equivalents                            (142,994)   (1,779,693)
Cash and cash equivalents at
   beginning of year                           6,835,671     8,482,447 
                                              __________    __________
Cash and cash equivalents at
   end of period                             $ 6,692,677   $ 6,702,754
                                              ==========    ==========

Supplemental disclosures of cash flow information:                      
   Cash paid during the period for:
      Interest                               $         0   $         0
      Income taxes                           $ 1,473,058   $ 1,290,000
                                                  
See accompanying notes to consolidated financial statements. <PAGE>
<PAGE> 6
                  Dataram Corporation and Subsidiary
              Notes to Consolidated Financial Statements
                  January 31, 1998 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:
                                   1/31/98        4/30/97
                                 _________      _________
          Raw Materials        $ 2,275,000    $ 3,369,000
          Work In Process          101,000         98,000
          Finished Goods         1,120,000        929,000
                                 _________      _________
                               $ 3,496,000    $ 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, 1999, unless otherwise amended
    or extended.

(4) In September 1992, an incentive and non-statutory 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
    January 31, 1998, options to purchase 635,000 shares at prices
    ranging from $5.125 to $10.75 per share were outstanding. As of
    January 31, 1998 options to purchase 84,000 shares had been
    exercised and options to purchase 233,400 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. As of January 31, 1998,
    options to purchase 120,000 shares have expired and options to
    purchase 6,000 shares were exercisable. In November 1997, the
    Company granted to three non-employee directors of the Company and
    the Company's outside general counsel five year options to acquire
    a total of 120,000 shares of the Company's common stock at a price
    of $8.4375.  As of January 31, 1998, none of these options had been
    exercised and options to purchase 30,000 shares were exercisable.

(5) The Company adopted Financial Accounting Standards No. 128 (FAS
    128), "Earnings Per Share" in the third quarter of fiscal 1998.
    Share and per share amounts for all periods presented have been
    restated to comply with FAS 128.

(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 January 31, 1998, 142,600 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.<PAGE>
<PAGE> 7
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

     As of January 31, 1998, working  capital amounted to $15.5 million
reflecting a current ratio of 4.3 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
was scheduled to expire in October 1998 and $6 million in October 1999.
The line of credit has not been used during the current fiscal year.
Management believes that the Company's working capital together with
internally generated funds and its bank line of credit are sufficient
to finance the Company's operating needs and future capital
requirements. 

Results of Operations

     Revenues for the three month period ending January 31, 1998 were
$19,844,000 compared to revenues of $17,514,000 for the comparable
prior year period. Fiscal 1998 nine month revenues totaled $58,059,000
versus nine month revenues of $52,131,000 for the prior fiscal year.
The increase in revenues was the result of increased unit volume offset
by declining average selling prices for the Company's products
reflecting a decrease in the price of dynamic random access memory
chips (DRAMs)which are the primary raw material in memory boards. Total
units shipped have increased by approximately 63% in this year's third
quarter, versus the third quarter last year.

     Cost of sales for the third quarter and nine months of fiscal 1998
were 74% and 77%, respectively of revenues versus 80% and 79% for the
same prior year periods. The increase in gross margin in the current
quarter is primarily attributable to the introduction of new high
capacity memory products where the primary competition is the original
equipment manufacturer, and therefore the products can command higher
selling prices than would be possible if there was extensive third
party competition. Prices for the sixty-four and sixteen megabit DRAM
continued to decline during the quarter. However, at the end of the
quarter, sixteen megabit DRAM prices increased from December lows. At
this point, it is uncertain as to whether DRAM pricing will stabilize
or continue to fall, and if so, what the magnitude will be. To minimize
the impact of the changes in raw material values, the Company has
maintained tight control over inventory levels, while still meeting
customer delivery requirements.

     Engineering and development costs in fiscal 1998's third quarter
and nine months were $284,000 and $809,000, respectively versus
$254,000 and $733,000 for the same prior year periods. The Company
intends 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 third
quarter and nine months increased to 16% and 14%, respectively of
revenues from 11% for the same prior year periods. Three month total
expenditures increased by $1,314,000 from the comparable prior year
period. Nine month selling, general and administrative costs increased
by $2,531,000 in fiscal 1998 versus fiscal 1997. These increases are
primarily attributable to legal expenses incurred related to a
Complaint filed by Sun Microsystems, Inc. The current years quarter and
nine months include approximately $500,000 and $1,400,000, respectively
related to this litigation.  Additionally, the Company has continued to
strategically add to its sales department this year to accelerate our
ability to service new and existing customers. 

     Other income (expense),net for the third quarter and nine months
of fiscal 1998 and 1997 consisted primarily of interest income on short
term investments.<PAGE>
<PAGE> 8
                      PART II: OTHER INFORMATION



ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K
A.  Exhibits
     27 (a). Financial Data Schedule     

     99 (a). Press Release reporting results of Third Quarter, Fiscal
Year 1998 (Attached).

     
     
B.  Reports on Form 8-K

     No reports on Form 8-K have been filed during the current quarter.

<PAGE>
<PAGE> 9                                                  
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: March, 4, 1998         By: MARK E. MADDOCKS
     _____________________       __________________
                                  Mark E. Maddocks
                                  Vice President, Finance
                                  (Principal Financial Officer)

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-30-1998
<PERIOD-END>                               JAN-31-1998
<CASH>                                       6,692,677
<SECURITIES>                                         0
<RECEIVABLES>                               10,212,976
<ALLOWANCES>                                   700,000
<INVENTORY>                                  3,495,679
<CURRENT-ASSETS>                            20,209,919
<PP&E>                                       9,139,507
<DEPRECIATION>                               5,956,932
<TOTAL-ASSETS>                              23,399,874
<CURRENT-LIABILITIES>                        4,730,680
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     2,938,805
<OTHER-SE>                                  14,717,389
<TOTAL-LIABILITY-AND-EQUITY>                23,399,874
<SALES>                                     58,059,070
<TOTAL-REVENUES>                            58,059,070
<CGS>                                       44,853,570
<TOTAL-COSTS>                               44,853,570
<OTHER-EXPENSES>                               808,575
<LOSS-PROVISION>                               271,086
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              4,301,408
<INCOME-TAX>                                 1,655,000
<INCOME-CONTINUING>                          2,646,408
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,646,408
<EPS-PRIMARY>                                      .88
<EPS-DILUTED>                                      .85
        

</TABLE>

  <PAGE>






FOR IMMEDIATE RELEASE                  CONTACT:   Mark Maddocks
                                        Vice-President, Finance
                                      Telephone: (609) 799-0071


        IMPROVED VOLUME BOOSTS DATARAM INCOME, REVENUES 
                 FOR FISCAL 1998 THIRD QUARTER


     PRINCETON, NJ, February 6, 1998   Dataram Corporation
(AMEX:DTM) achieved higher revenues and earnings for the third
quarter of fiscal 1998, reflecting brisk demand for both
established computer memory products and new offerings, Robert V.
Tarantino, president and chief executive officer, announced
today.

     For the third quarter ended January 31, 1998, Dataram
reported revenues of  $19.8 million compared to $17.5 million for
the year earlier period.  Net earnings were $1,032,000, or $.34
per share versus $912,000, or $.27 per share for last year's
comparable quarter.  

     For the nine months ended January 31, 1998, revenues were
$58.1 million compared to $52.1 million for the year earlier
period.  Net earnings totaled $2,646,000, or $.85 per share
compared to $2,891,000, or $.80 per share for the prior year.
                                                                  
                                           Continued....     
<PAGE>
<PAGE> 2
Dataram Earnings Release - Page 2

     The Company's gross margin percentages this fiscal quarter
and nine months have increased compared to the prior year. This
is  attributable to the introduction and favorable market
acceptance of new higher capacity memory products which command
higher margins. "Remaining focused on the workstation and high-
end server market has allowed us to maintain our first-to-market
advantage," Tarantino declared. "Our objective is to achieve both
earnings and revenue growth and we remain confident that we can
accomplish this goal," Tarantino said.

     Demand for the Company's  products remained strong. 
Tarantino reported that gigabytes of memory shipped have
increased 63% on a comparable quarterly basis. During the
quarter, we continued our program of expanding our sales force.
"This team is obtaining many new customers and increasing
business with existing customers in U.S. and international
markets," Tarantino declared.  "Investments to expand 
manufacturing capacity and  establish a distribution center in
the United Kingdom are enabling us to maintain our high service
level while we grow."

                                             Continued....     
<PAGE>
<PAGE> 3
Dataram Earnings Release - Page 3


     "We're participating in an industry that continues to
exhibit dynamic growth which shows no signs of abating,"
Tarantino declared.  "Business remains strong both here and
abroad, including the Pacific Rim, where we have not experienced
any fallout from the 'Asian crisis.' I fully expect that Dataram
will sustain its solid financial performance throughout fiscal
1998."

      During the quarter, the Company continued its stock
repurchase program and, as of the end of the quarter, has
purchased 142,600 shares of the current 300,000 share
authorization.

     Dataram develops, manufactures and markets gigabyte memory
boards for the UNIX and windows NT workstation and server memory
markets. 
                                                                  
                                           Continued....     
<PAGE>
<PAGE> 4
Dataram Earnings Release - Page 4


               Dataram Corporation and Subsidiary
                Consolidated Summary Information
             (In thousands except per share amounts)
                                                  
               
                                                                  
                             Quarter Ended    Nine Months Ended
                                                                  
                                 January 31         January 31

                               1998      1997       1998     1997

Revenues                    $19,844   $17,514    $58,059  $52,130

Net Earnings                 $1,032      $912     $2,646   $2,891

Earnings Per Share

- -Basic                         $.35      $.28       $.88     $.84

- -Diluted                       $.34      $.27       $.85     $.80

Average Shares Outstanding

- -Basic                        2,936     3,234      2,997    3,433

- -Diluted                      3,075     3,441      3,129    3,610





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