DATARAM CORP
10-Q, 1999-08-27
COMPUTER STORAGE DEVICES
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<PAGE 1>

                         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      07/31/99      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)

     186 Princeton Road (Route 571), West Windsor, New Jersey  08550
______________________________________________________________________________
 (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 August 18, 1999, there were 5,237,910 shares outstanding.


<PAGE 2>

                           PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        Dataram Corporation And Subsidiary
                            Consolidated Balance Sheets
                         July 31, 1999 and April 30, 1999

                                               (Unaudited)        (Audited)
                                              July 31, 1999     April 30, 1999
Assets

Current Assets:
   Cash and cash equivalents                   $  9,508,529      $  8,092,527
   Trade receivables, less allowance
     for doubtful accounts and sales returns
     of $400,000 at July 31, 1999
     and $450,000 at April 30, 1999               9,781,766        12,016,106
   Inventories                                    4,303,244         3,290,300
   Other current assets                             645,689           475,387
                                                 __________        __________
     Total current assets                        24,239,228        23,874,320

Property and equipment, at cost:
   Land                                             875,000           875,000
   Machinery and equipment                        5,695,586         5,188,696
                                                 __________        __________
                                                  6,570,586         6,063,696
   Less: accumulated depreciation
     and amortization                             2,872,993         2,572,993
                                                 __________        __________
Net property and equipment                        3,697,593         3,490,703
Other assets                                          8,655             8,655
                                                 __________        __________

                                               $ 27,945,476      $ 27,373,678
                                                 ==========        ==========

Liabilities and Stockholders' Equity

Current liabilities:
   Accounts payable                            $  4,203,211      $  4,344,179
   Accrued liabilities                              969,352         1,840,647
   Income taxes payable                             507,408           250,408
                                                 __________        __________
     Total current liabilities                    5,679,971         6,435,234

Deferred income taxes                               919,000           919,000

Stockholders' Equity:
   Common stock, par value $1.00 per share.
   Authorized 18,000,000 shares; issued
     and outstanding 5,237,110 at July 31, 1999
     and 5,236,810 at April 30, 1999              5,237,110         5,236,810
      Additional paid-in capital                    347,813                 0
      Retained earnings                          15,761,582        14,782,634
                                                 __________        __________

        Total stockholders' equity               21,346,505        20,019,444
                                                 __________        __________
                                               $ 27,945,476      $ 27,373,678
                                                 ==========        ==========
See accompanying notes to consolidated financial statements.


<PAGE 3>

                        Dataram Corporation and Subsidiary
                        Consolidated Statements of Earnings
                     Three Months Ended July 31, 1999 and 1998
                                   (Unaudited)



                                                   1999            1998

Revenues                                       $  21,164,684    $  17,750,162

Costs and expenses:
   Cost of sales                                  15,414,747       12,269,849
   Engineering and development                       332,975          331,610
   Selling, general and administrative             3,049,836        2,936,961
                                                  __________       __________
                                                  18,797,558       15,538,420

Earnings from operations                           2,367,126        2,211,472

Interest income, net                                 107,682          116,497
                                                  __________       __________
Earnings before income taxes                       2,474,808        2,328,239

Income tax expense                                   944,000          911,000
                                                  __________       __________

Net earnings                                   $   1,530,808    $   1,417,239
                                                  ==========       ==========


Net earnings per share of common stock:

               Basic                           $         .29    $         .25
                                                  ==========       ==========
               Diluted                         $         .25    $         .23
                                                  ==========       ==========

Weighted average number of common
   shares outstanding:

               Basic                               5,218,327        5,562,810
                                                  ==========       ==========
               Diluted                             6,176,246        6,126,308
                                                  ==========       ==========


See accompanying notes to consolidated financial statements.


<PAGE 4>

                           Dataram Corporation and Subsidiary
                          Consolidated Statements of Cash Flows
                         Three Months Ended July 31,1999 and 1998
                                      (Unaudited)


                                                       1999          1998

Cash flows from operating activities:
   Net earnings                                 $  1,530,808      $ 1,417,239
   Adjustments to reconcile net earnings
     to net cash provided by
     operating activities:
       Depreciation and amortization                 300,000          342,000
       Bad debt expense (recovery)                   (55,782)         103,580
       Changes in assets and liabilities:
         Decrease in trade receivables             2,290,122        2,350,308
         Decrease (increase) in inventories       (1,012,944)         553,437
         Increase in other current assets           (170,302)        (150,912)
         Increase in other assets                          0           (3,000)
         Decrease in accounts payable               (140,968)      (1,548,152)
         Increase (decrease)in accrued liabilities  (871,295)           99,284
         Increase in income taxes payable            257,000           572,577
                                                  __________        __________

    Net cash provided by
      operating activities                         2,126,639         3,736,361
                                                  __________        __________


Cash flows from investing activities:
   Purchase of property and equipment               (506,890)        (556,350)
                                                  __________        __________
   Net cash used in investing activities            (506,890)        (556,350)


Cash flows from financing activities:
   Proceeds from sale of common shares under
      stock option plan (including tax benefits)     417,813                0
   Purchase and subsequent cancellation
      of common stock                               (621,560)               0
                                                  __________       __________
   Net cash used in financing activities            (203,747)               0
                                                  __________       __________

Net increase in cash and
   cash equivalents                                1,416,002        3,180,011
Cash and cash equivalents at
   beginning of period                             8,092,527        7,529,906
                                                  __________       __________

Cash and cash equivalents at
   end of period                                $  9,508,529     $ 10,709,917
                                                  ==========       ==========

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                  $     36,682     $     38,751
      Income taxes                          $    525,200         $    365,200


See accompanying notes to consolidated financial statements.


<PAGE 5>

                Notes to Consolidated Financial Statements
                         July 31, 1999 and 1998
                                (Unaudited)



Basis of Presentation

The information at July 31, 1999 and for the three months ended July 31, 1999
and 1998, is unaudited but includes all adjustments (consisting only of normal
recurring adjustments) which, in the opinion of management, are necessary to
state fairly the financial information set forth therein in accordance with
generally accepted accounting principles. The interim results are not
necessarily indicative of results to be expected for the full fiscal year.
These financial statements should be read in conjuction with the audited
financial statements for the year ended April 30, 1999 included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission.


Stock Split

On November 11, 1998 the Company's Board of Directors announced a two-for-one
stock split effected in the form of a dividend for shareholders of record at
the close of business on November 23, 1998 and payable December 3, 1998.
Weighted average shares outstanding and net earnings per share have been
retroactively adjusted to reflect the stock split.


Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Dataram International Sales Corporation (a
Domestic International Sales Corporation (DISC)). All significant intercompany
transactions and balances have been eliminated.

Cash and cash equivalents

Cash and cash equivalents consist of unrestricted cash, money market preferred
stock and commercial paper with original maturities of three months or less.

Inventory valuation

Inventories are valued at the lower of cost or market, with costs determined
by the first-in, first-out method. Inventories at July 31, 1999 and April 30,
1999 consist of the following categories:

                       July 31, 1999    April 30, 1999
                    ________________    ______________
Raw materials       $      1,858,000    $    1,335,000
Work in process              337,000           508,000
Finished goods             2,108,000         1,447,000
                    ________________    ______________
                    $      4,303,000    $    3,290,000
                    ================    ==============



<PAGE 6>

Property and equipment

Property and equipment is recorded at cost. Depreciation is generally computed
on the straight-line basis. Depreciation rates are based on the estimated
useful lives which range from three to five years for machinery and equipment.
When property or equipment is retired or otherwise disposed of, related costs
and accumulated depreciation are removed from the accounts.

Repair and maintenance costs are charged to operations as incurred.

Revenue recognition

Revenue from product sales is recognized when the related goods are shipped to
the customer and all significant obligations of the Company have been
satisfied. Estimated warranty costs are accrued.

Product development and related engineering

The Company expenses product development and related engineering costs as
incurred. Engineering effort is directed to development of new or improved
products as well as ongoing support for existing products.

Income taxes

The Company follows the asset and liability method of accounting for income
taxes in accordance with the provisions of Statement of Financial Accounting
Standards SFAS No. 109, "Accounting for Income Taxes". Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. 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.

Common Stock

During the quarter ended July 31, 1999, the Company purchased and retired
69,700 shares of its common stock.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of
credit risk consist primarily of cash and cash equivalents. 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.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles 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.


<PAGE 7>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Actual results could differ
materially from those projected in the forward looking statements.

Liquidity and Capital Resources

     As of July 31, 1999, working capital amounted to $18.6 million reflecting
a current ratio of 4.3 compared to working capital of $17.4 million and a
current ratio of 3.7 as of April 30, 1999.

     The Company's financial condition remains strong. The Company has a $12
million unsecured line of credit with a bank, of which $6 miilion is scheduled
to expire in October 1999 and $6 million expires in October 2000. 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.

     The Company's products are all year 2000 compliant. The Company has
upgraded its manufacturing, accounting, production and inventory control
systems and software and management believes that these systems and software
are now or will be year 2000 compliant by year end. The Company has numerous
personal computers and peripheral devices used in information technology and
non-information technology applications which have been tested for year 2000
compliance. The Company has upgraded or replaced any known non year 2000
compliant devices and management believes that these devices are now year 2000
compliant. Management estimates that the financial impact of the upgrade will
not have a material effect on the Company's consolidated financial condition,
results of operations and liquidity.

     As part of the Company's Year 2000 readiness program, the Company has
identified its key vendors and suppliers and is attempting to ascertain their
stage of year 2000 readiness primarily through questionnaires and interviews.
The Company has a diverse customer base, with no single customer accounting
for 10% or more of its revenue. At this time, the Company has no plans to
ascertain the stage of year 2000 readiness of its current customers.

     The possible consequences of the Company, its key vendors, certain
customers, governments or government agencies, financial institutions,
utilities, etc. of not being year 2000 compliant by January 1, 2000 include
but are not limited to, among other things, a temporary plant closing, delays
in the delivery of products, delays in collection of receivables and supply
disruption. Because of the widespread nature of this problem, no assurances
can be made that the Company will not be materially adversely affected by a
temporary inability of the Company to conduct its business in the ordinary
course for a period of time after January 1, 2000. At this time the Company
has no contingincy plan in place to deal with the possible consequences listed
above. However, management believes that the actions it has taken should
significantly reduce the adverse effect any such disruptions may have.

     On September 10, 1998, the Company announced an open market repurchase
program providing for the repurchase of up to 500,000 shares of its common
stock. On June 15, 1999, the Company announced an additional open market
repurchase plan providing for the repurchase of up to 500,000 shares of the
Company's common stock. During the quarter ended July 31, 1999, the Company
purchased 69,700 shares of its common stock at an average price of $8.90 per
share. As of July 31, 1999 there are 592,300 shares remaining available for
purchase under the two programs.


<PAGE 8>

Results of Operations

Revenues for the three month period ending July 31, 1999 were $21,165,000
compared to revenues of $17,750,000 for the comparable prior year period.
Volume, measured in gigabytes shipped, increased 60% in the first quarter
compared to the prior year period. The volume increase was mitigated by a 25%
reduction in average selling prices due to lower average DRAM prices. The
Company continues to expand its sales with existing customers as well as
securing new customers.

     Cost of sales for the first quarter were 73% of revenues versus 69% for
the same prior year period. The increase in the cost of sales was mainly the
result of
reduced sales of certain of the Company's Digital Equipment Corporation (now
Compaq) compatible memory products which command high margins.

     Engineering and development costs in fiscal 1999's first quarter were
$333,000 versus $332,000 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 14% of revenues versus 17% for the same prior year period. Three month
total expenditures were comparable to the prior year period.

     Interest income, net for the first quarter of fiscal 2000 and fiscal
1999, consists primarily of interest income on short term investments.




<PAGE 9>

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
1999 (Attached).



B.  Reports on Form 8-K

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



<PAGE 10>


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:   8/26/99               By:  MARK E. MADDOCKS
      _____________________       ________________________
                                  Mark E. Maddocks
                                  Vice President, Finance
                                  (Principal Financial and Accounting Officer)


     Page 8 of 8


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-2000
<PERIOD-END>                               JUL-31-1999
<CASH>                                       9,508,529
<SECURITIES>                                         0
<RECEIVABLES>                               10,181,766
<ALLOWANCES>                                   400,000
<INVENTORY>                                  4,303,244
<CURRENT-ASSETS>                            24,239,228
<PP&E>                                       6,570,586
<DEPRECIATION>                               2,872,993
<TOTAL-ASSETS>                              27,945,476
<CURRENT-LIABILITIES>                        5,679,971
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     5,237,110
<OTHER-SE>                                  16,109,395
<TOTAL-LIABILITY-AND-EQUITY>                27,945,476
<SALES>                                     21,164,684
<TOTAL-REVENUES>                            21,164,684
<CGS>                                       15,414,747
<TOTAL-COSTS>                               15,414,747
<OTHER-EXPENSES>                               332,975
<LOSS-PROVISION>                              (55,782)
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              2,474,808
<INCOME-TAX>                                   944,000
<INCOME-CONTINUING>                          1,530,808
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,530,808
<EPS-BASIC>                                        .29
<EPS-DILUTED>                                      .25


</TABLE>



<PAGE>
                         APPROVED BY:  Mark E. Maddocks
                                       Chief Financial Officer
                                       Dataram Corporation
                                       (609) 799-0071

                             CONTACT:  Investor Relations:
                                       Cheryl Schneider/John Blackwell
                                       Press: Michael McMullan
                                       Morgen-Walke Associates, Inc.
                                       (212) 850-5600

           DATARAM REPORTS RECORD FIRST QUARTER EARNINGS

PRINCETON, NJ, August 12, 1999 -- Dataram Corporation (AMEX: DTM)
today reported record earnings for its first quarter ended July 31,
1999.

     For the fiscal 2000 first quarter, net earnings increased to
$1,531,000, or $0.25 per diluted share, versus $1,417,000, or $0.23
per diluted share for the first quarter of fiscal 1999.  Revenues of
$21.2 million were up 19% versus $17.8 million in the prior year's
first quarter.

     The Company noted that volume, measured in gigabytes shipped,
increased 60% in the first quarter compared to the prior year period.
The volume increase was mitigated by a 25% reduction in average
selling prices due to lower average DRAM prices.

     Robert V. Tarantino, Dataram's president and chief executive
officer, commented, "We are pleased to have once again achieved record
earnings marking our seventh consecutive quarter of year-over-year
earnings improvement. The market for high capacity memory products
remains strong and we continue to play an important role in meeting
the needs of the Internet server and workstation markets."

     Mr. Tarantino added, "We are on track to achieve our current year
goal of 20% annual earnings growth as the market for faster more
complex computer memory products continues to expand. DRAM prices have
recently stabilized and we are anticipating continued pricing
stability for the upcoming quarter. We have built a strong brand name
in the computer memory industry by producing quality products and
providing superior service and we will continue to stay focused on
using this strong brand recognition to further penetrate the gigabyte
memory market with high quality memory products."

                                     -more-


<PAGE>

DATARAM REPORTS RECORD FIRST QUARTER EARNINGS                Page: 2

     Mr. Tarantino continued, "We are making progress in expanding our
market presence with existing customers such as Access Graphics,
America Online and Wal-Mart as well as securing important new
customers such as Bell Microproducts, Nortel and Philips
Semiconductors. We have maintained our first to market advantage with
new product introductions, including recently, the highly promising
two gigabyte memory option for Sun Microsystems Inc.'s flagship
Enterprise server line."

     "In addition to expanding our core business, we continued to
foster new relationships with channel assemblers and original
equipment manufacturers (OEMs) during the first quarter. This market
segment offers substantial growth opportunities and, as we build
volume, will provide us with significant operating leverage allowing
us to maximize our manufacturing capabilities."

     Mr. Tarantino concluded,  "In another important development this
quarter, we entered into a licensing agreement with Dense-Pac
Microsystems allowing us to stack DRAMs (which doubles the amount of
memory we can place on a board) in our manufacturing facility versus
subcontracting this process. This action improves our competitiveness
by reducing the cost of these assemblies and increasing our ability to
respond to large OEM opportunities."

     During the first quarter of fiscal 1999, the Company increased
its share repurchase program. The Company purchased 69,700 shares of
its common stock in the first quarter bringing the total number of
shares purchased under the current program to 407,700 shares.

     Dataram Corporation is a leading provider of gigabyte memory
upgrades for workstations and network servers.  The Company
specializes in the manufacture of large-capacity memory boards for
Compaq/Digital, Dell, Hewlett-Packard, IBM, Intel, Silicon Graphics
and Sun Microsystems computers.


     The information provided in this press release may include forward-
looking statements relating to future events, such as the development of new
products, the commencement of production, or the future financial performance
of the Company. Actual results may differ from such projections and are
subject to certain risks including, without limitation, risks arising from:
changes in the price of memory chips, changes in the demand for memory systems
for workstations and servers, increased competition in the memory systems
industry, delays in developing and commercializing new products and other
factors described in the Company's most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission which can be reviewed at
http://www.sec.gov.

                  (Financial Tables To Follow)


<PAGE>

                           DATARAM CORPORATION AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF EARNINGS
                           (in thousands, except per share amounts)


                                             Three Months Ended
                                           7/31/99           7/31/98
                                          _________          _________
                                                 (Unaudited)

Revenues                                  $  21,165          $  17,750
Costs and expenses:
     Cost of sales                           15,415             12,270
     Engineering and development                333                331
     Selling, general and administrative      3,050              2,937
                                          _________          _________
                                             18,798             15,538

Earnings from operations                      2,367              2,212

Interest income, net                            108                116

Earnings before income taxes                  2,475              2,328
Income taxes                                    944                911
                                          _________          _________
Net earnings                              $   1,531          $   1,417
                                          =========          =========

Net earnings per share
     Basic                                $    0.29          $    0.25
                                          =========          =========
     Diluted                              $    0.25          $    0.23
                                          =========          =========

 Average number of shares outstanding
     Basic                                    5,218              5,563
                                          =========          =========
     Diluted                                  6,176              6,126
                                          =========          =========


                                 -more-


<PAGE>

                          DATARAM CORPORATION AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS
                                  (in thousands)

                                   July 31, 1999       April 30, 1999
                                   _____________       ______________

                                    (Unaudited)          (Audited)
ASSETS
   Current assets:
   Cash and cash equivalents        $   9,508            $   8,093
   Trade receivables, net               9,782               12,016
   Inventories                          4,303                3,290
   Other current assets                   646                  475
                                   _____________       ______________
        Total current assets           24,239               23,874

    Property and equipment, net         3,698                3,491

    Other assets                            9                    9
                                   _____________       ______________

                                    $  27,946            $  27,374
                                   =============       ==============



LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Accounts payable                    $   4,203           $   4,344
 Accrued liabilities                     1,477               2,092
                                   _____________       ______________
       Total current liabilities         5,680               6,436

Deferred income taxes                      919                 919

Stockholders' equity                    21,347              20,019
                                   _____________       ______________
                                     $  27,946           $  27,374
                                   =============       ==============


                                # # #





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