-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKeZ0JD7PFi0l+XqaL4OgG3of6+xYlb03CA7qhc0Gm4AYP34XgC1gzM+ovwKKB1A 4WhKX9JZSuAYg4BtQ8+53Q== 0001001746-03-000013.txt : 20030618 0001001746-03-000013.hdr.sgml : 20030618 20030618101857 ACCESSION NUMBER: 0001001746-03-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030618 ITEM INFORMATION: Other events FILED AS OF DATE: 20030618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DATARAM CORP CENTRAL INDEX KEY: 0000027093 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 221831409 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08266 FILM NUMBER: 03748165 BUSINESS ADDRESS: STREET 1: P O BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 BUSINESS PHONE: 6097990071 MAIL ADDRESS: STREET 1: PO BOX 7528 CITY: PRINCETON STATE: NJ ZIP: 08543 8-K 1 k8618.txt 8-K FOR JUNE 18, 2003 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: June 18, 2003 DATARAM CORPORATION __________________________________________________________________________ (Exact name of registrant as specified in charter) New Jersey 1-8266 22-1831409 __________________________________________________________________________ (State or other juris- (Commission File No.) (IRS Employer diction of incorporation) Identification No.) Route 571, P.O. Box 7528, Princeton, NJ 08543-7528 __________________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 799-0071 __________________________________________________________________________ (Former name or former address, if changed since last report) Item 7. Financial Statements and Exhibits. Included in this report is the following exhibit: Exhibit 99. Press Release dated June 18, 2003 announcing the fourth fiscal quarter and completed fiscal year results of operations. Item 12. Results of Operations and Financial Condition On June 18, 2003 Dataram Corporation announced the results of operations for the fourth fiscal quarter and the completed fiscal year. A copy of this public announcement is attached as an exhibit. An associated dial-in conference call occurred on the date of the announcement's release which was itself publicly announced and broadly accessible to the public. Further information about the Company is available at www.dataram.com. The information provided in this report 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, 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 and at http://www.dataram.com. SIGNATURE 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, hereunto duly authorized. DATARAM CORPORATION By: MARK MADDOCKS Date: June 18, 2003 _________________________________ Mark Maddocks, Vice President, Finance and Chief Financial Officer EX-99 3 pr618.txt PRESS RELEASE DATED JUNE 18, 2003 DATARAM PRESS RELEASE Dataram Contact: Investor Contact: Mark Maddocks, Joe Zappulla Chief Financial Officer Wall Street Investor Relations Corp. 609-799-0071 212-714-2445 info@dataram.com JZappulla@WallStreetIR.com DATARAM REPORTS FOURTH QUARTER FINANCIAL RESULTS PRINCETON, N.J. June 18, 2003 - Dataram Corporation (NASDAQ: DRAM) today reported its financial results for the fourth quarter and fiscal year ended April 30, 2003. Revenues for the fourth quarter were $12.5 million compared to third quarter revenues of $12.8 million and revenues of $19.8 million for the fourth quarter of the previous fiscal year. During the fourth quarter, the Company announced a restructuring of its operations. As part of the restructuring, the Company ceased production of memory for the PC market and closed its production facility in Aarhus, Denmark. The Company has consolidated all manufacturing into its facility located in Bucks County, Pennsylvania. As a result, the Company reduced its workforce by approximately 28 percent and incurred a consolidated pretax charge of approximately $3.8 million in the fourth quarter, which consists primarily of additional depreciation and amortization of fixed assets, a provision for leasehold impairment, a write down of PC related inventory and severance payments. Additionally, the Company wrote-off its purchased goodwill of approximately $11.1 million. Of these amounts, $300,000 has been charged to cost of sales, with the balance recorded as restructuring charges of $3.1 million and asset impairment charges of $11.5 million, which is net of the effect of certain foreign exchange translation gains. The Company's net loss, inclusive of these charges, was $12.7 million or $1.50 per share for the quarter. This compares to a net loss of $793,000 or $0.09 per share in the third quarter of fiscal year 2003 and a net loss of $1.7 million or $0.20 per share in the fourth quarter of last fiscal year. The net loss for the fiscal year was $15.6 million or $1.84 per share compared to a net loss of $8.1 million or $0.95 per share in the prior comparable period. Robert Tarantino, Dataram's chairman and CEO, commented, "Throughout fiscal 2002 and 2003 we have generated positive cash flow from operations and paid off more than $15 million of debt. The actions we took in the fourth quarter are expected to reduce our operating costs by approximately $7 million, annually. Our production capacity in the U.S. is more than sufficient to meet current levels of demand. Our U.S. operation, coupled with our European distribution center, can produce and deliver orders anywhere in the world, usually within 24 hours." Mark Maddocks, Dataram's vice president of finance and CFO, stated, "Dataram's financial condition remains strong. We have generated positive cash flow during a two year period of economic weakness and delivered solid balance sheet metrics. The Company has no long-term debt, a current ratio of 2.5-to-1 and a quick ratio of 1.4-to-1. Additionally, we carry a tax receivable of $3.1 million on the balance sheet, which we expect to receive in the next few months and our undeveloped property, which is carried on our books for $875,000, is contracted for sale for $3 million." Mr. Tarantino concluded, "We remain confident in our long-term prospects and our ability to meet improved demand for our products. Our management team is focused on growing revenue, managing operating costs and returning to profitability. The memory market has shown signs of recovery in recent months and sales are in line with our expectations. Looking forward, we are encouraged by current business trends and, coupled with the costs savings associated with our fourth quarter restructuring, we expect to operate profitably in fiscal 2004." Dataram will conduct a conference call today at 4:15 p.m. (EDT) today to present its fourth quarter and full fiscal year financial results and to respond to investor questions. Interested shareholders may participate in the call by dialing 800-883-9624 and providing the following reservation number: 21151433. It is recommended that participants call 10 minutes before the conference call is scheduled to begin. The conference call can also be accessed over the Internet through Vcall at www.vcall.com. A replay of the call will be available approximately one hour after the completion of the conference call through Vcall and for 24 hours by dialing 800-633-8284 or 402- 977-9140 and entering the reservation number listed above. ABOUT DATARAM CORPORATION Dataram is a worldwide leader in the design and manufacture of high capacity, reliable and innovative memory solutions. With over 36 years experience Dataram provides customized memory solutions for OEMs and compatible memory for leading brands including HP/Compaq, Dell, IBM, SGI, Sun Microsystems and Intel. For more information about Dataram, visit www.dataram.com 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, 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 Follow DATARAM CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Quarter Ended Year Ended 4/30/2003 4/30/2002 4/30/2003 4/30/2002 Revenues $ 12,520 $ 19,801 $ 53,529 $ 81,190 Costs and expenses: Cost of sales 9,734 16,514 39,529 56,737 Engineering and development 383 393 1,539 1,839 Selling, general and administrative 4,056 4,973 17,204 21,532 Asset impairment charge 11,535 0 11,535 5,856 Restructuring charges 3,065 0 3,805 1,200 ________ ________ ________ ________ 28,773 21,880 73,612 87,164 Loss from operations (16,253) (2,079) (20,083) (5,974) Interest expense, net (28) (91) (84) (916) ________ ________ ________ ________ Loss before income taxes (16,281) (2,170) (20,167) (6,890) Income tax provision (benefit) (3,546) (453) (4,563) 1,211 ________ ________ ________ ________ Net loss $ (12,735) $ (1,717) $ (15,604) $ (8,101) ======== ======== ======== ======== Net loss per share: Basic $ (1.50) $ (0.20) $ (1.84) $ (0.95) ======== ======== ======== ======== Diluted $ (1.50) $ (0.20) $ (1.84) $ (0.95) ======== ======== ======== ======== Average number of shares outstanding: Basic 8,502 8,490 8,500 8,487 ======== ======== ======== ======== Diluted 8,502 8,490 8,500 8,487 ======== ======== ======== ======== DATARAM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) April 30, 2003 April 30, 2002 ______________ _____________ ASSETS Current assets: Cash and cash equivalents $ 2,500 $ 3,656 Trade receivables, net 6,292 11,478 Inventories 2,855 5,435 Income tax receivable 3,138 699 Other current assets 834 532 __________ _________ Total current assets 15,619 21,800 Property and equipment, net 4,564 9,210 Goodwill 0 11,144 Other assets 24 408 __________ _________ $ 20,207 $ 42,562 ========== ========== LIABILITIES AND STOCKHOLDERS'' EQUITY Current liabilities: Accounts payable 3,207 6,600 Accrued liabilities 2,978 1,687 __________ _________ Total current liabilities 6,185 8,287 Deferred income taxes 0 647 Long-term debt 0 3,800 Stockholders'' equity 14,022 29,828 __________ _________ $ 20,207 $ 42,562 ========== ========== -----END PRIVACY-ENHANCED MESSAGE-----