-----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, ViwEvq+iskRvd6zrgRxmQSi+QP7vN5l+hBmqUW61vlRzx5PeHva7Bco3rqZA+FT+ uXkp1VZyZTGjXwJzQARzJw== 0001001746-08-000020.txt : 20080827 0001001746-08-000020.hdr.sgml : 20080827 20080827100332 ACCESSION NUMBER: 0001001746-08-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080827 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080827 DATE AS OF CHANGE: 20080827 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: 081040780 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: 08543-7528 8-K 1 k80827.txt CURRENT REPORT-RESULTS OF OPERATIONS UNITED STATES 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 (Date of earliest event reported): August 27, 2008 DATARAM CORPORATION ___________________________________________________________________________ (Exact name of registrant as specified in charter) New Jersey 1-8266 22-18314-09 ___________________________________________________________________________ State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Route 571, P. O. Box 7258, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.02. Results of Operations and Financial Condition. On August 27, 2008 Dataram Corporation announced the results of operations for the first fiscal quarter ended July 31,2008. A copy of this public announcement is furnished as an exhibit. Further information about the Company is available at http://www.dataram.com. The information provided in the attached press release and in this report may include forward-looking statements relating to future events, such as the development of new products, the pricing and availability of raw materials, 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, order cancellations, 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. Section 9 - Financial Statements and Exhibits. Item 9.01. Exhibits. 99 Press Release dated August 27, 2008 announcing first quarter results of operations. (Furnished not filed) 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: August 27, 2008 _____________________________________ Mark Maddocks, Vice President-Finance and Chief Financial Officer EX-99 2 q1pr2009.txt PRESS RELEASE-FIRST QUARTER RESULTS PRESS RELEASE Dataram Contact: Mark Maddocks Vice President-Finance, CFO 609-799-0071 info@dataram.com DATARAM REPORTS FISCAL 2009 FIRST QUARTER FINANCIAL RESULTS PRINCETON, N.J. August 27, 2008 - Dataram Corporation (NASDAQ: DRAM) today reported its financial results for its fiscal first quarter ended July 31, 2008. Revenues for the first quarter were $7,563,000, which compares to $7,045,000 for the prior quarter and $8,617,000 for the comparable prior year period. John H. Freeman, Dataram's president and CEO commented, "There has been some relief from the severe pressure on the selling prices of computer memory experienced during our last fiscal year. As a result, we have been able to achieve quarterly revenue growth for the last two quarters. While we achieved a sequential quarterly growth rate of approximately 7% this fiscal quarter, driving further meaningful revenue growth remains a top priority." Mr. Freeman continued, "As I recently stated in our Fiscal 2008 annual report, the Company's Board of Directors and I are implementing a strategy to introduce new and complementary products into our offerings portfolio and our plan for this fiscal year calls for a large portion of the profits derived from our memory solutions business to finance the expenses and investments required for this effort. We are currently focusing on the development of certain high performance storage products. In our fiscal first quarter, we incurred approximately $244,000 of total expense in that area, of which, approximately $121,000 represented a non-cash expense for stock options issued to a privately held company to acquire certain of their patents and other intellectual property. We expect to make further 'investments in this area." The Company incurred a net loss for the first quarter of the current fiscal year of $606,000, or $0.07 per diluted share, which compares to net earnings of $406,000, or $0.05 per diluted share for the comparable prior year period. In addition to the expenses discussed above, the current fiscal year's first quarter net loss includes a charge to selling, general and administrative expense 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. Management expects no further costs will be incurred for this matter. The Company accrues federal and state income taxes at a combined rate of approximately 39 percent. However, since the Company entered the fiscal year with a federal net operating loss ("NOL") carryforward of approximately $1.5 million, the Company actually pays income taxes at a rate of approximately 10 percent as it utilizes the tax benefits of its NOL carryforward. Mr. Freeman concluded, "Our financial condition remains strong. Our current ratio is 10.1 and our tangible book value is $2.62 per share of which cash and equivalents total $1.84 per share. I look forward to reporting on our progress next quarter." ABOUT DATARAM CORPORATION Dataram is a worldwide leader in the design and manufacture of high capacity, reliable and innovative memory solutions. With over 40 years of experience, Dataram provides customized memory solutions for OEMs and compatible memory for leading brands including HP, Dell, IBM, 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, pricing and availability of raw materials 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, order cancellations, 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 CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) First Quarter Ended July 31, ____________________________ 2008 2007 Revenues $ 7,563 $ 8,617 Costs and expenses: Cost of sales 4,936 5,579 Engineering 332 302 Research and development 212 - Selling, general and administrative 3,057 2,221 Stock-based compensation expense* 126 93 ____________ ____________ 8,663 8,195 ____________ ____________ Earnings (loss) from operations (1,100) 422 Other income 109 219 ____________ ____________ Earnings (loss before income taxes (991) 641 Income tax provision (benefit) (385) 235 ____________ ____________ Net earnings (loss) $ (606) $ 406 ============ ============ Net earnings (loss) per share: Basic $ (.07) $ .05 ============ ============ Diluted $ (.07) $ .05 ============ ============ Weighted average number of shares outstanding: Basic 8,869 8,738 ============ ============ Diluted 8,869 8,878 ============ ============ *Stock-based compensation expense is recorded as a component of selling, general and administrative expenses in the Company's financial statements filed with the Securities and Exchange Commission on Form 10-K. DATARAM CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) July 31, 2008 April 30, 2008 ASSETS Current assets Cash and cash equivalents $ 16,352 $ 17,642 Accounts receivable, net 3,789 4,047 Inventories 2,183 1,977 Deferred income taxes 1,132 1,101 Other current assets 357 98 __________________________________ Total current assets 23,813 24,865 Deferred income taxes 783 480 Property and equipment, net 878 686 Other assets 143 79 _________________________________ Total assets $ 25,617 $ 26,110 ================================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 1,476 $ 1,789 Accrued liabilities 880 702 _________________________________ Total current liabilities 2,356 2,491 Stockholders' equity 23,261 23,619 _________________________________ Total liabilities and stockholders' equity $ 25,617 $ 26,110 ================================= -----END PRIVACY-ENHANCED MESSAGE-----