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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 7/31/02 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 3, 2002, there were 8,420,519 shares outstanding.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Dataram Corporation and Subsidiaries
Consolidated Balance Sheets
July 31, 2002 and April 30, 2002
(Unaudited)
July 31, 2002 April 30, 2002
Assets
Current Assets:
Cash and cash equivalents $ 4,371,243 $ 3,656,150
Trade receivables, less allowance
for doubtful accounts and sales returns
of $320,000 6,279,292 11,477,098
Inventories 4,465,536 5,435,069
Income tax receivable 662,000 700,000
Other current assets 486,433 531,680
__________ __________
Total current assets 16,264,504 21,799,997
Property and equipment, at cost:
Land (held for sale) 875,000 875,000
Machinery and equipment 17,233,036 17,150,925
__________ __________
18,108,036 18,025,925
Less: accumulated depreciation
and amortization 9,779,050 8,816,049
__________ __________
Net property and equipment 8,328,986 9,209,876
Other assets 438,626 407,626
Goodwill 11,144,000 11,144,000
__________ __________
$ 36,176,116 $ 42,561,499
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,507,477 $ 6,598,601
Accrued liabilities 2,249,027 1,688,119
__________ __________
Total current liabilities 5,756,504 8,286,720
Deferred income taxes 646,000 647,000
Long-term debt 1,500,000 3,800,000
__________ __________
Total liabilities 7,902,504 12,733,720
Stockholders' Equity:
Common stock, par value $1.00 per share.
Authorized 54,000,000 shares; issued and
outstanding 8,465,219 at July 31, 2002
8,493,819 at April 30, 2002 8,465,219 8,493,819
Additional paid in capital 4,408,397 4,405,296
Retained earnings 14,920,217 16,829,242
Accumulated other comprehensive income - 479,779 99,422
foreign currency translation adjustment __________ __________
Total stockholders' equity 28,273,612 29,827,779
__________ __________
$ 36,176,116 $ 42,561,499
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Operations
Three Months Ended July 31, 2002 and 2001
(Unaudited)
2002 2001
Revenues $ 14,281,078 $ 22,570,281
Costs and expenses:
Cost of sales 10,739,518 15,624,829
Engineering and development 381,208 594,182
Selling, general and administrative 4,537,000
6,056,119
Restructuring charges 740,000 1,200,000
Intangible asset amortization 0 297,000
__________ __________
16,397,726 23,772,130
Loss from operations (2,116,648) (1,201,849)
Interest income 12,000 95,656
Interest expense (55,876) (250,169)
__________ __________
Loss before income taxes (2,160,524) (1,356,362)
Income tax provision (benefit) (338,000) 405,000
__________ __________
Net loss $ (1,822,524) $ (1,761,362)
========== ==========
Net loss per share of common stock
Basic $ (.21) $ (.21)
========== ==========
Diluted $ (.21) $ (.21)
========== ==========
Weighted average number of common
shares outstanding
Basic 8,483,139 8,524,195
========== ==========
Diluted 8,483,139 8,524,195
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended July 31,2002 and 2001
(Unaudited)
2002 2001
Cash flows from operating activities:
Net loss $ (1,822,524) $ (1,761,362)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization 1,004,000 1,503,100
Bad debt expense (recovery) 48,874 (59,877)
Changes in assets and liabilities:
Decrease in trade receivables 5,148,932 6,331,862
Decrease in inventories 969,533 1,550,326
Decrease in income tax receivable 38,000 0
(Increase) decrease in
other current assets 45,247 (722,974)
Increase in other assets (31,000) (31,466)
Decrease in accounts payable (3,091,124) (4,292,907)
Increase(decrease) in accrued liabilities 560,908 (215,551)
Increase in income taxes payable 0 472,000
Decrease in deferred income taxes 1,000 0
__________ __________
Net cash provided by
operating activities 2,871,846 2,773,151
__________ __________
Cash flows from investing activities:
Additions to property and equipment, net (125,111) (474,869)
__________ __________
Cash flows from financing activities:
Payments under revolving line of credit (2,300,000) 0
Principal payment on short-term portion of debt 0 (500,000)
Principal payments under capital
lease obligations 0 (313,000)
Proceeds from sale of common shares under
stock option plan (including tax benefits) 28,125 201,675
Purchase and subsequent cancellation
of common stock (140,124) (51,243)
__________ __________
Net cash used in financing (2,411,999) (662,568)
activities __________ __________
Effect of foreign currency translation
on cash and cash equivalents 380,357 0
__________ __________
Net increase in cash
and cash equivalents 715,093 1,635,714
Cash and cash equivalents at
beginning of period 3,656,150 10,235,321
__________ __________
Cash and cash equivalents at
end of period $ 4,371,243 $ 11,871,035
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 55,876 $ 282,169
Income taxes $ 21,000 $ 230,000
See accompanying notes to consolidated financial statements.
Notes to Consolidated Financial Statements
July 31, 2002 and 2001
(Unaudited)
Basis of Presentation
The information for the three months ended July 31, 2002 and 2001, 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
accounting principles generally accepted in the United States of America. The
interim results are not necessarily indicative of results to be expected for
the full fiscal year. These financial statements should be read in conjunction
with the audited financial statements for the year ended April 30, 2002
included in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
Comprehensive Income (loss)
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income ("SFAS No. 130") requires that items defined as other comprehensive
income, such as unrealized investment gains and losses and translation gains
and losses, be separately classified in the consolidated financial statements
and that the accumulated balance of other comprehensive income (loss) be
reported separately from retained earnings and additional paid in capital in
the equity section of the consolidated balance sheet. Comprehensive loss for
the three months ended July 31, 2002 and 2001 was $1,442,000 and $1,847,000,
respectively.
Principles of consolidation
The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and
include the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated.
The Company's foreign subsidiaries' functional currency is the U.S. dollar as
the majority of revenues are received in U.S. dollars and a majority of
expenditures are made in U.S. dollars. The Company and its foreign
subsidiaries report in U.S. dollars. For subsidiaries that maintain their
accounts in currencies other than the U.S. dollar, the Company uses the
current method of translation whereby the statements of earnings are
translated using the average exchange rate and the assets and liabilities are
translated using the period end exchange rate. Foreign currency translation
gains or losses are recorded as a separate component of accumulated other
comprehensive income or loss. Foreign currency translation gains or losses are
included in the consolidated statement of earnings. For the three month
periods ended July 31, 2002 and 2001. the Company had no foreign currency
transaction gains or losses.
Restructuring charges
In fiscal 2003's first quarter, the Company initiated a restructuring of its
operations which resulted in a workforce reduction of approximately 24% and
certain other cost efficiencies. The Company recorded a restructuring charge
of $740,000, in the quarter ended July 31, 2002 which primarily relates to
severance payments. As of July 31, 2002, the Company had paid out
approximately $314,000 of the charges with the majority of the balance
expected to be paid in the Company's current fiscal year.
Also, in the first quarter of the prior fiscal year, the Company initiated a
restructuring of its operations which resulted in a workforce reduction of
approximately 25%. The Company recorded a restructuring charge of $1,200,000,
in the quarter ended July 31, 2001 which primarily related to severance
payments. All of the payments associated with the restructuring have been
paid.
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, 2002 and April 30,
2002 consist of the following categories:
July 31, 2002 April 30, 2002
________________ ______________
Raw material $ 2,586,000 $ 3,118,000
Work in process 261,000 182,000
Finished goods 1,619,000 2,135,000
________________ ______________
$ 4,466,000 $ 5,435,000
================ ==============
Financial information by geographic location
The Company operates in one business segment and develops, manufactures and
markets a variety of memory systems for use with servers, workstations,
desktop and notebook computers which are manufactured by various companies.
Revenues for the three month period ended July 31, 2002 by geographic region
is as follows:
Three months ended
July 31, 2002
________________
United States $ 9,077,000
Europe 3,950,000
Other (principally Asia Pacific Region) 1,254,000
________________
Consolidated $ 14,281,000
================
Long-lived assets (which consist of property and equipment, and goodwill) and
total assets by geographic region as of July 31, 2002 is as follows:
Long-lived assets Total assets
_________________ ______________
United States $ 4,823,000 $ 16,460,000
Europe 14,547,000 18,244,000
Other 103,000 1,472,000
_________________ ______________
Consolidated $ 19,473,000 $ 36,176,000
================= ==============
Long-term Debt
On April 16, 2001 the Company entered into a $10,000,000 term note ("term
note") and a $15,000,000 revolving credit line ("credit line") with a
commercial bank (together, referred to as the "credit facility"). The credit
facility contains financial covenants as defined in the agreement, which were
amended in January 2002 and which the Company was in compliance with at July
31, 2002. The term note was due in twenty quarterly installments of $500,000
until March 31, 2006. The Company repaid the term loan in its entirety in
January, 2002. As of July 31, 2002, the amount borrowed under the revolving
credit line is $1,500,000 and $13,500,000 remains available for borrowing The
revolving credit line is scheduled to expire in April 2004.
Significant Accounting Pronouncements
In June 2001, the FASB issued SFAS No. 143, "Accounting for Retirement
Obligations" (SFAS 143). SFAS 143 establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its
associated asset retirement cost. It also provides accounting guidance for
legal obligations associated with the retirement of tangible long-lived
assets. SFAS 143 is effective for fiscal years beginning after June 15, 2002,
with early adoption permitted. The Company currently is evaluating the
provisions of SFAS 143, but expects that the provisions will not have a
material impact on its operations and financial position upon adoption.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 supersedes SFAS 121,
but retains its fundamental provisions for the (a) recognition and measurement
of impairment of long-lived assets to be held and used, and (b) measurement of
long-lived assets to be disposed of by sale. SFAS 144 also supersedes the
accounting / reporting provisions of APB No. 30 for segments of a business to
be disposed of, but retains the requirement to report discontinued operations
separately from continuing operations and extends that reporting to a
component of an entity that either has been disposed of or is classified as
held for sale. SFAS 144 became effective for us on May 1, 2002. The adoption
of this statement did not have a material impact on our consolidated financial
statements.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" (SFAS 145). SFAS 145 updates, clarifies and simplifies existing
accounting pronouncements. SFAS 145 rescinds Statement No.4, which required
all gains and losses from extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of related income tax
effect. As a result, the criteria in APB No. 30 will now be used to classify
those gains and losses because Statement No. 4 has been rescinded. Statement
No. 44 was issued to establish accounting requirements for the effects of
transition to provisions of the Motor Carrier Act of 1980. Because the
transition has been completed, Statement No. 44 is no longer necessary.
SFAS 145 amends Statement No. 13 to require that certain lease modifications
that have economic effects similar to sale-leaseback transactions be accounted
for in the same manner as sale-leaseback transactions. This amendment is
consistent with FASB's goal of requiring similar accounting treatment for
transactions that have similar economic effects. SFAS 145 also makes technical
corrections to existing pronouncements. While those corrections are not
substantive in nature, in some instances, they may change accounting practice.
The Company adopted SFAS 145 effective May 1, 2002. The adoption of SFAS 145
did not have a material impact on our consolidated financial statements.
In July 2002, the Financial Accounting Standards Board issued SFAS no. 146,
Accounting for Costs Associated with Exit or Disposal Activities ("FAS 146").
FAS 146 reconsiders all of the guidance contained in EITF 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring). FAS 146
applies to costs associated with (a) certain termination benefits (so - called
one-time termination benefits), (b) costs to terminate a contract that is not
a capital lease, and (c) other associated costs including costs to consolidate
facilities or relocate employees. FAS 146, which may be adopted early, is
effective for exit and disposal activities initiated after December 31, 2002.
The Company is currently evaluating FAS 146 and is unable, at this time, to
determine the impact, if any, that might exist as a result of adopting this
standard.
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.
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 and Exchange Act of 1934, as amended. Actual results could
differ materially from those projected in the forward looking statements.
Liquidity and Capital Resources
The Company's cash and working capital position remain strong. As of July
31, 2002, cash and equivalents amounted to $4.4 million and working capital
amounted to $10.5 million, reflecting a current ratio of 2.8 compared to cash
and equivalents of $3.7 million and working capital of $13.5 million and a
current ratio of 2.6 as of April 30, 2002.
During the quarter ended July 31, 2002, the Company purchased and retired
38,600 shares of its common stock under its existing open market repurchase
plan at a total cost of $140,000. As of July 31, 2002, the total number of
shares authorized for purchase under the program is 159,150 shares. Management
expects that the Company will continue to repurchase shares in fiscal 2003.
On April 16, 2001 the Company entered into a $10,000,000 term note ("term
note") and a $15,000,000 revolving credit line ("credit line") with a
commercial bank (together, referred to as the "credit facility"). On January
21, 2002 the Company amended and restated its credit facility. The credit
facility contains financial covenants as defined in the agreement which the
Company was in compliance with at July 31, 2002. The term note was due in
twenty quarterly installments of $500,000 until March 31, 2006. The Company
repaid the term loan in its entirety in January, 2002. As of July 31, 2002,
the amount borrowed under the revolving credit line is $1,500,000 and
$13,500,000 remains available for borrowing. The revolving credit line is
scheduled to expire in April 2004. Management believes that the Company's
operating cash flows and availability under borrowings will be sufficient to
meet short term liquidity needs including contractual obligations as the
Company does not expect any unforeseen demands beyond general operating
requirements for cash. Management further believes that its working capital
together with internally generated funds from its operations and its bank line
of credit are adequate to finance the Company's long term operating needs and
future capital requirements.
On July 29, 2002, the Company entered into an agreement to sell its
undeveloped land for a price of $3.0 million. The agreement provides for
closing to occur no later than 30 months from the date of the contract.
Additionally, the agreement is subject to certain contingencies and as such
may be terminated prior to closing. The land is carried at cost on the
Company's balance sheet at a value of $875,000 and is shown as an asset held
for sale. The resulting gain on the sale will be recorded upon consummation of
the transaction and when all contingencies have been satisfied.
Future minimum lease payments under noncancellable operating leases (with
initial or remaining lease terms in excess of one year) as of April 30, 2002
are as follows:
Operating leases
Year ending April 30: ________________
2003 $ 1,312
2004 1,108
2005 1,127
2006 1,113
2007 855
Thereafter 2,214
Total minimum lease payments $ 7,729
Results of Operations
Revenues for the three month period ending July 31, 2002 were $14,281,000
compared to revenues of $22,570,000 for the comparable prior year period. The
decrease in revenues was the result of decreased demand of our memory
products, driven by the continued economic slow down. During the quarter ended
July 31, 2002, the price of Dynamic Random Access Memory (DRAM) chips, the
primary raw material used in the Company's products, declined by approximately
27%. As a result of this decline, average selling prices for the Company's
products in this year's first quarter have declined by approximately 29% from
the comparable prior year period, which has unfavorably impacted revenues.
Cost of sales for the first quarter were 75% of revenues versus 69% for
the same prior year period. The increase in cost of sales as a percentage of
revenues is attributable to the fact that the Company's average selling prices
for its products did not decline at the same rate that its primary raw
material (DRAM) costs declined. Additionally, the Company also has
manufacturing capacity that is not being fully utilized, therefore all fixed
cost are not being absorbed at current production levels.
Engineering and development costs in fiscal 2003's first quarter were
$381,000 versus $594,000 for the same prior year period. The decrease in
expense is primarily attributable to the reduced number of employees as a
result of the restructurings. The Company intends to maintain its commitment
to the timely introduction of new memory products as workstations and
computers are introduced.
Selling, general and administrative costs in fiscal 2003's first quarter
increased to 32% of revenues from 27% for the same prior year period. Three
month total expenditures decreased by $1,519,000 from the comparable prior
year period. The majority of selling, general and administrative costs are
fixed, therefore as revenue decreases the percent to revenue of these cost
increases. The reduction of total expenses is mainly the result of the
aforementioned reduction in workforce.
In fiscal 2002's first quarter and again in fiscal 2003's first quarter,
the Company initiated restructurings of its operations which resulted in
workforce reductions of approximately 25% and 24%, respectively as well as
certain other cost efficiencies. The Company recorded a restructuring charge
of $740,000 in the quarter ended July 31, 2002, which primarily relates to
severance payments. As of July 31, 2002, the Company had paid out
approximately $314,000 of the charges with the majority of the balance
expected to be paid in the Company's current fiscal year.
In fiscal 2002's first quarter, the Company recorded a restructuring
charge of $1,200,000, which primarily related to severance payments. All of
the payments associated with that restructuring have been paid.
Intangible asset amortization recorded in fiscal 2003's first quarter was
nil versus $297,000 in fiscal 2002's first quarter. The Company conducted an
evaluation of its intangible assets in the third quarter of fiscal 2002. The
evaluation resulted in a one-time charge of $5,300,000, which reduced the
carrying value of its intangible assets to zero.
Other income (expense), net totaled ($44,000) and ($155,000) for fiscal
2003 and 2002 first quarter, respectively. Other income (expense), net in
fiscal 2003's first quarter consisted of interest expense of $56,000 and
interest income of $12,000. Fiscal 2002's first quarter other income
(expense), net of $155,000 consisted of interest expense of $250,000 and
interest income of $96,000.
Income tax expense (benefit) in fiscal 2003's first quarter was a benefit
of ($338,000) versus income tax expense of $405,000 in the comparable prior
year period. In fiscal 2003 the tax benefit has only been recognized on the
loss realized in the United States. For fiscal 2002, income tax expense was
recognized on income realized in the United States and no income tax benefit
was recognized for losses incurred in international subsidiaries.
Critical Accounting Policies
The Company's accounting policies are described in Note 1 to the notes to
the April 30, 2002 Consolidated Financial Statements filed on the Company's
most recent Form 10-K and there have been no material changes to such
policies.
Internal Controls
During the period covered by this interim report, the Company's chief
executive officer and its chief financial officer have evaluated the
effectiveness of the Company's disclosure controls and procedures and have
determined that they are adequate to insure a fair presentation, in all
material respects, of the financial position, results of operations and
statements of cash flows of the Company and there have been no material
changes to such controls and procedures.
The information provided in this interim 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
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.
PART II: OTHER INFORMATION
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
27 (a). Press Release reporting results of First Quarter, Fiscal Year
2003 (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: September 5, 2002 By: MARK E. MADDOCKS
______________________ _____________________
Mark E. Maddocks
Vice President, Finance
(Principal Financial Officer)
CERTIFICATIONS
______________
I, Robert Tarantino, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dataram Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: September 5, 2002
ROBERT TARANTINO
_______________________
Robert Tarantino
President and Chief Executive Officer
I, Mark Maddocks, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Dataram Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: September 5, 2002
MARK MADDOCKS
_______________________
Mark Maddocks
Vice President, Finance
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