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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 7/31/03 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
_____ _____
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, 2003, there were 8,497,219 shares outstanding.
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Dataram Corporation and Subsidiaries
Consolidated Balance Sheets
July 31, 2003 and April 30, 2003
(Unaudited)
July 31, 2003 April 30, 2003
Assets
Current Assets:
Cash and cash equivalents $ 2,068,366 $ 2,500,497
Trade receivables, less allowance
for doubtful accounts and sales returns
of $320,000 4,850,159 6,292,059
Income tax receivable 3,137,983 3,137,983
Inventories 2,630,639 2,854,860
Deferred income taxes 723,000 723,000
Other current assets 347,225 110,720
__________ __________
Total current assets 13,757,372 15,619,119
Property and equipment, at cost:
Land (held for sale) 875,000 875,000
Machinery and equipment 12,261,681 12,576,271
__________ __________
13,136,681 13,451,271
Less: accumulated depreciation
and amortization 9,006,125 8,887,181
__________ __________
Net property and equipment 4,130,556 4,564,090
Other assets 46,131 24,126
__________ __________
$ 17,934,059 $ 20,207,335
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 2,677,960 $ 3,207,446
Accrued liabilities 1,063,548 2,978,704
__________ __________
Total current liabilities 3,741,508 6,185,704
Stockholders' Equity:
Common stock, par value $1.00 per share.
Authorized 54,000,000 shares; issued and
outstanding 8,497,219 at July 31, 2003
and April 30, 2003 8,497,219 8,497,219
Additional paid in capital 4,593,851 4,593,851
Retained earnings 1,101,481 930,561
__________ __________
Total stockholders' equity 14,192,551 14,021,631
__________ __________
$ 17,934,059 $ 20,207,335
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiary
Consolidated Statements of Operations
Three Months Ended July 31, 2003 and 2002
(Unaudited)
2003 2002
Revenues $ 12,266,796 $ 14,281,078
Costs and expenses:
Cost of sales 8,817,749 10,739,518
Engineering and development 332,741 381,208
Selling, general and administrative 2,979,880 4,537,000
Restructuring charges 0 740,000
__________ __________
12,130,370 16,397,726
Earnings (loss) from operations 136,426 (2,116,648)
Other income (expense)
Interest income (expense), net 1,479 (43,876)
Other income (expense), net 48,015 0
__________ __________
Total other income (expense) 49,494 (43,876)
Earnings (loss) before income taxes 185,920 (2,160,524)
Income tax provision (benefit) 15,000 (338,000)
__________ __________
Net earnings (loss) $ 170,920 $ (1,822,524)
========== ==========
Net earnings (loss) per share of common stock
Basic $ .02 $ (.21)
========== ==========
Diluted $ .02 $ (.21)
========== ==========
Weighted average number of common
shares outstanding
Basic 8,497,219 8,483,139
========== ==========
Diluted 8,617,124 8,483,139
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended July 31, 2003 and 2002
(Unaudited)
2003 2002
Cash flows from operating activities:
Net income (loss) $ 170,920 $ (1,822,524)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 447,266 1,004,000
Bad debt expense 5,837 48,874
Changes in assets and liabilities:
Decrease in trade receivables 1,436,063 5,148,932
Decrease in inventories 224,221 969,533
Decrease in income tax receivable 0 38,000
(Increase) decrease in
other current assets (236,505) 45,247
Increase in other assets (22,005) (31,000)
Decrease in accounts payable (529,486) (3,091,124)
(Decrease) increase in
accrued liabilities (1,915,156) 560,908
Decrease in deferred income taxes 0 1,000
__________ __________
Net cash (used in)provided by
operating activities (418,399) 2,871,846
___________ __________
Cash flows used in investing activities-
Additions to property and equipment, net (13,732) (125,111)
___________ __________
Cash flows from financing activities:
Borrowings (payments) under revolving
credit line 0 (2,300,000)
Proceeds from sale of common shares under
stock option plan, (including tax benefits) 0 28,125
Purchase and subsequent cancellation
of common stock 0 (140,124)
__________ __________
Net cash used in financing 0 (2,411,999)
activities __________ __________
Effect of foreign currency translation
on cash and cash equivalents 0 380,357
__________ __________
Net (decrease) increase in cash and
cash equivalents (432,131) 715,093
Cash and cash equivalents at
beginning of period 2,500,497 3,656,150
__________ __________
Cash and cash equivalents at
end of period $ 2,068,366 $ 4,371,243
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 15,716 $ 55,876
Income taxes $ 0 $ 21,000
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Notes to Consolidated Financial Statements
July 31, 2003 and 2002
(Unaudited)
Basis of Presentation
The information for the three months ended July 31, 2003 and 2002, 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, 2003
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 income
(loss) for the three months ended July 31, 2003 and 2002 was $171,000 and
($1,442,000), respectively.
Earnings Per Common Share
Basic earnings per share is computed by dividing the net income (loss)
available to common stockholders by the weighted average number of shares of
Common Stock issued and outstanding during the periods. For purposes of
calculating diluted earnings per share for the three months ended July 31,
2003, the denominator includes both the weighted average number of shares of
Common Stock outstanding and the number of dilutive Common Stock equivalents.
The number of dilutive Common Stock equivalents includes the effect of non-
qualified stock options calculated using the treasury stock method. For
purposes of calculating diluted loss per share for the three months ended July
31, 2002, the denominator excludes the number of dilutive Common Stock
equivalents as their affect would be anti-dilutive.
Stock Based Compensation
As permitted by the Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock Based Compensation", the Company accounts for
stock-based compensation arrangements in accordance with provisions of
Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock
Issued to Employees". Compensation expense for stock options issued to
employees is based on the difference on the date of grant, between the fair
value of the Company's stock and the exercise price of the option. No stock-
based employee compensation cost is reflected in net income (loss), as all
options granted under those plans had exercise prices equal to the market
value of the underlying common stock at the date of grant.
In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure, an amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS
No. 123, "Accounting for Stock-Based Compensation," to provide alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require prominent
disclosure in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The provisions of SFAS No. 148 are effective for
fiscal years ending after December 15, 2002 and the interim disclosure
provisions are effective for interim periods beginning after December 15,
2002. The Company continues to apply the intrinsic-value based method to
account for stock options.
The following table illustrates the effect on net earnings (loss) and earnings
(loss) per share if the Company had applied the fair value recognition
provisions of SFAS No. 123 to stock based compensation:
Three Months Ended
July 31,
-------------------------
2003 2002
----------- -----------
Net earnings (loss) as reported $ 170,920 $(1,822,524)
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects .... (149,146) (254,381)
----------- -----------
Pro forma net earnings (loss) .... $ 21,774 $(2,076,905)
=========== ===========
Earnings (loss) per share:
Basic - as reported ........... $ 0.02 $ (0.21)
=========== ===========
Basic - pro forma ............. $ 0.00 $ (0.24)
=========== ===========
Diluted - as reported ......... $ 0.02 $ (0.21)
=========== ===========
Diluted - pro forma ........... $ 0.00 $ (0.24)
=========== ===========
Restructuring charges
In fiscal 2003's first quarter, the Company initiated a restructuring of its
operations. The Company recorded a restructuring charge of $740,000, in the
quarter ended July 31, 2002, which primarily related to severance payments.
All of the severance payments were paid during fiscal year 2003.
During the fourth quarter of fiscal 2003, the Company announced an additional
restructuring of its operations. As part of this restructuring, the Company
ceased production of memory for the PC market and closed its production
facility in Aarhus, Denmark. As part of the restructuring, the Company entered
into lease termination agreements totaling approximately $1,000,000 which were
paid in the first quarter of fiscal 2004. The Company also incurred severance
payments obligations totaling approximately $850,000. As of July 31, 2003,
severance payments totaling $730,000 have been made, with the balance of
approximately $120,000 expected to be paid out by the end of the second
quarter of fiscal 2004.
Cash and cash equivalents
Cash and cash equivalents consist of unrestricted cash, money market funds 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, 2003 and April 30,
2003 consist of the following categories:
July 31, 2003 April 30, 2003
________________ ______________
Raw material $ 1,101,000 $ 1,972,000
Work in process 130,000 39,000
Finished goods 1,400,000 844,000
________________ ______________
$ 2,631,000 $ 2,855,000
================ ==============
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 network servers and
workstations which are manufactured by various companies. Revenues for the
three months ended July 31, 2003 and 2002 by geographic region is as follows:
Three months Three months
ended ended
July 31, 2003 July 31, 2002
________________ ________________
United States $ 8,015,000 $ 9,077,000
Europe 2,749,000 3,950,000
Other (principally Asia Pacific Region) 1,503,000 1,254,000
________________ ________________
Consolidated $ 12,267,000 $ 14,281,000
================ ================
Long-lived assets consist of property and equipment as of July 31, 2003. Long-
lived assets and total assets by geographic region as of July 31, 2003 is as
follows:
July 31, 2003
Long-lived assets Total assets
_________________ ______________
United States $ 4,040,000 $ 17,076,000
Europe 91,000 829,000
Other 0 29,000
_________________ ______________
Consolidated $ 4,131,000 $ 17,934,000
================= ==============
Significant New Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board ("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 was effective for the
Company's fiscal year beginning after May 1, 2003. The adoption of SFAS No.
143 did not have a material impact on the Company's operations and financial
position upon adoption.
In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The Company does not
expect FIN 46 to have a material effect on its consolidated financial
statements.
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. 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.
Liquidity and Capital Resources
The Company's cash and working capital position remain strong. As of July
31, 2003, cash and equivalents amounted to $2.1 million and working capital
amounted to $10.0 million, reflecting a current ratio of 3.7 compared to cash
and equivalents of $2.5 million and working capital of $9.4 million and a
current ratio of 2.5 as of April 30, 2003. Subsequent to the end of the July
2003 quarter, the Company received approximately $3.0 million of its income
tax receivable.
On June 15, 1999 the Company announced an open market repurchase plan
providing for the repurchase of up to 500,000 shares of the Company's common
stock. On December 4, 2002, the Company announced a second plan providing for
the repurchase of up to an additional 500,000 shares. As of July 31, 2003, the
total number of shares authorized for purchase under the program is 535,150
shares. The Company did not purchase any shares during the first quarter of
Fiscal 2004.
As a result of the restructuring initiated in April 2003, the Company
entered into lease termination agreements totaling approximately $1 million
and had severance obligations totaling approximately $850,000 as of April 30,
2003. The lease termination obligations were paid in the first quarter of
fiscal 2004. Approximately $730,000 of the severance obligations were paid by
July 31, 2003 with the balance of approximately $120,000 scheduled to be paid
in the second quarter of fiscal 2004.
Management believes that the Company's operating cash flows will be
sufficient to meet short term liquidity needs as the Company does not expect
any unforeseen demands beyond general operating requirements. Management
further believes that its working capital together with internally generated
funds from its operations 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, 2003
are as follows:
Operating leases
Year ending April 30: ________________
2004 $ 552,000
2005 572,000
2006 486,000
2007 48,000
Thereafter 0
Total minimum lease payments $ 1,658,000
The Company has no other material commitments.
Results of Operations
Revenues for the three-month period ending July 31, 2003 were $12,267,000
compared to revenues of $14,281,000 for the comparable prior year period. The
decrease in revenues was the result of lower unit volume, as measured by
gigabytes shipped, of approximately 19% offset by an average selling price
increase of approximately 6%. The decrease in volume is primarily attributable
to the Company's previously announced decision to cease offering memory for
the PC market. Revenues for the three month periods ended July 31, 2003 and
2002 by geographic region were:
Three months Three months
ended ended
July 31, 2003 July 31, 2002
________________ ________________
United States $ 8,015,000 $ 9,077,000
Europe 2,749,000 3,950,000
Other (principally Asia Pacific Region) 1,503,000 1,254,000
________________ ________________
Consolidated $ 12,267,000 $ 14,281,000
================ ================
Cost of sales for the first quarter fiscal 2004 were 72% of revenues,
versus 75% same prior year period. The decrease in cost of sales as a
percentage of revenues is primarily the result of increased utilization of
manufacturing capacity as the result of the Company's closure of its
manufacturing facility in Denmark at the end of fiscal 2003. The Company also
stopped selling PC memory, which generally carried lower margins than memory
for workstations and network servers.
Engineering and development costs in fiscal 2004's first quarter were
$333,000, versus $381,000 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 new computers are
introduced.
Selling, general and administrative costs in fiscal 2004's first quarter
decreased to 24% of revenues, versus 32% for the same prior year period. Total
expenditures decreased by $1,557,000 from the comparable prior year period.
The reduction of total expenses is primarily the result of the aforementioned
restructurings and reduction in workforce.
Other income (expense), net for the first quarter fiscal 2004 totaled
$49,000 income, versus ($44,000) expense for the same prior year period.
Other income (expense), net in fiscal 2004's first quarter consisted primarily
of $40,000 of gain on the sale of certain assets. Fiscal 2003's first quarter
other income (expense) of ($44,000) consisted primarily of interest expense.
The Company had no interest expense in the first quarter of fiscal 2004 as it
had no debt.
Income tax expense (benefit) for the first quarter fiscal 2004 was
$15,000 expense versus ($338,000) benefit in the comparable prior year period.
In fiscal 2004's first quarter the tax expense is a provision for state tax
only as the Company has a Federal net operating loss carry forward of
approximately $16.0 million, which can be used to offset future taxable income
for federal income tax. In fiscal 2003's first quarter the Company recorded a
tax benefit on the losses sustained in its US operations.
Critical Accounting Policies
During December 2001, the Securities and Exchange Commission ("SEC")
published a Commission Statement in the form of Financial Reporting Release
No. 60 which encouraged that all registrants discuss their most "critical
accounting policies" in management's discussion and analysis of financial
condition and results of operations. The SEC has defined critical accounting
policies as those that are both important to the portrayal of a company's
financial condition and results, and that require management's most difficult,
subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. While the
Company's significant accounting policies are summarized in Note 1 to the
consolidated financial statements included in the Company's Form 10-K for the
fiscal year ended April 30, 2003, the Company believes the following
accounting policies to be critical:
Revenue Recognition-Revenue is recognized upon shipment of goods to
customers. The Company's revenue earning activities involve delivering or
producing goods, and revenues are considered to be earned when the Company has
completed the process by which it is entitled to such revenues. The following
criteria are used for revenue recognition: persuasive evidence of an
arrangement exists, delivery has occurred, selling price is fixed or
determinable and collection is reasonably assured. Estimated warranty costs
are accrued by management upon product shipment based on an estimate of future
warranty claims.
Income Taxes-The Company utilizes the asset and liability method of
accounting for income taxes in accordance with the provisions of 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.
Use of Estimates- The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, including deferred tax asset valuation
allowances and certain other reserves 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. Estimates and
assumptions are reviewed periodically and the effects of revisions are
reflected in the consolidated financial statements in the period they are
determined to be necessary. Some of the more significant estimates made by
management include the allowance for doubtful accounts and sales returns, the
deferred tax asset valuation allowance and other operating allowances and
accruals. Actual results could differ from those estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company does not invest in market risk sensitive instruments. The
Company's investments during the past fiscal year have consisted of overnight
deposits with banks. The Company's rate of return on its investment portfolio
changes with short-term interest rates, although such changes will not effect
the value of its portfolio. The Company's objectives in connection with its
investment strategy is to maintain the security of its cash reserves without
taking market risk with principal.
The Company purchases and sells primarily in U.S. dollars. The Company
sells in foreign currency (primarily Euros) to a limited number of customers
and as such incurs some foreign currency risk. At any given time,
approximately 15 to 20 percent of the Company's accounts receivable are
denominated in currencies other than U.S. dollars. At present, the Company
does not purchase forward contracts as hedging instruments, but may do so as
circumstances warrant.
ITEM 4. CONTROLS AND PROCEDURES
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.
PART II: OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
31(a) Certification of Robert V. Tarantino
31(b) Certification of Mark E. Maddocks
32(a) Section 906 Certification of Robert V. Tarantino (furnished not
filed)
32(b) Section 906 Certification of Mark E. Maddocks (furnished not
filed)
B. Reports on Form 8-K
Report filed on August 20, 2003 regarding Company's operating results for
the First Quarter, Fiscal Year 2004.
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
MARK E. MADDOCKS
Date: September 5, 2003 By: _____________________________
Mark E. Maddocks
Vice President, Finance
(Principal Financial Officer)