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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 7/31/04 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 by check mark whether the registrant is an accelerated filer.
Yes No X
_____ _____
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 23, 2004, there were 8,588,213 shares outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Dataram Corporation and Subsidiaries
Consolidated Balance Sheets
July 31, 2004 and April 30, 2004
(Unaudited)
July 31, 2004 April 30, 2004
Assets
Current Assets:
Cash and cash equivalents $ 5,600,978 $ 6,805,957
Trade receivables, less allowance
for doubtful accounts and sales returns
of $320,000 7,828,224 8,846,605
Inventories 4,511,507 2,536,976
Deferred income taxes 723,000 723,000
Other current assets 306,194 91,766
__________ __________
Total current assets 18,969,903 19,004,304
Property and equipment, at cost:
Land (held for sale) 875,000 875,000
Machinery and equipment 12,013,293 11,933,987
__________ __________
12,888,293 12,808,987
Less: accumulated depreciation
and amortization 10,208,060 9,950,860
__________ __________
Net property and equipment 2,680,233 2,858,127
Other assets 53,815 50,011
__________ __________
$ 21,703,951 $ 21,912,442
========== ==========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,095,822 $ 3,861,844
Accrued liabilities 765,551 1,646,499
__________ __________
Total current liabilities 3,861,373 5,508,343
Stockholders' Equity:
Common stock, par value $1.00 per share.
Authorized 54,000,000 shares; issued and
outstanding 8,588,213 at July 31, 2004
and 8,526,519 at April 30, 2004 8,588,213 8,526,519
Additional paid in capital 4,886,011 4,676,232
Retained earnings 4,368,354 3,201,348
__________ __________
Total stockholders' equity 17,842,578 16,404,099
__________ __________
$ 21,703,951 $ 21,912,442
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Earnings
Three Months Ended July 31, 2004 and 2003
(Unaudited)
2004 2003
Revenues $ 15,791,432 $ 12,266,796
Costs and expenses:
Cost of sales 11,740,902 8,817,749
Engineering and development 318,773 332,741
Selling, general and administrative 2,548,503 2,979,880
__________ __________
14,608,178 12,130,370
Earnings from operations 1,183,254 136,426
Other income (expense)
Interest income 15,010 1,479
Currency gain (loss) (258) 8,421
Other income 50,000 39,594
__________ __________
Total other income (expense) 64,752 49,494
Earnings before income taxes 1,248,006 185,920
Income tax provision 81,000 15,000
__________ __________
Net earnings $ 1,167,006 $ 170,920
========== ==========
Net earnings per share of common stock
Basic $ .14 $ .02
========== ==========
Diluted $ .13 $ .02
========== ==========
Weighted average number of common
shares outstanding
Basic 8,562,391 8,497,219
========== ==========
Diluted 9,302,793 8,617,124
========== ==========
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Consolidated Statements of Cash Flows
Three Months Ended July 31, 2004 and 2003
(Unaudited)
2004 2003
Cash flows from operating activities:
Net income $ 1,167,006 $ 170,920
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 289,000 447,266
Bad debt expense 16,452 5,837
Changes in assets and liabilities:
Decrease in trade receivables 1,001,929 1,436,063
(Increase) decrease in inventories (1,974,531) 224,221
Increase in other current assets (214,428) (236,505)
Increase in other assets (3,804) (22,005)
Decrease in accounts payable (766,022) (529,486)
Decrease in accrued liabilities (880,948) (1,914,710)
__________ __________
Net cash used in operating activities (1,365,346) (418,399)
__________ __________
Cash flows used in investing activities:
Additions to property and equipment (123,947) (13,732)
Proceeds from sale of property and equipment 12,841 0
__________ __________
Net cash used in investing activities (111,106) (13,732)
Cash flows from financing activities:
Proceeds from sale of common shares under
stock option plan 271,473 0
__________ __________
Net decrease in cash and cash equivalents (1,204,979) (432,131)
Cash and cash equivalents at
beginning of period 6,805,957 2,500,497
__________ __________
Cash and cash equivalents at
end of period $ 5,600,978 $ 2,068,366
========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 0 $ 15,716
Income taxes $ 180,500 $ 0
See accompanying notes to consolidated financial statements.
Dataram Corporation and Subsidiaries
Notes to Consolidated Financial Statements
July 31, 2004 and 2003
(Unaudited)
Basis of Presentation
The information for the three months ended July 31, 2004 and 2003, 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, 2004
included in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
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,
2004, and 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.
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 and earnings 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,
-------------------------
2004 2003
----------- -----------
Net earnings as reported $ 1,167,006 $ 170,920
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects .... (145,568) (149,146)
----------- -----------
Pro forma net earnings.... $ 1,021,438 $ 21,774
=========== ===========
Earnings per share:
Basic - as reported ........... $ 0.14 $ 0.02
=========== ===========
Basic - pro forma ............. $ 0.12 $ 0.00
=========== ===========
Diluted - as reported ......... $ 0.13 $ 0.02
=========== ===========
Diluted - pro forma ........... $ 0.11 $ 0.00
=========== ===========
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, 2004 and April 30,
2004 consist of the following categories:
July 31, 2004 April 30, 2004
________________ ______________
Raw material $ 2,599,000 $ 1,302,000
Work in process 160,000 102,000
Finished goods 1,753,000 1,133,000
________________ ______________
$ 4,512,000 $ 2,537,000
================ ==============
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, 2004 and 2003 by geographic region is as follows:
Three months ended Three months ended
July 31, 2004 July 31, 2003
________________ ________________
United States $ 12,313,000 $ 8,015,000
Europe 2,109,000
2,749,000
Other (principally Asia Pacific Region) 1,369,000 1,503,000
________________ ________________
Consolidated $ 15,791,000 $ 12,267,000
================ ================
Long-lived assets consist of property and equipment as of July 31, 2004. Long-
lived assets and total assets by geographic region as of July 31, 2004 is as
follows:
July 31, 2004
Long-lived assets Total assets
_________________ ______________
United States $ 2,646,000 $ 20,941,000
Europe 34,000 755,000
Other 0 8,000
_________________ ______________
Consolidated $ 2,680,000 $ 21,704,000
================= ==============
Significant New Accounting Pronouncements
On April 22, 2003, the FASB determined that stock-based compensation should be
recognized as a cost in the financial statements and that such cost be
measured according to the fair value of stock options. On March 31, 2004, the
FASB issued Exposure Draft No. 1102-100, Share-Based Payment, that addresses
the accounting for share-based payment transactions in which an enterprise
receives employee services in exchange for (a) equity instruments of the
enterprise or (b) liabilities that are based on the fair value of the
enterprise's equity instruments or that may be settled by the issuance of such
equity instruments. The proposed Statement would eliminate the ability to
account for share-based compensation transactions using APB Opinion No. 25,
Accounting for Stock Issued to Employees, and generally would require instead
that such transactions be accounted for using a fair-value-based method. The
company will continue to monitor communications on this subject from the FASB
in order to determine the impact on the Company's 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. In the first
quarter of fiscal 2005, sales to one customer accounted for approximately 36%
of revenues and 35% of accounts receivable at July 31, 2004.
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.
Executive Overview
Dataram Corporation is a developer, manufacturer and marketer of large
capacity memory products primarily used in high performance network servers
and workstations. The Company provides customized memory solutions for
original equipment manufacturers (OEMs) and compatible memory for leading
brands including Dell, Hewlett-Packard (including Compaq), IBM, Silicon
Graphics and Sun Microsystems. The Company also manufactures a line of memory
products for Intel motherboard based servers for sale to OEMs and channel
assemblers.
The Company's memory products are sold worldwide to original equipment
manufacturers, distributors, value-added resellers and end users. The Company
has a manufacturing facility in the United States with sales offices in the
United States, Europe and Japan.
The Company is an independent memory manufacturer specializing in high
capacity memory and competes with several other large independent memory
manufacturers as well as the original equipment manufacturers mentioned above.
The primary raw material used in producing memory boards is dynamic random
access memory (DRAM) chips. The purchase cost of DRAM chips typically
represents approximately 75% of the total cost of a finished memory board.
Consequently, average selling prices for computer memory boards are
significantly dependent on the pricing and availability of DRAM chips.
Liquidity and Capital Resources
The Company's cash and working capital position remain strong. As of
July 31, 2004, cash and equivalents amounted to $5.6 million and working
capital amounted to $15.1 million, reflecting a current ratio of 4.9 compared
to cash and equivalents of $6.8 million and working capital of $13.5 million
and a current ratio of 3.5 as of April 30, 2004.
During the first fiscal quarter ended July 31, 2004, net cash used in
operating activities was $1.4 million. Inventories increased by approximately
$2.0 million from yearend levels. Of this amount, approximately $800,000 of
DRAMs were purchased for a potential order for custom memory boards for an OEM
customer. These DRAMs did not pass the customer's qualification tests and were
returned to the vendor for full credit shortly after the quarter ended. The
balance of the increase in inventories is primarily attributable to purchases
of certain DRAMs, which are in relatively short supply to support the
Company's backlog. Accrued liabilities declined by approximately $881,000
primarily as result of a royalty payment made in the first quarter, which was
expensed in the prior fiscal year. This expense was not incurred in the first
quarter as the Company ceased using the related patented technology in the
manufacture of its products. These uses of cash were partially offset by a
decline in trade receivables of approximately $1.0 million resulting from
reduced revenues in the first quarter compared to the prior year's fourth
quarter.
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, 2004, the
total number of shares authorized for purchase under the program is 535,150
shares. The Company did not purchase any shares during the last fiscal year
ended April 30, 2004 or the first quarter of Fiscal 2005.
On June 21, 2004 the Company entered into a Loan Agreement with a Bank
through June 21, 2006. The Company has not as of this date borrowed any money
under this Agreement. Pursuant to the Agreement, the Company can borrow up to
75% of qualified accounts receivables (generally consisting of U.S. and
Canadian accounts receivable less than 90 days old) up to a maximum amount of
$5,000,000. At the election of the Company, the interest rate is the bank's
prime rate or LIBOR plus 2.5%. As security for any loans made under this
Agreement, the Company has given a security interest in all of its personal
property, including its accounts. Without the consent of the bank, the
Company may not pay dividends nor expend more than $1,000,000 a year in
repurchasing its common stock. The Company pays an annual commitment fee of
..25% on the unused line.
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, 2004
are as follows:
Operating leases
Year ending April 30: ________________
2005 $ 531,000
2006 463,000
2007 48,000
2008 and thereafter 0
Total minimum lease payments $ 1,042,000
The Company has no other material commitments.
Results of Operations
Revenues for the three-month period ending July 31, 2004 were $15,791,000
compared to revenues of $12,267,000 for the comparable prior year period. The
increase in revenues was the result of higher unit volume, as measured by
gigabytes shipped, of approximately 41% offset by an average selling price
decreases of approximately 9%. Revenues in the current quarter decreased from
the forth quarter of fiscal 2004 revenues of $19,948,000. The decrease of 19%
is the result of lower volume. Revenues for the three-month periods ended July
31, 2004 and 2003 by geographic region were:
Three months ended Three months ended
July 31, 2004 July 31, 2003
________________ ________________
United States $ 12,313,000 $ 8,015,000
Europe 2,109,000 2,749,000
Other (principally Asia Pacific Region) 1,369,000 1,503,000
________________ ________________
Consolidated $ 15,791,000 $ 12,267,000
================ ================
Cost of sales for the first quarter fiscal 2005 were 75% of revenues, versus
72% same prior year period. Management expects that cost of sales as a
percentage of revenue will generally be approximately 75%, which is in line
with its historical norm. Fluctuations either up or down of 3% or less in any
given quarter are not unusual and can result from many factors, some of which
are a rapid change in the price of DRAMs, or a change in product mix possible
resulting from a large order or series of orders for a particular product or a
change in customer mix.
Engineering and development costs in fiscal 2005's first quarter were
$319,000, versus $333,000 for the same prior year period. 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 2005's first quarter
decreased to 16% of revenues, versus 24% for the same prior year period. Total
expenditures decreased by $431,000 from the comparable prior year period. The
reduction of total expenses is primarily the result of workforce savings and
reduced depreciation expense.
Other income (expense), net for the first quarter fiscal 2005 totaled
$65,000 income, versus $49,000 income for the same prior year period. Other
income in fiscal 2005's first quarter consisted primarily of $50,000 other
income for a scheduled non-refundable payment released from escrow related to
the pending sale of the Company's land. Approximately $15,000 of interest
income was received in the current quarter. Fiscal 2004's first quarter other
income (expense), net of $49,000 consisted primarily of $40,000 income
received for the sale of certain assets. The Company had no interest expense
in the first quarter of fiscal 2005 and 2004 as it had no debt.
Income tax expense for the first quarter fiscal 2005 was $81,000 expense
and $15,000 expense for the same prior year period. For both first quarter
periods the tax expense is primarily a provision for state tax only as the
Company has a Federal net operating loss carry forward of approximately $14.0
million, which can be used to offset future taxable income for federal income
tax.
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, 2004, 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 5 to 10 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 17, 2004 regarding Company's operating results for
the First Quarter, Fiscal Year 2005.
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: August 26, 2004 By: MARK E. MADDOCKS
_____________________________
Mark E. Maddocks
Vice President, Finance
(Principal Financial Officer)