DATARAM CORP
10-Q, 2000-03-10
COMPUTER STORAGE DEVICES
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<PAGE 1>

                        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      1/31/00      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 February 28, 2000, there were 8,091,483 shares outstanding.


<PAGE 2>

                           PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                        Dataram Corporation And Subsidiary
                            Consolidated Balance Sheets
                         January 31, 2000 and April 30, 1999

                                               (Unaudited)        (Audited)
                                            January 31, 2000    April 30, 1999
Assets
Current Assets:
   Cash and cash equivalents                 $  12,405,552      $   8,092,527
   Trade receivables, less allowance
     for doubtful accounts and sales returns
     of $450,000 at January 31, 2000
     and at April 30, 1999                      11,098,245         12,016,106
   Inventories                                   3,970,144          3,290,300
   Other current assets                          1,049,615            475,387
                                                __________         __________
     Total current assets                       28,523,556         23,874,320

Property and equipment, at cost:
   Land                                            875,000            875,000
   Machinery and equipment                       6,449,304          5,188,696
                                                __________         __________
                                                 7,324,304          6,063,696
   Less: accumulated depreciation
     and amortization                            3,511,993          2,572,993
                                                __________         __________
Net property and equipment                       3,812,311          3,490,703
Other assets                                         9,210              8,655
                                                __________         __________

                                             $  32,345,077      $  27,373,678
                                                ==========         ==========

Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                          $   5,748,384      $   4,344,179
   Accrued liabilities                           1,971,603          1,840,647
   Income taxes payable                                  0            250,408
                                                __________         __________
     Total current liabilities                   7,719,987          6,435,234

Deferred income taxes                              919,000            919,000
Stockholders' Equity:
   Common stock, par value $1.00 per share.
   Authorized 18,000,000 shares; issued
      8,028,425 at January 31,
      2000 and 5,236,810 at April 30, 1999       8,028,425          5,236,810
   Additional paid in capital                      605,281                  0
   Retained earnings                            15,072,384         14,782,634
                                                __________         __________

        Total stockholders' equity              23,706,090         20,019,444
                                                __________         __________
                                             $  32,345,077      $  27,373,678
                                                ==========         ==========

See accompanying notes to consolidated financial statements.


<PAGE 3>

<TABLE>
                                            Dataram Corporation and Subsidiary
                                            Consolidated Statements of Earnings
                                    Three and Nine Months Ended January 31, 2000 and 1999
                                                       (Unaudited)

                                                            2000                              1999

                                                3rd Quarter       Nine Months     3rd Quarter      Nine Months

<S>                                          <C>                <C>              <C>              <C>
Revenues                                     $  25,727,507      $  76,277,881    $ 18,921,906     $ 52,933,927

Costs and expenses:
   Cost of sales                                19,456,699         56,811,517      13,869,310       37,234,581
   Engineering and development                     371,643          1,047,705         354,489        1,057,923
   Selling, general and administrative           3,076,099          9,983,215       2,660,858        8,407,900
                                                __________         __________      __________       __________
                                                22,904,441         67,842,437      16,884,657       46,700,404

Earnings from operations                         2,823,066          8,435,444       2,037,249        6,233,523


Interest income, net                               123,432            348,119         109,982          362,067
                                                __________         __________      __________       __________

Earnings before income taxes                     2,946,498          8,783,563       2,147,231        6,595,590

Income tax provision                             1,121,000          3,346,000         725,000        2,466,000
                                                __________         __________      __________       __________
Net earnings                                 $   1,825,498       $  5,437,563    $  1,422,231     $  4,129,590
                                                ==========         ==========      ==========       ==========

Net earnings per share of common stock
   Basic                                     $         .23       $        .69    $        .18     $        .50
                                                ==========         ==========      ==========       ==========
   Diluted                                   $         .19       $        .56    $        .15     $        .44
                                                ==========         ==========      ==========       ==========

Weighted average number of common
   shares outstanding
   Basic                                         7,983,154          7,867,180       8,108,132        8,255,663
                                                ==========         ==========       =========        =========
   Diluted                                       9,780,524          9,658,011       9,592,874        9,403,371
                                                ==========         ==========       =========        =========

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE 4>

                        Dataram Corporation and Subsidiary
                       Consolidated Statements of Cash Flows
                      Nine Months Ended January 31, 2000 and 1999
                                   (Unaudited)


                                                       2000           1999

Cash flows from operating activities:
   Net earnings                                 $  5,437,563     $  4,129,590
   Adjustments to reconcile net earnings
     to net cash provided by
     operating activities:
       Depreciation and amortization                 939,000          906,000
       Bad debt expense (recoveries)                  38,819         (181,363)
       Changes in assets and liabilities:
         Decrease in trade receivables               879,042        2,418,638
         Increase in inventories                    (679,844)        (589,827)
         Increase in other current assets           (574,228)        (166,486)
         Increase in other assets                       (555)          (1,275)
         Increase (decrease) in accounts payable   1,404,205       (1,927,179)
         Increase in accrued liabilities             130,956          332,035
         Decrease in income taxes payable           (250,408)        (236,116)
                                                  __________       __________

    Net cash provided by
      operating activities                         7,324,550        4,684,017
                                                  __________       __________

Cash flows from investing activities:
   Purchase of property and equipment             (1,260,608)        (863,378)
                                                  __________       __________
   Net cash used in investing activities          (1,260,608)        (863,378)


Cash flows from financing activities:
   Proceeds from sale of common shares under
      stock option plan (including tax benefits)   1,631,713                0
   Purchase and cancellation of common stock      (3,382,630)      (1,468,060)

                                                  __________       __________
   Net cash used in financing activities          (1,750,917)      (1,468,060)
                                                  __________       __________

Net increase in cash
   and cash equivalents                            4,313,025        2,352,579
Cash and cash equivalents at
   beginning of year                               8,092,527        7,529,906
                                                  __________       __________

Cash and cash equivalents at
   end of period                                $ 12,405,552     $  9,882,485
                                                  ==========       ==========

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest                                  $     40,484     $     38,751
      Income taxes                              $  3,340,000     $  2,750,200

See accompanying notes to consolidated financial statements.


<PAGE 5>

                      Notes to Consolidated Financial Statements
                              January 31, 2000 and 1999
                                     (Unaudited)

Basis of Presentation

The information at January 31, 2000 and for the three and nine months ended
January 31, 2000 and 1999, 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 generally accepted accounting principles. The
interim results are not necessarily indicative of results to be expected for
the full fiscal year. These financial statements should be read in conjuction
with the audited financial statements for the year ended April 30, 1999
included in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission.

Stock Splits

On November 10, 1999 the Company's Board of Directors announced a three-for-
two stock split effected in the form of a dividend for shareholders of record
at the close of business on November 24, 1999 and payable December 15, 1999.
The stock split has been charged to additional paid in capital in the amount
of $546,781 and retained earnings in the amount of $1,978,224. On November 11,
1998 the Company's Board of Directors announced a two-for-one stock split
effected in the form of a dividend for shareholders of record at the close of
business on November 23, 1998 and payable December 3, 1998. The stock split
has been charged to additional paid in capital in the amount of $2,125,871 and
retained earnings in the amount of $655,534. Weighted average shares
outstanding and net earnings per share in the accompanying financial
statements have been restated to give retroactive effect to these stock
splits.


Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Dataram International Sales Corporation (a
Domestic International Sales Corporation (DISC)). All significant intercompany
transactions and balances have been eliminated.

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 January 31, 2000 and April
30, 1999 consist of the following categories:

                    January 31, 2000    April 30, 1999
                    ________________    ______________
Raw material        $      1,471,000    $    1,335,000
Work in process              352,000           508,000
Finished goods             2,147,000         1,447,000
                    ________________    ______________
                    $      3,970,000    $    3,290,000
                    ================    ==============


<PAGE 6>

Property and equipment

Property and equipment is recorded at cost. Depreciation is generally computed
on the straight-line basis. Depreciation rates are based on the estimated
useful lives which range from three to five years for machinery and equipment.
When property or equipment is retired or otherwise disposed of, related costs
and accumulated depreciation are removed from the accounts. Repair and
maintenance costs are charged to operations as incurred.

Revenue recognition

Revenue from product sales is recognized when the related goods are shipped to
the customer and all significant obligations of the Company have been
satisfied. Estimated warranty costs are accrued.

Product development and related engineering

The Company expenses product development and related engineering costs as
incurred. Engineering effort is directed to development of new or improved
products as well as ongoing support for existing products.

Income taxes

The Company follows the asset and liability method of accounting for income
taxes in accordance with the provisions of Statement of Financial Accounting
Standards SFAS No. 109, "Accounting for Income Taxes". Under the asset and
liability method, 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. 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.

Common Stock

During the nine month period ended January 31, 2000, the Company purchased and
retired 419,850 shares of its common stock. This amount reflects the 3 for 2
stock split announced November 10, 1999 and distributed on December 15, 1999.

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.


<PAGE 7>

Long-term debt

During the second quarter of fiscal 2000, the Company amended and restated its
credit facility with its bank. Under the amended agreement, the Company
modified certain financial covenants and increased the revolving credit
facility to $12,000,000 until October 31, 2000, at which point it will
decrease to $6,000,000 until October 31, 2001. The agreement provides for
Eurodollar rate loans, CD rate loans and base rate loans at an interest rate
no higher than the bank's base commercial lending rate less 1/2%. The Company
is required to pay a commitment fee equal to 1/16 of one percent per annum on
the unused commitment. The agreement contains certain restrictive financial
covenants including a minimum current ratio, minimum  tangible net worth
requirement, minimum interest coverage ratio, maximum debt to equity ratio and
certain other covenants, as defined by the agreement. There were no borrowings
during fiscal 2000 and 1999. As of January 31, 2000, the amount available for
borrowing under the revolving credit facility was $12,000,000.


<PAGE 8>

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

     As of January 31, 2000, working capital amounted to $20.8 million
reflecting a current ratio of 3.7 compared to working capital of $17.4 million
and a current ratio of 3.7 as of April 30, 1999.

     During the second quarter of fiscal 2000, the Company amended and
restated its $12 million unsecured revolving credit line with its bank to
renew the expiring portion of the facility. On October 31, 2000, $6 million of
the facility is scheduled to expire and on October 31, 2001, the remaining $6
million is scheduled to expire. The Company intends to renew any expiring
portion of the facility by the expiration date and maintain a $12 million
total facility. The credit facility was unused during the first nine months of
fiscal 2000 and fiscal 1999. As of January 31, 2000 there was no amount
outstanding under the line of credit.

Management believes that its working capital together with internally
generated funds and its bank line of credit are adequate to finance the
Company's operating needs and future capital requirements.

Year 2000

     The turn of the century created no adverse effects for the Company. The
Company's products are all year 2000 compliant. The Company's manufacturing,
accounting, production and inventory control systems and software are year
2000 compliant. The Company has numerous personal computers and peripheral
devices used in information technology and non-information technology
applications which are also year 2000 compliant. Management believes, and has
no knowledge to the contrary, that the Company's customers and key vendors are
also year 2000 compliant. Management estimates that the financial impact of
its Y2K compliance effort had no material effect on the Company's consolidated
financial condition, results of operations and liquidity.

Results of Operations

     Revenues for the three month period ended January 31, 2000 increased 36%
to $25,728,000 from revenues of $18,922,000 for the comparable prior year
period. Fiscal 2000 nine month revenues totaled $76,278,000, an increase of
44% versus nine month revenues of $52,934,000 for the prior fiscal year. The
increase in revenues was the result of increased demand for the Company's
memory products, driven primarily by the worldwide internet driven increased
demand for servers and associated peripherals.

     Cost of sales for the third quarter and nine months of fiscal 2000 were
76% and 75%, respectively of revenues versus 73% and 70% for the same prior
year periods. The increase in cost of sales is primarily the result of product
mix, specifically, the growth in the Company's Intel certified products which
generally command lower margins than the Company's products sold in non-Intel
markets.


<PAGE 9>

     Engineering and development costs in fiscal 2000's third quarter and nine
months were $372,000 and $1,048,000, respectively versus $354,000 and
$1,058,000 for the same prior year periods. The Company intends to maintain
its commitment to the timely introduction of new memory products as new
workstations and computers are introduced.

     Selling, general and administrative costs in this year's third quarter
and nine months were 12% and 13% of revenues, respectively versus 14% and 16%,
for the comparable prior year periods. Three month total expenditures
increased by $415,000 from the comparable prior year period. Nine month
selling, general and administrative costs increased by $1,575,000 in fiscal
2000 versus fiscal 1999. The increase in cost is primarily the result of the
planned expansion of the Company's sales force, and costs attributed to the
increase in revenues. Additionally, fiscal 1999 three and nine month expense
includes a $300,000 recovery of an account receivable previously charged to
allowance for doubtful accounts in the fourth quarter of fiscal 1998.

     Other income (expense), net for the third quarter and nine months of
fiscal 2000 and 1999, consisted primarily of interest income on short term
investments.

Income tax expense for the third quarter and nine months of fiscal 1999
include a $116,000 benefit (net of Federal income tax benefit) from a
reduction in the Company's effective state tax rate.

Safe Harbor Statement

     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.



<PAGE 10>

PART II: OTHER INFORMATION



ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K

A.  Exhibits
     27 (a). Financial Data Schedule

     28 (a). Press Release reporting results of Third Quarter,
             Fiscal Year 2000 (Attached).

     28 (b). Press Release announcing change in listing of the Company's
             common stock from the AMEX to the Nasdaq (Attached).

     28 (c). Press Release announcing engagement of investor relations
             firm (Attached).

B.  Reports on Form 8-K

     No reports on Form 8-K have been filed during the current quarter.



<PAGE 11>


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:    March 7, 2000        By:   MARK E. MADDOCKS
       ______________________     ______________________
                                    Mark E. Maddocks
                                    Vice President, Finance
                                    (Principal Financial Officer)


	Page 8 of 8
	Page 8 of 8


<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          APR-30-2000
<PERIOD-END>                               JAN-31-2000
<CASH>                                      12,405,552
<SECURITIES>                                         0
<RECEIVABLES>                               11,548,245
<ALLOWANCES>                                   450,000
<INVENTORY>                                  3,970,144
<CURRENT-ASSETS>                            28,523,556
<PP&E>                                       7,324,304
<DEPRECIATION>                               3,511,993
<TOTAL-ASSETS>                              32,345,077
<CURRENT-LIABILITIES>                        7,719,987
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     8,028,425
<OTHER-SE>                                  15,677,665
<TOTAL-LIABILITY-AND-EQUITY>                32,345,077
<SALES>                                     76,277,881
<TOTAL-REVENUES>                            76,277,881
<CGS>                                       56,811,517
<TOTAL-COSTS>                               56,811,517
<OTHER-EXPENSES>                             1,047,705
<LOSS-PROVISION>                                38,819
<INTEREST-EXPENSE>                               3,802
<INCOME-PRETAX>                              8,783,563
<INCOME-TAX>                                 3,346,000
<INCOME-CONTINUING>                          5,437,563
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,437,563
<EPS-BASIC>                                        .69
<EPS-DILUTED>                                      .56


</TABLE>



<PAGE >



Dataram Contact:                        Investor Contact:
Mark Maddocks, Chief Financial Officer  Tim Curtiss, Wall Street Investor
                                        Relations Corp.
609-799-0071                            216/831-6532
[email protected]                        [email protected]

        DATARAM REPORTS 36 PERCENT REVENUE INCREASE IN THIRD QUARTER

  .   Company Reports 28% Increase in Earnings over Previous Year
  .   European Sales and Marketing Center to Open in Fourth Quarter

PRINCETON, NJ, February 9, 2000 - Dataram Corporation (NASDAQ: DRAM) today
reported its financial results for its fiscal third quarter ended January 31,
2000. The Company reported net earnings of $1,825,000, or $0.19 per diluted
share, compared to $1,422,000, or $0.15 per diluted share, for the same period
of the previous year.  Revenues for the quarter were $25.7 million, an
increase of 36% over the prior year's third quarter level of $18.9 million.
Volume, measured in gigabytes shipped, increased 53% in the third quarter,
compared to the prior year period.  Net earnings for the nine month period
ended January 31, 2000 were  $5,438,000, or $0.56 per diluted share, an
increase of 32% over the same period of the prior year of $4,130,000, or $0.44
per diluted share.  Revenues were $76.3 million, up 44% compared to $52.9
million in the comparable period of the previous fiscal year.

  In thousands, except        Three Months ended        Nine Months ended
  per share amounts               January 31                January 31
  ____________________   _________________________   ________________________
                                               %                          %
                           2000      1999    B/(W)     2000      1999    B/(W)
                         _______   _______   ____    _______   _______   ____
Revenues                 $25,728   $18,922    36%    $76,278   $52,934    44%
Earnings from Operations $ 2,823   $ 2,037    39%    $ 8,436   $ 6,234    35%

Net Earnings             $ 1,825   $ 1,422    28%    $ 5,438   $ 4,130    32%

Diluted EPS              $  0.19   $  0.15    27%    $  0.56   $  0.44    27%

Shares Outstanding
(diluted)                  9,781     9,593             9,658     9,403


                                 - more -


<PAGE >

"This is our ninth consecutive quarter of delivering increased year-over-year
bottom line results. We were pleased with the strong development of our
business," said Robert Tarantino, chairman and CEO of Dataram.  "Despite
concerns about customer inventory levels and purchasing patterns during the
Y2K changeover, our business showed real strength during this period."

Tarantino added, "The important trends driving our expansion remain the
explosive rate of investment in Internet infrastructure and the needs of our
customers to increase the capacity of their computing systems. Availability of
broadband communications services will require carriers and users to increase
server capacity.  The evolution of multimedia image transmission will drive
continuing investment in advanced memory solutions."

During the third quarter, the Company implemented two initiatives designed to
enhance shareholder value.  Dataram completed a three-for-two stock split on
December 15, 1999.  In late January, the company applied for and received
permission to transfer its shares to  NASDAQ, which became effective on
February 1.

"Dataram's new sales and marketing center in Europe is on schedule to become
fully operational this quarter. The European community is poised for
significant growth in its Internet infrastructure," noted Tarantino. "We are
excited about the opportunity to increase our market coverage and service
levels in this large, dynamic region of the memory marketplace"

"An important contributor to our strong sales increase in the third quarter
was growth in the OEM business segment," added Mark Maddocks, CFO.
"Negligible one year ago, this rapidly expanding segment of our business added
significantly to sales growth in the quarter.  As a by-product of this avenue
of revenue growth, gross profit margins have declined slightly, as we
anticipated." Maddocks continued, "As we enter our fiscal fourth quarter, we
are encouraged by the strong demand we have observed in both our compatibles
and OEM business."

                                  - more -


<PAGE >

Dataram will conduct a conference call at 11:00 AM, EST on Wednesday, February
9 to provide further insights regarding its financial results and to respond
to investor questions. Interested shareholders may participate in the call by
dialing 800/670-3540 approximately 10 minutes before the call is scheduled to
begin and asking to be connected to the Dataram conference call. A recording
of the call will be available from 1:00 PM to 9:00 PM on February 9.
Listeners may dial 800/633-8284 and use the code 14384882 for the replay.
Participants may also use V-Call.

Dataram Corporation is a leading provider of gigabyte memory upgrades for
workstations and network servers. The Company specializes in the manufacture
of large-capacity memory boards for Compaq/Digital, Dell, Hewlett-Packard,
IBM, Intel, Silicon Graphics and Sun Microsystems computers.


The information provided in this press release may include forward-looking
statements relating to future events, such as the development of new products,
the commencement of production, or the future financial performance of the
Company. Actual results may differ from such projections and are subject to
certain risks including, without limitation, risks arising from: changes in
the price of memory chips, changes in the demand for memory systems 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

                          - Financial Tables to follow -




<PAGE >

                         DATARAM CORPORATION AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF EARNINGS
                       (in thousands, except per share amounts)


                              Three Months Ended          Nine Months Ended
                             1/31/2000   1/31/1999     1/31/2000     1/31/1999
                             _________   _________     _________     _________
                                  (Unaudited)                (Unaudited)

Revenues                     $  25,728   $  18,922     $  76,278     $  52,934

Costs and expenses:
     Cost of sales              19,457      13,869        56,811        37,234
     Engineering and development   372         355         1,048         1,058
     Selling, general and
        administrative           3,076       2,661         9,983         8,408
                                ______      ______        ______        ______
                                22,905      16,885        67,842        46,700

Earnings from operations         2,823       2,037         8,436         6,234

Interest income, net               123         110           348           362
                                ______      ______        ______        ______

Earnings before income taxes     2,946       2,147         8,784         6,596
Income taxes                     1,121         725         3,346         2,466
                                ______      ______        ______        ______
Net earnings                 $   1,825   $   1,422     $   5,438     $   4,130
                                ======      ======        ======        ======


Net earnings per share:
     Basic                   $    0.23   $    0.18     $    0.69     $    0.50
                                ======      ======        ======        ======
     Diluted                 $    0.19   $    0.15     $    0.56     $    0.44
                                ======      ======        ======        ======


Average number of shares
   outstanding:
     Basic                       7,983       8,108         7,867         8,256
                                ======      ======        ======        ======
     Diluted                     9,781       9,593         9,658         9,403
                                ======      ======        ======        ======


                                      -more-


<PAGE >

                         DATARAM CORPORATION AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
                                    (in thousands)


                                         January 31, 2000     April 30, 1999
                                         ________________     ______________
                                           (Unaudited)           (Audited)
ASSETS
   Current assets:
   Cash and cash equivalents                $   12,406          $    8,093
   Trade receivables, net                       11,098              12,016
   Inventories                                   3,970               3,290
   Other current assets                          1,050                 475
                                            __________          __________
         Total current assets                   28,524              23,874

   Property and equipment, net                   3,812               3,491

   Other assets                                      9                   9
                                            __________          __________
                                            $   32,345          $   27,374
                                            ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities:
   Accounts payable                         $    5,748          $    4,344
   Accrued liabilities                           1,972               2,092
                                            __________          __________
         Total current liabilities               7,720               6,436

   Deferred income taxes                           919                 919

   Stockholders' equity                         23,706              20,019
                                            __________          __________
                                            $   32,345          $   27,374
                                            ==========          ==========


                                        # # #








<PAGE >

                        APPROVED BY:     Mark E. Maddocks
                                         Chief Financial Officer
                                         Dataram Corporation
                                         (609) 799-0071

                            CONTACT:     Investor Relations:
                                         Cheryl Schneider/John Blackwell
                                         Press: Michael McMullan
                                         Morgen-Walke Associates, Inc.
                                         (212) 850-5600

    DATARAM CHANGES LISTING FROM AMEX TO NASDAQ NATIONAL MARKET

PRINCETON, NJ, January 27, 2000 - Dataram Corporation today announced
that its Board of Directors has approved a change in the listing of its
common stock from the AMEX to the NASDAQ National Market. The Company's
common stock is scheduled to start trading on the NASDAQ Tuesday,
February 1, 2000 under the symbol "DRAM".

Robert V. Tarantino, President and Chief Executive Officer stated,  "As
a technology Company, The Board of Directors believes that we match the
profile of NASDAQ-traded companies."  Dataram has enjoyed strong sales
and earnings growth in recent quarters, reflecting robust demand
conditions for high-end servers and workstations.

"The investment community pays closer attention to companies that trade
on NASDAQ", said Mark Maddocks, Chief Financial Officer.  "We believe
having multiple market makers will promote the liquidity in the market
for our stock."

Dataram manufactures memory boards and modules used in advanced
computing platforms.  Its customers include Internet Service Providers,
major financial institutions, Hollywood special effects houses,
workstation manufacturers, and other users of memory-intensive
applications.







<PAGE >

Dataram Contact:                        Investor Contact:
Mark Maddocks, Chief Financial Officer  Tim Curtiss, Wall Street Investor
                                        Relations Corp.
609-799-0071                            216/831-6532
[email protected]                        [email protected]


              DATARAM SIGNS Wall Street Investor Relations Corp.

PRINCETON, NJ, March 1, 2000 - Dataram Corporation (NASDAQ: DRAM) announced
today the signing of Wall Street Investor Relations Corporation (WSIR).   WSIR
is a rapidly growing consulting firm that develops programs to help
corporations maximize shareholder value.    Robert Tarantino, Chairman and
Chief Executive Officer of Dataram, said, "We believe our stock is
significantly undervalued.  On behalf of our shareholders, we must address
this issue.  Wall Street Investor Relations, a firm comprised of brokerage
industry professionals, has a reputation of working effectively with companies
to improve and maintain appropriate trading levels.  Our recent listing on
NASDAQ and stock split were steps in our campaign to maximize shareholder
value and liquidity in our shares."

"We need to build investor awareness of Dataram's story and its attractive
position", said Tim Curtiss, Managing Director of WSIR.  "Dataram has achieved
high sales and earnings growth and has significant potential.  This is a well-
managed company with high returns, increasing market share, and an expanding
list of high-growth customers.  These characteristics are attractive to
investors who seek growth at a reasonable price.  We intend to communicate
this investment theme to selected mutual and hedge funds, other institutional
investors, and brokerage sales forces as a part of our effort to increase
ownership."

Dataram Corporation is a leading provider of gigabyte memory upgrades for
network servers and workstations. The company specializes in the manufacture
of large-capacity memory boards for Compaq/Digital, Dell, Hewlett-Packard,
IBM, Intel, Silicon Graphics and Sun Microsystems computers.


Information provided in this press release may include forward-looking
statements relating to future events, such as the development of new products,
the commencement of production, or the future financial performance of the
Company. Actual results may differ from such projections and are subject to
certain risks including, without limitation, risks arising from: changes in
the price of memory chips, changes in the demand for memory systems 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




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