Item 1. BUSINESS
(a) General Development of Business.
Dataram develops, manufactures and markets computer memory products for use with workstations and network servers. The Company's memory products expand the capacity and extend the economic useful life of the installed base of computers manufactured by Sun Microsystems, Inc. ("Sun"), Hewlett-Packard Company ("HP"), Compaq Computer ("Compaq"), including its acquired Digital Equipment Corporation ("DEC") line, Silicon Graphics, Inc. ("SGI") and International Business Machines Corporation ("IBM").The Company also manufactures a line of Intel certified server memory products for sale to original equipment manufacturers (OEMs)and channel assemblers. Dataram products are not intended for use with high-end mainframe computers.
In fiscal 2000, the Company continued to benefit from increased worldwide demand for network servers and an increase in demand for memory content per server. Much of this increase in demand has been driven by the growth of the Internet and its infrastructure. Growth in corporate networks generally is also driving demand. In fiscal 2000, Company revenues increased 44% as volume, measured in gigabytes shipped increased 71% over fiscal 1999 offset by selling price reductions resulting from declining dynamic random access memory (DRAM) costs, the primary raw material in the Company's products. To meet current and expected future demand, the Company, late in fiscal 2000, commenced an expansion of its manufacturing capabilities by installing an additional production line which will contribute to a doubling of capacity in fiscal 2001 as well as gains in precision. The Company also opened a sales and marketing office in the fourth quarter of fiscal 2000 in the United Kingdom to better serve its European customers and further penetrate the European market for its products.
The Company was incorporated in New Jersey in 1967 and made its initial public offering in 1968. Its common stock, $1 par value (the "Common Stock") had been listed for trading on the American Stock Exchange in 1981 and in February of 2000 the Company changed its listing to the NASDAQ National Market where its stock trades under the symbol "DRAM." The Company's principal executive office is located at 186 Princeton Road (Route 571), West Windsor, New Jersey 08550 and its telephone number is (609) 799-0071, its fax is (609) 799-6734 and its website is at http://www.dataram.com.
RISK FACTORS
WE MAY HAVE TO SUBSTANTIALLY INCREASE OUR WORKING CAPITAL REQUIREMENTS IN THE EVENT OF DRAM ALLOCATIONS. Over the past 20 years, availability of DRAMs has swung back and forth from over supply to shortage. In times of shortage, Dataram has been forced to invest substantial working capital resources in building and maintaining inventory. At times Dataram has bought DRAMs in excess of its customers' needs in order to ensure future allocations from DRAM manufacturers. Dataram believes that the market for DRAMs is presently in balance between supply and demand, but there can be no assurance that conditions of shortage may not prevail in the future. In the event of a shortage, Dataram may not be able to obtain sufficient DRAMs to meet customers' needs in the short term, and Dataram may have to invest substantial working capital resources in order to meet long term customer needs.
WE COULD SUFFER LOSSES IF DRAM PRICES DECLINE SUBSTANTIALLY. Dataram is often required to maintain substantial inventories during periods of shortage and allocation. During periods of increasing availability of DRAM and rapidly declining prices, Dataram has been forced to write down inventory. At the present time, the market is neither one of shortage or over supply, and Dataram is able to maintain a minimum inventory while meeting the needs of customers. But there can be no assurance that Dataram will not suffer losses in the future based upon declining DRAM prices.
OUR MEMORY PRODUCTS MAY VIOLATE OTHERS' PATENTS. Dataram's memory products are designed to be used with proprietary computer systems built by various OEM manufacturers. Dataram often has to comply with proprietary memory designs which may be patented, now or at some time in the future. OEMs have, at times, claimed that we have violated their patent rights by adapting our computer memory products to meet the requirements of their systems. It is the policy of Dataram to, in unclear cases, either obtain an opinion of patent counsel prior to marketing, or obtain a license from the patent holder. Dataram is presently licensed by Sun Microsystems to sell memory products for their principal products. However, there can be no assurance that memory designs will not be created in the future which will, in fact, be patented and which patent holders will require the payment of substantial royalties as a condition for Dataram's continued presence in the segment of the market covered by the patent. Nor can there be any assurance that Dataram's existing products do not violate one or more existing patents.
WE FACE COMPETITION FROM OEMs. Dataram sells its products at a lower cost than OEMs. Customers will often pay some premium for the "name brand" product when buying additional memory and OEMs seek to exploit this tendency by having a high profit margin on memory products. However, individual OEMs could change their policy and price memory products competitively. While Dataram believes that with its manufacturing efficiency and low overhead it still will be able to compete favorably with OEMs, in such an event profit margins and earnings would be adversely affected.
	THE COMPANY MAY LOSE AN IMPORTANT CUSTOMER. During fiscal 2000, no single customer accounted for 10% of the Company's revenue. However, the largest ten customers accounted for approximately 33% of the Company's revenue. There can be no assurance that one or more of these customers will cease or materially decrease their business with the Company in the future and that Dataram's financial performance will not be adversely affected thereby.
WE MAY FACE COMPETITION FROM DRAM MANUFACTURERS. DRAM manufacturers not only sell their product as discreet devices, but also as finished memory modules. While they primarily sell these modules directly to computer manufacturers, there can be no assurances that they will not change their strategy and market their products to the aftermarket as well. In such a case, they would become a competitor to the Company and the Company's profit margins and earnings could be adversely affected.
THE MARKET FOR OUR PRODUCTS MAY NARROW OVER TIME. The principal market of Dataram is owners of workstations and servers, classes of machines lying between large mainframe computers and personal computers. The trend has been observed that personal computers are increasing in their power and sophistication and, as a result, are now filling some of the computational needs traditionally filled by workstations. The competition for the supply of after-market memory products in the PC industry is very competitive and if Dataram competes in this market we can be expected to have lower profit margins. There can be no assurance that this trend will not continue in the future, and that Dataram's financial performance will not be adversely affected thereby.
WE MAY MAKE UNPROFITABLE ACQUISITIONS. Dataram has for some time explored the possibility of acquiring one or more businesses associated with memory products. While the Board of Directors has not decided to move forward with any particular acquisition, the possibility exists that an acquisition will be made at some time in the future. Uncertainty surrounds all acquisitions and it is possible that a particular acquisition may not result in a benefit to shareholders, particularly in the short term.
OUR STOCK HAS LIMITED LIQUIDITY. Although the stock of Dataram is publicly traded, it has been observed that this market is "thin." As a result, Dataram's common stock may trade at a discount to what would be its value if the stock enjoyed greater liquidity.
DATARAM IS SUBJECT TO THE NEW JERSEY SHAREHOLDERS PROTECTION ACT. This statute has the effect of prohibiting any "business combination" - a very broadly defined term - with any "interested shareholder" unless the transaction is approved by the Board of Directors at a time before the interested shareholder had acquired a 15% ownership interest. This prohibition of "business combinations" is for five years and continues after that time period subject to certain exceptions. A practical consequence of this statute is that a hostile acquisition of Dataram would be difficult, if not impossible. As a result, hostile transactions which might be of benefit to shareholders may not occur because of this statute.
(b) Financial Information about Industry Segments.
The Company operates in one industry segment.
(c) Narrative Description of Business.
Dataram develops, manufactures and markets a variety of memory products for use with workstations and network servers, including those sold by Sun, HP, Compaq (including DEC), SGI and IBM. The Company sells memory products both for new machines and for the installed base of these classes of computers at prices less than the computer manufacturer. The Company's customers are primarily distributors, value added resellers and large end-users.
Industry Background
The market for the Company's memory products lies between the large mainframe computer and the small personal computer (a "PC"). These intermediate systems have been important to the growth of the Internet.
A workstation, like a PC, is designed to provide computer resources to individual users. A workstation differs from a PC by providing substantially greater computational performance, input/output capability and graphic display. Workstations are nearly always networked. As a result of this networking capability, a new class of computer system, the network server, has emerged.
Network servers are computer systems on a network which provide dedicated functions accessible by all workstations and other systems on the same network. Examples of different types of network servers in use today are: file servers, communication servers, computation servers, database servers, print servers and storage servers.
Dataram designs, produces and markets memory products primarily to end users of the installed base of workstations and network servers sold by Sun, HP, Compaq, Silicon Graphics and IBM. Additionally, the Company produces and markets Intel certified server memory for use by OEMs and Channel Assemblers.
The "open system" philosophy espoused by most of the general computer industry has played a part in enlarging the market for third party vendors. Under the "open system" philosophy, manufacturers adhere to industry design standards, enabling users to "mix and match" hardware and software products from a variety of vendors so that a system can be configured for the user's application in the most economical manner with reduced concern for compatibility and support. Memory products for workstations and network servers have become commodities with substantial competition from OEMs and a number of independent memory manufacture suppliers.
Generally, growth in memory markets closely follows both the growth in unit shipments of system vendors and the growth of memory requirements per system.
Business Strategy
Market Growth
Generally, growth in memory markets closely follows both the growth in unit shipments of system vendors and the growth of memory requirements per system. Management estimates that the market for its products is growing by approximately 30% annually.
Market Penetration
In addition to the growth in the market, management estimates that sales by system vendors constitute 80% of the memory market in fiscal 2000. Thus, there is an opportunity for growth through penetration of the system vendor's market share. To successfully compete with system vendors, Dataram must continue to respond to customers' needs in a short time frame. To support customers' needs, the Company has established and is expanding a dedicated and highly automated manufacturing facility that is designed to produce and ship customer orders within twenty-four hours or less.
Geographic Expansion
Approximately 79% of Dataram's fiscal 2000 revenues were derived from sales in the United States with the remainder principally in Western Europe, Canada and the Asian Pacific region. The Company has opened a sales and marketing office in the United Kingdom to expand its customer base in Europe.
Sales Force Expansion
In fiscal 2001, The Company plans to increase its sales force both domestically and in Europe. The Company believes that with the additional sales resources it will be able to generate additional end user demand for its products, whether that demand is filled directly or through the Company's distribution channels.
OEM Sales
The Company believes OEM's are increasingly out-sourcing their memory requirements and the Company has sought and obtained and intends in the future to seek and obtain contracts which provide the opportunity for high volume transactions.
Products
The Company's principal business is the development, manufacture and marketing of memory products which can be added to workstations and network servers to upgrade or expand the capabilities of such systems. When vendors produce computer systems adhering to open system industry standards, the development effort for Dataram and other independent memory manufacturers is straightforward and allows for the use of many standard components.
Distribution Channels
Dataram sells its memory products in the United States to distributors, value-added resellers and larger end-users principally through its staff located in Princeton, New Jersey. The Company also markets its memory products in Canada, Western Europe and the Asian Pacific region primarily through a network of independent distributors.
Product Warranty and Service
Management believes that the Company's reputation for the reliability of its memory products and the confidence of prospective purchasers in Dataram's ability to provide service over the life of the product are important factors in making sales. As a consequence, the Company adopted many years ago a Lifetime Warranty program for its memory products. The economic useful life of the computer systems to which Dataram's memory equipment is attached is almost always substantially less than the physical useful life of the equipment itself. Thus, memory systems are unlikely to "wear out." The Company's experience is that less than 1% of all the products it sells are returned under the Lifetime Warranty.
Working Capital Requirements
The memory product business is heavily dependent upon the price of DRAMs. Producers of DRAM are required to invest substantial capital resources to produce their end product. Their marginal cost is low as a percentage of the total cost of the product. As a result, the world-wide market for DRAMs has swung in the past from periods of substantial over supply, resulting in falling prices for DRAMs, to wide availability of DRAMs, rapid delivery of DRAMs and ability of the Company to have minimum inventories to meet the needs of customers; to periods of shortage, where DRAMs are allocated and where the Company must invest heavily in inventory in order to continue to be assured of the supply of DRAMs from vendors. This volatility in the price and availability of the Company's basic raw material requires Dataram to maintain substantial cash and credit resources at all times. At April 30, 2000, the Company had cash and cash equivalents of $13,650,000 and also had available an unused line of credit in the amount of $12 million. At the present time, the market for DRAMs is neither one of over supply nor shortage.
Memory Product Complexity
DRAM memory products for workstations and servers had, for many years, been undergoing a process of simplification with a corresponding decline in profit margins as competitors' entry into the market became easier. However, recent trends in the market have seen the development by OEMs of more complex memory designs. This has enabled Dataram to increase its margins somewhat.
Engineering and Development
The Company's ability to compete successfully depends upon its ability to identify new memory needs of its customers. To achieve this goal, the Company's engineering group continually monitors computer system vendors' new product developments, and the Company evaluates and tests major components as they become available. Dataram designs prototype memory products and subjects them to reliability testing procedures. During its fiscal year ended April 30, 2000, the Company incurred costs of $1,391,000 for engineering and product development compared to $1,373,000 in fiscal 1999 and $1,113,000 in fiscal 1998.
Manufacturing
The Company purchases standard dynamic random access memory ("DRAM") chips. The costs of such chips is approximately 80% of the total manufacturing cost of memory products. Fluctuations in the availability or prices of memory chips can have a significant impact on the Company's profit.
Dataram has created close relationships with a number of primary suppliers while qualifying and developing alternate sources as a back up. The qualification program consists of extensive evaluation of process capabilities, on-time delivery performance and financial stability of each supplier. Alternative sources are qualified to normally assure supply in the event of a problem with the primary source or to handle surges in demand. The Company assembles its memory boards which are rigorously tested in the Company's quality assurance program.
Backlog
The Company expects that all backlog on hand will be filled during the current fiscal year. The Company believes that backlog is generally not material to its business since the Company usually ships its memory products on the same day an order is received.
Competition
The intensely competitive computer industry is characterized by rapid technological change and constant pricing pressures. These characteristics are equally applicable to the third party memory market, where pricing is a major consideration in the buying decision. Dataram competes with Sun, HP, Compaq (including DEC), Silicon Graphics, IBM and Dell, as well as with a number of third party memory suppliers, including Kingston Technology.
Although many of Dataram's competitors possess significantly greater financial, marketing and technological resources, the Company competes favorably based on the buying criteria of price/performance, time-to-market, product quality, reliability, service/support, breadth of product line and compatibility with computer system vendors' technology. Dataram's objective is to continue to remain strong in all of these areas with particular focus in price/performance and time-to-market, which management believes are two of the more important criteria in the selection of third party memory product suppliers. Market research and analysis capability by the Company is necessary to ensure timely information on new products and technologies coming from the computer system vendors and from the overall memory market. Dataram must continue low cost, high volume production while remaining flexible to satisfy the time-to-market requirement.
The Company believes that its 33-year reputation for providing quality products is an important factor to its customers when making a purchase decision. To strengthen this reputation, the Company has a comprehensive lifetime warranty and service program which provides customers with added confidence in buying from Dataram. See "Business-Product Warranty and Service."
Patents, Trademarks and Licenses
The Company believes that its success depends primarily upon the price and performance of its products rather than on ownership of copyrights or patents.
Sale of memory products for systems that use proprietary memory design can from time to time give rise to claims of copyright or patent infringement. In most such instances the Company has either obtained the opinion of patent counsel that its products do not violate such patents or copyrights or obtained a license from the original equipment manufacturer.
To the best of the Company's knowledge and belief, no Company product infringes any valid copyright or patent. However, because of rapid technological development in the computer industry with concurrent extensive patent coverage and the rapid rate of issuance of new patents, questions of infringement may continue to arise in the future. If such patents or copyrights are perfected in the future, the Company believes, based upon industry practice, that any necessary licenses would be obtainable upon the payment of reasonable royalties.
Employees
As of April 30, 2000, the Company had 166 full-time employees. The Company believes it has satisfactory relationships with its employees. None of the Company's employees are covered by a collective bargaining agreement.
Environment
Compliance with federal, state and local provisions which have been enacted or adopted to regulate the protection of the environment does not have a material effect upon the capital expenditures, earnings and competitive position of the Company. The Company does not expect to make any material expenditures for environmental control facilities in either the current fiscal year (fiscal 2001) or the succeeding fiscal year (fiscal 2002).
(d) Financial Information about Foreign and Domestic Operations and Export Sales.
REVENUES (000's) Export Fiscal U.S. Europe Other Consolidated 2000 85,832 14,865 8,455 109,152 1999 56,292 13,960 5,601 75,853 1998 54,989 14,860 7,437 77,286
PERCENTAGES Export Fiscal U.S. Europe Other Consolidated 2000 78.6% 13.6% 7.8% 100.0% 1999 74.2% 18.4% 7.4% 100.0% 1998 71.2% 19.2% 9.6% 100.0%
Item 2.
Item 2. Properties
The Company occupies approximately 24,000 square feet of space for administrative, sales, research and development and manufacturing support in West Windsor Township, New Jersey under a lease expiring on June 30, 2001.
The Company leases a 32,000 square foot assembly plant in Northampton Township, Pennsylvania. The lease expires on January 31, 2006 and the Company has a two-year renewal option.
The Company also leases one sales, marketing and distribution center in England.
On September 29, 1980, the Company purchased approximately 81 acres of undeveloped property in West Windsor Township, New Jersey. The purchase price of $875,000 was paid in cash. This property is approximately five miles from the Company's current leased facilities.
Item 3.
Item 3. Legal Proceedings
The Company is not engaged in any material legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of Security Holders in the fourth quarter of the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Incorporated by reference herein is the information set forth in the Company's 2000 Annual Report to Security Holders under the caption "Common Stock Information" at page 9.
Item 6.
Item 6. Selected Financial Data
Incorporated by reference herein is the information set forth in the 2000 Annual Report to Security Holders under the caption "Selected Financial Data" at page 21.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Incorporated by reference herein is the information set forth in the 2000 Annual Report to Security Holders under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" at page 4 through page 8.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Incorporated by reference herein is the information set forth in the 2000 Annual Report to Security Holders under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" at page 9.
Item 8.
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements and Schedule Page in Annual Report*
Consolidated Financial Statements:
Consolidated Balance Sheets as of April 30, 2000 and 1999. 10
Consolidated Statements of Earnings - Years ended April 30, 2000, 1999 and 1998. . . . . . . . . . . . . 11
Consolidated Statements of Cash Flows - Years ended April 30, 2000, 1999 and 1998. . . . . . . 12
Consolidated Statements of Stockholders' Equity - Years ended April 30, 2000, 1999 and 1998. . . . . . . 13
Notes to Consolidated Financial Statements - April 30, 2000, 1999 and 1998. . . . . . . . . . . .14-19
Independent Auditors' Report on Consolidated Financial Statements. . . . . . . . . . . . . . . . 20
Page in Financial Statement Schedule: 10-K
Valuation and Qualifying Accounts - Years ended April 30, 2000, 1999 and 1998 . . . . . . 14 Independent Auditors' Report on Financial Statement Schedule . . . . . . . . . . . . 15
All other schedules are omitted as the required information is not applicable or because the required information is included in the consolidated financial statements or notes thereto. - -------------- *Incorporated herein by reference.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders Dataram Corporation:
Under date of May 24, 2000, we reported on the consolidated balance sheets of Dataram Corporation and subsidiary as of April 30, 2000 and 1999, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended April 30, 2000, as contained in the April 30, 2000 Annual Report to Security Holders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the year ended April 30, 2000. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedule as listed in the accompanying index. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG LLP
KPMG LLP
Princeton, New Jersey May 24, 2000
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Incorporated by reference herein is the information set forth in the Definitive Proxy Statement under the captions "Executive Officers of the Company," "Nominees for Director" and "Section 16 Compliance."
Item 11.
Item 11. Executive Compensation
Incorporated by reference herein is the information set forth in the Definitive Proxy Statement under the caption "Executive Compensation."
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated by reference herein is the information set forth in the Definitive Proxy Statement under the caption "Security Ownership of Certain Beneficial Owners and Management."
Item 13.
Item 13. Certain Relationships and Related Transactions
Incorporated by reference herein is the information set forth in the Definitive Proxy Statement under the captions "Executive Compensation" and "Board of Directors."
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements incorporated by reference into Part II of this Report.
2. Financial Statement Schedule included in Part II of this Report.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the last quarter of the fiscal year covered by this report.
(c) Exhibits:
The Exhibit Index appears on page 18.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DATARAM CORPORATION (Registrant)
Date: July 27, 2000 By: ROBERT V. TARANTINO
________________________________ Robert V. Tarantino, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Date: July 27, 2000 By: ROBERT V. TARANTINO
________________________________ Robert V. Tarantino, President Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
Date: July 27, 2000 By: RICHARD HOLZMAN
________________________________ Richard Holzman, Director
Date: July 27, 2000 By: THOMAS A. MAJEWSKI
________________________________ Thomas A. Majewski, Director
Date: July 27, 2000 By: BERNARD L. RILEY
________________________________ Bernard L. Riley, Director
Date: July 27, 2000 By: ROGER C. CADY ________________________________ Roger C. Cady, Director
Date: July 27, 2000 By: MARK E. MADDOCKS
________________________________ Mark E. Maddocks Vice President, Finance (Principal Financial Officer)
Date: July 27, 2000 By: ANTHONY M. LOUGEE
________________________________ Anthony M. Lougee Controller (Principal Accounting Officer)