UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the fiscal year ended December 31, 20052007 |
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o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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| | | For the transition period from to |
Commission file number 0-18277
VICOR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 04-2742817 |
(State or other jurisdiction of
incorporation or organization) | | (IRS employer
identification no.) |
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25 Frontage Road, Andover, | | 01810 |
Massachusetts | | (Zip code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code:
(978) 470-2900
Securities registered pursuant to Section 12(b) of the Act:
None
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Common Stock, $.01 par Value | | The NASDAQ Stock Market, LLC |
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| (Title of Class) | | | (Name of Each Exchange on Which Registered | ) |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par valueNone
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to thisForm 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o Accelerated Filer þ
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Large accelerated filero | | Accelerated filerþ | | Non-accelerated filer o
(Do not check if a smaller reporting company) | | Smaller Reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $266,663,400$260,538,271 as of June 30, 2005.2007.
On February 28, 2006,29, 2008, there were 30,101,90729,851,286 shares of Common Stock outstanding and 11,854,95211,785,052 shares of Class B Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement (the “Definitive Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A and relating to the Company’s 20062008 annual meeting of stockholders are incorporated by reference into Part III.
TABLE OF CONTENTS
PART I
This Annual Report onForm 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believes,” “expects,” “anticipates,” “intend,” “estimate,” “plans,” “assumes,” “may,” “will,” “would,” “should,” “plans,” “expects,” “anticipates,” “believes,” “is designed to,” “continue,” “estimate,“prospective,” “project,” “intend,” “assumes,” “prospective” and other similar expressions identify forward-looking statements. Forward-looking statements also include statements regarding the derivation of a substantial portion of the Company’s sales in each quarter from orders booked in the same quarter, the Company’s plans to invest in research and development and manufacturing equipment, the Company’s belief regarding market risk being mitigated because of limited foreign exchange fluctuation exposure, the Company’s continued success depending in part on its ability to attract and retain qualified personnel, the Company’s belief that cash generated from operations and the total of its cash and cash equivalents and short-term investments will be sufficient for the foreseeable future, the Company’s intention regarding protecting its rights under its patents and the Company’s expectation that no current litigation or claims will have a material adverse impact on its financial position or results of operations. These statements are based upon the Company’s current expectations and estimates as to the prospective events and circumstances which may or may not be within the Company’s control and as to which there can be no assurances.assurance. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors, including our ability to develop and market new products and technologies cost effectively, to leverage design wins into increased product sales, to continue to make progress with key customers and prospects, to decrease manufacturing costs, to enter into licensing agreements that amplify the market opportunity and accelerate market penetration, to realize significant royalties under license agreements, to achieve a sustainable increased bookings rate over a longer period, to hire key personnel and to continue to build our three business units, to successfully enforce our intellectual property rights, to successfully defend outstanding litigation, to successfully leverage the V*I Chips in standard products to promote market acceptance of Factorized Power, to develop or maintain an effective system of internal controls, to obtain required financial information for certain investments on a timely basis, and factors impacting the Company’s various end markets, the impact of write-downs in the value of assets, the effects of equity accounting with respect to certain affiliates, the failure of auction rate securities to sell at their reset dates as well as those factors described in the risk factors set forth in this report. Reference is made in particular to the discussions set forth in this Annual Report onForm 10-K under Part I, Item 1I — “Business,” — Second-Generation Products,“Competition,” “— Competition,” “— Patents,” “— Licensing,— “Patents,” and “— Risk— “Licensing,” under Part I, Item 1A — “Risk Factors,” under Part I, Item 3 — “Legal Proceedings,” and under Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risk factors contained in this report may not be exhaustive. Therefore, the information contained in this report should be read together with other reports and documents that the Company files with the Securities and Exchange Commission from time to time, includingForms 10-Q, and8-K, which may supplement, modify, supersede or update those risk factors. The Company does not undertake any obligation to update any forward-looking statements as a result of future events or developments.
ITEM 1 — BUSINESS
The Company
Vicor Corporation was incorporated in Delaware in 1981. Unless the context indicates otherwise, the term “Company” meansor “Vicor” mean Vicor Corporation and its consolidated subsidiaries. The Company designs, develops, manufactures and markets modular power components and complete power systems, many of which use an innovative, high frequency electronic power conversion technology called “zero current and zero voltage switching.” In April 2003, the Company announced the introduction of a new power system architecture based on an array of proprietary power conversion technologies called Factorized Power Architecture (“FPA”). The Company believes FPA will provide power system designers with enhanced performance at a lower cost than attained with conventional Distributed Power Architecture (“DPA”). The Company’s principal product lines are covered by one or more United States and foreign patents. Power systems, a central element in any electronic system, convert power from a primary power source (e.g., a wall outlet or battery source) into the stable DC voltages that are required by most contemporary electronic circuits.
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In 1986, the Company formed Westcor Corporation (“Westcor”). During 1990, Westcor was merged into the Company and became a division. Westcor manufactures configurable products at its location in Sunnyvale, California. In 1987, the Company formed VLT Corporation as its licensing subsidiary. During 2000, the Company reincorporated VLT Corporation in California by merging it with and into VLT, Inc., a wholly owned subsidiary of the Company. In 1990, the Company established a Technical Support Center in Germany. In 1995, the Company established Technical Support Centers in France, Italy, Hong Kong, and England. Also in 1995, the Company established Vicor Integration Architects (“VIAs”), most of which are majority-owned subsidiaries. VIAs provide customers with local design and manufacturing services for turnkey custom power solutions. At December 31, 20052007 there were six (6) VIAs operating in the United States. In 1996, the Company established Vicor B.V., a Netherlands company, which serves as a European Distribution Center. In 1998, the Company acquired the principal assets of the switching power supply businesses owned by the Japan Tobacco, Inc. group and established a direct presence in Japan through a new subsidiary called Vicor Japan Company, Ltd. (“VJCL”). VJCL markets and sells the Company’s products and provides customer support in Japan. In 2001, the Company established Picor Corporation (“Picor”), a subsidiary which designs, develops and markets Power Management Integrated Circuits and related products for use in a variety of power system applications. Picor develops these products to be sold as part of Vicor’s
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products or to third parties for separate applications. In 2007, the Company established V*I Chip Corporation as a wholly-owned subsidiary of Vicor which designs, develops, manufactures and markets the Company’s FPA products. The Company’s Common Stock became publicly traded on the NASDAQ National Market System in April 1990. All of the above named entities are consolidated in the Company’s financial statements.
The Company maintains a website with the address www.vicorpower.com. We make available free of charge through our website our Annual Reports onForm 10-K, Quarterly Reports onForm 10-Q and Current Reports onForm 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission. The information contained on our website is not a part of, or incorporated by reference into, this Annual Report onForm 10-K.
The Products
Power systems are incorporated into virtually all electronic products, such as computers and telecommunications equipment, to convert electric power from a primary source, for example a wall outlet or battery source, into the stable DC voltages required by electronic circuits. Because power systems are arranged in a myriad of application-specific configurations, the Company’s basic strategy is to exploit the density and performance advantages of its technology by offering comprehensive families of economical, component-level building blocks which can be used to configure a power system specific to a user’s needs. In addition to component-level power converters, which serve as modular power system building blocks, the Company also manufactures and sells complete configurable power systems, accessory products, and custom power solutions. The Company operateshas organized its business segments according to its key product lines. The Brick Business Unit segment (“BBU” or “Brick”) designs, develops, manufactures and markets the Company’s modular power converters and configurable products, and includes the operations of the Company’s Westcor division, VIAs and VJCL. The V*I Chip segment consists of V*I Chip Corporation, a wholly owned subsidiary which designs, develops, manufactures and markets the Company’s FPA products. The Picor segment consists of Picor Corporation, a majority-owned subsidiary of Vicor, which designs, develops, manufactures and markets Power Management Integrated Circuits and related products for use in one industry segment: the development, manufacture and salea variety of power conversion components and systems.system applications. Picor develops these products to be sold as part of Vicor’s products or to third parties for separate applications. The Company’s principal product lines include:
Brick Products
Modular Power Converters
The Company currently offers four first-generationseven families ofcomponent-level DC-DC power converters: the VI-200, VI-J00, MI-200, MI-J00, Maxi, Mini and MI-J00Micro families. Designed to be mounted directly on a printed circuit board assembly and soldered in place using contemporary manufacturing processes, each family comprises a
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comprehensive set of products which are offered in a wide range of input voltage, output voltage and power ratings. This allows end users to select products appropriate to their individual applications. The product families differ in maximum power ratings, performance characteristics, package size and, in certain cases, in target market.
Since 1998, the Company has introduced four familiesinput series of its second-generation of high power density,component-level DC-DC converters. converters in three standard packages: the full size (Maxi), the half size (Mini) and the quarter size (Micro), along with military-commercial-off-the-shelf (“MIL-COTS”) products. In 1998, the 48 Volt input familyseries was introduced, which was designed for the telecommunications market as well as for distributed power systems. The products consist of modules with the most popular output voltages in all three of the Company’s second-generation standard packages: the full size (Maxi), the half size (Mini) and the quarter size (Micro). Output power levels from 50 to 500 Watts are covered by these second-generation products. In 1999, this was followed by two additional families:series: a 300 Volt input for off-line (rectified 115 or 230 Volt ac) and distributed power applications, and a 375 Volt input specifically designed for use in power factor corrected systems. This latter familyseries increased the power available to 600 Watts. In 2001, a 24 Volt input familyseries was added to the standard second-generation product line to address additional telecommunications, industrial and defense market opportunities. The Company has undergone a process of converting these products to the new FasTrak platform that was completed in the first quarter of 2006. The conversion to FasTrak has resulted in lower unit costs, improved manufacturing yields, improved field reliability and improved gross margins.
The Vicor Design Assistance Computer (“VDAC”), a core component of the Vicor PowerBench tool suite, was introduced for general use in 2000 and is a proprietary system, which enables Vicor’s customers to specify on-line, and verify in real time, the performance and attributes of second-generationits Maxi, Mini, Micro and MIL-COTS DC-DC converters. Using patented technology, VDAC enables the design of second-generation DC-DC converters with any output voltage between 2 and 48 VoltVolts and with any input voltage from 18 to 425 Volt,Volts, with an input voltage range of up to 2.1:1, available in all of the Vicor established brick standards, full-, half- and quarter-size. Output power is selectable over a continuous range of 20 to 500 Watts per module and modules can be configured in fault-tolerant arrays capable of delivering several kilowatts.
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Configurable Products
Utilizing its standard converters as core elements, the Company has developed several product families, which provide complete power solutions configured to a customer’s specific needs. These products exploit the benefits of the component-level approach to offer higher performance, higher power densities, lower costs, greater flexibility and faster delivery than traditional competitive offerings.
Most process control, information technology (“IT”) and industrial electronic products operate directly off of AC lines. “Off-line” power systems require “front end” circuitry to convert AC line voltage into DC voltage for the core converters. The Company’s off-line AC-DC products incorporate a set of modular front endfront-end subassemblies to offer a complete power solution from AC line input to highly regulated DC output. The product selection includes a low-profile modular design in various sizes and power levels, and a choice of alternatives to conventional “box switchers,” — high power, off-line bulk supplies in industry-standard packages. Voltage and power levels can be either factory or field configurable.
Many telecommunications, defense and transportation electronic products are powered from central DC sources (battery plants or generators). The Company’s DC-DC power system choices include a low-profile modular design similar to the corresponding AC-DC system and a rugged, compact assembly for chassis-mounted, bulk power applications.
In February 2001, the Company introduced the VIPAC family of power systems, a new class of user defined, modular power solutions. VIPAC is a new type of integrated power system leveraging the latest advances in second-generationMaxi, Mini, and Micro DC-DC converter technology and modular front ends. VIPAC combines application specific front end units, a choice of chassis styles and, in AC input versions, remotely locatedhold-up capacitors to provide fast, flexible and highly reliable power solutions for a wide range of demanding applications.
The web-based Vicor Computer Aided Design (“VCAD”), similar in concept to VDAC,tool, also a component of Vicor PowerBench, can be utilized by the customer to specify and verify, in real time, that customer’s desired VIPAC configuration. The VCAD
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Vicor PowerBench system enables the design of a custom configured VIPAC product from all available combinations of inputs, outputs, chassis and optional features.
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| Factorized Power ArchitectureAccessory Power System Components |
In April 2003, the Company announced the introduction of a new power system architecture based on an array of proprietary power conversion technologies called Factorized Power Architecture (“FPA”). The Company believes FPA will provide power system designers with enhanced performance at a lower cost than attained with conventional Distributed Power Architecture (“DPA”). Factorized Power maximizes the competitiveness of a power system with a high degree of systems flexibility, power density, conversion efficiency, transient responsiveness, noise performance and reliability. FPA is enabled by power conversion components called V•I Chips or “VICs”. V•I Chips deliver up to 300 Watts of power in a surface-mount (“SMD”) J-lead package occupying less than 0.25 cubic-inch of space, with power densities up to 1,200 Watts per cubic-inch, which represents a seven to eight times improvement over the Company’s second-generation products.
In May 2003, the Company introduced the first family of products based on this new technology, 48 Volt to 12 Volt Bus Converter Modules (“BCM”) for conventional Intermediate Bus Architecture applications. In July 2003, the Company introduced its first V•I Chiptm Voltage Transformation Module (“VTM”). VTMs are designed to meet the demands of advanced Digital Signal Processors (“DSP”), Field Programmable Gate Arrays (“FPGA”), Application Specific Integrated Circuits (“ASIC”), processor cores and microprocessor applications at the point of load (“POL”) while providing isolation from input to output. They may be paralleled to deliver hundreds of Amperes. In January 2004, the Company announced the availability of the first members of its 48 Volt Intermediate Bus Converter Modules (“IBCs”). Offered in standard 1/4 brick format and operating from a 38-55 Volt DC input, the IBC family consists of ten fixed ratio standard models with nominal outputs from 3 to 48 Volt DC delivering up to 100 Amperes or 600 Watts.
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Additional VTM and BCM products were introduced throughout 2004. In November 2004, the Company introduced a new V•I Chip-based product called the “VICBrick”. This consists of a new class of VIC, the Pre-Regulator Module (“PRM”), coupled with a VTM and mounted on an industry standard1/4 brick format printed circuit board. The PRM provides the regulation function and, when combined with the VTM, enables tight control of the voltage delivered to the load. The VICBrick replicates the functionality of standard1/4 brick DC-DC converters while offering the benefits of FPA in a familiar and widely adopted package.
In 2005, the Company completed the matrix of 48 Volt V•I Chips: the 36-75 Volt input PRM, which can operate from the wide DC input voltages normally encountered in telecommunications systems and the complete line of VTMs compatible with this PRM. With these devices, 48 Volt FPA systems can be implemented with regulated and isolated outputs between 0.8-55 Volt DC. In addition, several V•I Chip specialty products were designed for and delivered to specific customers for them to evaluate for use in potential applications where V•I Chips can enable significant market advantages. Prototypes of the first PRM for the military/defense COTS market were also delivered.
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| Accessory Power System Components |
Accessory power system components, used with the Company’s component-level power converters, integrate other important functions of the power system, facilitating the design of complete power systems by interconnecting several modules. In general, accessory products are used to condition the inputs and outputs of the Company’s modular power components.
VI-HAMs (Harmonic Attenuator Modules) are universal-AC-input, power-factor-correcting front ends for use with compatible power converters. VI-AIMs (AC Input Modules) provide input filtering, transient protection and rectification of the AC line. VI-IAMs (Input Attenuator Modules) provide the DC input filtering and transient protection required in industrial and telecommunications markets. VI-RAMs (Ripple Attenuator Modules) condition converter module outputs for extremely low noise systems. In 1998, the Company doubled the power capability of its component-level AC front end, the VI-ARM (AC Rectifier Module). This new front end product is packaged in the same “Micro” package and includes a microcontroller that tracks the AC line to ensure correct operation for domestic or international line voltages. In addition, two accessory products for the 48 Volt input second-generationMaxi, Mini, and Micro family were introduced in 1999: the FiltMod for input filtering and the IAM48 for transient and spike protection. In 2000, the FARM and FIAM were introduced. The FARM combines autoranging AC input capability with filtering to simplify the design of AC-DC systems. The FIAM combines filtering and transient suppression for 48 volt input applications. In 2005, the High-Boost HAM was introduced. This product can be combined with standard second-generationMaxi, Mini and Micro DC-DC converters, greatly improving power density and cost effectiveness in AC-DC designs.
Customer Specific Products
Since its inception, the Company has accepted a certain amount of “custom” power supply business. In most cases, the customer was unable to obtain a conventional solution that could achieve the desired level of performance in the available space. By utilizing its component-level power products as core elements in developing most of these products, the Company was able to meet the customer’s needs with a reliable, high power density, total solution. However, in keeping with the Company’s strategy of focusing on sales of standard families of component-level power building blocks, custom product sales have not been directly pursued. The Company has traditionally pursued these custom opportunities through Value-Added-Resellers (“VARs”) and a network of VIAs (see Part I, Item 1 — “Business — The Company”). Most of the VIAs are majority owned by the Company, while VARs are independent businesses. Both VIAs and VARs are distributed geographically and are in close proximity to many of their customers.
V*I Chip Products
In April 2003, the Company announced the introduction of a new power system architecture based on an array of proprietary power conversion technologies called Factorized Power Architecture (“FPA”). The Company believes FPA will provide power system designers with enhanced performance at a lower cost than attained with conventional DPA. Factorized Power maximizes the competitiveness of a power system with a high degree of systems flexibility, power density, conversion efficiency, transient responsiveness, noise performance and reliability. FPA is enabled by power conversion components called V*I Chips or “VICs”. V*I Chips deliver up to 320 Watts of power in a surface-mount (“SMD”) J-lead package occupying less than 0.3 cubic-inch of space, with power densities up to 1,100 Watts per cubic-inch, which represents a seven to eight times improvement over the Company’s Maxi, Mini and Micro products.
In May 2003, the Company introduced the first family of products based on this new technology, 48 Volt to 12 Volt Bus Converter Modules (“BCM”) for conventional Intermediate Bus Architecture applications. In July 2003, the Company introduced its first V*I Chiptm Voltage Transformation Module (“VTM”). VTMs are designed to meet the demands of advanced Digital Signal Processors (“DSP”), Field Programmable Gate Arrays (“FPGA”), Application Specific Integrated Circuits (“ASIC”), processor cores and microprocessor
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applications at the point of load (“POL”) while providing isolation from input to output. They may be paralleled to deliver hundreds of Amperes. In January 2004, the Company announced the availability of the first members of its 48 Volt Intermediate Bus Converter Modules (“IBCs”). Offered in standard 1/4 brick format and operating from a38-55 Volt DC input, the IBC family consists of ten fixed ratio standard models with nominal outputs from 3 to 48 Volt DC delivering up to 100 Amperes or 600 Watts. Additional VTM and BCM products were introduced throughout 2004.
In 2005, the Company completed the matrix of 48 Volt V*I Chips: the36-75 Volt input Pre-Regulator Module (“PRM”), which can operate from the wide DC input voltages normally encountered in telecommunications systems and the complete line of VTMs compatible with this PRM. With these devices, 48 Volt FPA systems can be implemented with regulated and isolated outputs between 0.8-55 Volt DC. In addition, several V•I Chip specialty products were designed for and delivered to specific customers for them to evaluate for use in potential applications where V•I Chips can enable significant market advantages. High voltage (380 volts) BCM products were introduced to provide “power factor correction — to — processor” down conversion. MIL — COTS rated products for defense applications were qualified and released for production in 2007.
Picor Products
In 2002, the MicroRAM (“μµRAM”) was introduced. This product, designed by the Company’s Picor subsidiary, performs a function similar to the VI-RAM product in a smaller package at a lower price. In 2003, Picor introduced two new families of products, the QPO (QuietPowertm — Output Ripple Attenuation SiP) and QPI (QuietPowertm — 12 Amp Active EMI Filter for DC-DC Converters). The QPO performs a similar function to the μRAMµRAM in a smaller, lower cost surface mount package. Different QPO models allow customers to solve unique output noise problems. The QPI filters unwanted Electro-Magnetic Interference (“EMI”) from the input supply bus. The product is targeted at the telecom market and the emerging Advanced Telecommunication Computing Architecture (“ATCA”) segment. In 2004, Picor expanded its QPI product offerings to include several new products targeted at 24 Volt industrial and military COTS voltage bus supplies. In 2005, Picor introduced the QPI-8, the industry’s firstSystem-inSystem-in-a-Package-a-Package (SiP) device designed to integrate the total hot-swap function with an active EMI filter. This integrated device enables live insertion of plug-in cards and simultaneous EMI noise suppression for DC-DC converter applications.
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| Customer Specific Products |
Since its inception, the Company has accepted a certain amount of “custom” power supply business. In most cases, the customer was unable to obtain a conventional solution that could achieve the desired level of performance in the available space. By utilizing its component-level power products as core elements in developing most of these products, the Company was able to meet the customer’s needs with a reliable, high power density, total solution. However, in keeping with the Company’s strategy of focusing on sales of
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standard families of component-level power building blocks, custom product sales have not been directly pursued. The Company has traditionally pursued these custom opportunities through Value-Added-Resellers (“VARs”) and a network of VIAs (see Part I, Item 1 — “Business — The Company”). Most of the VIAs are majority owned by the Company, while VARs are independent businesses. Both VIAs and VARs are distributed geographically and are in close proximity to many of their customers.
European Union Restriction of Hazardous Substances (“RoHS”)
The Company has elected to comply with the European Union’s (“EU”) directive on the use of certain hazardous substances in electrical and electronic equipment, referred to as RoHS or as the “lead free directive.” The Company has established a formal plan to make Vicor products compliant with this directive ahead of the designated July 1, 2006 deadline. Compliance will involve working with certain suppliers and customers, may potentially require the redesign of certain products and may require the modification of certain manufacturing processes (see Part I, Item I — “Risk Factors”).
Sales and Marketing
The Company sells its products through a network of 3028 independent sales representative organizations in North and South America and internationally, through 4236 independent distributors. Sales activities are managed by a staff of Area Directors and Regional and StrategicNational Account Sales Managers and sales personnel based at the Company’s world headquarters in Andover, Massachusetts, its Westcor division in Sunnyvale, California, a Technical Support Center in Lombard, Illinois, a VIA location in Oceanside, California, and in its Technical Support Center subsidiaries in Munich, Germany; Camberley Surrey, England; Milan, Italy; Paris, France; Hong Kong and in its subsidiary in Tokyo, Japan.
Export sales, as a percentage of total net revenues, were approximately 42%, 41%37% in 2007 and 38%2006, and 42%, in 2005, 2004 and 2003, respectively.
Because of the technical nature of the Company’s product lines, the Company engages a staff of Field Applications Engineers to support the Company’s sales activities. Field ApplicationsApplication Engineers provide direct technical sales support worldwide to reviewexisting and potential customers by reviewing new applications and technical matters with existing and potential customers. There are Field Application Engineers assigned to all Company locations and they are supported by product specialistsProduct Specialists (Product Line Engineers) located in Andover.Andover , Massachusetts support field application engineers assigned to all company locations. The Company generally warrants its products for a period of two years.
The Company also sells directly to customers through Vicor Express, an in-house distribution group. Through advertising and periodic mailing of its catalogs, Vicor Express generally offers customers rapid delivery on small quantities of many standard products. The Company, through Vicor B.V., has Vicor Express operations in Germany, France, Italy and England.
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Customers and Applications
The Company’s customer base is comprised of large Original Equipment Manufacturers (OEMs) and smaller, lower-volume users that are broadly distributed across several major market areas.
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Some examples of the diverse applications of the Company’s products are:
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Telecommunications: | | Military/Defense: |
| Central Office Systems | | Secure Communications Equipment |
| Fiber Optic Systems | | Unmanned Airborne/Remotely Piloted Vehicles |
| Cellular Telecommunications | | Aircraft/Weapons Test Equipment |
| Microwave Communications | | Ruggedized Computers |
| ATM Switches | | Electronic Warfare Equipment |
| Paging Equipment | | Reconnaissance/Targeting Systems |
| Broadcast Equipment | | Global Positioning Systems |
| Remote Telemetry Equipment | | Missile Defense Systems |
| Cable Head End Equipment | | Radio/Telemetry Systems |
| Power Amplifiers | | NBC Detection Equipment |
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Industrial: | | Information Technology: |
| Process Control Equipment | | RAID Systems |
| Medical Equipment | | Parallel Processors |
| Seismic Equipment | | Data Storage Systems |
| Test Equipment | | Network Servers |
| Transportation Systems | | Enterprise Servers |
| Agricultural Equipment | | File Servers |
| Material Handling Equipment | | Optical Switches |
| Marine Products | | |
| Commercial Avionics | | |
For the years ended December 31, 2005, 20042007, 2006 and 2003,2005, no single customer accounted for more than 10% of net revenues.
Backlog
As of December 31, 2005,2007, the Company had a backlog of approximately $38.6$46.7 million compared to $36.3$36.4 million at December 31, 2004.2006. Backlog is comprised of orders for products, which have a scheduled shipment date within the next 12 months. The Company believes that a substantial portion of sales in each quarter is, and will continue to be, derived from orders booked in the same quarter.
Research and Development
As a basic element of its long-term strategy, the Company is committed to the continued advancement of power conversion technology and power component product development. The Company’s research and development efforts are focused in four areas: continued enhancement of the Company’s patented technology; expansion of the Company’s families of componentlevel DC-DC converter products; development of the new FPA products and power management integrated circuits; and continued development of configurable products based upon market opportunities. The Company invested approximately $29.5$30.4 million, $26.2$31.4 million and $23.4$29.5 million in research and development in 2005, 20042007, 2006 and 2003,2005, respectively. Investment in research and development represented 16.4%15.5%, 15.3%16.3% and 15.5%16.4% of net revenues in 2005, 20042007, 2006 and 2003,2005, respectively. The Company plans to continue to invest a significant percentage of revenues into research and development.
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Manufacturing
The Company’s principal manufacturing processes consist of assembly of electronic components onto printed circuit boards, automatic testing of components, wave, reflow and infrared soldering of assembled components, encapsulation of converter subassemblies, final environmental stress screening of certain products and product test using automatic test equipment.
The Company continues to pursue itsa strategy based upon the phased acquisitionand/or fabrication, qualification and integration of automated manufacturing equipment to minimize manual assembly processes, reduce manufacturing costs, increase product quality and reliability and ensure its ability to rapidlyenable rapid and effectively
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expandeffective expansion of capacity, as needed. The strategy is based upon the phased acquisition and/or fabrication, qualification and integration of automated manufacturing equipment. The Company plans to make continuing investments in manufacturing equipment, particularly for the Company’s new FPA products (see Part I, Item I — “The Products — Factorized Power Architecture”). and replacement of aging manufacturing equipment utilized by the Brick Business Unit.
Components used in the Company’s products are purchased from a variety of vendors. Most of the components are available from multiple sources. In instances of single source items, the Company maintains levels of inventories it considers to be appropriate to enable it to meet delivery requirements of customers. Incoming components, assemblies and other parts are subjected to several levels of inspection procedures.
Compliance by the Company with applicable environmental laws has not had a material effect on the financial condition or results of operations of the Company.
Second-Generation ProductsCompetition
Revenues of second-generation products increased by 14.1% in 2005 over 2004, unit production increased 8.6%, and orders increased 22.1%. Both first-and second-generation products are sold to similar customers. Gross margins on second-generation products continue to be significantly lower than those of first-generation products, principally due to high depreciation expense associated with second-generation manufacturing equipment. The process of converting second-generation products to the new FasTrak platform is substantially complete, with the last units scheduled for conversion in the first quarter of 2006. The last production and shipment of products based on the original second-generation platform is scheduled for completion in the first quarter of 2006. The conversion to FasTrak has resulted in lower unit costs, improved manufacturing yields, improved field reliability and improved gross margins. The Company is actively working towards continued yield improvement and cost reduction on FasTrak products. There can be no assurance that such volumes, yields or cost reductions can be attained.
Competition
The power conversion industry is highly competitive. Many power supply manufacturers target markets similar to those of the Company. Representative examples of these manufacturers are: Lambda Electronics, a subsidiary of TDK Corporation; the formerLineage Power (formerly Tyco Electronics Power Systems, business unitnow owned by the Gores Group); Artesyn Technologies and Astec Power, subsidiaries of Lucent Technologies, nowEmerson Electric Co., Power-One, Inc., and Murata Power Solutions, a subsidiary of Tyco International, Ltd.; Artesyn Technologies; Astec Power, a subsidiary of Emerson Electric Company; Power-One, Inc.; and C&D Technologies, Inc., Power Electronics Division.Murata Manufacturing Co. Although certain of the Company’s competitors have significantly greater financial and marketing resources and longer operating histories than the Company, the Company believes that it has a strong competitive position, particularly with customers who need small, high density power system solutions requiring a variety of input-output configurations. The Company bases its competitive strategy on technical innovation, product performance, service and technical support, and in offering a broad product line. The principal methods of competition in the markets in which the Company’s products compete are price, performance and the level of service and technical support offered.
Patents
The Company believes that its patents afford advantages by building fundamental and multilayered barriers to competitive encroachment upon key features and performance benefits of its principal product families. The Company’s patents cover the fundamental conversion topologies used to achieve the performance attributes of its converter product lines; converter array architectures which are the basis of the products’ “parallelability”; product packaging design; product construction; high frequency magnetic structures; and automated equipment and methods for circuit and product assembly.
On February 16, 1999, the United States Patent and Trademark Office issued U.S. patent RE36,098 (the “Reissue Patent”) as a reissue of U.S. Patent 4,441,146 (the “Reset Patent”). The Reissue Patent includes original claims 1 through 5 of the Reset Patent plus 38 additional new claims. The claims in the Reissue Patent cover non-coincident active clamp technology in a broadly defined class of single-ended forward converters and enable design of power converters which are smaller and more energy efficient than
7
conventional power supplies. The claims cover, but are not limited to, so-called “zero-voltage switching” technology. The Company believes that its rights under the Reset Patent and the Reissue Patent have been infringed. (see Part I, Item 3 — “Legal Proceedings”).
The Company has been issued 100105 patents in the United States (which expire between 20062008 and 2025), 32and 2 in EuropeFar East (which expire between 2006 and 2017), and 21 in Japan (which expire between 2006 and 2022)2008). The Company also has a number of patent applications pending in the United States, Europe and the Far East. The Company intends to vigorously protect its rights under its patents. Although the Company believes that patents are an effective way of protecting its technology, there can be no assurances that the Company’s patents will prove to be enforceable (see, e.g., Part I, Item 3 — “Legal Proceedings”). While some of the Company’s patents are deemed materially important to the Company’s operations, the Company believes that no one patent is essential to the success of the Company.
Licensing
In addition to generating revenue from product sales, licensing is an element of the Company’s strategy for building worldwide product and technology acceptance and market share. In granting licenses, the
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Company generally retains the right to use its patented technologies, and manufacture and sell its products, in all licensed geographic areas and fields of use. Licenses are granted and administered through the Company’s wholly-owned subsidiary, VLT, Inc., which owns the Company’s patents. Revenues from licensing arrangements have not exceeded 10% of the Company’s consolidated revenues in any of the last three fiscal years.
On March 28, 2001, the Company announced that its wholly-owned subsidiaries, Vicor Hong Kong Ltd. (“VHK”) and VLT, Inc. (“VLT”), had entered into cooperative agreements with Nagano Japan Radio Company, Ltd. (“NJRC”). On March 18, 2003, NJRC gave VHK and VLT notice of termination of the agreements, effective September 18, 2003. In January 2004, the Company received a final royalty payment from NJRC.
On October 20, 2003, the Company announced that it entered into a non-exclusive license with Celestica Corporation to manufacture and sell the V•I Chip Product Family. V•I Chips are the building blocks of the new FPA products that Vicor announced in April 2003. In September 2004, the Company was notified that Celestica’s Power Systems division had been acquired by C&D Technologies, Inc. and that the license was being assigned to C&D.
On June 30, 2004, the Company announced that it had entered into a non-exclusive license with Sony Corporation (“Sony”) to design and manufacture power converters, using V•I Chip technology and Factorized Power, for use within its products and for sale to its customers in certain agreed-upon applications. The license also grants Sony rights to manufacture certain semiconductor components that are used in V•I Chips. Royalties are based upon the value of the licensed converters used or sold.
Employees
As of December 31, 2005,2007, the Company employed approximately 1,0701,036 full time and 3078 part time people. The Company believes that its continued success depends, in part, on its ability to attract and retain qualified personnel. Although there is strong demand for qualified technical personnel, the Company has not to date experienced difficulty in attracting and retaining sufficient engineering and technical personnel to meet its needs (see Part I, Item IIA — “Risk Factors”).
None of the Company’s employees are subject to a collective bargaining agreement.
ITEM 1A —RISK FACTORS
This Annual Report onForm 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, the risk factors set forth below.
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| Our future operating results are subject to fluctuations. |
Our future operating results are subject to fluctuations.
Our future operating results may be materially affected by a number of factors, including the level of orders and demand from customers, the timing of new product announcements or introductions by us or our competitors, the ability to achieveand/or maintain yield improvements and cost reductions particularly with FasTrakMaxi, Mini, Micro and FPA products, achieving increased sales of FPA products, changes in the product mix, and changes in economic conditions in the United States and international markets. As a result of these and other factors, we cannot assure you that we will not experience significant fluctuations in future operating results on a quarterly or annual basis.
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| Our future success depends upon our ability to develop and market leading-edge, cost effective products. |
Our future success depends upon our ability to develop and market leading-edge, cost effective products.
The power supply industry and the industries in which many of our customers operate are characterized by intense competition, rapid technological change, product obsolescence and price erosion for mature products, each of which could have an adverse effect on our results of operations. If we fail to continue to develop and commercialize leading-edge technologies and products that are cost effective and maintain high standards of quality, our competitive position and results of operations could be materially adversely affected. Specifically, we may not be successful in leveraging the V•V*I Chips in standard products to promote market acceptance of Factorized Power.
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| Our future operating results are dependent on the growth in our customers’ businesses. |
Our future operating results are dependent on the growth in our customers’ businesses.
We manufacture modular power components and power systems that are incorporated into our customers’ electronic products. Our growth is therefore dependent on the growth in the sales of our customers’ products as well as the development by our customers of new products. If we fail to anticipate changes in our customers’ businesses and their changing product needs, our results of operations and financial position could be negatively impacted.
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| If we were unable to use our manufacturing facility in Andover, Massachusetts, we would not be able to manufacture for an extended period of time. |
If we were unable to use our manufacturing facility in Andover, Massachusetts, we would not be able to manufacture for an extended period of time.
All modular power components, whether for direct sale to customers or for sale to our subsidiaries for incorporation into their respective products, are manufactured at our Andover, Massachusetts production facility. Damage to this facility due to fire, natural disaster, power loss or other events could cause us to cease
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manufacturing. Any prolonged inability to utilize all or a significant portion of this facility could have a material adverse effect on our results of operations.
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| Our conversion of second-generation products to the FasTrak platform may not achieve our anticipated results. |
We may not be able to procure necessary key components for our products, or we may purchase too much inventory or the wrong inventory.
The process of converting second-generation products to the new FasTrak platform is substantially complete. The conversion to FasTrak has resulted in lower unit costs, improved manufacturing yields, improved field reliability and improved gross margins, while supporting the worldwide RoHS initiative. We cannot assure you that the improved results due to the conversion of second-generation products to the FasTrak platform will continue as expected. During the second quarter of 2005, we provided additional reserves of approximately $1,600,000 for potential obsolete inventory arising from the RoHS initiativepower supply industry, and the conversionelectronics industry as a whole, can be subject to business cycles. During periods of second-generationgrowth, key components required to build our products may become unavailable in the timeframe required for us to the FasTrak platform. The remaining product conversion and RoHS initiativemeet our customers’ demands. Our inability to secure sufficient components to build products for our customers could result in additional reserve requirements and negatively impact our sales and operating results. We may choose to mitigate this risk by increasing the levels of inventory for certain key components. Increased inventory levels can increase the potential risk for excess and obsolescence should our forecasts fail to materialize or if there are negative factors impacting our customers’ end markets. If we purchase too much inventory or the wrong inventory, we may have to record additional inventory reserves or write-off the inventory, which could have a material adverse effect on our gross margins and on our results of operations. Also, once
Our revenues may not increase enough to offset the conversion is completed, certain second-generation automated manufacturing equipment may have little or no future use. This may result in the impairmentexpense of any remaining net book value of those assets. During the third quarter of 2005, the useful lives of certain equipment in connection with the conversion were shortened, which resulted in higher depreciation expense on this equipment in 2005.additional capacity.
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| Our revenues may not increase enough to offset the expense of additional capacity. |
We have made significant additions to our manufacturing equipment and capacity over the past several years, including equipment for FPA products and the FasTrak platform. If overall revenue levels do not increase enough to offset the increased fixed costs, or significant revenues do not materialize for the FPA
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products or if there is deterioration in our business, our future operating results could be adversely affected. In addition, asset values could be impaired if the additional capacity is underutilized for an extended period of time.time resulting in a material adverse effect on our financial position and results of operations.
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| We rely on third-party suppliers and subcontractors for components and assemblies and, therefore, cannot control their availability or quality. |
We rely on third-party suppliers and subcontractors for components and assemblies and, therefore, cannot control their availability or quality.
We depend on third party suppliers and subcontractors to provide components and assemblies used in our products.products, some of which are sole-sourced. If suppliers or subcontractors cannot provide their products or services on time or to our specifications, we may not be able to meet the demand for our products and our delivery times may be negatively affected. In addition, we cannot directly control the quality of the products and services provided by third parties. In order to grow, we may need to find new or change existing suppliers and subcontractors. This could cause disruptions in production, delays in the shipping of product or increases in prices paid to third-parties.
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| We are exposed to economic, political and other risks through our foreign sales and distributors. |
We are exposed to economic, political and other risks through our foreign sales and distributors.
International sales have been and are expected to be a significant component of total sales. Dependence on foreign third parties for sales and distribution is subject to special risks, such as foreign economic and political instability, foreign currency controls and market fluctuations, trade barriers and tariffs, foreign regulations and exchange rates. Sudden or unexpected changes in the foregoing could have a material adverse effect on our results of operations.
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| Our ability to successfully implement our business strategy may be limited if we do not retain our key personnel and attract and retain skilled and experienced personnel. |
Our ability to successfully implement our business strategy may be limited if we do not retain our key personnel and attract and retain skilled and experienced personnel.
Our success depends on our ability to retain the services of our executive officers. The loss of one or more members of senior management could materially adversely affect our business and financial results. In particular, we are dependent on the services of Dr. Patrizio Vinciarelli, our founder, Chairman, President and Chief Executive Officer. The loss of the services of Dr. Vinciarelli could have a material adverse effect on our development of new products and on our results of operations. In addition, we depend on highly skilled engineers and other personnel with technical skills that are in high demand and are difficult to replace. Our continued operations and growth depend on our ability to attract and retain skilled and experienced personnel
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in a very competitive employment market. If we are unable to attract and retain these employees, our ability to successfully implement our business strategy may be harmed.
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| We may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively. |
We may be unable to adequately protect our proprietary rights, which may limit our ability to compete effectively.
We operate in an industry in which the ability to compete depends on the development or acquisition of proprietary technologies which must be protected to preserve the exclusive use of such technologies. We devote substantial resources to establish and protect our patents and proprietary rights, and we rely on patent and intellectual property law to protect such rights. This protection, however, may not prevent competitors from independently developing products similar or superior to our products. We may be unable to protect or enforce current patents, may rely on unpatented technology that competitors could restrict, or may be unable to acquire patents in the future, and this may have a material adverse affect on our competitive position. In addition, the intellectual property laws of foreign countries may not protect our rights to the same extent as those of the United States. We have been and may need to continue to defend or challenge patents. We have incurred and expect to incur significant costs in and devote significant resources to these efforts which, if unsuccessful, may have a material adverse effect on our results of operations and financial position.
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| We may face intellectual property infringement claims that could be costly to resolve. |
We may face intellectual property infringement claims that could be costly to resolve.
We may in the future receive communications from third parties asserting that our products or manufacturing processes infringe on a third party’s patent or other intellectual property rights. In the event a
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third party makes a valid intellectual property claim against us and a license is not available to us on commercially reasonable terms, or at all, we could be forced to either redesign or stop production of products incorporating that technology, and our operating results could be materially and adversely affected. In addition, litigation may be necessary to defend us against claims of infringement, and this litigation could be costly and divert the attention of key personnel. An adverse outcome in these types of matters could have a material adverse impact on the results of our operations and financial condition.
We may face legal claims and litigation that could be costly to resolve.
We may in the future encounter legal action from customers, vendors or others concerning product warranty or other claims. We have ongoing litigation with several customers and vendors over product warranty matters, which are fully described in Part I, Item 3 — “Legal Proceedings”. Such litigation is costly and diverts the attention of key personnel. An adverse outcome in these current or future matters could have a material adverse impact on the results of our operations and financial condition.
If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud or to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified.
Our management determined that we did not maintain effective internal control over financial reporting as of December 31, 2007 and 2006 because a material weakness in internal control over financial reporting existed. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Specifically, we determined that our accounting department did not have sufficient experienced personnel and resources with the requisite technical skills to address complex and judgmental accounting, tax and financial reporting matters within the financial statement close process, including accounting for the Company’s related-party investment in Great Wall Semiconductor Corporation, accounting for income taxes, accounting for complex revenue transactions, and accounting for judgmental accrued liabilities.
Our plans to improve the effectiveness of our internal controls and processes are in process. We cannot assure you that the measures we have taken to date or any future measures will remediate the material
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weaknesses reported by our management. Further, additional deficiencies in our internal controls may be discovered in the future. If we fail to achieve and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our financial results, prevent or detect fraud, or provide timely and reliable financial information, which could have a material adverse effect on our business, results of operations or financial condition. In fact, the Company did not file its June 30, 2007 and September 30, 2007 quarterly reports onForm 10-Q within the time period specified under the Exchange Act. In addition, in December 2007, the Company’s former Chief Financial Officer transitioned to the position of Vice President of Treasury Services. The Company’s Vice President, Chief Accounting Officer has assumed the role of Interim Chief Financial Officer. The Company is in the process of a search for a new Chief Financial Officer. However, we cannot assure you if or when a new Chief Financial Officer will be hired. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock.
If we are unable to obtain required financial information for certain investments on a timely basis, we may not be able to accurately report our financial results in the reports we file or submit under the Exchange Act, within the time periods specified.
The Company is required to account for an investment under the equity method of accounting. The Company has developed processes and controls to ensure proper accounting and reporting for the investment. We cannot assure you that those procedures, processes and controls will be adequate to ensure that we obtain the required information in order to properly account for this investment under the equity method of accounting and allow us to file our reports under the Exchange Act on a timely basis. The lack of timely filing could prevent continued listing of the Company’s common stock on the Nasdaq Global Select Market and could have a significant impact on the trading price of our Common Stock.
The failure of auction rate securities to sell at their reset dates could impact the liquidity of the investment and could negatively impact the carrying value of the investment.
The Company’s short-term investments consist mainly of municipal and corporate debt securities in which a significant portion are invested in auction rate securities, the significant majority of which are student loan backed securities. Auction rate securities are securities that are structured with short-term interest rate reset dates of generally less than ninety days but with longer contractual maturities that range, for our holdings, from 13 to 39 years. At the end of each reset period, investors can typically sell at auction or continue to hold the securities at par. These securities are subject to fluctuations in fair value depending on the supply and demand at each auction. Through March 14, 2008, auctions held for the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. As of March 14, 2008, the Company was holding a total of approximately $43.0 million in auction rate securities. While these debt securities are all highly-rated investments, generally with AAA/Aaa ratings, continued failure to sell at their reset dates could impact the liquidity of the investment which in turn could negatively impact the liquidity requirements of the Company. In addition, continued failure to sell at their reset dates could also negatively impact the carrying value of the investment which could lead to impairment charges in future periods should a decline in the value of those securities be other than temporary, which could have a material adverse effect on our financial position and results of operations.
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| ITEM 1B — | Compliance with the EU’s RoHS may not proceed as planned. UNRESOLVED STAFF COMMENTS |
We have elected to comply with the EU directive on the use of certain hazardous substances in electrical and electronic equipment, referred to as RoHS or as the “lead free directive.” We have established a formal plan to make Vicor products compliant with this directive ahead of the designated July 1, 2006 deadline. Compliance will involve working with certain suppliers and customers, may potentially require the redesign of certain products and may require the modification of certain manufacturing processes. As a result, the following situations could negatively impact our results of operations:
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| • | Our suppliers may experience increased demand for RoHS compliant components from their customers and therefore, may not be able to meet our specific requirements or delivery schedules, and we may not be able to meet the demand for our products, and our delivery times may be negatively affected. |
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| • | Customers mandate that they will not accept RoHS directive compliant product, and such requirements could significantly increase the cost of maintaining business with these customers. |
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| • | Customers’ transition to RoHS compliant product may be unpredictable, and forecast inaccuracy may negatively impact material availability. |
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| • | The modification of our manufacturing processes may require the additional investment in equipment, which will increase operating expenses. In 2005, we invested approximately $500,000 for new equipment in support of RoHS initiatives. |
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| • | The conversion over to compliant materials could result in excess supplies of raw materials that are no longer needed for non-compliant products. Additional inventory reserves could be required for such excess materials and would negatively impact our results of operations. During the second quarter of 2005, we provided additional inventory reserves of approximately $600,000 for potential obsolete inventory from the RoHS initiative. |
ITEM 1B —UNRESOLVED STAFF COMMENTS
The Company has not received written comments from the Securities and Exchange Commission regarding its periodic or current reports under the Securities Exchange Act of 1934, as amended, that were received 180 days or more before December 31, 20052007 and remain unresolved. There are no unresolved comments from the Securities and Exchange Commission as of December 31, 2007.
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ITEM 2 —PROPERTIES
The Company’s corporate headquarters building, which the Company owns and which is located in Andover, Massachusetts, provides approximately 90,000 square feet of office space for its sales, marketing, engineering and administration personnel.
The Company also owns a building of approximately 230,000 square feet in Andover, Massachusetts, which houses all Massachusetts manufacturing activities.
The Company’s Westcor division owns and occupies a building of approximately 31,000 square feet in Sunnyvale, California.
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| ITEM 3 — | LEGAL PROCEEDINGS |
ITEM 3 —LEGAL PROCEEDINGS
Vicor and VLT, Inc. (“VLT”), a wholly owned subsidiary of the Company, arehad been pursuing Reset Patent infringement claims directly against Artesyn Technologies (“Artesyn”), Lucent Technologies and Tyco Electronics — Power Systems, Inc. (“Lucent / Tyco”) in the United States District Court in Boston, Massachusetts. The lawsuit against Lucent was
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filed in May 2000 and in April 2001, the Company added Tyco Electronics as a defendant in that lawsuit. The lawsuit against Artesyn was filed in February 2001. In January 2003, the District Court issued a pre-trial decision in each of these patent infringement lawsuits relating to claim construction of the Reset Patent. The District Court’s decisions rejected assertions that the Reset Patent claims are invalid for indefiniteness; and affirmed Vicor’s interpretation of several terms used in the Reset Patent claims. However, the District Court adopted interpretations of certain terms of the Reset Patent claims that are contrary to Vicor’s position. On May 24, 2004, the United States Court of Appeals for the Federal Circuit affirmed the decisions issued in January 2003 by the District Court. Vicor believes that the District Court’s decisions, and the affirmation of these decisions by the Federal Circuit, strengthens its position regarding validity of the patent, but reduces the cumulative amount of infringing power supplies and the corresponding amount of potential damages. The Federal Circuit has referred the proceedings back to the District Court for trials on validity of the Reset Patent and infringement and damages by Lucent, Tyco and Artesyn.
In the second quarter of 2005,2007, the Company entered into aseparate settlement agreementagreements with Lambda Americas, Inc., successor to Lambda Electronics, Inc.,Artesyn and Lucent/Tyco, under which the Company received a paymentpayments of $2,500,000$1,770,000 in full settlement of the Company’s Reset Patent infringement claims against LambdaLucent/Tyco and Artesyn, and which settled the lawsuits that the Company had filed against Lucent/Tyco in May 2000 and in April 2001, and the lawsuit that the Company had filed against LambdaArtesyn in JuneFebruary 2001. The full amount of the payment, net of a $250,000$177,000 contingency fee paidaccrued by the Company tofor its litigation counsel, has been included in gain(Gain) loss from litigation-related settlement,settlements, net in the accompanying condensed consolidated statementsstatement of operations. The District Court has not yet set dates for
On February 22, 2007, the remaining trials. There can be no assuranceCompany announced that Vicor and VLT will ultimately prevailit had reached an agreement in principle with respectEricsson, Inc., to any of these claims or, if they prevail, as to the amount of damages that would be awarded.
In May 2004,settle a lawsuit brought by Ericsson Wireless Communications, Inc. v. Vicor Corporation was filed in Superior Court of the State of California, County of San Diego. The plaintiff has brought an action against the Company claiming unspecified damages for failurein California state court. Under the terms of out-of warranty products previously purchasedthe settlement agreement entered into on March 29, 2007, after a Court ordered mediation, the Company paid $50.0 million to Ericsson, of which $12.8 million was paid by itthe Company’s insurance carriers. Accordingly, the Company recorded a net loss of $37.2 million from the Company. In November 2004,litigation-related settlements in the fourth quarter of 2006. The Company is seeking further recoveries from the insurance carriers. The Company’s decision to enter into the settlement followed an adverse ruling by the Court in January, 2007 in connection with a settlement between Ericsson filed a First Amended Complaint adding claims againstand co-defendants Exar Corporation a former vendor of the Company. The Company filed cross-claims against Exar,(“Exar”) and third-party claims against Rohm Device USA, LLC (“Rohm”), two of the Company’s component suppliers prior to 2002. The Company’s writ of mandate appeal of this ruling was denied in April, 2007. In September 2007, the Company filed a notice of appeal of the Court’s decision upholding the Ericsson-Exar-Rohm settlement, which is pending. In December 2007, the Court awarded Exar and Rohm Co., Ltd.,amounts for certain statutory and discovery costs associated with this ruling. Since this matter was outstanding as of June 30, 2007, the original manufacturer(s) of the component which Exar sold to the Company. The Company has denied the claims made against it and intends to vigorously defend the claims made against it.
On March 4, 2005, Exar filed a declaratory judgment action against Vicoraccrued $240,000 in the Superior Courtsecond quarter of the State of California, County of Santa Clara, in which Exar seeks a declaration by the Court that Exar is not obligated to reimburse or indemnify Vicor for any claims brought against Vicor for alleged damages incurred2007 as a result of the useCourt’s decision, which is included in Accrual for litigation settlements in the condensed consolidated balance sheet and in (Gain) loss from litigation-related settlements, net in the condensed consolidated statement of Exar components in Vicor products. The Company has brought cross-claims against Exar, and third-party claims against Rohm Device USA, LLC and Rohm Co., Ltd., for declaratory judgment. The Company intends to vigorously assert its cross-claims against Exar.operations.
On August 18, 2005, the Company filed an action in The Superior Court of the Commonwealth of Massachusetts, County of Essex (“the Massachusetts Court”) against Concurrent Computer Corporation (“Concurrent”) in response to a demand made by Concurrent in connection with breach of contract and breach of product warranty claims against the Company. On September 22, 2005,August 1, 2007, the Company reached an agreement in principle to settle the lawsuit with Concurrent filedfor $2,350,000, all of which would be paid by the Company’s insurance carriers. The settlement agreement was finalized effective August 28, 2007, upon which the Company made the settlement payment of $2,350,000 to Concurrent and in turn received payment for that same amount from its insurance carriers. There was no impact on the consolidated statement of operations for the year ended December 31, 2007 as a Demand For Arbitration with The American Arbitration Association. Concurrent is seeking $1,500,000 in replacement costs, plus incidental, consequential and any other damages to be determined. On March 8, 2006result of the Court allowed Concurrent’s motion to compel arbitration. The Company has denied the claims made against it and intends to vigorously defend the claims made against it.settlement.
In addition, the Company is involved in certain other litigation and claims incidental to the conduct of its business. While the outcome of lawsuits and claims against the Company cannot be predicted with certainty,
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management does not expect any current litigation or claims to have a material adverse impact on the Company’s financial position or results of operations.
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| ITEM 4 — | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
ITEM 4 —SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5 —
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| ITEM 5 — | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
The Common Stock of the Company is listed on The Nasdaq Stock Market under the trading symbol “VICR.” The Class B Common Stock of the Company is not traded on any market and is subject to restrictions on transfer under the Company’s Restated Certificate of Incorporation, as amended.
The following table sets forth the quarterly high and low sales prices for the Common Stock as reported by The Nasdaq Stock Market for the periods indicated:
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| 2004 | | High | | | Low | |
| | | | | | | |
| First Quarter | | $ | 13.98 | | | $ | 10.62 | |
| Second Quarter | | | 19.20 | | | | 12.28 | |
| Third Quarter | | | 18.59 | | | | 9.93 | |
| Fourth Quarter | | | 13.57 | | | | 8.54 | |
| | | | | | | | | |
| 2005 | | High | | | Low | |
| | | | | | | |
| First Quarter | | $ | 14.30 | | | $ | 10.16 | |
| Second Quarter | | | 14.59 | | | | 9.77 | |
| Third Quarter | | | 16.14 | | | | 12.75 | |
| Fourth Quarter | | | 17.31 | | | | 14.21 | |
| | | | | | | | | |
2007 | | High | | | Low | |
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| First Quarter | | $ | 11.62 | | | $ | 8.78 | |
| Second Quarter | | | 13.54 | | | | 9.06 | |
| Third Quarter | | | 14.99 | | | | 10.81 | |
| Fourth Quarter | | | 15.60 | | | | 12.05 | |
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2006 | | High | | | Low | |
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| First Quarter | | $ | 20.50 | | | $ | 15.09 | |
| Second Quarter | | | 23.38 | | | | 14.80 | |
| Third Quarter | | | 16.70 | | | | 9.54 | |
| Fourth Quarter | | | 13.29 | | | | 10.79 | |
As of February 28, 2006,29, 2008, there were approximately 302274 holders of record of the Company’s Common Stock and approximately 1917 holders of record of the Company’s Class B Common Stock. These numbers do not reflect persons or entities that hold their stock in nominee or “street name” through various brokerage firms.
Dividend Policy
Dividends are declared at the discretion of the Company’s Board of Directors and depend on actual cash from operations, the Company’s financial condition and capital requirements and any other factors the Company’s Board of Directors may consider relevant.
On July 22, 2004, the Company’s Board of Directors approved an annual cash dividend for 2004 of $.08 per share of the Company’s stock. The total dividend of approximately $3,371,000 was paid on August 31, 2004 to shareholders of record at the close of business on August 11, 2004.
On June 24, 2005, the Company’s Board of Directors approved an annual cash dividend for 2005 of $.12 per share of the Company’s stock. The total dividend of approximately $5,025,000 was paid on August 31, 2005 to shareholders of record at the close of business on August 11, 2005.
On February 4, 2006, the Company’s Board of Directors approved a cash dividend of $.12 per share payableof the Company’s stock. The total dividend of approximately $5,030,000 was paid on March 20, 2006 to shareholders of record at the close of business on February 28, 2006. The
On June 23, 2006, the Company’s Board of Directors anticipates reviewing itsapproved a cash dividend policyof $.15 per share of the Company’s stock. The total dividend of approximately $6,313,000 was paid on August 7, 2006 to shareholders of record at the close of business on July 17, 2006.
On February 16, 2007 the Company’s Board of Directors approved a semi-annual basis.cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,235,000 was paid on March 27, 2007 to shareholders of record at the close of business on March 9, 2007.
On July 25, 2007, the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,242,000 was paid on August 30, 2007 to shareholders of record at the close of business on August 14, 2007.
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During the second quarter of 2007, two subsidiaries paid a total of $180,000 in dividends, of which $92,000 was paid to outside shareholders.
On March 14, 2008, the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,245,000 will be paid on April 18, 2008 to shareholders of record at the close of business on April 2, 2008.
Issuer Purchases of Equity Securities
| | | | | | | | | | | | | | | | | |
| | | | | | | | | Maximum | |
| | | | | | | | | Number (or | |
| | | | | | | | | Approximate | |
| | | | | | | Total Number of | | | Dollar Value) of | |
| | | Total | | | | | Shares (or Units) | | | Shares (or Units) | |
| | | Number | | | | | Purchased as Part | | | that May Yet be | |
| | | of Shares | | | | | of Publicly | | | Purchased Under | |
| | | (or Units) | | | Average Price Paid | | | Announced Plans | | | the Plans or | |
| Period | | Purchased | | | per Share (or Unit) | | | or Programs | | | Programs | |
| | | | | | | | | | | | | |
| October 1 - 31, 2005 | | | — | | | $ | — | | | | — | | | $ | 21,643,000 | |
| November 1 - 30, 2005 | | | — | | | | — | | | | — | | | | 21,643,000 | |
| December 1 - 31, 2005 | | | 139,500 | | | | 16.25 | | | | 139,500 | | | | 19,376,000 | |
| | | | | | | | | | | | | |
| Total | | | 139,500 | | | $ | 16.25 | | | | 139,500 | | | $ | 19,376,000 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | Maximum
| |
| | | | | | | | | | | | Number (or
| |
| | | | | | | | | | | | Approximate
| |
| | | | | | | | | Total Number of
| | | Dollar Value) of
| |
| | | Total
| | | | | | Shares (or Units)
| | | Shares (or Units)
| |
| | | Number
| | | | | | Purchased as Part
| | | that May Yet be
| |
| | | of Shares
| | | | | | of Publicly
| | | Purchased Under
| |
| | | (or Units)
| | | Average Price Paid
| | | Announced Plans
| | | the Plans or
| |
Period | | Purchased | | | per Share (or Unit) | | | or Programs | | | Programs | |
| |
| October 1 — 31, 2007 | | | — | | | $ | — | | | | — | | | $ | 8,541,000 | |
| November 1 — 30, 2007 | | | — | | | | — | | | | — | | | | 8,541,000 | |
| December 1 — 31, 2007 | | | — | | | | — | | | | — | | | | 8,541,000 | |
| | | | | | | | | | | | | | | | | |
| Total | | | — | | | $ | — | | | | — | | | $ | 8,541,000 | |
| | | | | | | | | | | | | | | | | |
In November 2000, the Board of Directors of the Company authorized the repurchase of up to $30,000,000 of the Company’s Common Stock.
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Stockholder Return Performance Graph
The graph set forth below presents the cumulative, five-year stockholder return for each of the Corporation’s Common Stock, the Standard & Poor’s 500 Index (“S&P 500 Index”) and an index of peer group companies selected by the Company (the “Peer Group”). The Peer Group consists of the following ten (10) publicly-traded companies in the specialty electronic component industry: Analog Devices Incorporated; Intel Corporation; Linear Technology Corporation; LSI Logic Corporation; Xilinx Incorporated; Maxim Integrated Products, Inc.; Semtech Corporation; Intersil Corporation; RF Micro Devices, Inc. and Altera Corporation.
The graph assumes an investment of $100 on December 31, 2002 in each of the Company’s Common Stock, the S&P 500 Index and the Peer Group, and assumes reinvestment of all dividends. The peer group indices used in the graph are market capitalization-weighted. The historical information set forth below is not necessarily indicative of future performance.
Comparison of Five Year Cumulative Return
Among Vicor Corporation, S&P 500 Index
and Peer Group Companies
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2002 | | | 2003 | | | 2004 | | | 2005 | | | 2006 | | | 2007 |
| Vicor Corporation | | | $ | 100.00 | | | | $ | 138.32 | | | | $ | 158.93 | | | | $ | 191.67 | | | | $ | 136.45 | | | | $ | 196.83 | |
| S&P 500 Index | | | $ | 100.00 | | | | $ | 128.68 | | | | $ | 142.67 | | | | $ | 149.65 | | | | $ | 173.28 | | | | $ | 182.81 | |
| Peer Group Companies | | | $ | 100.00 | | | | $ | 196.12 | | | | $ | 149.03 | | | | $ | 154.87 | | | | $ | 132.97 | | | | $ | 161.85 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
15
| |
| ITEM 6 — | SELECTED FINANCIAL DATA |
The following selected consolidated financial data with respect to the Company’s statements of operations for the years ended December 31, 2005, 20042007, 2006 and 20032005 and with respect to the Company’s balance sheets as of December 31, 20052007 and 20042006 are derived from the Company’s consolidated financial statements, which appear elsewhere in this report and which have been audited by Ernst & Young LLP, the Company’s independent registered public accounting firm. The following selected consolidated financial data with respect to the Company’s statements of operations for the years ended December 31, 20022005 and 20012004 and with respect to the Company’s balance sheets as of December 31, 2003, 20022005, 2004 and 20012003 are derived from the Company’s audited consolidated financial statements, which are not included herein. As described in Note 7. in the Notes to the Consolidated Financial Statements, due to an additional investment in Great Wall Semiconductor Corporation (“GWS”) in May 2007, the Company changed its method of accounting for its investment in GWS from the cost method to the equity method of accounting. As a result, the financial statements for years ended December 31, 2003, 2004, 2005 and 2006 have been retroactively restated to reflect the equity method of accounting, in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”. The data should be read in conjunction with the consolidated financial statements, related notes and other financial information included herein.
| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | | |
| Statement of Operations Data | | 2005 | | | 2004 | | | 2003 | | | 2002 | | | 2001 | |
| | | | | | | | | | | | | | | | |
| | | (In thousands except per share data) | |
| Net revenues | | $ | 179,351 | | | $ | 171,580 | | | $ | 151,421 | | | $ | 152,591 | | | $ | 195,910 | |
| Income (loss) from operations | | | 3,380 | | | | (4,035 | ) | | | (25,703 | ) | | | (24,502 | ) | | | (5,017 | ) |
| Net income (loss) | | | 3,916 | | | | (3,723 | ) | | | (19,535 | ) | | | (15,942 | ) | | | (559 | ) |
| Net income (loss) per share — basic | | | .09 | | | | (.09 | ) | | | (.47 | ) | | | (.38 | ) | | | (.01 | ) |
| Net income (loss) per share — diluted | | | .09 | | | | (.09 | ) | | | (.47 | ) | | | (.38 | ) | | | (.01 | ) |
| Weighted average shares — basic | | | 41,923 | | | | 42,022 | | | | 41,896 | | | | 42,337 | | | | 42,342 | |
| Weighted average shares — diluted | | | 42,089 | | | | 42,022 | | | | 41,896 | | | | 42,337 | | | | 42,342 | |
| Cash dividends per share | | $ | .12 | | | $ | .08 | | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | At December 31, | |
| | | | |
| Balance Sheet Data | | 2005 | | | 2004 | | | 2003 | | | 2002 | | | 2001 | |
| | | | | | | | | | | | | | | | |
| | | (In thousands) | |
| Working capital | | $ | 150,385 | | | $ | 148,419 | | | $ | 141,547 | | | $ | 153,167 | | | $ | 153,478 | |
| Total assets | | | 245,755 | | | | 244,882 | | | | 251,464 | | | | 278,445 | | | | 289,622 | |
| Long-term debt | | | — | | | | — | | | | — | | | | — | | | | — | |
| Total liabilities | | | 28,965 | | | | 24,259 | | | | 24,806 | | | | 30,412 | | | | 24,785 | |
| Stockholders’ equity | | | 216,790 | | | | 220,623 | | | | 226,658 | | | | 248,033 | | | | 264,837 | |
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| | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | | | | 2006
| | | 2005
| | | 2004
| | | 2003
| |
Statement of Operations Data | | 2007 | | | (restated) | | | (restated) | | | (restated) | | | (restated) | |
| | | (In thousands except per share data) | |
| |
| Net revenues | | $ | 195,827 | | | $ | 192,047 | | | $ | 179,351 | | | $ | 171,580 | | | $ | 151,421 | |
| Income (loss) from operations | | | 1,071 | | | | (33,182 | ) | | | 3,380 | | | | (4,035 | ) | | | (25,703 | ) |
| Net income (loss) | | | 5,335 | | | | (29,059 | ) | | | 3,493 | | | | (4,692 | ) | | | (19,996 | ) |
| Net income (loss) per share — basic | | | .13 | | | | (.69 | ) | | | .08 | | | | (.11 | ) | | | (.48 | ) |
| Net income (loss) per share — diluted | | | .13 | | | | (.69 | ) | | | .08 | | | | (.11 | ) | | | (.48 | ) |
| Weighted average shares — basic | | | 41,597 | | | | 41,839 | | | | 41,923 | | | | 42,022 | | | | 41,896 | |
| Weighted average shares — diluted | | | 41,687 | | | | 41,839 | | | | 42,089 | | | | 42,022 | | | | 41,896 | |
| Cash dividends per share | | $ | .30 | | | $ | .27 | | | $ | .12 | | | $ | .08 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | |
| | | At December 31, | |
| | | | | | 2006
| | | 2005
| | | 2004
| | | 2003
| |
Balance Sheet Data | | 2007 | | | (restated) | | | (restated) | | | (restated) | | | (restated) | |
| | | (In thousands) | |
| |
| Working capital | | $ | 115,924 | | | $ | 123,467 | | | $ | 150,385 | | | $ | 148,419 | | | $ | 141,547 | |
| Total assets | | | 192,458 | | | | 247,461 | | | | 243,902 | | | | 243,452 | | | | 251,003 | |
| Long-term debt | | | — | | | | — | | | | — | | | | — | | | | — | |
| Total liabilities | | | 28,018 | | | | 77,289 | | | | 28,965 | | | | 24,259 | | | | 24,806 | |
| Stockholders’ equity | | | 164,440 | | | | 170,172 | | | | 214,937 | | | | 219,193 | | | | 226,197 | |
| |
| ITEM 7 — | ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Overview
Vicor Corporation designs, develops, manufactures and markets modular power components and complete power systems based upon a portfolio of patented technologies. The Company sells itits products primarily to the telecommunications, electronic data processing, industrial control and military electronics markets, through a network of 3028 independent sales representative organizations in North and South America and, internationally, through 4236 independent distributors. Export sales as a percentage of total revenues were approximately 42%, 41%37% in 2007 and 38%2006 and 42% in 2005, 2004 and 2003, respectively. The Company operateshas organized its business segments according to its key product lines. The Brick Business Unit segment (“BBU” or “Brick”) designs, develops, manufactures and markets the Company’s modular power converters and configurable products, and includes the operations of the Company’s Westcor division, Vicor Integration Architects (“VIAs”) and Vicor Japan
16
Company, Ltd. (“VJCL”). The V*I Chip segment consists of V*I Chip Corporation, a wholly owned subsidiary which designs, develops, manufactures and markets the Company’s Factorized Power Architecture (“FPA”) products. The Picor segment consists of Picor Corporation, a majority-owned subsidiary of Vicor, which designs, develops, manufactures and markets Power Management Integrated Circuits and related products for use in one industry segment.a variety of power system applications. Picor develops these products to be sold as part of Vicor’s products or to third parties for separate applications.
For the year ended December 31, 20052007 revenues increased to $179,351,000$195,827,000 from $171,580,000 for 2004.$192,047,000 in 2006. The Company had income before taxes of $4,880,000$5,459,000 in 20052007 as compared withto a loss before taxes of $2,403,000$28,090,000 in 2004.2006. The Company reported net income in 20052007 of $3,916,000$5,335,000 as compared withto a net loss of $3,723,000$29,059,000 in 2004,2006, and a diluted income per share of $.09$.13 in 20052007 as compared with a diluted loss per share of $.09$.69 in 2004.2006. The net loss in 2006 was primarily due to a loss from a litigation-related settlement described below.
The book to bill ratio for the third and fourth quarters of 20052007 was 1.03:1.17:1 and .95:0.96:1, respectively. The book to bill ratio for the year ended December 31, 20052007 was 1.01:1.05:1 compared with 1.00:0.99:1 in 2004.2006. In light of the fact that bookings and sales can vary significantly from quarter to quarter, the Company does not believe that this quarterly and annual change in the book to bill ratio is indicative of a trend at this time. The Company ended 20052007 with approximately $38.6$46.7 million in backlog compared to $36.3$36.4 million at the end of 2004.2006.
The gross margin for 2005 improved2007 decreased to 39.8%40.3% compared with 36.9%42.6% in 2004.2006. The primary components of the decrease in gross margins improved throughoutmargin dollars and percentage were due to product mix and an issue with certain product returns and warranty expense.
As described in Note 7. in the yearNotes to the Consolidated Financial Statements, the Company changed its method of accounting for its investment in GWS from the cost method to the equity method of accounting. As a result, the financial statements for the years ended December 31, 2006, 2005 and 2004 have been retroactively restated to reflect the equity method of accounting, in accordance with APB 18. Loss from equity method investment (net of tax) increased $818,000 to $1,139,000 from $321,000 for 2006. This was principally due to the equity method investment in GWS being adjusted for a decline in value judged to be other than temporary of $620,000 in the second quarter and due to higher levelsequity method investment losses allocated to the Company. Additionally, the Company made an additional $1,000,000 investment in GWS in February 2008. The Company expects that it will take an impairment charge of shipments and increased productivityapproximately $700,000 in the first quarter of 2008 due to manufacturing efficiencies resulting in lower average unit costs, partially offset by an increase in inventory reserves. During the second quarter of 2005, the Company provided additional reserves of approximately $1,600,000 for potential obsolete inventory arising primarily from the EU RoHS initiative and the conversion of second-generation products to the FasTrak platform. In addition, the Company identified other slow-moving and potential obsolete inventory of approximately $1,200,000, of which $300,000 related to raw material inventories in support of pilot production of V•I Chips.investment.
In 2005,2007, depreciation and amortization was $17.1$11.6 million, a decrease of approximately $3.8$2.5 million from 2004,2006, and capital additions were $8.9$9.9 million, an increase of approximately $3.9$4.3 million from 2004.2006. Due to assets which either are now or will be fully depreciated in 2006,2008, the Company expects depreciation and amortization to be less in 20062008 than 2005.2007.
Inventories decreasedincreased by approximately $9.0$1.1 million or 4.9% to $17.2$23.1 million as compared with $26.2$22.0 million at the end of 2004,2006, primarily due to meet the increased demand.
On February 22, 2007, the Company announced that it had reached an agreement in principle with Ericsson, Inc., to settle a reductionlawsuit brought by Ericsson against the Company in raw materialsCalifornia state court. Under the terms of the settlement agreement entered into on March 29, 2007, after a Court ordered mediation, the Company paid $50.0 million to Ericsson, of which $12.8 million was paid by the Company’s insurance carriers. Accordingly, the Company recorded a net loss of $37.2 million from a concerted effort to reduce inventory levels and an increase in reserves as mentionedthe litigation-related settlements in the gross margin section above.
Significant attention across many functional areasfourth quarter of the Company continues to be focused on the design, development, introduction and production of the new FPA products (see Part I, Item I — “The Products — Factorized Power Architecture”). The Company introduced the first families of these products in 2003. Revenues to date from FPA products have not been significant.2006.
17
15
The following table sets forth certain items of selected consolidated financial information as a percentage of net revenues for the periods indicated. This table and the subsequent discussion should be read in conjunction with the selected financial data and the Consolidated Financial Statements and related footnotes of the Company contained elsewhere in this report.
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Net revenues | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| Gross margin | | | 39.8 | % | | | 36.9 | % | | | 25.8 | % |
| Selling, general and administrative expenses | | | 22.8 | % | | | 24.0 | % | | | 27.3 | % |
| Research and development expenses | | | 16.4 | % | | | 15.3 | % | | | 15.5 | % |
| Income (loss) before income taxes | | | 2.7 | % | | | (1.4 | )% | | | (16.4 | )% |
| | | | | | | | | | | | | |
| | | Year Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| |
| Net revenues | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| Gross margin | | | 40.3 | % | | | 42.6 | % | | | 39.8 | % |
| Selling, general and administrative expenses | | | 25.0 | % | | | 24.2 | % | | | 22.8 | % |
| Research and development expenses | | | 15.5 | % | | | 16.3 | % | | | 16.4 | % |
| Income (loss) before income taxes (as restated) | | | 2.8 | % | | | (14.6 | )% | | | 2.7 | % |
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts, inventories, investments, intangible assets, income taxes, impairment of long-lived assets, and contingencies and litigation. Management bases its estimates and judgments on historical experience, knowledge of current conditions and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following accounting policies involve its more significant judgments and estimates used in the preparation of its consolidated financial statements.
| |
| Allowance for Doubtful Accounts |
Allowance for Doubtful Accounts
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, based on assessments of customers’ credit-risk profiles and payment histories. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
Inventories
The Company employs a variety of methodologies to estimate allowances for its inventory for estimated obsolescence or unmarketable inventory. Historically, the Company estimated reserves for its inventory, at all significant locations based upon its known backlog and historical usage, and assumptions about future demand and market conditions. InFor the second quarter of 2005, the Company revised its method for estimating inventory reservesCompany’s brick products produced at the Andover location, its principal manufacturing location. The revisedlocation, the model used is based upon a comparison of on-hand quantities to projected demand, such that amounts on hand in excess of three-year projected usage are fully reserved.reserved for inventories of those products. Since V*I Chip products are at a relatively early stage, a one-year projected usage assumption is used. While we have used our best efforts and believe we have used the best available information to estimate future demand, due to uncertainty in the economy and our business and the inherent difficulty in predicting future demand, it is possible that actual demand for our products will differ from our estimates. If actual future demand or market conditions are less favorable than those projected by management, additional inventory reserves for existing inventories may need to be recorded in future periods.
Short-term and long-term investments
The Company’s short-term and long-term investments are classified asavailable-for-sale securities and are recorded at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of stockholders’ equity. The amortized cost of debt securities is adjusted for amortization of premiums and
18
accretion of discounts to maturity. Such amortization, along with interest and realized gains and losses, are included in other income (expense), net. The Company has no trading securities orheld-to-maturity securities.
Through March 14, 2008, auctions held for the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. As of March 14, 2008, the Company was holding a total of approximately $43.0 million in auction rate securities, the significant majority of which are student loan backed securities. These municipal and corporate debt securities have their interest rates reset at auction at regular intervals ranging from seven to ninety days. Because of these short term intervals between interest reset dates, the Company monitors the auctions to ensure they are successful, which provides evidence that the recorded values of these investments approximate their fair values. As discussed above, auctions related to substantially all our auction rate securities have failed and if auctions continue to fail such that the securities were deemed to be not liquid, the Company would need to seek other alternatives to determine the fair value of these securities, which may not be based on the quoted market transaction. In addition, due to the Company’s inability to quickly liquidate these investments, the Company may reclassify those investments with failed auctions as long-term assets in its consolidated balance sheet.
Other Investments
The accounting for investment transactions is reviewed for compliance with Accounting Principles Board Opinion No. 18, “The Equity Method for Accounting for Investments in Common Stock” (APB 18) and/or FASB Interpretation No. 46 Revised (FIN 46R), “Consolidation of Variable Interest Entities”. As discussed in Note 7. in the Notes to Consolidated Financial Statements, the Company previously accounted for the investment in Great Wall Semiconductor Corporation (“GWS”) under APB 18 as a cost method investment as management believed it did not have significant influence over GWS. An additional investment in GWS in May 2007 resulted in the Company owning approximately 24% of GWS which management believes, along with other qualitative factors considered, gives the Company significant influence over GWS. As a result of the additional investment, the Company is required to account for the investment in GWS under the equity method of accounting and to retroactively restate its previously issued consolidated financial statements to reflect the equity method of accounting, in accordance with APB 18.
The Company periodically evaluates the investment in GWS to determine if there are any events or circumstances that are likely to have a significant adverse effect on the fair value of the investment, including the net book value of acquired intangible assets and goodwill. Examples of such impairment indicators include, but are not limited to: GWS’ actual results of operations, actual results of operations compared to forecast, working capital requirements, additional third-party equity investment, if any, and other considerations. If we identify an impairment indicator, we will estimate the fair value of the investment and compare it to its carrying value. If the fair value of the investment is less than its carrying value, the investment is impaired and we make a determination as to whether the impairment is other-than-temporary. For other-than-temporary impairments, we recognize an impairment loss equal to the difference between an investment’s carrying value and its fair value. In the second quarter of 2007, the investment was adjusted for a decline in value judged to be other than temporary of $620,000. Deterioration or changes in GWS’ business in the future could lead to such impairment adjustments in future periods and the impairment adjustments may be material. In fact, the Company made an additional $1,000,000 investment in GWS in February 2008, which will increase its ownership in GWS to approximately 30%, for which the Company expects that it will take an impairment charge of approximately $700,000 in the first quarter of 2008.
Long-Lived Assets
Management evaluates the recoverability of the Company’s identifiable intangible assets, goodwill and other long-lived assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill
16
and Other Intangible Assets” (FAS 142) and Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (FAS 144), which generally requires that the recoverability of these assets be assessed when events or circumstances indicate a potential impairment. The Company periodically assesses the remaining use of fixed assets based upon operating results and cash flows
19
from operations. Equipment has been written-down as a result of these assessments as necessary. Goodwill is tested for potential impairment at least annually at the reporting unit level.
Stock-Based Compensation
The Company periodically evaluates whether any indicatorsaccounts for stock-based compensation in accordance with Statement of impairment surroundingFinancial Accounting Standards No. 123 (revised 2004), “Share Based Payment” (FAS 123R), which requires that stock-based compensation expense associated with stock options and related awards be recognized in the investmentstatement of income. Determining the amount of stock-based compensation requires us to develop estimates to be used in Great Wall Semiconductor Corporation (“GWS”) are present and, if so, whether any adjustments tocalculating the carryinggrant-date fair value of stock options. We calculate the investmentsgrant-date fair values using the Black-Scholes valuation model. The use of this model requires us to make estimates for the following assumptions: expected volatility, expected term, risk-free interest rate, expected dividend yield and forfeiture rate. Changes in GWS should beany of these assumptions may have an impact on the amount of stock-based compensation recorded. Deterioration or changes in the Company’s or GWS’ business in the future could lead to such impairment adjustments in future periods.
Product Warranties
The Company generally warrants its products for a period of two years. Vicor maintains allowances for estimated product returns under warranty based upon a review of known or potential product failures in the field and upon historical patterns of product returns. If unforeseen product issues arise or product returns increase above expected rates, additional allowances may be required.
Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (FAS 109), which requires that deferred tax assets and liabilities be recognized using enacted rates for the effect of temporary differences between the book and tax bases of recorded assets and liabilities. FAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assetassets will not be realized. The Company has assessed the need for a valuation allowance against these deferred tax assets and concluded that a valuation allowance for a significant portion of the deferred tax assets is warranted at December 31, 2005.2007. In reaching this conclusion, the Company evaluated all relevant criteria including the existence of significant temporary differences reversing in the carryforward period, primarily depreciation. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. In addition, the assessment of the valuation allowance requires the Company to make estimates of future taxable income and to estimate reversals of temporary differences. Changes in the assumptions or other circumstances may require additional valuation allowances if actual reversals of temporary differences differ from those estimates.
The Company operatesadopted FASB Interpretation No. 48, “Accounting for Uncertainty in numerous taxing jurisdictions and is, therefore, subject to a variety ofIncome Taxes” (“FIN 48”), on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income and related taxes. The Company has provided for potential tax liabilities duetaxes recognized in various jurisdictions which it judges to be probable and reasonably estimablean enterprise’s financial statements in accordance with FASB Statement of Financial Accounting Standards No. 5109, “Accounting for Contingencies”Income Taxes”. JudgmentFIN 48 prescribes a two-step process to determine the amount of tax benefit to recognize. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon examination by a tax authority. If the tax position is requireddeemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in determining the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If the tax position does not meet the “more-likely-than-not” threshold then it is not recognized in the financial statements. In accordance with FIN 48, the Company accrues interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense and related tax liabilities. In the ordinary courseexpense. The Company’s adoption of business, there are transactions and calculations where the ultimate tax outcome is uncertain. The Company believes it has reasonably estimated its accrued taxes for all jurisdictions for all open tax periods. The Company periodically assesses the adequacyFIN 48 as of its tax and related accruals on a quarterly basis and adjusts appropriately as events warrant and open tax periods close. It is possible that the final tax outcome of these matters will be different from management’s estimate reflected in the income tax provisions and accrued taxes. Such differences couldJanuary 1, 2007 did not have a material impact on the Company’s income tax provision and operatingfinancial position or results in the period in which such determination is made.of operations.
20
Contingencies
From time to time, we receive notices for product failure claims or that our products or manufacturing processes may be infringing the patent or intellectual property rights of others or for other matters. We periodically assess each matter to determine if a contingent liability should be recorded in accordance with Statement of Financial Accounting Standards No. 5, “Accounting for Contingencies” (FAS 5). In making this assessment, we may, depending on the nature of the matter, consult with external legal counsel and technical experts. Based on the information we obtain, combined with our judgment regarding all the facts and
17
circumstances of each matter, we determine whether it is probable that a contingent loss may be incurred and whether the amount of such loss can be reasonably estimated. Should a loss be probable and reasonably estimable, we record a contingent loss in accordance with FAS 5. In determining the amount of a contingentthe loss, we consider advice received from experts in the specific matter, current status of legal proceedings, if any, prior case history and other factors. Should the judgments and estimates made by us be incorrect, we may need to record additional contingent losses that could materially adversely impact our results of operations.operations and financial position.
Year Ended December 31, 20052007 compared to Year Ended December 31, 20042006
Net revenues for fiscal 20052007 were $179,351,000$195,827,000, an increase of $7,771,000,$3,780,000, or 4.5%2.0%, as compared to $171,580,000$192,047,000 for the same period a year ago. The increase in net revenues from the prior year resulted primarily from an increase in V*I Chip revenues of $6,099,000 and Picor revenues of $340,000, partially offset by decreases in Brick segment shipments of standard and custom products of $2,657,000. Orders for fiscal year 2007 increased by 8.5% compared with 2006. Subject to continuing demand, the Company expects modest growth in revenues in 2008. The book-to-bill ratio for 2007 was 1.05:1 as compared to 0.99:1 for 2006.
Gross margin for fiscal 2007 decreased $2,827,000, or 3.5%, to $79,009,000 from $81,836,000 in 2006 and decreased as a percentage of net revenues to 40.3% from 42.6%. The primary components of the decrease in gross margin dollars and percentage were due to the product mix and an issue with certain product returns and warranty expense. During the year ended 2007, the Company replaced certain products and established reserves for future replacements of these products, which were manufactured with a purchased component that exhibited an unacceptable failure rate. As a result, gross margin in the year ended December 31, 2007 were negatively impacted by approximately $980,000 from a combination of product returns which affected net revenues and charges to cost of revenues for warranty costs. In addition, cost of revenues increased approximately $713,000 due to the allocation of a portion of Picor non-recurring engineering charges being charged to cost of revenues in 2007 and not research and development.
Selling, general and administrative expenses were $48,919,000 for 2007, an increase of $2,482,000, or 5.3%, over the same period in 2006. As a percentage of net revenues, selling, general and administrative expenses increased to 25.0% from 24.2%. The principal components of the $2,482,000 increase were $1,666,000, or 8.6.%, of increased compensation expense primarily due to annual compensation adjustments in May 2007, $689,000, or 60.1%, of increased audit and tax expenses, $546,000, or 44.6%, of increased travel expenses, $271,000, or 5.8%, of increased commissions due to the increase in net revenues and due to changes in the mix of revenues subject to commissions, $193,000, or 57.3%, of increased outside services and $130,000, or 6.1%, in increased legal fees due to the litigation with Ericsson Wireless Communications, Inc., Exar Corporation and Rohm Device USA, LLC, and Concurrent Computer Corporation (“Concurrent”), which were partially offset by a $718,000 reimbursement payment from its insurance carriers received in the fourth quarter of 2007 in connection with the Concurrent litigation (see Part II — Item 1 — Legal Proceedings). The principal components partially offsetting the above increases were $424,000, or 10.5%, of decreased depreciation and amortization costs, $295,000, or 10.6%, of decreased advertising costs, $151,000, or 35.4%, in decreased employment recruiting expenses and $115,000, or 9.2%, of decreased training expenses.
Research and development expenses decreased $1,009,000, or 3.2%, to $30,372,000 in 2007 from $31,381,000 in 2006 and decreased as a percentage of net revenues to 15.5% from 16.3%. The principal components of the $1,009,000 decrease were $713,000, or 100%, of decreased costs due to the allocation of a portion of Picor non-recurring engineering charges being charged to cost of revenues and not research and development, $425,000, or 16.8%, of decreased costs associated with the VIAs, $155,000, or 8.7%, of
21
decreased facility costs, $119,000, or 7.9%, of decreased depreciation and amortization costs, and $64,000, or 26.6%, of decreased travel expenses. The principal component partially offsetting the above decreases was $529,000, or 2.7%, in increased compensation expense primarily due to annual compensation adjustments in May 2007. The decreased costs associated with the VIAs was primarily due to $397,000 of decreased sub-contract labor costs.
In the second quarter of 2007, the Company entered into separate settlement agreements with Artesyn and Lucent/Tyco, under which, the Company received total payments of $1,770,000 in full settlement of the Company’s Patent infringement claims against Lucent/Tyco and Artesyn, and which settled the lawsuits that the Company had filed against Lucent/Tyco in May 2000 and in April 2001, and the lawsuit that the Company had filed against Artesyn in February 2001. The full amount of the payments, net of a $177,000 contingency fee accrued by the Company for its litigation counsel, has been included in (Gain) loss from litigation-related settlements, net in the accompanying condensed consolidated statement of operations. In December 2007, the Court awarded Exar and Rohm amounts for certain statutory and discovery costs associated with this ruling. The Company accrued $240,000 in the second quarter of 2007 as a result of the Court’s decision, which is included in (Gain) loss from litigation-related settlement, net in the accompanying condensed consolidated statement of operations.
On February 22, 2007, the Company announced that it had reached an agreement in principle with Ericsson, Inc., to settle a lawsuit brought by Ericsson against the Company in California state court. Under the terms of the settlement agreement entered into on March 29, 2007, after a Court ordered mediation, the Company paid $50.0 million to Ericsson, of which $12.8 million was paid by the Company’s insurance carriers. Accordingly, the Company recorded a net loss of $37.2 million from the litigation-related settlements in the fourth quarter of 2006.
The changes in the major components of other income (expense), net were as follows (in thousands):
| | | | | | | | | | | | | |
| | | | | | 2006
| | | Increase
| |
| | | 2007 | | | (As restated) | | | (Decrease) | |
| |
| Interest income | | $ | 4,484 | | | $ | 5,389 | | | $ | (905 | ) |
| Minority interest in net income of subsidiaries | | | (539 | ) | | | (562 | ) | | | 23 | |
| Foreign currency gains | | | 186 | | | | 139 | | | | 47 | |
| Gain on disposal of equipment | | | 129 | | | | 67 | | | | 62 | |
| Other | | | 128 | | | | 59 | | | | 69 | |
| | | | | | | | | | | | | |
| | | $ | 4,388 | | | $ | 5,092 | | | $ | (704 | ) |
| | | | | | | | | | | | | |
The decrease in interest income is due to lower average balances on the Company’s cash equivalents and short-term investments, principally due to the $37,200,000 net payment to Ericsson made at the end of March 2007 (see Part II— Item 3- Legal Proceedings). The increase in foreign currency gains is due to favorable exchange rates in 2007 as compared to 2006. The Company’s exposure to market risk for fluctuations in foreign currency exchange rates relates primarily to the operations of Vicor Japan Co. Ltd. (“VJCL”) and changes in the dollar/yen exchange rate. In addition, the functional currency of the Company’s subsidiaries in Europe and Hong Kong is the U.S. dollar.
Income before income taxes was $5,459,000 in 2007 compared to a loss before income taxes of $28,090,000 for 2006.
The benefit for income taxes totaled $(1,015,000) in 2007 as compared to a provision of $648,000 in 2006. The Company’s effective tax rate was (18.6%) and 2.3% in 2007 and 2006, respectively. In 2007, the tax provision includes estimated federal, state and foreign income taxes on the Company’s pre-tax income, estimated federal and state income taxes for certain minority-owned subsidiaries that are not part of the Company’s consolidated income tax returns, and increases in accrued interest for potential liabilities, offset by the expected utilization of foreign net operating loss carryforwards and the release of certain valuation allowances related to temporary book versus tax differences. During the second quarter of 2007 and year ended December 31, 2007, the Company reversed approximately $300,000 of previously unidentified excess
22
tax reserves identified during the quarter. The impact on the second quarter of 2007 and the year ended December 31, 2007, as well as on prior periods, was not material. The expense was also offset by a discrete item of $169,000 representing refunds of interest received and recorded as a benefit during the first quarter of 2007 as final settlement related to the audit of the Company’s federal tax returns for tax years 1994 though 2002 by the Internal Revenue Service and the reduction in the tax reserves discussed below. In 2006, the tax provision included estimated federal, state and foreign income taxes on the Company’s projected annual pre-tax income, estimated federal and state income taxes for certain minority-owned subsidiaries that are not part of the Company’s consolidated income tax returns, offset by the expected utilization of remaining net operating loss carryforwards and certain tax credit carryforwards. For the year ended December 31, 2007 and 2006, the Company reduced its tax reserves by $1,517,000 and $468,000, respectively, due to closing tax periods in certain jurisdictions and other tax reserves no longer considered necessary. The decreases in 2007 and 2006 were partially offset by increases in reserves during the year of approximately $205,000 and $133,000, respectively.
Loss from equity method investment (net of tax) for fiscal year 2007 increased $818,000 to $1,139,000 from $321,000 for 2006. This was principally due to the equity method investment in GWS being adjusted for a decline in value judged to be other than temporary of $620,000 in the second quarter and due to higher equity method investment losses allocated to the Company. As described in Note 7. in the Notes to the Consolidated Financial Statements, the Company changed its method of accounting for its investment in GWS from the cost method to the equity method of accounting. As a result, the financial statements for the years ended December 31, 2006 and December 31, 2005 have been retroactively restated to reflect the equity method of accounting, in accordance with APB 18. The Company made an additional $1,000,000 investment in GWS in February 2008. The Company expects that it will take an impairment charge of approximately $700,000 in the first quarter of 2008 due to the additional investment.
Basic and diluted loss per share was $0.13 for the year ended December 31, 2007, compared to basic and diluted loss per share of $0.69 for the year ended December 31, 2006.
Year Ended December 31, 2006 compared to Year Ended December 31, 2005
Net revenues for fiscal 2006 were $192,047,000, an increase of $12,696,000, or 7.1%, as compared to $179,351,000 for the same period a year ago. The increase in net revenues resulted primarily from an increase in unitBrick segment shipments of standard and custom products of approximately $8,147,000, partially offset by a decrease$11,018,000, along with increases in license revenueV*I Chip and Picor revenues of $376,000.$1,376,000 and $299,000, respectively. Orders for fiscal year 20052006 increased by 6.5%4.6% compared with 2004. Subject to continuing demand and productivity improvements, the Company expects modest growth in revenues and further improvements in gross margins will lead to what we believe will be a profitable 2006.2005. Thebook-to-bill book-to-bill ratio for 20052006 was 1.01:0.99:1 as compared to 1.00:1.01:1 for 2004. Both first- and second-generation products are sold to similar customers.2005.
Gross margin for fiscal 20052006 increased $8,119,000,$10,429,000, or 12.8%14.6%, to $81,836,000 from $71,407,000 from $63,288,000 in 20042005 and increased as a percentage of net revenues from 36.9%39.8% to 39.8%42.6%. The primary components of the increase in gross margin dollars and percentage were due to the higher levels of shipments and increased productivity due toincrease in net revenues, an increase in manufacturing efficiencies resulting in lower average unit costs. These increases were partially offset by an increasecosts and significant inventory reserves recorded in inventory reserve expense of approximately $3,700,000 compared to 2004.2005. During the second quarter of 2005, the Company provided additional reserves of approximately $1,600,000 for potential obsolete inventory arising primarily from the EUEuropean Union RoHS initiative and the conversion of second-generation productsMaxi, Mini, Micro and MIL-COTS product families to the FasTrak platform. In addition, the Company identified other slow-moving and potential obsolete inventory of approximately $1,200,000, of which $300,000 was related to raw material inventoriesinventory in support of pilot production of V•V*I Chips.
Selling, general and administrative expenses were $40,811,000$46,437,000 for 2005, a decrease2006, an increase of $301,000,$5,626,000, or 0.7%13.8%, over the same period in 2004.2005. As a percentage of net revenues, selling, general and administrative expenses decreasedincreased to 22.8%24.2% from 24.0%, primarily due to the increase in net revenues.22.8%. The principal components of the $301,000 decrease$5,626,000 increase were $1,068,000,$1,550,000, or 48.9%8.7%, of decreased legal fees and $553,000, or 23.0%, of decreased depreciation expense,increased compensation primarily due to certain computer hardwareannual compensation adjustments in May 2006 and software becoming fully depreciatedincreases in 2004. The overall decrease in legal expense was primarily due to litigation with Exar Corporation that was settled in July 2004 and for reimbursementsheadcount, $982,000 or 88.0% of increased legal fees from the Company’s insurance carrier beginning in the third quarter of 2004, which reduces legal expense, in connection with thedue to litigation with Ericsson Wireless Communications, Inc. (see(See Part I, Item 3 — “Legal Proceedings”). The principal components partially offsetting the above decreases were $412,000,, $725,000, or 143.3%39.2%, of increased provision for potential bad debtsdepreciation and amortization expense principally due to a reductionthe accelerated amortization for and the write-off of certain patent costs, $698,000, or 17.8%, increase in the allowance for doubtful accounts of $300,000 in 2004commissions due to the Company’s favorable collection of accounts receivableincrease in 2004, $316,000,net revenues, $323,000, or 32.8%306.1%, increase in employment advertising, recruiting and relocation expense, $256,000, or
23
12.2%, in increased auditadvertising expense, and tax fees duea $216,000, or 177.3%, increase in outside services expense. The increase in compensation expense also includes $385,000 of non-cash stock-based compensation recorded under FAS 123(R). See Note 3 to the requirements of complying with the Sarbanes-Oxley Act of 2002, and $441,000, or 7.8%, in increased costs associated with Vicor Japan Co., Ltd. and the Vicor Integration Architects (“VIAs”).consolidated financial statements for further discussion.
Research and development expenses increased $3,255,000,$1,915,000, or 12.4%6.5%, to $31,381,000 in 2006 from $29,466,000 in 2005 from $26,211,000 in 2004 and increasedbut decreased as a percentage of net revenues to 16.4%16.3% from 15.3%16.4%. The principal components of the $3,255,000$1,915,000 increase were $1,812,000,$1,676,000, or 11.3%9.4%, of increased compensation expense principallyprimarily due to increasedannual compensation adjustments in May 2006 and increases in headcount, $668,000,$224,000, or 20.0%15.5%, of increased project material costs, $198,000,expenses related to the Vicor Integration Architects (“VIAs”), $162,000, or 14.0%10.1%, of increased facilities costs and $168,000,$152,000, or 77.9%110.9%, in increased supplies.industrial gas costs. These items were partially offset by a decrease in production materials of $542,000, or 13.5%. The increasesincrease in compensation expense project material costs and supplies were principally duealso includes $281,000 of non-cash stock-based compensation recorded under FAS 123(R). See Note 3 to the development efforts associatedconsolidated financial statements for further discussion.
On February 22, 2007, the Company announced that it has reached an agreement in principle with Ericsson, Inc., to settle a lawsuit brought by Ericsson against the Company in California state court. Under the terms of the settlement agreement, reached on February 16, 2007 after a Court ordered mediation, the Company agreed to pay $50.0 million to Ericsson, of which $12.8 million will be paid by the Company’s new FPA products.insurance carriers. Accordingly, the Company recorded a net loss of $37.2 million from litigation-related settlement in the fourth quarter of 2006.
In the second quarter of 2005, the Company entered into a settlement agreement with Lambda Americas, Inc., successor to Lambda Electronics, Inc., under which the Company received a payment of $2,500,000 in full settlement of the Company’s Reset Patent claims against Lambda and which settled the lawsuit that the
18
Company had filed against Lambda in June 2001. The full amount of the payment, net of a $250,000 contingency fee paid by the Company to its litigation counsel, has been included in gain from litigation-related settlement, net in the accompanying condensed consolidated statement of operations.
The changes in the major components of other income (expense), net were as follows (in thousands):
| | | | | | | | | | | | | |
| | | | | | | Increase | |
| | | 2005 | | | 2004 | | | (Decrease) | |
| | | | | | | | | | |
| Interest income | | $ | 3,124 | | | $ | 1,764 | | | $ | 1,360 | |
| Minority interest in net income of subsidiaries | | | (807 | ) | | | (527 | ) | | | (280 | ) |
| Foreign currency (losses) gains | | | (771 | ) | | | 268 | | | | (1,039 | ) |
| Other than temporary decline in Scipher plc, investment | | | — | | | | (70 | ) | | | 70 | |
| Loss on disposal of equipment | | | (41 | ) | | | (47 | ) | | | 6 | |
| Other | | | (5 | ) | | | 244 | | | | (249 | ) |
| | | | | | | | | | |
| | | $ | 1,500 | | | $ | 1,632 | | | $ | (132 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | 2006
| | | | | | Increase
| |
| | | (As restated) | | | 2005 | | | (Decrease) | |
| |
| Interest income | | $ | 5,389 | | | $ | 3,124 | | | $ | 2,265 | |
| Minority interest in net income of subsidiaries | | | (562 | ) | | | (807 | ) | | | 245 | |
| Foreign currency gains (losses) | | | 139 | | | | (771 | ) | | | 910 | |
| Gain (loss) on disposal of equipment | | | 67 | | | | (41 | ) | | | 108 | |
| Other | | | 59 | | | | (5 | ) | | | 64 | |
| | | | | | | | | | | | | |
| | | $ | 5,092 | | | $ | 1,500 | | | $ | 3,592 | |
| | | | | | | | | | | | | |
The increase in interest income is due to higher interest rates and higher average balances on the Company’s cash equivalents, short-term and long-term investments. The increase in foreign currency lossesgains is due to the unfavorablefavorable exchange rates in 20052006 as compared to 2004, principally2005. The Company’s exposure to market risk for fluctuations in Japan.foreign currency exchange rates relates primarily to the operations of Vicor Japan Co. Ltd. (“VJCL”) and changes in the dollar/yen exchange rate. In addition, the functional currency of the Company’s subsidiaries in Europe and Hong Kong is the U.S. dollar. The decrease in minority interest in the net income of subsidiaries was due to lower income at certain minority interest entities.
Income
Loss before income taxes was $4,880,000$28,090,000 in 20052006 compared to a lossincome before income taxes of $2,403,000$4,880,000 for 2004.2005.
The provision for income taxes totaled $964,000$648,000 in 20052006 as compared to a provision of $1,320,000$964,000 in 2004.2005. The Company’s effective tax rate was 2.3% and 19.8% for 2006 and 54.9% for 2005, and 2004, respectively. Tax provisions in 20052006 and 20042005 have been provided for federal and state taxes for certain minority-owned subsidiaries that are not part of the Company’s consolidated income tax returns, for the federal alternative minimum tax and for estimated income taxes due in various state and international taxing jurisdictions. In the third quarter of 2006 and 2005, the Company reduced its tax reserves by $468,000 and $770,000, respectively, due to closing tax periods in certain jurisdictions and other tax reserves no longer considered necessary. The decreases in 2006
24
and 2005 were partially offset by an increaseincreases in reserves during the year of approximately $133,000 and $412,000, respectively, for potential liabilities. During
Loss from equity method investment (net of tax) for fiscal year 2006 decreased $102,000 to $321,000 from $423,000 for 2005. This was principally due lower equity method investment losses allocated to the third quarter of 2004,Company. As described in Note 7. in the Notes to the Consolidated Financial Statements, the Company provided additional tax expensechanged its method of accounting for potential liabilities relatedits investment in GWS from the cost method to certain jurisdictions under examination aggregating $950,000, partially offset bythe equity method of accounting. As a reduction inresult, the tax reserves for certain jurisdictions due to tax periods closing aggregating $650,000. The Company will continue to assess its effective tax rate and the need for valuation allowances against its deferred tax assets.
Basic and diluted income per share was $0.09financial statements for the yearyears ended December 31, 2005, compared to basic2006 and diluted loss per share of $(0.09) for the year ended December 31, 2004.
Year Ended December 31, 2004 compared2005 have been retroactively restated to Year Ended December 31, 2003
Net revenues for fiscal 2004 were $171,580,000reflect the equity method of accounting, in accordance with APB 18. The Company made an increase of $20,159,000, or 13.3%, as compared to $151,421,000 for the same period a year ago.additional $1,000,000 investment in GWS in February 2008. The increase in net revenues resulted primarily fromCompany expects that it will take an increase in unit shipments of standard and custom productsimpairment charge of approximately $20,552,000, partially offset by a decrease$700,000 in license revenuethe first quarter of $393,000. Orders for fiscal year 2004 increased by 9.4% compared with 2003. Thebook-to-bill ratio for 2004 was 1.00:1 compared to 1.03:1 for 2003. Both first- and second-generation products are sold to similar customers. The decrease in license revenue was due to receipt of the final royalty payment from Nagano Japan Radio Company, Ltd. (“NJRC”) in January 2004. Going forward, license revenues will be less than prior periods unless and until the Company enters into new license agreements.
Gross margin for fiscal 2004 increased $24,276,000, or 62.2%, to $63,288,000 from $39,012,000 in 2003 and increased as a percentage of net revenues from 25.8% to 36.9%. The primary components of the increase in gross margin dollars and percentage were2008 due to the higher levels of shipments, increased productivity and cost reductions associated with the end of a general furlough program during the fourth
19
quarter of 2003, and a non-recurring $800,000 reduction in an accrual recorded through cost of revenues associated with the settlement of a commercial dispute.additional investment.
Selling, general and administrative expenses were $41,112,000 for 2004, a decrease of $158,000, or 0.4%, over the same period in 2003. As a percentage of net revenues, selling, general and administrative expenses decreased to 24.0% from 27.3%, primarily due to the increase in net revenues. The principal components of the $158,000 decrease were $890,000, or 29.9%, of decreased advertising expenses, $473,000, or 16.5%, of decreased depreciation expense, due to certain computer hardware and software becoming fully depreciated in 2004, and $380,000, or 475.0%, of decreased bad debt expense due to the Company’s favorable collection of accounts receivables. The Company had higher advertising expenses in 2003 due to the introduction of the new FPA products. These decreases were partially offset by $602,000, or 38.0%, of increased legal expenses due to the litigation with Exar Corporation and with Ericsson Wireless Communications, Inc. (see Part I, Item 3 — “Legal Proceedings”), $547,000, or 3.2%, of increased compensation as annual compensation adjustments resumed in 2004 and $385,000, or 10.5%, in increased commission expense, due to the higher revenues.
Research and development expenses increased $2,766,000, or 11.8%, to $26,211,000 in 2004 from $23,445,000 in 2003 and decreased slightly as a percentage of net revenues to 15.3% from 15.5%. The principal components of the $2,766,000 increase were $1,133,000, or 10.1%, of increased compensation expense as annual compensation adjustments resumed in 2004, $704,000, or 31.0%, of increased project material costs, $385,000, or 7.9%, of increased development costs associated with the automation, test and mechanical engineering groups, as less of these departments’ efforts were associated with internally constructed manufacturing and test equipment in 2004 as compared to 2003, and $263,000, or 104.8%, of increased tooling costs. The increases in compensation expense, project materials and tooling costs were principally due to development efforts associated with the Company’s new FPA products.
The changes in the major components of other income (expense), net were as follows (in thousands):
| | | | | | | | | | | | | |
| | | | | | | Increase | |
| | | 2004 | | | 2003 | | | (Decrease) | |
| | | | | | | | | | |
| Interest income | | $ | 1,764 | | | $ | 1,514 | | | $ | 250 | |
| Minority interest in net income of subsidiaries | | | (527 | ) | | | (512 | ) | | | (15 | ) |
| Foreign currency gains | | | 268 | | | | 607 | | | | (339 | ) |
| Other than temporary decline in Scipher plc, investment | | | (70 | ) | | | (470 | ) | | | 400 | |
| Loss on disposal of equipment | | | (47 | ) | | | (356 | ) | | | 309 | |
| Other | | | 244 | | | | 29 | | | | 215 | |
| | | | | | | | | | |
| | | $ | 1,632 | | | $ | 812 | | | $ | 820 | |
| | | | | | | | | | |
Loss before income taxes was $2,403,000 in 2004 compared to a loss before income taxes of $24,891,000 for 2003.
The provision for income taxes totaled $1,320,000 in 2004 as compared to a benefit of $5,356,000 in 2003. The Company’s effective tax rate was 54.9% and (21.5%) for 2004 and 2003, respectively. Tax provisions in 2004 have been provided for estimated income taxes due in various state and international taxing jurisdictions for which losses incurred by the Company cannot be offset, and for federal and state taxes for certain minority-owned subsidiaries that are not part of the Company’s consolidated income tax returns. During the third quarter of 2004, the Company provided additional tax expense for potential liabilities related to certain jurisdictions under examination aggregating $950,000, partially offset by a reduction in the tax reserves for certain jurisdictions due to tax periods closing aggregating $650,000. During the fourth quarter of 2003, the Company revised its estimate of the effective tax rate for the year and recorded a tax benefit for a portion of the net operating losses generated in 2003 and, accordingly, revised its estimated effective tax rate applicable to 2003 to an estimated tax benefit of 21.5%. This estimated tax benefit of $5,356,000 was a non-recurring non-cash item representing an increase in the benefit previously estimated by the Company based on the changes in the deductible and taxable temporary differences for 2003. The effect of the change in the estimated effective tax rate on net income was approximately $5,107,000. The corresponding effect on the net income per share was $.12 for the quarter and for the year ended December 31, 2003.
20
Basic and diluted loss per share was $(0.09)$0.69 for the year ended December 31, 2004,2006, compared to basic and diluted lossincome per share of $(0.47)$0.08 for the year ended December 31, 2003.2005.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 20052007 the Company had $34,024,000$20,017,000 in unrestricted cash and cash equivalents. The ratio of current assets to current liabilities was 7.6:6.5:1 at December 31, 20052007 compared to 8.6:2.9:1 at December 31, 2004.2006. Working capital increased $1,966,000,decreased $7,543,000, from $148,419,000$123,467,000 at December 31, 20042006 to $150,385,000$115,924,000 at December 31, 2005.2007. The primary factors affecting the working capital increase were an increasedecrease was a decrease in cash and cash equivalents and short-term investments of $11,321,000$40,034,000, a decrease in insurance receivable for a litigation payment of $12,800,000, and an increasea decrease in accounts receivabledeferred tax assets of $4,713,000. These increases$2,961,000. The decreases were partially offset by a decrease in inventorytotal current liabilities of $9,061,000,$45,693,000, which was primarily due to a reductionthe decrease in raw materials from a concerted effort to reduce inventory levelsaccrual for litigation settlement of $50,000,000, an increase in accounts receivable of $1,655,000 and an increase in reserves, an increase in accounts payableinventories of $2,935,000 and a$1,077,000. The decrease in cash and cash equivalents and short-term investments was principally due to a net payment of $2,253,000.$37,200,000 related to the Ericsson litigation settlement, which had been accrued for as of December 31, 2006. The primary source of cash for the twelve monthsyear ended December 31, 2005 was $29,271,000 from2007 were $24,656,000 in net sales of short-term investments and $19,381,000 of net cash provided by operating activities and $3,578,000 in(after adjusting for the net proceeds from the issuancepayment for litigation settlement of Common Stock upon the exercise of stock options.$37,200,000). The primary uses of cash for the twelve months ended December 31, 20052007 were $37,200,000, net, for the net purchaseslitigation settlement, $12,569,000 for the payments of short-term investments of $15,186,000,dividends, $9,856,000 for the acquisitionpurchase of equipment of $8,944,000, the acquisition of treasury stock of $5,544,000 and the payment of a common stock dividend of $5,025,000.$1,000,000 invested in GWS.
In November 2000, the Board of Directors of the Company authorized the repurchase of up to $30,000,000 of the Company’s Common Stock (the “November 2000 Plan”). The November 2000 Plan authorizes the Company to make such repurchases from time to time in the open market or through privately negotiated transactions. The timing and amounts of stock repurchases are at the discretion of management based on its view of economic and financial market conditions. The Company spent approximately $5,544,000 for thedid not repurchase of 452,200 shares of Common Stock during the twelve monthsyear ended December 31, 2005.2007. As of December 31, 2005,2007, the Company had approximately $19,376,000$8,541,000 remaining under the plan.
On June 24, 2005,July 25, 2007, the Company’s Board of Directors approved an annuala cash dividend for 2005 of $.12$.15 per share of the Company’s stock. The total dividend of approximately $5,025,000$6,242,000 was paid on August 31, 200530, 2007 to shareholders of record at the close of business on August 11, 2005.
14, 2007. On February 4, 2006,16, 2007, the Company’s Board of Directors approved a cash dividend of $.12$.15 per share payableof the Company’s stock. The total dividend of approximately $6,235,000 was paid on March 20, 200627, 2007 to shareholders of record at the close of business on February 28, 2006.March 9, 2007. On March 14, 2008, the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,245,000 will be paid on April 18, 2008 to shareholders of record at the close of business on April 2, 2008. The Board of Directors anticipates reviewing its dividend policy on a semi-annual basis.
During the second quarter of 2007, two subsidiaries paid a total of $180,000 in dividends, of which $92,000 was paid to outside shareholders.
25
The table below summarizes the Company’s contractual obligations as of December 31, 20052007 (in thousands):
| | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period | |
| | | | |
| | | | | Less than | | | | | More Than | |
| Contractual Obligations | | Total | | | 1 Year | | | Years 2 & 3 | | | Years 4 & 5 | | | 5 Years | |
| | | | | | | | | | | | | | | | |
| Operating leases | | $ | 2,815 | | | $ | 1,161 | | | $ | 1,341 | | | $ | 313 | | | $ | — | |
| Purchase obligations | | | 2,593 | | | | 280 | | | | 561 | | | | 561 | | | | 1,191 | |
| | | | | | | | | | | | | | | | |
| Total | | $ | 5,408 | | | $ | 1,441 | | | $ | 1,902 | | | $ | 874 | | | $ | 1,191 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | Payments Due by Period | |
| | | | | | Less than
| | | | | | | | | More Than
| |
Contractual Obligations | | Total | | | 1 Year | | | Years 2 & 3 | | | Years 4 & 5 | | | 5 Years | |
| |
| Operating lease obligations | | $ | 3,861 | | | $ | 1,398 | | | $ | 1,453 | | | $ | 239 | | | $ | 771 | |
| Purchase obligations | | | 2,248 | | | | 291 | | | | 600 | | | | 624 | | | | 733 | |
| | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 6,109 | | | $ | 1,689 | | | $ | 2,053 | | | $ | 863 | | | $ | 1,504 | |
| | | | | | | | | | | | | | | | | | | | | |
In addition to the amounts shown in the table above, approximately $511,000 of unrecognized tax benefits have been recorded as liabilities in accordance with FIN 48, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential interest and penalties of approximately $833,000 at December 31, 2007.
The Company’s primary liquidity needs are for making continuing investments in manufacturing equipment, particularly equipment for the Company’s new FPA products.products and replacement of aging manufacturing equipment utilized by the Brick Business Unit. The Company believes that cash generated from operations and the total of its cash and cash equivalents together with other sources of liquidity,and short-term investments will be sufficient to fund planned operations and capital equipment purchases for the foreseeable future. At December 31, 2005,During the quarter ended June 30, 2007, the Company alsomade an additional investment of $1,000,000 in GWS and agreed to a further investment of $1,000,000 if certain conditions were met by November 2007. Those conditions were not met by November 2007. However, the Company did make the additional $1,000,000 investment in February 2008. The additional $1,000,000 investment was approved by the Audit Committee of the Company’s Board of Directors. Additionally, the Company had approximately $929,000$2,047,000 of capital expenditure commitments, principally for manufacturing equipment.equipment as of December 31, 2007.
Through March 14, 2008, auctions held the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. As of March 14, 2008, the Company was holding a total of approximately $43.0 million in auction rate securities, the significant majority of which are student loan backed securities. These municipal and corporate debt securities have their interest rates reset at auction at regular intervals ranging from seven to ninety days. The funds associated with our auction rate securities that fail auction may not be accessible until a successful auction occurs, a buyer is found outside of the auction process, the security is called, or the underlying securities have matured. Based on our ability to access our cash and other short-term investments and our expected operating cash flows, we do not anticipate the current lack of liquidity will affect our ability to execute our current operating plan.
The Company does not consider the impact of inflation and changing prices on its business activities or fluctuations in the exchange rates for foreign currency transactions to have been material during the last three fiscal years.
21
| |
| ITEM 7A — | QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK |
The Company is exposed to a variety of market risks, including changes in interest rates affecting the return on its cash and cash equivalents short-term and long-termshort-term investments and fluctuations in foreign currency exchange rates.
As the Company’s cash and cash equivalents consist principally of money market securities, which are short-term in nature, the Company’s exposure to market risk on interest rate fluctuations for these investments is not significant. The Company’s short-term and long-term investments consist mainly of municipal and corporate debt securities. These debt securities, are all highly-rated investments, in which a significant portion are invested in auction rate securities, the significant majority of which are student loan backed securities. These auction rate securities have interest rates reset at auction at regular intervals. Through March 14, 2008, auctions held for the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. As a result,of March 14, 2008, the Company believeswas holding a total of approximately $43.0 million in auction rate securities. While those debt securities are all highly rated investments, generally with AAA/Aaa ratings, continued failure to sell at their reset dates could negatively
26
impact the carrying value of the investment which could lead to impairment charges in future periods, should a decline in the value of these securities be other than temporary. The Company does not believe there is minimal market riskwas any impairment to these investments.investments as of December 31, 2007. Our annual interest income would change by approximately $1,000,000$600,000 in 20052007 for each 100 basis point increase or decrease in interest rates.
The Company’s exposure to market risk for fluctuations in foreign currency exchange rates relates primarily to the operations of VJCLVicor Japan Company, Ltd. (“VJCL”) and changes in the dollar/yen exchange rate. Relative to foreign currency exposure against the yen existing at December 31, 2005, a 10% unfavorable movement in the dollar/yen exchange rate would increase the foreign currency loss by approximately $200,000. In addition, the functional currency of the Company’s subsidiaries in Europe and Hong Kong is the U.S. Dollar. Therefore, the Company believes that market risk is mitigated since these operations are not materially exposed to foreign exchange fluctuations. Relative to foreign currency exposure against the yen existing at December 31, 2007, a 10% unfavorable movement in the dollar/yen exchange rate would increase foreign currency loss by approximately $200,000.
27
22
| |
| ITEM 8 — | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
ITEM 8 —FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAINDEX
INDEX
FINANCIAL STATEMENTS
| | | | | |
| Report of Independent Registered Public Accounting Firm | | | 2429 | |
Consolidated Balance Sheets as of December 31, 20052007 and 20042006 (as restated) | | | 2530 | |
Consolidated Statements of Operations For the Years Ended December 31, 2007, 2006 (as restated) and 2005 2004 and 2003(as restated) | | | 2631 | |
Consolidated Statements of Cash Flows For the Years Ended December 31, 2007, 2006 (as restated) and 2005 2004 and 2003(as restated) | | | 2732 | |
Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2007, 2006 (as restated) and 2005 2004 and 2003(as restated) | | | 2833 | |
| Notes to the Consolidated Financial Statements | | | 2934 | |
| Schedule (Refer to Item 15) | | | 5469 | |
28
23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Vicor Corporation
We have audited the accompanying consolidated balance sheets of Vicor Corporation as of December 31, 20052007 and 2004,2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2005.2007. Our audits also included the financial statement schedule listed in the Index at Item 15(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Vicor Corporation at December 31, 20052007 and 2004,2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005,2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
As discussed in Notes 2 and 7 to the consolidated financial statements, in 2007, the Company changed its method of accounting for its related-party investment in Great Wall Semiconductor Corporation. As discussed in Notes 2 and 12 to the consolidated financial statements, on January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48,Accounting for Uncertainty in Income Taxes. As discussed in Notes 2 and 3 to the consolidated financial statements, on January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123(R),Share-Based Payment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Vicor Corporation’s internal control over financial reporting as of December 31, 2005,2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 200614, 2008 expressed an unqualifiedadverse opinion thereon.
Boston, Massachusetts
March 14, 2008
29
VICOR CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2007 and 2006
| | | | | | | | | |
| | | 2007 | | | 2006 | |
| | | (In thousands,
| |
| | | except share data) | |
| |
ASSETS |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 20,017 | | | $ | 35,860 | |
| Restricted cash and short-term investments | | | 952 | | | | 1,045 | |
| Short-term investments | | | 57,490 | | | | 81,681 | |
| Accounts receivable, less allowance of $398 in 2007 and $583 in 2006 | | | 32,054 | | | | 30,399 | |
| Insurance receivable for litigation settlements | | | — | | | | 12,800 | |
| Inventories, net | | | 23,078 | | | | 22,001 | |
| Deferred tax assets | | | 741 | | | | 3,702 | |
| Other current assets | | | 2,629 | | | | 2,709 | |
| | | | | | | | | |
| Total current assets | | | 136,961 | | | | 190,197 | |
| Property, plant and equipment, net | | | 50,257 | | | | 51,573 | |
| Other assets | | | 5,240 | | | | 5,691 | |
| | | | | | | | | |
| | | $ | 192,458 | | | $ | 247,461 | |
| | | | | | | | | |
| |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
| Current liabilities: | | | | | | | | |
| Accounts payable | | $ | 10,062 | | | $ | 7,273 | |
| Accrued compensation and benefits | | | 6,003 | | | | 5,192 | |
| Accrued expenses | | | 3,471 | | | | 4,189 | |
| Accrual for litigation settlements | | | 240 | | | | 50,000 | |
| Income taxes payable | | | 278 | | | | — | |
| Deferred revenue | | | 983 | | | | 76 | |
| | | | | | | | | |
| Total current liabilities | | | 21,037 | | | | 66,730 | |
| Long-term income taxes payable | | | 1,344 | | | | 2,577 | |
| Deferred income taxes | | | 1,597 | | | | 4,389 | |
| Minority interests | | | 4,040 | | | | 3,593 | |
| Stockholders’ equity: | | | | | | | | |
| Preferred Stock, $.01 par value, 1,000,000 shares authorized; no shares issued or outstanding in 2007 and 2006 | | | — | | | | — | |
| Class B Common Stock: 10 votes per share, $.01 par value, 14,000,000 shares authorized, 11,824,952 shares issued and outstanding ( 11,854,952 shares issued and outstanding in 2006) | | | 118 | | | | 119 | |
| Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized, 38,209,486 shares issued and 29,811,088 shares outstanding (38,106,377 shares issued and 29,707,979 shares outstanding in 2006) | | | 384 | | | | 382 | |
| Additional paid-in capital | | | 159,332 | | | | 158,021 | |
| Retained earnings | | | 126,263 | | | | 133,405 | |
| Accumulated other comprehensive income (loss) | | | 170 | | | | 72 | |
| Treasury stock at cost: 8,398,398 shares in 2007 and 2006 | | | (121,827 | ) | | | (121,827 | ) |
| | | | | | | | | |
| Total stockholders’ equity | | | 164,440 | | | | 170,172 | |
| | | | | | | | | |
| | | $ | 192,458 | | | $ | 247,461 | |
| | | | | | | | | |
See accompanying notes
30
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2007, 2006 and 2005
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| | | | | | (As restated) | | | (As restated) | |
| | | (In thousands, except per share
| |
| | | amounts) | |
| |
| Net revenues | | $ | 195,827 | | | $ | 192,047 | | | $ | 179,351 | |
| Cost of revenues | | | 116,818 | | | | 110,211 | | | | 107,944 | |
| | | | | | | | | | | | | |
| Gross margin | | | 79,009 | | | | 81,836 | | | | 71,407 | |
| Operating expenses: | | | | | | | | | | | | |
| Selling, general and administrative | | | 48,919 | | | | 46,437 | | | | 40,811 | |
| Research and development | | | 30,372 | | | | 31,381 | | | | 29,466 | |
| (Gain) loss from litigation-related settlements, net | | | (1,353 | ) | | | 37,200 | | | | (2,250 | ) |
| | | | | | | | | | | | | |
| Total operating expenses | | | 77,938 | | | | 115,018 | | | | 68,027 | |
| | | | | | | | | | | | | |
| Income (loss) from operations | | | 1,071 | | | | (33,182 | ) | | | 3,380 | |
| Other income (expense), net | | | 4,388 | | | | 5,092 | | | | 1,500 | |
| | | | | | | | | | | | | |
| Income (loss) before income taxes | | | 5,459 | | | | (28,090 | ) | | | 4,880 | |
| (Benefit) provision for income taxes | | | (1,015 | ) | | | 648 | | | | 964 | |
| Loss from equity method investment (net of tax) | | | 1,139 | | | | 321 | | | | 423 | |
| | | | | | | | | | | | | |
| Net income (loss) | | $ | 5,335 | | | $ | (29,059 | ) | | $ | 3,493 | |
| | | | | | | | | | | | | |
| Net income (loss) per common share: | | | | | | | | | | | | |
| Basic | | $ | .13 | | | $ | (.69 | ) | | $ | .08 | |
| | | | | | | | | | | | | |
| Diluted | | $ | .13 | | | $ | (.69 | ) | | $ | .08 | |
| | | | | | | | | | | | | |
| Shares used to compute net income (loss) per share: | | | | | | | | | | | | |
| Basic | | | 41,597 | | | | 41,839 | | | | 41,923 | |
| | | | | | | | | | | | | |
| Diluted | | | 41,687 | | | | 41,839 | | | | 42,089 | |
| | | | | | | | | | | | | |
| Cash dividends per share | | $ | .30 | | | $ | .27 | | | $ | .12 | |
| | | | | | | | | | | | | |
See accompanying notes
31
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2007, 2006 and 2005
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| | | | | | (As restated) | | | (As restated) | |
| | | | | | (In thousands) | | | | |
| |
| Operating activities: | | | | | | | | | | | | |
| Net income (loss) | | $ | 5,335 | | | $ | (29,059 | ) | | $ | 3,493 | |
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | | | 11,619 | | | | 14,158 | | | | 17,082 | |
| Loss from equity method investment (net of tax) | | | 1,139 | | | | 321 | | | | 423 | |
| Loss on litigation — related settlement | | | — | | | | 37,200 | | | | — | |
| Stock compensation expense | | | 667 | | | | 751 | | | | — | |
| Minority interest in net income of subsidiaries | | | 539 | | | | 562 | | | | 807 | |
| (Accretion) amortization of bond (discount) premium | | | (465 | ) | | | (167 | ) | | | 573 | |
| Deferred income taxes | | | 104 | | | | 86 | | | | (133 | ) |
| (Gain) loss on disposal of equipment | | | (129 | ) | | | (67 | ) | | | 41 | |
| Change in assets and liabilities, net | | | (36,628 | ) | | | (9,455 | ) | | | 6,985 | |
| | | | | | | | | | | | | |
| Net cash (used by) provided by operating activities | | | (17,819 | ) | | | 14,330 | | | | 29,271 | |
| Investing activities: | | | | | | | | | | | | |
| Purchases of investments | | | (138,642 | ) | | | (189,683 | ) | | | (116,114 | ) |
| Sales and maturities of investments | | | 163,298 | | | | 199,901 | | | | 100,746 | |
| Additions to property, plant and equipment | | | (9,856 | ) | | | (5,603 | ) | | | (8,944 | ) |
| Proceeds from sale of equipment | | | 129 | | | | 88 | | | | — | |
| Purchase of equity method investment | | | (1,000 | ) | | | — | | | | — | |
| Increase in other assets | | | (120 | ) | | | (176 | ) | | | (573 | ) |
| Decrease (increase) in restricted cash and short term investments | | | 93 | | | | (139 | ) | | | 210 | |
| | | | | | | | | | | | | |
| Net cash provided by (used in) investing activities | | | 13,902 | | | | 4,388 | | | | (24,675 | ) |
| Financing activities: | | | | | | | | | | | | |
| Proceeds from exercise of stock options | | | 645 | | | | 5,577 | | | | 3,578 | |
| Dividends paid | | | (12,569 | ) | | | (11,343 | ) | | | (5,025 | ) |
| Acquisitions of treasury stock | | | — | | | | (10,835 | ) | | | (5,544 | ) |
| | | | | | | | | | | | | |
| Net cash used in financing activities | | | (11,924 | ) | | | (16,601 | ) | | | (6,991 | ) |
| Effect of foreign exchange rates on cash | | | (2 | ) | | | 40 | | | | 170 | |
| | | | | | | | | | | | | |
| Net (decrease) increase in cash and cash equivalents | | | (15,843 | ) | | | 2,157 | | | | (2,225 | ) |
| Cash and cash equivalents at beginning of year | | | 35,860 | | | | 33,703 | | | | 35,928 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents at end of year | | $ | 20,017 | | | $ | 35,860 | | | $ | 33,703 | |
| | | | | | | | | | | | | |
| Change in assets and liabilities: | | | | | | | | | | | | |
| Accounts receivable | | $ | (1,546 | ) | | $ | (2,363 | ) | | $ | (4,941 | ) |
| Insurance receivable for litigation | | | 12,800 | | | | — | | | | — | |
| Inventories, net | | | (997 | ) | | | (4,854 | ) | | | 8,913 | |
| Other current assets | | | 83 | | | | 395 | | | | (279 | ) |
| Accounts payable and accrued liabilities | | | 2,840 | | | | 303 | | | | 3,545 | |
| Accrual for litigation settlement | | | (49,760 | ) | | | — | | | | — | |
| Income taxes payable | | | (955 | ) | | | (2,869 | ) | | | (90 | ) |
| Deferred revenue | | | 907 | | | | (67 | ) | | | (163 | ) |
| | | | | | | | | | | | | |
| | | $ | (36,628 | ) | | $ | (9,455 | ) | | $ | 6,985 | |
| | | | | | | | | | | | | |
| Supplemental disclosures: | | | | | | | | | | | | |
| Cash paid during the year for income taxes, net of refunds | | $ | (380 | ) | | $ | 3,590 | | | $ | 1,085 | |
See accompanying notes
32
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years ended December 31, 2007, 2006 and 2005
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Accumulated
| | | | | | | |
| | | Class B
| | | | | | Additional
| | | Retained
| | | Other
| | | | | | Total
| |
| | | Common
| | | Common
| | | Paid-In
| | | Earnings
| | | Comprehensive
| | | Treasury
| | | Stockholders’
| |
| | | Stock | | | Stock | | | Capital | | | (as restated) | | | Income (Loss) | | | Stock | | | Equity | |
| | | | | | | | | | | | (In thousands) | | | | | | | |
| |
| Balance at December 31, 2004 (as restated) | | $ | 119 | | | $ | 373 | | | $ | 148,821 | | | $ | 175,339 | | | $ | (11 | ) | | $ | (105,448 | ) | | $ | 219,193 | |
| Sales of Common Stock | | | | | | | 4 | | | | 3,574 | | | | | | | | | | | | | | | | 3,578 | |
| Conversion of Class B Common Stock to Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | | | | (5,544 | ) | | | (5,544 | ) |
| Common stock dividends | | | | | | | | | | | | | | | (5,025 | ) | | | | | | | | | | | (5,025 | ) |
| Minority interest adjustment | | | | | | | | | | | (697 | ) | | | | | | | | | | | | | | | (697 | ) |
| Net income for 2005 (as restated) | | | | | | | | | | | | | | | 3,493 | | | | | | | | | | | | 3,493 | |
| Unrealized gain on investments | | | | | | | | | | | | | | | | | | | 33 | | | | | | | | 33 | |
| Currency translation adjustments | | | | | | | | | | | | | | | | | | | (94 | ) | | | | | | | (94 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income (as restated) | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,432 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2005 (as restated) | | | 119 | | | | 377 | | | | 151,698 | | | | 173,807 | | | | (72 | ) | | | (110,992 | ) | | | 214,937 | |
| Sales of Common Stock | | | | | | | 5 | | | | 5,572 | | | | | | | | | | | | | | | | 5,577 | |
| Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | | | | (10,835 | ) | | | (10,835 | ) |
| Common stock dividends | | | | | | | | | | | | | | | (11,343 | ) | | | | | | | | | | | (11,343 | ) |
| Stock-based compensation expense | | | | | | | | | | | 751 | | | | | | | | | | | | | | | | 751 | |
| Net loss for 2006 (as restated) | | | | | | | | | | | | | | | (29,059 | ) | | | | | | | | | | | (29,059 | ) |
| Unrealized gain on investments | | | | | | | | | | | | | | | | | | | 164 | | | | | | | | 164 | |
| Currency translation adjustments | | | | | | | | | | | | | | | | | | | (20 | ) | | | | | | | (20 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive loss (as restated) | | | | | | | | | | | | | | | | | | | | | | | | | | | (28,915 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2006 (as restated) | | | 119 | | | | 382 | | | | 158,021 | | | | 133,405 | | | | 72 | | | | (121,827 | ) | | | 170,172 | |
| Sales of Common Stock | | | | | | | 1 | | | | 644 | | | | | | | | | | | | | | | | 645 | |
| Conversion of Class B Common Stock to Common Stock | | | (1 | ) | | | 1 | | | | | | | | | | | | | | | | | | | | — | |
| Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| Common stock dividends | | | | | | | | | | | | | | | (12,477 | ) | | | | | | | | | | | (12,477 | ) |
| Stock-based compensation expense | | | | | | | | | | | 667 | | | | | | | | | | | | | | | | 667 | |
| Net income for 2007 | | | | | | | | | | | | | | | 5,335 | | | | | | | | | | | | 5,335 | |
| Unrealized gain on investments | | | | | | | | | | | | | | | | | | | 5 | | | | | | | | 5 | |
| Currency translation adjustments | | | | | | | | | | | | | | | | | | | 93 | | | | | | | | 93 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,433 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2007 | | $ | 118 | | | $ | 384 | | | $ | 159,332 | | | $ | 126,263 | | | $ | 170 | | | $ | (121,827 | ) | | $ | 164,440 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes
33
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Boston, Massachusetts
March 9, 2006
24
VICOR CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2004
| | | | | | | | | | | |
| | | 2005 | | | 2004 | |
| | | | | | | |
| | | (In thousands, | |
| | | except share data) | |
| ASSETS |
| Current assets: | | | | | | | | |
| | Cash and cash equivalents | | $ | 34,024 | | | $ | 36,277 | |
| | Short-term investments | | | 88,692 | | | | 77,371 | |
| | Accounts receivable, less allowance of $635 in 2005 and $468 in 2004 | | | 28,072 | | | | 23,359 | |
| | Inventories, net | | | 17,168 | | | | 26,229 | |
| | Deferred tax assets | | | 2,673 | | | | 2,497 | |
| | Other current assets | | | 2,518 | | | | 2,245 | |
| | | | | | | |
| | | Total current assets | | | 173,147 | | | | 167,978 | |
| Long-term investments | | | 3,348 | | | | — | |
| Property, plant and equipment, net | | | 59,114 | | | | 67,001 | |
| Other assets | | | 10,146 | | | | 9,903 | |
| | | | | | | |
| | | $ | 245,755 | | | $ | 244,882 | |
| | | | | | | |
| |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
| Current liabilities: | | | | | | | | |
| | Accounts payable | | $ | 8,741 | | | $ | 5,806 | |
| | Accrued compensation and benefits | | | 4,583 | | | | 4,265 | |
| | Accrued expenses | | | 3,016 | | | | 2,815 | |
| | Income taxes payable | | | 6,279 | | | | 6,367 | |
| | Deferred revenue | | | 143 | | | | 306 | |
| | | | | | | |
| | | Total current liabilities | | | 22,762 | | | | 19,559 | |
| Deferred income taxes | | | 3,172 | | | | 3,173 | |
| Commitments and contingencies | | | — | | | | — | |
| Minority interests | | | 3,031 | | | | 1,527 | |
| Stockholders’ equity: | | | | | | | | |
| | Preferred Stock, $.01 par value, 1,000,000 shares authorized; 360,001 shares issued and none outstanding in 2005 and 2004 | | | — | | | | — | |
| | Class B Common Stock: 10 votes per share, $.01 par value, 14,000,000 shares authorized, 11,854,952 shares issued and outstanding in 2005 (11,867,100 in 2004) | | | 119 | | | | 119 | |
| | Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized, 37,670,533 shares issued and 30,097,835 shares outstanding (37,281,087 shares issued and 30,160,589 shares outstanding in 2004) | | | 377 | | | | 373 | |
| | Additional paid-in capital | | | 151,698 | | | | 148,821 | |
| | Retained earnings | | | 175,660 | | | | 176,769 | |
| | Accumulated other comprehensive (loss) income | | | (72 | ) | | | (11 | ) |
| | Treasury stock at cost: 7,572,698 shares in 2005 (7,120,498 shares in 2004) | | | (110,992 | ) | | | (105,448 | ) |
| | | | | | | |
| | | Total stockholders’ equity | | | 216,790 | | | | 220,623 | |
| | | | | | | |
| | | $ | 245,755 | | | $ | 244,882 | |
| | | | | | | |
See accompanying notes
25
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2005, 2004 and 2003
| | | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| | | (In thousands, except per share amounts) | |
| Net revenues | | $ | 179,351 | | | $ | 171,580 | | | $ | 151,421 | |
| Cost of revenues | | | 107,944 | | | | 108,292 | | | | 112,409 | |
| | | | | | | | | | |
| | Gross margin | | | 71,407 | | | | 63,288 | | | | 39,012 | |
| Operating expenses: | | | | | | | | | | | | |
| | Selling, general and administrative | | | 40,811 | | | | 41,112 | | | | 41,270 | |
| | Research and development | | | 29,466 | | | | 26,211 | | | | 23,445 | |
| | Gain from litigation-related settlement, net | | | (2,250 | ) | | | — | | | | — | |
| | | | | | | | | | |
| | | Total operating expenses | | | 68,027 | | | | 67,323 | | | | 64,715 | |
| | | | | | | | | | |
| Income (loss) from operations | | | 3,380 | | | | (4,035 | ) | | | (25,703 | ) |
| Other income (expense), net | | | 1,500 | | | | 1,632 | | | | 812 | |
| | | | | | | | | | |
| Income (loss) before income taxes | | | 4,880 | | | | (2,403 | ) | | | (24,891 | ) |
| Provision (benefit) for income taxes | | | 964 | | | | 1,320 | | | | (5,356 | ) |
| | | | | | | | | | |
| Net income (loss) | | $ | 3,916 | | | $ | (3,723 | ) | | $ | (19,535 | ) |
| | | | | | | | | | |
| Net income (loss) per common share: | | | | | | | | | | | | |
| | Basic | | $ | .09 | | | $ | (.09 | ) | | $ | (.47 | ) |
| | | | | | | | | | |
| | Diluted | | $ | .09 | | | $ | (.09 | ) | | $ | (.47 | ) |
| | | | | | | | | | |
| Shares used to compute net income (loss) per share: | | | | | | | | | | | | |
| | Basic | | | 41,923 | | | | 42,022 | | | | 41,896 | |
| | | | | | | | | | |
| | Diluted | | | 42,089 | | | | 42,022 | | | | 41,896 | |
| | | | | | | | | | |
| Cash dividends per share | | $ | .12 | | | $ | .08 | | | | — | |
| | | | | | | | | | |
See accompanying notes
26
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2005, 2004 and 2003
| | | | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| | | (In thousands) | |
| Operating activities: | | | | | | | | | | | | |
| | Net income (loss) | | $ | 3,916 | | | $ | (3,723 | ) | | $ | (19,535 | ) |
| | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
| | | Depreciation and amortization | | | 17,082 | | | | 20,898 | | | | 22,397 | |
| | | Minority interest in net income of subsidiaries | | | 807 | | | | 527 | | | | 512 | |
| | | Amortization of bond premium | | | 573 | | | | 1,002 | | | | 800 | |
| | | Deferred income taxes | | | (133 | ) | | | — | | | | (1,051 | ) |
| | | Loss on disposal of equipment | | | 41 | | | | 47 | | | | 356 | |
| | | Other than temporary decline in investment | | | — | | | | 70 | | | | 470 | |
| | | Loss on sale of investments | | | — | | | | — | | | | 100 | |
| | | Proceeds from sale of investment shares | | | — | | | | — | | | | 273 | |
| | | Change in current assets and liabilities, net | | | 6,985 | | | | (2,939 | ) | | | 15,110 | |
| | | | | | | | | | |
| | | | Net cash provided by operating activities | | | 29,271 | | | | 15,882 | | | | 19,432 | |
| Investing activities: | | | | | | | | | | | | |
| | Purchase of short-term and long-term investments | | | (115,932 | ) | | | (75,357 | ) | | | (95,033 | ) |
| | Sales and maturities of short-term and long-term investments | | | 100,746 | | | | 63,619 | | | | 78,073 | |
| | Additions to property, plant and equipment | | | (8,944 | ) | | | (5,022 | ) | | | (5,797 | ) |
| | Proceeds from sale of equipment | | | — | | | | 6 | | | | — | |
| | Increase in other assets | | | (573 | ) | | | (2,414 | ) | | | (2,839 | ) |
| | | | | | | | | | |
| | | | Net cash used in investing activities | | | (24,703 | ) | | | (19,168 | ) | | | (25,596 | ) |
| Financing activities: | | | | | | | | | | | | |
| | Proceeds from exercise of stock options | | | 3,578 | | | | 2,344 | | | | 775 | |
| | Common stock dividends | | | (5,025 | ) | | | (3,371 | ) | | | — | |
| | Acquisitions of treasury stock | | | (5,544 | ) | | | (1,088 | ) | | | (2,562 | ) |
| | | | | | | | | | |
| | | | Net cash used in financing activities | | | (6,991 | ) | | | (2,115 | ) | | | (1,787 | ) |
| Effect of foreign exchange rates on cash | | | 170 | | | | (45 | ) | | | (196 | ) |
| | | | | | | | | | |
| Net decrease in cash and cash equivalents | | | (2,253 | ) | | | (5,446 | ) | | | (8,147 | ) |
| Cash and cash equivalents at beginning of year | | | 36,277 | | | | 41,723 | | | | 49,870 | |
| | | | | | | | | | |
| Cash and cash equivalents at end of year | | $ | 34,024 | | | $ | 36,277 | | | $ | 41,723 | |
| | | | | | | | | | |
| Change in current assets and liabilities: | | | | | | | | | | | | |
| | Accounts receivable | | $ | (4,941 | ) | | $ | (784 | ) | | $ | 103 | |
| | Inventories, net | | | 8,913 | | | | (4,095 | ) | | | 8,364 | |
| | Other current assets | | | (279 | ) | | | 1,858 | | | | 7,144 | |
| | Accounts payable and accrued liabilities | | | 3,545 | | | | 31 | | | | 1 | |
| | Income taxes payable | | | (90 | ) | | | (98 | ) | | | (56 | ) |
| | Deferred revenue | | | (163 | ) | | | 149 | | | | (446 | ) |
| | | | | | | | | | |
| | | $ | 6,985 | | | $ | (2,939 | ) | | $ | 15,110 | |
| | | | | | | | | | |
| Supplemental disclosures: | | | | | | | | | | | | |
| | Cash paid during the year for income taxes, net of refunds | | $ | 1,085 | | | $ | 1,307 | | | $ | (12,020 | ) |
See accompanying notes
27
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years ended December 31, 2005, 2004 and 2003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Accumulated | | | | | |
| | | Class B | | | | | Additional | | | | | Other | | | | | Total | |
| | | Common | | | Common | | | Paid-In | | | Retained | | | Comprehensive | | | Treasury | | | Stockholders’ | |
| | | Stock | | | Stock | | | Capital | | | Earnings | | | Income | | | Stock | | | Equity | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | (In thousands) | |
| Balance at December 31, 2002 | | $ | 119 | | | $ | 369 | | | $ | 145,706 | | | $ | 203,398 | | | $ | 239 | | | $ | (101,798 | ) | | $ | 248,033 | |
| Sales of Common Stock | | | | | | | 2 | | | | 773 | | | | | | | | | | | | | | | | 775 | |
| Conversion of Class B Common Stock to Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | | | | (2,562 | ) | | | (2,562 | ) |
| Net loss for 2003 | | | | | | | | | | | | | | | (19,535 | ) | | | | | | | | | | | (19,535 | ) |
| Unrealized loss on investments | | | | | | | | | | | | | | | | | | | (96 | ) | | | | | | | (96 | ) |
| Currency translation adjustments | | | | | | | | | | | | | | | | | | | 43 | | | | | | | | 43 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (19,588 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2003 | | | 119 | | | | 371 | | | | 146,479 | | | | 183,863 | | | | 186 | | | | (104,360 | ) | | | 226,658 | |
| Sales of Common Stock | | | | | | | 2 | | | | 2,342 | | | | | | | | | | | | | | | | 2,344 | |
| Conversion of Class B Common Stock to Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | | | | (1,088 | ) | | | (1,088 | ) |
| Common stock dividends | | | | | | | | | | | | | | | (3,371 | ) | | | | | | | | | | | (3,371 | ) |
| Net loss for 2004 | | | | | | | | | | | | | | | (3,723 | ) | | | | | | | | | | | (3,723 | ) |
| Unrealized loss on investments | | | | | | | | | | | | | | | | | | | (243 | ) | | | | | | | (243 | ) |
| Currency translation adjustments | | | | | | | | | | | | | | | | | | | 46 | | | | | | | | 46 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,920 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2004 | | | 119 | | | | 373 | | | | 148,821 | | | | 176,769 | | | | (11 | ) | | | (105,448 | ) | | | 220,623 | |
| Sales of Common Stock | | | | | | | 4 | | | | 3,574 | | | | | | | | | | | | | | | | 3,578 | |
| Conversion of Class B Common Stock to Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | — | |
| Purchase of treasury stock | | | | | | | | | | | | | | | | | | | | | | | (5,544 | ) | | | (5,544 | ) |
| Common stock dividends | | | | | | | | | | | | | | | (5,025 | ) | | | | | | | | | | | (5,025 | ) |
| Minority interest adjustment | | | | | | | | | | | (697 | ) | | | | | | | | | | | | | | | (697 | ) |
| Net income for 2005 | | | | | | | | | | | | | | | 3,916 | | | | | | | | | | | | 3,916 | |
| Unrealized gain on investments | | | | | | | | | | | | | | | | | | | 33 | | | | | | | | 33 | |
| Currency translation adjustments | | | | | | | | | | | | | | | | | | | (94 | ) | | | | | | | (94 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,855 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2005 | | $ | 119 | | | $ | 377 | | | $ | 151,698 | | | $ | 175,660 | | | $ | (72 | ) | | $ | (110,992 | ) | | $ | 216,790 | |
| | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes
28
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| |
1. | DESCRIPTION OF BUSINESS |
Vicor Corporation (the “Company” or “Vicor”) designs, develops, manufactures and markets modular power converters, power system components, and power systems using a patented, high frequency power conversion technology designated “zero current switching.” The Company also licenses certain rights to its technology in return for ongoing royalties. The principal markets for the power converters and systems are large Original Equipment Manufacturers and smaller, lower volume users which are broadly distributed across several major market areas.
| |
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
| |
| Principles of consolidation |
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Certain of the Company’s Vicor Integration Architects (“VIAs”) are not majority owned by the Company. These entities are consolidated by the Company as management believes that the Company has the ability to exercise control over their activities and operations. During 2005, the Company increased the minority interests balance by $697,000, with a corresponding offset to additional paid-in capital, to adjust the balance to reflect the minority interest ownership percentage in the net equity of these subsidiaries.
Basis of presentation
As described in Note 7., due to an additional investment in Great Wall Semiconductor Corporation (“GWS”) in May 2007, the Company changed its method of accounting for its investment in GWS from the cost method to the equity method of accounting. As a result, the financial statements for the year ended December 31, 2006 and December 31, 2005 have been retroactively restated to reflect the equity method of accounting, in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”.
Revenue recognition
Product revenue is recognized in the period when persuasive evidence of an arrangement with a customer exists, the products are shipped and title has transferred to the customer, the price is fixed or determinable, and collection is considered probable. License fees are recognized as earned. The Company recognizes revenue on such arrangements only when the contract is signed, the license term has begun, all obligations have been delivered to the customer, and collection is probable. The Company evaluates revenue arrangements with potential multi-element deliverables in accordance with Emerging Issues Task Force (“EITF”) IssueNo. 00-21 “Revenue Arrangements with Multiple Deliverables” (EITF (EITF 00-21).
| |
| Foreign currency translation |
Foreign currency translation
The financial statements of Vicor Japan Company, Ltd. (“VJCL”), for which the functional currency is the Japanese yen, have been translated into U.S. dollars in accordance with FASB Statement No. 52, “Foreign Currency Translation.” All balance sheet accounts have been translated using the exchange rate in effect at the balance sheet date. Income statement amounts have been translated at the average exchange rates in effect during the year. The gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income. Transaction gains and losses, includingand translation gains (losses) resulting from the remeasurement of foreign currency denominated assets and liabilities of the Company’s foreign subsidiaries where the functional currency is the U.S. dollar are included in other income (expense), net. Foreign currency transaction gains (losses), included in other income (expense), net, were approximately $186,000, $139,000, and ($771,000), $268,000 in 2007, 2006 and $607,000 in 2005, 2004 and 2003, respectively.
34
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 2. | Cash and cash equivalentsSIGNIFICANT ACCOUNTING POLICIES (Continued) |
Cash and cash equivalents
Cash and cash equivalents include funds held in checking and money market accounts with banks, certificates of deposit and debt securities with maturities of less than three months when purchased and money market securities. Cash and cash equivalents are valued at cost which approximates market value. The Company’s money market securities, which are classified as cash equivalents on the balance sheet, are purchased and redeemed at par. The estimated fair value is equal to the cost of the securities and due to the
29
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
nature of the securities there are no unrealized gains or losses at the balance sheet dates. As of December 31, 2005, approximately $906,000
Restricted cash and short-term investments
Restricted cash and short-term investments represent the amount of cash was restrictedand short-term investments required to be set aside as a guarantee for certain foreign letters of credit. Restricted cash and short-term investments of $1,045,000 as of December 31, 2006, and $906,000 as of December 31, 2005, respectively, were reclassified to conform to the 2007 presentation.
| |
| Short-term and long-term investments |
Short-term and long-term investments
The Company’s short-term and long-term investments are classified asavailable-for-sale securities and are recorded at fair value, with the unrealized gains and losses, net of tax, reported in a separate component of stockholders’ equity. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, along with interest and realized gains and losses, are included in other income (expense), net. The Company has no trading securities orheld-toheld-to-maturity-maturity securities.
| |
| Allowance for doubtful accounts |
Through March 14, 2008, auctions held for the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. As of March 14, 2008, the Company was holding a total of approximately $43.0 million in auction rate securities, the significant majority of which are student loan backed securities. These municipal and corporate debt securities have their interest rates reset at auction at regular intervals ranging from seven to ninety days. Because of these short term intervals between interest reset dates, the Company monitors the auctions to ensure they are successful, which provides evidence that the recorded values of these investments approximate their fair values. As discussed above, auctions related to substantially all our auction rate securities have failed and if auctions continue to fail such that the securities were deemed to be not liquid, the Company would need to seek other alternatives to determine the fair value of these securities, which may not be based on the quoted market transaction. In addition, due to the Company’s inability to quickly liquidate these investments, the Company may reclassify those investments with failed auctions as long-term assets in its consolidated balance sheet.
Allowance for doubtful accounts
The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments, based on assessments of customers’ credit-risk profiles and payment histories. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.
Inventories
Inventories are valued at the lower of cost (determined using thefirst-in, first-out method) or market. The Company provides reserves for inventories estimated to be excess, obsolete or unmarketable. The Company’s estimation process for such reserves is based upon its known backlog, projected future demand and expected market conditions. If the Company’s estimated demand and or market expectation were to change or if product sales were to decline, the Company’s estimation process may cause larger inventory reserves to be recorded, resulting in larger charges to cost of revenues.
35
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 2. | Concentrations of credit riskSIGNIFICANT ACCOUNTING POLICIES (Continued) |
Concentrations of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, short-term and long-term investments and trade accounts receivable. The Company maintains cash and cash equivalents and certain other financial instruments with various high credit, quality financial institutions. The Company’s short-term and long-term investments consist of highly rated (AAA/Aaa) municipal and corporate debt securities in which a significant portion are invested in auction rate securities. As of March 14, 2008, the Company was holding a total of approximately $43.0 million in auction rate securities, the significant majority of which are student loan backed securities. Through March 14, 2008, auctions held for the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. The funds associated with our auction rate securities that fail auction may not be accessible until a successful auction occurs, a buyer is found outside of the auction process, the security is called, or the underlying securities have matured. If the credit rating of the issuer of any auction rate security held by us deteriorates, we may be required to adjust the carrying value of the investment for an other than temporary decline in value through an impairment charge. The Company’s investment policy, approved by the Board of Directors, limits the amount the Company may invest in any one type of investment,issuer, thereby reducing credit risk concentrations. Concentrations of credit risk with respect to trade accounts receivable are limited due to the number of entities comprising the Company’s customer base. Credit losses have consistently been within management’s expectations.
| |
| Goodwill and intangible assets |
Goodwill and intangible assets
The Company accounts for its goodwill and other intangible assets in accordance with FASB Statement No. 142, “Goodwill and Other Intangible Assets” (FAS 142), which resulted in the elimination of goodwill amortization beginning in fiscal 2002. The Company performs a test of goodwill for potential impairment at least annually. Values assigned to patents are amortized using the straight-line method over periods ranging from fivethree to twenty years.
Long-lived assets
In accordance with FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, long-lived assets such as property, plant and equipment and intangible assets, are included in
30
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
impairment evaluations when events or circumstances exist that indicate the carrying amount of those assets may not be recoverable. If the impairment evaluation indicates the affected asset is not recoverable, the asset’s carrying value would be reduced to fair value. No event has occurred that would suggest any impairment in the value of long-lived assets recorded in the accompanying consolidated financial statements.
Other investments
The accounting for other investment transactions is reviewed for compliance with Accounting Principles Board Opinion No. 18, “The Equity Method for Accounting for Investments in Common Stock” (APB 18) and/or FASB Interpretation No. 46 — Revised (FIN 46R), “Consolidation of Variable Interest Entities”. As discussed in Note 7. the Company previously accounted for the investment in Great Wall Semiconductor Corporation (“GWS”) under APB 18 as a cost method investment as management believed it did not have significant influence over GWS. An additional investment in GWS in May 2007 resulted in the Company owning approximately 24% of GWS which management believes, along with other qualitative factors considered, gives the Company significant influence over GWS. As a result of the additional investment, the Company is required to account for the investment in GWS under the equity method of accounting and to retroactively restate its previously issued consolidated financial statements to reflect the equity method of accounting, in accordance with APB 18.
36
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 2. | Advertising expenseSIGNIFICANT ACCOUNTING POLICIES (Continued) |
Advertising expense
The cost of advertising is expensed as incurred. The Company incurred $1,913,000, $1,960,000$2,205,000, $2,473,000 and $2,535,000$1,913,000 in advertising costs during 2005, 20042007, 2006 and 2003,2005, respectively.
Product warranties
The Company generally offers a two-year warranty for all of its products. The Company provides for the estimated cost of product warranties at the time product revenue is recognized. Factors that affect the Company’s warranty reserves include the number of units sold, historical and anticipated rates of warranty returns and the cost per return. The Company periodically assesses the adequacy of the warranty reserves and adjusts the amounts as necessary. Warranty obligations are included in accrued expenses in the accompanying consolidated balance sheets.
| |
| Net income (loss) per common share |
Net income (loss) per common share
Basic and diluted income (loss) per share are calculated in accordance with FASB Statement No. 128, “Earnings per Share.” The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except per share amounts):
| | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Numerator: | | | | | | | | | | | | |
| | Net income (loss) | | $ | 3,916 | | | $ | (3,723 | ) | | $ | (19,535 | ) |
| | | | | | | | | | |
| Denominator: | | | | | | | | | | | | |
| Denominator for basic income (loss) per share — weighted average shares | | | 41,923 | | | | 42,022 | | | | 41,896 | |
| Effect of dilutive securities: | | | | | | | | | | | | |
| | Employee stock options | | | 166 | | | | — | | | | — | |
| | | | | | | | | | |
| | Denominator for diluted income (loss) per share — adjusted weighted-average shares and assumed conversions | | | 42,089 | | | | 42,022 | | | | 41,896 | |
| | | | | | | | | | |
| Basic income (loss) per share | | $ | .09 | | | $ | (.09 | ) | | $ | (.47 | ) |
| | | | | | | | | | |
| Diluted income (loss) per share | | $ | .09 | | | $ | (.09 | ) | | $ | (.47 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| | | | | | (as restated) | | | (as restated) | |
| |
| Numerator: | | | | | | | | | | | | |
| Net income (loss) | | $ | 5,335 | | | $ | (29,059 | ) | | $ | 3,493 | |
| | | | | | | | | | | | | |
| Denominator: | | | | | | | | | | | | |
| Denominator for basic income (loss) per share — weighted average shares | | | 41,597 | | | | 41,839 | | | | 41,923 | |
| Effect of dilutive securities: | | | | | | | | | | | | |
| Employee stock options | | | 90 | | | | — | | | | 166 | |
| | | | | | | | | | | | | |
| Denominator for diluted income (loss) per share — adjusted weighted-average shares | | | 41,687 | | | | 41,839 | | | | 42,089 | |
| | | | | | | | | | | | | |
| Basic income (loss) per share | | $ | .13 | | | $ | (.69 | ) | | $ | .08 | |
| | | | | | | | | | | | | |
| Diluted income (loss) per share | | $ | .13 | | | $ | (.69 | ) | | $ | .08 | |
| | | | | | | | | | | | | |
Options to purchase 968,575 and 1,213,679 shares of Common Stock were outstanding duringin 2007 and 2005, respectively, but were not included in the computation of diluted income per share because the options’ exercise prices were greater
31
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
than the average market price of the Common Stock and, therefore, the effect would have been antidilutive. Options to purchase 3,035,350 and 3,809,6031,643,629 shares of Common Stock in 2004 and 20032006, respectively, were not included in the calculation of net loss per share as the effect would have been antidilutive.
Income taxes
The Company accounts for income taxes in accordance with FASB Statement No. 109, “Accounting for Income Taxes” (FAS 109). FAS 109 requires that deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted income tax rates and laws that are expected to be in effect when the temporary differences are expected to reverse. FAS 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Additionally,
37
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
deferred tax assets and liabilities are separated into current and noncurrent amounts based on the classification of the related assets and liabilities for financial reporting purposes or the expected reversal.
The Company usesadopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), on January 1, 2007. FIN 48 clarifies the intrinsic value method in accounting for its employee stock optionsuncertainty in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related Interpretations, as permitted under FASB Statement No. 123, “Accounting for Stock-Based Compensation” (FAS 123) and FASB Statement No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (FAS 148). Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized.
Pro forma information regarding net income (loss) and net income (loss) per share is required by FAS 123, which also requires that the information be determined as if the Company had accounted for its employee stock options granted subsequent to December 31, 1994 under the fair value method describedtaxes recognized in FAS 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
| | | | | | | | | | | | | |
| Vicor: | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Risk-free interest rate | | | 3.9 | % | | | 3.4 | % | | | 2.6 | % |
| Expected dividend yield | | | .38 | % | | | — | | | | — | |
| Expected volatility | | | .59 | | | | .68 | | | | .68 | |
| Expected lives | | 4.0 years | | 4.0 years | | 4.0 years |
| | | | | | | | | | | | | |
| Picor: | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Risk-free interest rate | | | 4.4 | % | | | 4.4 | % | | | 4.0 | % |
| Expected dividend yield | | | — | | | | — | | | | — | |
| Expected volatility | | | .43 | | | | .43 | | | | .45 | |
| Expected lives | | 6.5 years | | 6.5 years | | 6.5 years |
The weighted-average fair value of Vicor options granted was $7.02, $7.05 and $4.62 in 2005, 2004 and 2003, respectively. The weighted-average contractual life for Vicor options outstanding as of December 31, 2005 is 3.2 years.
32
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
The weighted-average fair value of Picor options granted was $.32, $.33 and $.21 in 2005, 2004 and 2003, respectively. The weighted-average contractual life for Picor options outstanding as of December 31, 2005 is 7.1 years.
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair values of its employee stock options.
For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The following table sets forth a reconciliation of reported net income (loss) to pro forma net income (loss) (in thousands except for earnings per share information):
| | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Net income (loss), as reported | | $ | 3,916 | | | $ | (3,723 | ) | | $ | (19,535 | ) |
| Total stock-based employee compensation expense determined under fair-value based methods for all awards, net of related tax effects | | | (845 | ) | | | (1,983 | ) | | | (2,935 | ) |
| | | | | | | | | | |
| Pro forma net income (loss) | | $ | 3,071 | | | $ | (5,706 | ) | | $ | (22,470 | ) |
| | | | | | | | | | |
| Net income (loss) per share, as reported: | | | | | | | | | | | | |
| | Basic | | $ | .09 | | | $ | (.09 | ) | | $ | (.47 | ) |
| | Diluted | | $ | .09 | | | $ | (.09 | ) | | $ | (.47 | ) |
| Pro forma net income (loss) per share: | | | | | | | | | | | | |
| | Basic | | $ | .07 | | | $ | (.14 | ) | | $ | (.54 | ) |
| | Diluted | | $ | .07 | | | $ | (.14 | ) | | $ | (.54 | ) |
The above table includes compensation expense for Picor options of $105,000, $96,000 and $60,000 for the years 2005, 2004 and 2003, respectively. The 2004 and 2003 expense has been revised to include these Picor amounts. The fair value of Picor common stock was estimated by obtaining an independent valuation of Picor.
The preparation of theenterprise’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
The Company reports comprehensive income in accordance with FASB Statement No. 130, “Reporting Comprehensive Income” (FAS 130)109, “Accounting for Income Taxes”. FAS 130 requiresFIN 48 prescribes a two-step process to determine the foreign currency translation adjustmentsamount of tax benefit to recognize. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon examination by a tax authority. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If the tax position does not meet the “more-likely-than-not” threshold then it is not recognized in the financial statements. In accordance with FIN 48, the Company accrues interest and penalties, if any, related to VJCL and unrealized gains (losses) on short-term and long-term investments to be included in other comprehensive income, netunrecognized tax benefits as a component of related income tax effects.
33
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Certain amounts in the 2004 and 2003 financial statements were reclassified to conform to the 2005 presentation.
| |
| Impact of recently issued accounting standards |
In November 2004, the FASB issued Statementexpense. The Company’s adoption of Financial Accounting Standards No. 151, “Inventory Costs, an amendmentFIN 48 as of Accounting Research Bulletin (ARB) No. 43, Chapter 4” (“FAS 151”). FAS 151 amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing” to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) should be recognized as current-period charges. In addition, FAS 151 requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities. The provisions of FAS 151 are effective for fiscal years beginning after June 15, 2005. The Company is currently evaluating the provisions of FAS 151 and doesJanuary 1, 2007 did not believe that its adoption will have a material impact on the Company’s financial position or results of operations.
In December 2004,
Stock-based compensation
On January 1, 2006, the Company adopted FASB issued Statement of Financial Accounting Standardsstatement No. 123 (revised 2004), “Share Based“Share-Based Payment” (FAS 123R), which is a revision of FAS No. 123, “Accounting for Stock-Based Compensation”. FAS 123(R) supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and amends SFAS No. 95, “Statement of Cash Flows”. Generally, the approach in FAS 123(R) is similar to the approach described in FAS 123. However, FAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values at the date of grant. Pro forma disclosure is no longer an alternative.
The Company is using the modified prospective method as permitted under FAS 123(R) permits public companies to adopt its requirements using one of two methods. A “modified prospective”. Under this transition method, in which compensation cost is recognized beginning with the effective datein fiscal 2007 and 2006 includes: (a) based on the requirements of FAS 123(R)compensation cost for all share-based payments granted after the effective date and (b)prior to but not yet vested as of December 31, 2005, based on the requirementsgrant-date fair value estimated in accordance with the provisions of FAS 123, and (b) compensation cost for all awardsshare-based payments granted subsequent to employees prior toDecember 31, 2005, based on the effective dategrant-date fair value estimated in accordance with the provisions of FAS 123(R) that remain unvested on the effective date. A “modified retrospective” method which includes the requirements of. In accordance with the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under FAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. The Company will be adopting the “modified prospective” method when applying FAS 123(R).
As permitted by FAS 123, the Company currently accounts for share-based payments to employees using APB Opinion No. 25’s intrinsic value method and, as such, generally recognizes no compensation cost for employee stock options. The Company will be required to adopt FAS 123(R) on January 1, 2006, the commencement of its first quarter of fiscal 2006. The adoption, of FAS 123(R)’s fair value method is not expected to have a significant impact on the Company’sVicor’s results of operations or its overalland financial position. While the evaluation hasposition for prior periods have not been finalized,restated.
Use of estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Comprehensive income
The Company currently estimates that expensereports comprehensive income in accordance with FASB Statement No. 130, “Reporting Comprehensive Income” (FAS 130). FAS 130 requires the foreign currency translation adjustments related to share-based paymentsVJCL and unrealized gains (losses) on short-term and long-term investments to employees will not have a significant impact on diluted earnings per sharebe included in the first quarterother comprehensive income, net of fiscal 2006.related income tax effects.
38
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Impact of recently issued accounting standards
In May 2005,September 2006, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes157, “Fair Value Measurements” (FAS 157), which the Company must adopt for the fiscal year ending December 31, 2008. FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and Error Corrections” (“expands disclosures about fair value measurements. FAS 154”). This statement establishes new standards on157 applies under other accounting for changes in accounting principles. Pursuant to FAS 154, all such changes must be accounted for by retrospective application topronouncements that require or permit fair value measurements, the financial statements of prior periods unless it is impracticable to do so. FAS 154 supersedes APB Opinion 20 and FAS 3, though it carries forward the guidanceFASB having previously concluded in those accounting pronouncements with respect to accountingthat fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for changes in estimates, changes insome entities, the reporting entity and the correctionapplication of errors. This statement is effective for accounting changes and corrections of errors made in
34
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
2. | SIGNIFICANT ACCOUNTING POLICIES (Continued) |
fiscal years beginning after December 15, 2005.this Statement will change current practice. The Company doeshas not believedetermined the adoption of this standardimpact, if any, that FAS 157 will have a material impact on ourits financial position or results of operations.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (FAS 159), which the Company must adopt for the fiscal year ending December 31, 2008. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Company has not determined the impact, if any, that FAS 159 will have on its financial position or results of operations.
In December 2007, the FASB issued statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (FAS 141R). FAS 141R changes accounting for acquisitions that close beginning in 2009. More transactions and events will qualify as business combinations and will be accounted for at fair value under the new standard. FAS 141R promotes greater use of fair values in financial reporting. Some of the changes will introduce more volatility into earnings. FAS 141R is effective for fiscal years beginning on or after December 15, 2008. The Company has not determined the impact, if any, that FAS 141R will have on its financial position or results of operations.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (FAS 160), an amendment of ARB No. 51. FAS 160 will change the accounting and reporting for minority interests which will be recharacterized as noncontrolling interests and classified as a component of equity. FAS 160 is effective for fiscal years beginning on or after December 15, 2008. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. The Company has not determined the impact, if any, that FAS 160 will have on its financial position or results of operations.
| |
| 3. | SHORT-TERMSTOCK-BASED COMPENSATION AND LONG-TERM INVESTMENTSEMPLOYEE BENEFIT PLANS |
The following
On January 1, 2006 the Company adopted FASB statement No. 123 (revised 2004), “Share-Based Payment” (FAS 123R), which is a summaryrevision of available-for-sale securities (in thousands):FAS No. 123, “Accounting for Stock-Based Compensation”. FAS 123(R) supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and amends SFAS No. 95, “Statement of Cash Flows”. Generally, the approach in FAS 123(R) is similar to the approach described in FAS 123. However, FAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values at the date of grant. Pro forma disclosure is no longer an alternative.
| | | | | | | | | | | | | | | | | |
| | | | | Gross | | | Gross | | | |
| | | | | Unrealized | | | Unrealized | | | Estimated | |
| | | Cost | | | Gains | | | Losses | | | Fair Value | |
| | | | | | | | | | | | | |
December 31, 2005 | | | | | | | | | | | | | | | | |
| U.S. corporate securities | | $ | 35,301 | | | $ | — | | | $ | (261 | ) | | $ | 35,040 | |
| Obligations of states and political subdivisions | | | 57,025 | | | | — | | | | (25 | ) | | | 57,000 | |
| | | | | | | | | | | | | |
| | | $ | 92,326 | | | $ | — | | | $ | (286 | ) | | $ | 92,040 | |
| | | | | | | | | | | | | |
December 31, 2004 | | | | | | | | | | | | | | | | |
| U.S. corporate securities | | $ | 47,639 | | | $ | 1 | | | $ | (320 | ) | | $ | 47,320 | |
| Obligations of states and political subdivisions | | | 30,075 | | | | — | | | | (24 | ) | | | 30,051 | |
| | | | | | | | | | | | | |
| | | $ | 77,714 | | | $ | 1 | | | $ | (344 | ) | | $ | 77,371 | |
| | | | | | | | | | | | | |
The amortizedCompany is using the modified prospective method as permitted under FAS 123(R). Under this transition method, compensation cost recognized in fiscal 2007 and estimated fair value2006 includes: (a) compensation cost for all share-based payments granted prior to but not yet vested as of debt securities at December 31, 2005, by contractual maturities, are shown below (in thousands):
| | | | | | | | | |
| | | | | Estimated | |
| | | Cost | | | Fair Value | |
| | | | | | | |
| Due in one year or less | | $ | 4,001 | | | $ | 3,990 | |
| Due in one year to two years | | | 4,763 | | | | 4,739 | |
| Due after two years | | | 83,562 | | | | 83,311 | |
| | | | | | | |
| | | $ | 92,326 | | | $ | 92,040 | |
| | | | | | | |
Atbased on the grant-date fair value estimated in accordance with the provisions of FAS 123, and (b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the Company held available-for-sale securities with an aggregategrant-date fair value of approximately $5,006,000 that have beenestimated in a continuous unrealized loss position for less than twelve months, with aggregate gross unrealized losses of approximately $13,000. At December 31, 2005, the Company held available-for-sale securities with an aggregate fair value of approximately $25,059,000 that have been in a continuous unrealized loss position for more than twelve months, with aggregate gross unrealized losses of approximately $273,000. The Company believes that the impairment to those investments are not other-than-temporary at this time as these corporate debt securities are all highly rated investments which have been subject to routine market changes that have not been significant to date and the Company has the ability and intent to hold the investments through a period of market recovery.
39
35
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
4. 3. | INVENTORIESSTOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
Inventories were as follows (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | | |
| | | 2005 | | | 2004 | |
| | | | | | | |
| Raw materials | | $ | 21,519 | | | $ | 27,212 | |
| Work-in-process | | | 2,502 | | | | 2,568 | |
| Finished goods | | | 3,838 | | | | 4,293 | |
| | | | | | | |
| | | | 27,859 | | | | 34,073 | |
| Inventory reserves | | | (10,691 | ) | | | (7,844 | ) |
| | | | | | | |
| | | $ | 17,168 | | | $ | 26,229 | |
| | | | | | | |
accordance with the provisions of FAS 123(R). In accordance with the modified prospective method of adoption, Vicor’s results of operations and financial position for prior periods have not been restated.
During
Prior to the second quarteradoption of 2005,FAS 123(R), the Company provided additional reserves of approximately $1,600,000 for potential obsolete inventory arising primarily fromused the European Union Restriction of Hazardous Substances (“RoHS”) initiative and the conversion of second-generation products to the FasTrak platform. In addition, the Company identified other slow-moving and potential obsolete inventory of approximately $1,200,000, of which $300,000 related to raw material inventories in support of pilot production of V•I Chips.
| |
5. | PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment are stated at cost and are depreciated and amortized over a period of 3 to 31.5 years generally under the straight-lineintrinsic value method for financial reporting purposes and accelerated methods for income tax purposes.
Property, plant and equipment were as follows (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | | |
| | | 2005 | | | 2004 | |
| | | | | | | |
| Land | | $ | 2,089 | | | $ | 2,089 | |
| Buildings and improvements | | | 40,575 | | | | 40,554 | |
| Machinery and equipment | | | 167,865 | | | | 173,494 | |
| Furniture and fixtures | | | 5,514 | | | | 5,423 | |
| Construction-in-progress | | | 2,383 | | | | 956 | |
| | | | | | | |
| | | | 218,426 | | | | 222,516 | |
| Less accumulated depreciation and amortization | | | 159,312 | | | | 155,515 | |
| | | | | | | |
| | | $ | 59,114 | | | $ | 67,001 | |
| | | | | | | |
Depreciation expense for the years ended December 31, 2005, 2004 and 2003 was approximately $16,790,000, $20,334,000 and $21,811,000, respectively.
At December 31, 2005, the Company had approximately $929,000 of capital expenditure commitments.
In August 2003, the Board of Directors approved the investment by the Company of $1,000,000 in non-voting preferred stock of Great Wall Semiconductor Corporation (“GWS”). In March and August 2004, the Audit Committee of the Board of Directors approved additional investments by the Company of $1,000,000 each for a total 2004 investment of $2,000,000 in non-voting preferred stock of GWS. The Company’s total
36
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
6. | INVESTMENTS (Continued) |
investment in GWS was $3,000,000 as of December 31, 2005 and 2004. A director of Vicor is founder, president and a shareholder of GWS. GWS is majority owned and controlled by an unrelated company. In addition to the investment, the Company and GWS have entered into a cross-license agreement and the Company purchases certain components from GWS. Revenues under the cross-license agreement and purchases from GWS were not significant in 2005, 2004 or 2003.
The Company considered the requirements of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (FIN 46R), in accounting for the additional investmentsits employee stock options in GWS, and determined that GWS is not a variable interest entity. As a result, the Company has accounted for the investment underaccordance with Accounting Principles Board Opinion No. 18, “The Equity Method25, “Accounting for AccountingStock Issued to Employees” (APB 25) and related Interpretations, as permitted under FASB Statement No. 123, “Accounting for Investments in Common Stock” (APB 18), as a cost method investment as management believes it does not have significant influence over GWS. The investment in GWS is included in other assets in the accompanying consolidated balance sheets. The Company periodically evaluates whether any indicators of impairment surrounding the GWS investment are presentStock-Based Compensation” (FAS 123) and if so, consider whether any adjustments to the carrying value of the investments in GWS should be recorded.
The Company does not believe there is any impairment to the carrying value of this investment as of December 31, 2005.
| |
7. | GOODWILL AND OTHER INTANGIBLE ASSETS |
The Company accountsFASB Statement No. 148, “Accounting for goodwillStock-Based Compensation — Transition and other intangible assets under Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets”Disclosure” (FAS 142)148). Under FAS 142, goodwill and indefinite lived intangible assets are not amortized but are tested for impairment at least annually atAPB 25, because the reporting unit level. The Company reassessed the carrying value of its goodwill of approximately $2,000,000 related to the operations of one of its subsidiaries, VJCL, during the fourth quarter of fiscal 2005 as required by the provisions of FAS 142, and determined that there was no impairment to the carrying value. The Company has no other goodwill on the balance sheet at December 31, 2005 and 2004.
Patent costs, which are included in other assets in the accompanying balance sheets, were as follows, (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | | |
| | | 2005 | | | 2004 | |
| | | | | | | |
| Patent costs | | $ | 5,701 | | | $ | 5,362 | |
| Less accumulated amortization | | | 2,429 | | | | 2,390 | |
| | | | | | | |
| | | $ | 3,272 | | | $ | 2,972 | |
| | | | | | | |
Amortization expense was approximately $292,000, $564,000 and $586,000 in 2005, 2004 and 2003, respectively. The estimated amortization expense for the next five years is as follows (in thousands):
| | | | | |
| Year | | |
| | | |
| 2006 | | $ | 339 | |
| 2007 | | | 321 | |
| 2008 | | | 311 | |
| 2009 | | | 310 | |
| 2010 | | | 306 | |
37
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Product warranty activity for the years ended December 31, 2005, 2004 and 2003 were as follows (in thousands):
| | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Balance at the beginning of the period | | $ | 1,042 | | | $ | 1,268 | | | $ | 1,379 | |
| Accruals for warranties for products sold in the period | | | 173 | | | | 301 | | | | 609 | |
| Fulfillment of warranty obligations | | | (180 | ) | | | (120 | ) | | | (345 | ) |
| Revisions of estimated obligations | | | (280 | ) | | | (407 | ) | | | (375 | ) |
| | | | | | | | | | |
| Balance at the end of the period | | $ | 755 | | | $ | 1,042 | | | $ | 1,268 | |
| | | | | | | | | | |
In November 2000, the Board of Directors of the Company authorized the repurchase of up to $30,000,000exercise price of the Company’s Common Stock (the “November 2000 Plan”). The plan authorizesemployee stock options equals the Company to make repurchases from time to time in the open market or through privately negotiated transactions. The timing of this program and the amountprice of the underlying stock that may be repurchasedon the date of grant, no compensation expense is at the discretion of management based on its view of economic and financial market conditions. In 2005 and 2004, the Company spent $5,544,000 and $1,088,000, respectively, in the repurchase of 452,200 and 111,300 shares, respectively, of its Common Stockrecognized.
Vicor currently grants stock options under the November 2000 Plan. At December 31, 2005, the Company had approximately $19,376,000 remaining under the plan.
Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to the stockholders. Each share of Class B Common Stock entitles the holder thereof to ten votes on all such matters.following equity compensation plans that are shareholder-approved:
Shares of Class B Common Stock are not transferable by a stockholder except to or among the stockholder’s spouse, certain of the stockholder’s relatives, and certain other defined transferees. Class B Common Stock is not listed or traded on any exchange or in any market. Class B Common Stock is convertible at the option of the holder thereof at any time and without cost to the stockholder into shares of Common Stock on a one-for-one basis.
Dividends are declared at the discretion of the Company’s Board of Directors and depend on actual cash from operations, the Company’s financial condition and capital requirements and any other factors the Company’s Board of Directors may consider relevant.
On June 24, 2005, the Company’s Board of Directors approved an annual cash dividend for 2005 of $.12 per share of the Company’s stock. The total dividend of approximately $5,025,000 was paid on August 31, 2005 to shareholders of record at the close of business on August 11, 2005.
On February 4, 2006, the Company’s Board of Directors approved a cash dividend of $.12 per share payable on March 20, 2006 to shareholders of record at the close of business on February 28, 2006. The Board of Directors anticipates reviewing its dividend policy on a semi-annual basis.
During 2005, a total of 377,298 shares of Common Stock were issued upon the exercise of stock options, and 12,148 shares of Class B Common Stock were converted into 12,148 shares of Common Stock.
At December 31, 2005, there were 17,726,563 shares of Vicor Common Stock reserved for issuance under Vicor stock options and upon conversion of Class B Common Stock.
38
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
10. | OTHER INCOME (EXPENSE), NET |
The major components of the other income (expense), net were as follows (in thousands):
| | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Interest income | | $ | 3,124 | | | $ | 1,764 | | | $ | 1,514 | |
| Minority interest in net income of subsidiaries | | | (807 | ) | | | (527 | ) | | | (512 | ) |
| Foreign currency (losses) gains | | | (771 | ) | | | 268 | | | | 607 | |
| Other than temporary decline in Scipher plc investment | | | — | | | | (70 | ) | | | (470 | ) |
| Loss on disposal of equipment | | | (41 | ) | | | (47 | ) | | | (356 | ) |
| Other | | | (5 | ) | | | 244 | | | | 29 | |
| | | | | | | | | | |
| | | $ | 1,500 | | | $ | 1,632 | | | $ | 812 | |
| | | | | | | | | | |
| |
11. | EMPLOYEE BENEFIT PLANS |
Under the Company’s Amended and Restated 2000 Stock Option and Incentive Plan (the “2000 Plan”), — Under the 2000 Plan, the Board of Directors or the Compensation Committee may grant stock incentive awards based on the Company’s Common Stock, including stock options, stock appreciation rights, restricted stock, performance shares, unrestricted stock, deferred stock and dividend equivalent rights. Awards may be granted to employees and other key persons, including non-employee directors. Discretionary awards of stock options to non-employee directors shall be in lieu of any automatic grant of stock options under the Company’s 1993 Stock Option Plan (the “1993 Plan”) and the Company’s 1998 Stock Option and Incentive Plan (the “1998 Plan”). Incentive stock options may be granted to employees at a price at least equal to the fair market value per share of the Common Stock on the date of grant, and non-qualified options may be granted to non-employee directors at a price at least equal to 85% of the fair market value of the Common Stock on the date of grant. A total of 4,000,000 shares of Common Stock have been reserved for issuance under the 2000 Plan. The period of time during which an option may be exercised and the vesting periods are determined by the Compensation Committee. The term of each option may not exceed ten years from the date of grant.
Under the
1998 Stock Option and Incentive Plan (the “1998 Plan”) — The 1998 Plan permitted the Boardgrant of Directors or the Compensation Committee may grant stock incentive awards based on the Company’s Common Stock, including stockshare options stock appreciation rights, restricted stock, performance shares, unrestricted stock, deferred stock and dividend equivalent rights. Awards may be granted to its employees and other key persons, including non-employee directors. Incentive stock options may be granteddirectors for up to employees at2 million shares of common stock. As a price at least equal to the fair market value per shareresult of the Common Stock on the date of grant, and non-qualified options may be granted to non-employee directors at a price at least equal to 85%approval of the fair market value of the Common Stock on the date of grant. A total of 2,000,000 shares of Common Stock2000 Plan, no further grants were reserved for issuancemade under the 1998 Plan. The period of time during which an option may be exercised and the vesting periods will be determined by the Compensation Committee. The term of each option may not exceed ten years from the date of grant.
Under the
1993 Stock Option Plan (the “1993 Plan”) — The 1993 Plan permitted the Boardgrant of Directors or the Compensation Committee may grant stockshare options to its employees and non-employee directors for up to purchase4,000,000 shares of Common Stock atcommon stock. As a price at least equal to the fair market value per shareresult of the outstanding Common Stock atapproval of the time2000 Plan, no further grants were made under the option is granted. Both incentive1993 Plan.
Picor Corporation (“Picor”), a privately held majority owned subsidiary of Vicor, currently grants stock options intendedunder the following equity compensation plan that has been approved by its Board of Directors:
2001 Stock Option and Incentive Plan, as amended (the “2001 Picor Plan”) — The 2001 Picor Plan permits the grant of share options to qualify under Section 422its employees and other key persons, including non-employee directors and full or part-time officers, for up to 10,000,000 shares of the Internal Revenue Code and non-qualified stock options have been authorized to be granted. Incentive stock options may be granted to employees, including employees who are directors of the Company, and non-qualified options may be granted to non-common stock.
40
39
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
11. 3. | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
employee directors. A total
V*I Chip Corporation (“V*I Chip”), a privately held wholly owned subsidiary of 4,000,000Vicor, currently grants stock options under the following equity compensation plan that has been approved by its Board of Directors:
2007 Stock Option and Incentive Plan, as amended (the “2007 V*I Chip Plan”) — The 2007 V*I Chip Plan permits the grant of share options to its employees and other key persons, including non-employee directors and full or part-time officers, for up to 12,000,000 shares of Common Stock were reservedcommon stock.
All option awards are granted at an exercise price equal to or greater than the market price for issuance underVicor at the 1993 Plan. Stock optionsdate of the grant, and are typically granted with vesting periodsat a price equal to or greater than the estimated fair value for both Picor and become exercisableV*I Chip at the date of grant. Options vest over various periods of time, ranging from six monthsup to five years from the date of grant, and expire over various periods of time, ranging from onemay be exercised for up to ten years from the date of grant.grant, which is the maximum contractual term. The Company uses the graded attribution method to recognize expense for all stock-based awards in accordance with FAS 123(R).
Under
Stock compensation expense for the Company’s 1984 Stock Option Plan,years ended December 31, 2007 and 2006 was as amended (the “1984 Plan”), the Board of Directors or the Compensation Committee granted stock options to employees to purchase shares of Common Stock at a price at least equal tofollows (in thousands):
| | | | | | | | | |
| | | 2007 | | | 2006 | |
| |
| Cost of revenues | | $ | 47 | | | $ | 85 | |
| Selling, general and administrative | | | 368 | | | | 385 | |
| Research and development | | | 252 | | | | 281 | |
| | | | | | | | | |
| Total stock based compensation | | $ | 667 | | | $ | 751 | |
| | | | | | | | | |
Had expense been recognized using the fair market value method described in FAS 123, using the Black-Scholes option pricing model, the following pro forma results of operations would have been reported (in thousands except for per share ofinformation):
| | | | | |
| | | Year Ended
| |
| | | December 31, | |
| | | 2005 | |
| |
| Net income, as restated | | $ | 3,493 | |
| Total stock-based employee compensation expense determined under fair-value based methods for all awards, net of related tax effects | | | (845 | ) |
| | | | | |
| Pro forma net income | | $ | 2,648 | |
| | | | | |
| Net income per share, as restated: | | | | |
| Basic | | $ | .08 | |
| Diluted | | $ | .08 | |
| Pro forma net income per share: | | | | |
| Basic | | $ | .06 | |
| Diluted | | $ | .06 | |
The fair value for the outstanding Common Stockoptions was estimated at the time the option was granted. Stock options under the 1984 Plan were typically granted with vesting periods and became exercisable over various periods of time, ranging from six months to five years from the date of grant and expire over various periods of time, ranging from one to thirteen years from the date of grant. In connectionusing a Black-Scholes option pricing model under all methods with the adoption and approval of the 1993 Plan, the Board of Directors terminated the granting of options under the 1984 Plan.following weighted-average assumptions:
Activity as to Vicor stock options is as follows:
| | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Outstanding at beginning of year | | | 3,035,350 | | | | 3,809,603 | | | | 4,552,749 | |
| | Granted | | | 78,160 | | | | 63,880 | | | | 112,620 | |
| | Forfeited and expired | | | (475,964 | ) | | | (595,046 | ) | | | (707,144 | ) |
| | Exercised | | | (377,298 | ) | | | (243,087 | ) | | | (148,622 | ) |
| | | | | | | | | | |
| Outstanding at end of year | | | 2,260,248 | | | | 3,035,350 | | | | 3,809,603 | |
| | | | | | | | | | |
| Exercisable at end of year | | | 1,918,674 | | | | 2,385,819 | | | | 2,653,481 | |
| | | | | | | | | | |
| Weighted-average exercise price: | | | | | | | | | | | | |
| | Outstanding at beginning of year | | $ | 18.04 | | | $ | 18.28 | | | $ | 18.84 | |
| | Granted | | $ | 14.04 | | | $ | 13.58 | | | $ | 8.93 | |
| | Forfeited and expired | | $ | 23.78 | | | $ | 22.55 | | | $ | 23.29 | |
| | Exercised | | $ | 9.47 | | | $ | 9.65 | | | $ | 5.21 | |
| | Outstanding at end of year | | $ | 18.14 | | | $ | 18.04 | | | $ | 18.28 | |
| | Exercisable at end of year | | $ | 19.30 | | | $ | 19.44 | | | $ | 19.31 | |
| Price range per share of outstanding options | | $ | 5.98-54.50 | | | $ | 5.98-54.50 | | | $ | 5.98-54.50 | |
| | | | | | | | | | |
| Price range per share of options granted | | $ | 9.99-16.91 | | | $ | 10.00-18.09 | | | $ | 5.98-11.59 | |
| | | | | | | | | | |
| Price range per share of options exercised | | $ | 5.98-16.43 | | | $ | 5.98-17.63 | | | $ | 1.83-11.00 | |
| | | | | | | | | | |
| Available for grant at end of year | | | 3,611,363 | | | | 3,213,559 | | | | 2,683,793 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
Vicor: | | 2007 | | | 2006 | | | 2005 | |
| |
| Risk-free interest rate | | | 4.7 | % | | | 4.7 | % | | | 3.9 | % |
| Expected dividend yield | | | 1.84 | % | | | 1.50 | % | | | .38 | % |
| Expected volatility | | | .49 | | | | .53 | | | | .59 | |
| Expected lives | | | 3.8 years | | | | 3.8 years | | | | 4.0 years | |
41
40
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
11. 3. | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
| | | | | | | | | | | | | |
Picor: | | 2007 | | | 2006 | | | 2005 | |
| |
| Risk-free interest rate | | | 4.7 | % | | | 5.1 | % | | | 4.4 | % |
| Expected dividend yield | | | — | | | | — | | | | — | |
| Expected volatility | | | .43 | | | | .48 | | | | .43 | |
| Expected lives | | | 6.5 years | | | | 6.5 years | | | | 6.5 years | |
| | | | |
V*I Chip: | | 2007 | |
|
| Risk-free interest rate | | | 4.6 | % |
| Expected dividend yield | | | — | |
| Expected volatility | | | .65 | |
| Expected lives | | | 6.5 years | |
Risk-free interest rate:
Vicor —The following table summarizesCompany uses the yield on zero-coupon U.S. Treasury Strip securities for a period that is commensurate with the expected term assumption for each vesting period.
Picor —The Company uses the yield to maturity of a ten-year treasury bond, since all of Picor’s options expire ten years after they are granted.
V*I Chip — The Company uses the yield to maturity of a ten-year treasury bond, since all of V*I Chip’s options expire ten years after they are granted.
Expected dividend yield:
Vicor —The Company determines the expected dividend yield by annualizing the most recent prior cash dividends declared by the Company’s Board of Directors and dividing that result by the closing stock price on the date of that dividend declaration. Dividends are not paid on options.
Picor —Picor has not and does not expect to declare and pay dividends in the foreseeable future. Therefore, the expected dividend yield is not applicable.
V*I Chip — V*I Chip has not and does not expect to declare and pay dividends in the foreseeable future. Therefore, the expected dividend yield is not applicable.
Expected volatility:
Vicor —Under FAS 123, Vicor used historical volatility to estimate the grant-date fair value of the options. Under FAS 123(R), Vicor has elected to continue to use historical volatility, using the expected term for the period over which to calculate the volatility (see below). The Company does not expect its future volatility to differ from its historical volatility. The computation of the Company’s volatility is based on a simple average calculation of monthly volatilities over the expected term.
Picor — As Picor is a nonpublic entity, historical volatility information about is not available. As permitted under FAS 123(R), an industry sector index of approximately 5 publicly traded fabless semiconductor firms was developed for calculating historical volatility for Picor. Historical prices for each of the companies in the index based on the market price of the shares on each day of trading over the expected term were used to determine the historical volatility.
V*I Chip — As V*I Chip is a nonpublic entity, historical volatility information is not available. As permitted under FAS 123(R), an industry sector index of approximately 5 publicly traded fabless
42
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 3. | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
semiconductor firms was developed for calculating historical volatility for V*I Chip. Historical prices for each of the companies in the index based on the market price of the shares on each day of trading over the expected term were used to determine the historical volatility.
Expected term:
Vicor —The Company uses historical employee exercise and option expiration data to estimate the expected term assumption for the Black-Scholes grant-date valuation. The Company believes that this historical data is currently the best estimate of the expected term of options, and that generally all groups of our employees exhibit similar exercise behavior.
Picor — Due to the lack of historical information, the “simplified” method prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 was used to determine the expected term.
V*I Chip — Due to the lack of historical information, the “simplified” method prescribed by the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 was used to determine the expected term.
Forfeiture rate
The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. FAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option.
Vicor —The Company currently expects that for Vicor options, based on an analysis of its historical forfeitures, that approximately 80% of its options will actually vest, and therefore has applied an annual forfeiture rate of 7.25% to all unvested options as of December 31, 2007. For 2006, the Company expected 84% of its options would actually vest and applied an annual forfeiture rate of 5.75%. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that vest.
Picor — The Company currently expects that for Picor options, based on an analysis of its historical forfeitures, that approximately 89% of its options will actually vest, and therefore has applied an annual forfeiture rate of 3.75% to all unvested options as of December 31, 2007. Since the compensation expense for year ended December 31, 2006 was immaterial, the Company did not apply an estimated forfeiture rate to the compensation expense. This analysis will be re-evaluated quarterly and the forfeiture rate will be adjusted as necessary. Ultimately, the actual expense recognized over the vesting period will only be for those shares that vest.
43
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 3. | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
V*I Chip — Since the compensation expense for year ended December 31, 2007 was immaterial, the Company did not apply an estimated forfeiture rate to the compensation expense.
Vicor Stock Options
A summary of the activity under Vicor’s stock option plans as of December 31, 2007 and changes during the year then ended, is presented below (in thousands except for share and weighted-average data):
| | | | | | | | | | | | | | | | | |
| | | | | | | | | Weighted-
| | | | |
| | | | | | | | | Average
| | | | |
| | | | | | Weighted-
| | | Remaining
| | | | |
| | | | | | Average
| | | Contractual
| | | Aggregate
| |
| | | Options
| | | Exercise
| | | Life in
| | | Intrinsic
| |
| | | Outstanding | | | Price | | | Years | | | Value | |
| |
| Outstanding at December 31, 2004 | | | 3,035,350 | | | $ | 18.04 | | | | | | | | | |
| Granted | | | 78,160 | | | $ | 14.04 | | | | | | | | | |
| Forfeited and expired | | | (475,964 | ) | | $ | 23.78 | | | | | | | | | |
| Exercised | | | (377,298 | ) | | $ | 9.47 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2005 | | | 2,260,248 | | | $ | 18.14 | | | | | | | | | |
| Granted | | | 117,860 | | | $ | 17.95 | | | | | | | | | |
| Forfeited and expired | | | (298,635 | ) | | $ | 25.84 | | | | | | | | | |
| Exercised | | | (435,844 | ) | | $ | 12.78 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2006 | | | 1,643,629 | | | $ | 18.14 | | | | | | | | | |
| Granted | | | 48,530 | | | $ | 12.06 | | | | | | | | | |
| Forfeited and expired | | | (371,349 | ) | | $ | 18.99 | | | | | | | | | |
| Exercised | | | (73,109 | ) | | $ | 8.88 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2007 | | | 1,247,701 | | | $ | 18.20 | | | | 2.66 | | | $ | 2,417 | |
| | | | | | | | | | | | | | | | | |
| Exercisable at December 31, 2007 | | | 1,086,471 | | | $ | 18.71 | | | | 2.16 | | | $ | 2,070 | |
| | | | | | | | | | | | | | | | | |
| Vested or expected to vest at December 31, 2007(1) | | | 1,230,412 | | | $ | 18.24 | | | | 2.59 | | | $ | 2,383 | |
| | | | | | | | | | | | | | | | | |
| | |
| (1) | | In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. |
As of December 31, 2006 and 2005 the Company had shares exercisable of 1,418,885 and 1,918,674 respectively, for which the weighted average exercise prices were $18.63 and $19.30, respectively.
During the years ended December 31, 2007, 2006 and 2005 under all plans, the total intrinsic value of Vicor options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to exercise the options) was $292,000, $3,051,000 and $2,027,000, respectively. The total amount of cash received by the Company from exercise of options exercised in 2007 was $645,000. The total grant-date fair value of stock options that vested during the years ended December 31, 2007, 2006 and 2005 was approximately $634,000, $1,421,000, and $3,036,000, respectively.
As of December 31, 2007, there was $554,000 of total unrecognized compensation cost related to unvested share-based awards for Vicor. That cost is expected to be recognized over a weighted-average period of 1.57 years for all Vicor awards. The expense will be recognized as follows: $311,000 in 2008, $154,000 in 2009, $69,000 in 2010, $18,000 in 2011, and $2,000 in 2012.
44
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 3. | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
The weighted-average fair value of Vicor options granted was $4.37, $6.54 and $7.02 in 2007, 2006 and 2005, respectively. The weighted-average contractual life for Vicor options outstanding as of December 31, 2005:2007 is 2.7 years.
| | | | | | | | | | | | | | | | | |
| | | Range of Exercise Prices | |
| | | | |
| | | $5.98-$12.06 | | | $12.29-$16.43 | | | $16.46-$28.25 | | | $28.44-$54.50 | |
| | | | | | | | | | | | | |
| Options Outstanding: | | | | | | | | | | | | | | | | |
| Number Outstanding | | | 715,517 | | | | 612,583 | | | | 684,749 | | | | 247,399 | |
| Weighted-Average Remaining Contractual Life | | | 3.51 | | | | 2.83 | | | | 3.37 | | | | 2.69 | |
| Weighted-Average Exercise Price | | $ | 10.01 | | | $ | 15.22 | | | $ | 21.68 | | | $ | 39.04 | |
| Options Exercisable: | | | | | | | | | | | | | | | | |
| Number Exercisable | | | 535,667 | | | | 505,451 | | | | 635,118 | | | | 242,438 | |
| Weighted-Average Exercise Price | | $ | 10.81 | | | $ | 15.45 | | | $ | 21.97 | | | $ | 39.11 | |
Picor Stock Options
Under the 2001 Picor Corporation 2001 Stock Option and Incentive Plan, (the “2001 Picor Plan”), the Board of Directors of Picor Corporation (“Picor”) may grant stock incentive awards based on the Picor Common Stock, including stock options, restricted stock or unrestricted stock. Awards may be granted to employees and other key persons, including non-employee directors and full or part-time officers. Incentive stock options may be granted to employees at a price at least equal to the fair market value per share of the Picor Common Stock, based on judgments made by the Company, on the date of grant. A total of 10,000,000 shares of Picor Common Stock have been reserved for issuance under the 2001 Picor Plan. The period of time during which an option may be exercised and the vesting periods are determined by the Picor Board of Directors. The term of each option may not exceed ten years from the date of grant.
A summary of the activity under the 2001 Picor Plan as of December 31, 2007 and changes during the year then ended, is presented below (in thousands except for share and weighted-average data):
| | | | | | | | | | | | | | | | | |
| | | | | | | | | Weighted-
| | | | |
| | | | | | | | | Average
| | | | |
| | | | | | Weighted-
| | | Remaining
| | | Aggregate
| |
| | | Options
| | | Average
| | | Contractual
| | | Intrinsic
| |
| | | Outstanding | | | Exercise Price | | | Life in Years | | | Value | |
| |
| Outstanding at December 31, 2004 | | | 3,290,000 | | | $ | 0.43 | | | | | | | | | |
| Granted | | | 212,000 | | | $ | 0.75 | | | | | | | | | |
| Forfeited and expired | | | (60,000 | ) | | $ | 0.25 | | | | | | | | | |
| Exercised | | | — | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2005 | | | 3,442,000 | | | $ | 0.45 | | | | | | | | | |
| Granted | | | 1,040,500 | | | $ | 0.85 | | | | | | | | | |
| Forfeited and expired | | | (147,960 | ) | | $ | 0.31 | | | | | | | | | |
| Exercised | | | (30,000 | ) | | $ | 0.25 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2006 | | | 4,304,540 | | | $ | 0.55 | | | | | | | | | |
| Granted | | | 114,000 | | | $ | 0.74 | | | | | | | | | |
| Forfeited and expired | | | (40,000 | ) | | $ | 0.88 | | | | | | | | | |
| Exercised | | | — | | | $ | 0.00 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2007 | | | 4,378,540 | | | $ | 0.56 | | | | 5.98 | | | $ | 1,280 | |
| | | | | | | | | | | | | | | | | |
| Exercisable at December 31, 2007 | | | 2,918,412 | | | $ | 0.45 | | | | 5.16 | | | $ | 1,160 | |
| | | | | | | | | | | | | | | | | |
| Vested or expected to vest at December 31, 2007(1) | | | 4,297,575 | | | $ | 0.55 | | | | 5.94 | | | $ | 1,278 | |
| | | | | | | | | | | | | | | | | |
| | |
| (1) | | In addition to the vested options, Picor expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. |
As of December 31, 2006 and 2005 Picor had shares exercisable of 2,269,704 and 1,683,280, respectively, for which the weighted average exercise prices were $0.39 and $0.36, respectively.
45
41
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
11. 3. | STOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
Activity as
For year end December 31, 2007 Picor did not have any options exercised. During the year ended December 31, 2006, the total intrinsic value of Picor options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to Picorexercise the options) was $19,000 (none in 2005 and 2004). The total amount of cash received by the Company from exercise of options exercised in 2006 was $7,000. The total grant-date fair value of stock options that vested during the years ended December 31, 2007, 2006 and 2005 was approximately $37,000, $111,000 and $101,000 respectively.
As of December 31, 2007, there was $381,000 of total unrecognized compensation cost related to unvested share-based awards for Picor. That cost is expected to be recognized over a weighted-average period of 1.58 years for all Picor awards. The expense will be recognized as follows: $152,000 in 2008, $99,000 in 2009, $86,000 in 2010, $43,000 in 2011, and $1,000 in 2012.
| | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Outstanding at beginning of year | | | 3,290,000 | | | | 2,782,820 | | | | 3,162,000 | |
| | Granted | | | 212,000 | | | | 577,200 | | | | 1,404,340 | |
| | Forfeited and expired | | | (60,000 | ) | | | (70,020 | ) | | | (1,783,520 | ) |
| | Exercised | | | — | | | | — | | | | — | |
| | | | | | | | | | |
| Outstanding at end of year | | | 3,442,000 | | | | 3,290,000 | | | | 2,782,820 | |
| | | | | | | | | | |
| Exercisable at end of year | | | 1,683,280 | | | | 1,049,280 | | | | 518,400 | |
| | | | | | | | | | |
| Weighted-average exercise price: | | | | | | | | | | | | |
| | Outstanding at beginning of year | | $ | .43 | | | $ | .36 | | | $ | .25 | |
| | Granted | | $ | .75 | | | $ | .75 | | | $ | .47 | |
| | Forfeited and expired | | $ | .25 | | | $ | .31 | | | $ | .25 | |
| | Exercised | | $ | — | | | $ | — | | | $ | — | |
| | Outstanding at end of year | | $ | .45 | | | $ | .43 | | | $ | .36 | |
| | Exercisable at end of year | | $ | .36 | | | $ | .31 | | | $ | .25 | |
| Price range per share of outstanding options | | $ | .25-.75 | | | $ | .25-.75 | | | $ | .25-.75 | |
| | | | | | | | | | |
| Price range per share of options granted | | $ | .75 | | | $ | .75 | | | $ | .25-.75 | |
| | | | | | | | | | |
| Price range per share of options exercised | | $ | — | | | $ | — | | | $ | — | |
| | | | | | | | | | |
| Available for grant at end of year | | | 6,558,000 | | | | 6,710,000 | | | | 7,217,180 | |
| | | | | | | | | | |
The following table summarizes information aboutweighted-average fair value of Picor stockoptions granted was $.37, $.37 and $.32 in 2007, 2006 and 2005, respectively. The weighted-average contractual life for Picor options outstanding as of December 31, 2005:2007 is 6 years.
| | | | | | | | | |
| | | Range of Exercise Prices | |
| | | | |
| | | $.25 | | | $.75 | |
| | | | | | | |
| Options Outstanding: | | | | | | | | |
| Number Outstanding | | | 2,054,400 | | | | 1,387,600 | |
| Weighted-Average Remaining Contractual Life | | | 6.39 | | | | 8.22 | |
| Options Exercisable: | | | | | | | | |
| Number Exercisable | | | 1,328,160 | | | | 355,120 | |
All Picor share and per share data have been restated to reflect a four-for-one stock split of Picor Common
V*I Chip Stock effected inOptions
Under the form of a stock dividend and authorized by2007 V* I Chip Plan, the Picor Board of Directors of V*I Chip Corporation (“V*I Chip”) may grant stock incentive awards based on March 6, 2006.the V*I Chip Common Stock, including stock options, restricted stock or unrestricted stock. Awards may be granted to employees and other key persons, including non-employee directors and full or part-time officers. Incentive stock options may be granted to employees at a price at least equal to the fair market value per share of the V*I Chip Common Stock, based on judgments made by the Company, on the date of grant. A total of 12,000,000 shares of V*I Chip Common Stock have been reserved for issuance under the 2007 V*I Chip Plan. The period of time during which an option may be exercised and the vesting periods are determined by the V*I Chip Board of Directors. The term of each option may not exceed ten years from the date of grant.
A summary of the activity under the 2007 V*I Chip Plan as of December 31, 2007 and changes during the year then ended, is presented below (in thousands except for share and weighted-average data):
| | | | | | | | | | | | | | | | | |
| | | | | | | | | Weighted-
| | | | |
| | | | | | | | | Average
| | | | |
| | | | | | Weighted-
| | | Remaining
| | | Aggregate
| |
| | | Options
| | | Average
| | | Contractual
| | | Intrinsic
| |
| | | Outstanding | | | Exercise Price | | | Life in Years | | | Value | |
| |
| Outstanding at December 31, 2006 | | | 0 | | | $ | 0 | | | | | | | | | |
| Granted | | | 6,655,000 | | | $ | 1.00 | | | | | | | | | |
| Forfeited and expired | | | (65,000 | ) | | $ | 1.00 | | | | | | | | | |
| Exercised | | | — | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2007 | | | 6,590,000 | | | $ | 1.00 | | | | 9.42 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
| Exercisable at December 31, 2007 | | | — | | | | n/a | | | | n/a | | | | n/a | |
| | | | | | | | | | | | | | | | | |
| Vested or expected to vest at December 31, 2007(1) | | | 6,590,000 | | | | 1.00 | | | | 9.42 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | |
| | |
| (1) | | In addition to the vested options, V*I Chip expects a portion of the unvested options to vest at some point in the future. Options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. |
46
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 3. | 401(k) PlanSTOCK-BASED COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued) |
As of December 31, 2007, there was $586,000 of total unrecognized compensation cost related to unvested share-based awards for V*I Chip. That cost is expected to be recognized over a weighted-average period of 2.4 years for all V*Chip awards. The expense will be recognized as follows: $134,000 in 2008, $133,000 in 2009, $132,000 in 2010, $132,000 in 2011, and $55,000 in 2012.
The weighted-average fair value of V*I Chip options granted were $.10 for 2007. The weighted-average contractual life for V*I Chip options outstanding as of December 31, 2007 is 9 years.
401(k) Plan
The Company sponsors a savings plan available to all domestic employees, which qualifies under Section 401(k) of the Internal Revenue Code. Employees may contribute to the plan from 1% to 20% of their pre-tax salary subject to statutory limitations. The Company matches employee contributions to the plan at a rate of 50% up to the first 3% of an employee’s compensation. The Company’s matching contributions
42
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
11. | EMPLOYEE BENEFIT PLANS (Continued) |
currently vest at a rate of 20% per year based upon years of service. The Company’s contribution to the plan was approximately $694,000, $684,000 and $622,000 $628,000in 2007, 2006 and $640,000 in 2005 2004 and 2003, respectively.
Stock Bonus Plan
Under the Company’s 1985 Stock Bonus Plan, as amended, shares of Common Stock may be awarded to employees from time to time as determined by the Board of Directors. At December 31, 2005,2006, 109,964 shares were available for further award. All shares awarded to employees under this plan have vested. No further awards are contemplated under this plan at the present time.
| |
12. 4. | INCOME TAXESSHORT-TERM AND LONG-TERM INVESTMENTS |
The following is a summary of available-for-sale securities (in thousands):
| | | | | | | | | | | | | | | | | |
| | | | | | Gross
| | | Gross
| | | Estimated
| |
| | | | | | Unrealized
| | | Unrealized
| | | Fair
| |
| | | Cost | | | Gains | | | Losses | | | Value | |
| |
December 31, 2007 | | | | | | | | | | | | | | | | |
| U.S. corporate securities | | $ | 19,150 | | | $ | — | | | $ | — | | | $ | 19,150 | |
| Obligations of states and political subdivisions | | | 36,000 | | | | — | | | | — | | | | 36,000 | |
| Certificates of deposit | | | 2,340 | | | | — | | | | — | | | | 2,340 | |
| | | | | | | | | | | | | | | | | |
| | | $ | 57,490 | | | $ | — | | | $ | — | | | $ | 57,490 | |
| | | | | | | | | | | | | | | | | |
December 31, 2006 | | | | | | | | | | | | | | | | |
| U.S. corporate securities (as restated) | | $ | 25,933 | | | $ | — | | | $ | (7 | ) | | $ | 25,926 | |
| Obligations of states and political subdivisions | | | 54,425 | | | | — | | | | (2 | ) | | | 54,423 | |
| Certificates of deposit | | | 1,332 | | | | — | | | | — | | | | 1,332 | |
| | | | | | | | | | | | | | | | | |
| | | $ | 81,690 | | | $ | — | | | $ | (9 | ) | | $ | 81,681 | |
| | | | | | | | | | | | | | | | | |
47
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 4. | SHORT-TERM AND LONG-TERM INVESTMENTS (Continued) |
The amortized cost and estimated fair value of debt securities at December 31, 2007, by contractual maturities, are shown below (in thousands):
| | | | | | | | | |
| | | | | | Estimated
| |
| | | Cost | | | Fair Value | |
| |
| Due in one year or less | | $ | 2,340 | | | $ | 2,340 | |
| Due in ten to twenty years | | | 7,075 | | | | 7,075 | |
| Due in twenty to forty years | | | 48,075 | | | | 48,075 | |
| | | | | | | | | |
| | | $ | 57,490 | | | $ | 57,490 | |
| | | | | | | | | |
Through March 14, 2008, auctions held for the Company’s auction rate securities with a total aggregate value of approximately $38.0 million failed. As of March 14, 2008, the Company was holding a total of approximately $43.0 million in auction rate securities, the significant majority of which are student loan backed securities. These municipal and corporate debt securities have their interest rates reset at auction at regular intervals ranging from seven to ninety days. Because of these short term intervals between interest reset dates, the Company monitors the auctions to ensure they are successful, which provides evidence that the recorded values of these investments approximate their fair values. As discussed above, auctions related to substantially all our auction rate securities have failed and if auctions continue to fail such that the securities were deemed to be not liquid, the Company would need to seek other alternatives to determine the fair value of these securities, which may not be based on the quoted market transaction. In addition, due to the Company’s inability to quickly liquidate these investments, the Company may reclassify those investments with failed auctions as long-term assets in its consolidated balance sheet.
Inventories were as follows (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | 2007 | | | 2006 | |
| |
| Raw materials | | $ | 23,711 | | | $ | 23,805 | |
| Work-in-process | | | 2,656 | | | | 2,319 | |
| Finished goods | | | 4,357 | | | | 4,240 | |
| | | | | | | | | |
| | | | 30,724 | | | | 30,364 | |
| Inventory reserves | | | (7,646 | ) | | | (8,363 | ) |
| | | | | | | | | |
| | | $ | 23,078 | | | $ | 22,001 | |
| | | | | | | | | |
| |
| 6. | PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment are stated at cost and are depreciated and amortized over a period of 3 to 31.5 years generally under the straight-line method for financial reporting purposes and accelerated methods for income tax purposes.
48
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 6. | PROPERTY, PLANT AND EQUIPMENT (Continued) |
Property, plant and equipment were as follows (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | 2007 | | | 2006 | |
| |
| Land | | $ | 2,089 | | | $ | 2,089 | |
| Buildings and improvements | | | 40,868 | | | | 40,691 | |
| Machinery and equipment | | | 180,216 | | | | 174,570 | |
| Furniture and fixtures | | | 5,922 | | | | 5,571 | |
| Construction-in-progress | | | 1,084 | | | | 391 | |
| | | | | | | | | |
| | | | 230,179 | | | | 223,312 | |
| Less accumulated depreciation and amortization | | | 179,922 | | | | 171,739 | |
| | | | | | | | | |
| | | $ | 50,257 | | | $ | 51,573 | |
| | | | | | | | | |
Depreciation expense for the years ended December 31, 2007, 2006 and 2005 was approximately $11,172,000, $13,123,000, and $16,790,000 respectively. At December 31, 2007, the Company had approximately $2,047,000 of capital expenditure commitments.
In August 2003, the Board of Directors approved the investment by the Company of $1,000,000 in non-voting preferred stock of Great Wall Semiconductor Corporation (“GWS”). In March and August 2004, the Audit Committee of the Board of Directors approved additional investments by the Company of $1,000,000 each for a total 2004 investment of $2,000,000 in non-voting preferred stock of GWS. In May 2007, the Audit Committee of the Board of Directors approved an additional investment of $1,000,000 in non-voting convertible preferred stock of Great Wall Semiconductor Corporation (“GWS”) and agreed to an additional investment of $1,000,000 if certain conditions were met by November 2007. Those conditions were not met by November 2007. However, the Company did make the additional $1,000,000 investment in February 2008, which will increase its ownership in GWS to approximately 30%. The additional $1,000,000 investment was approved by the Audit Committee of the Company’s Board of Directors. The Company expects that it will take an impairment charge of approximately $700,000 in the first quarter of 2008. The Company’s total gross investment in GWS was $4,000,000 as of December 31, 2007 and $3,000,000 as of December 31, 2006. GWS designs, develops and manufactures high performance power semiconductors. A director of Vicor is the founder, President, Chairman of the Board, Chief Executive Officer and the majority voting shareholder of GWS. In addition to the investment, the Company and GWS have entered into a cross-license agreement and the Company purchases certain components from GWS. Purchases from GWS were approximately $1,260,000, $387,000, and $384,000 in 2007, 2006 and 2005, respectively. Revenue under the cross-license agreement was not significant in 2007, 2006 and 2005.
The Company considered the requirements of FASB Interpretation No. 46 (revised December 2003 “Consolidation of Variable Interest Entities” (FIN 46R), in accounting for the additional investment in GWS, and determined that GWS is a variable interest entity. However, the Company concluded that it is not the primary beneficiary. As a result, the Company is accounting for the investment under the equity method of accounting in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method for Accounting for Investments in Common Stock” (APB 18). The Company has also considered FIN No. 35, “Criteria for Applying the Equity Method of Accounting for Investments in Common Stock” (FIN 35) andEITF 02-14, “Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock”(EITF 02-14). The additional investment made in May 2007 resulted in the Company owning approximately 24% of GWS which management believes, along with other qualitative factors considered, gives
49
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 7. | INVESTMENTS (Continued) |
the Company significant influence over GWS. In addition, the Company has an option to purchase an additional 1.5% of GWS for $81,000 in connection with technical consulting services. The Company also believes that its investment in GWS represents in-substance common stock. As a result, the additional investment requires the Company to account for the investment in GWS under the equity method of accounting and to retroactively restate its previously issued consolidated financial statements. Previously, the Company accounted for the investment as a cost method investment as management believed it did not have significant influence over GWS. At December 31, 2006 and 2005, the Company owned approximately 17.5% and 18.6%, respectively, of GWS.
In accordance with APB 18, each investment in GWS has been accounted for as a step acquisition using the purchase method of accounting in accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations” (FAS 141). The allocation of the purchase price included acquired intangible assets, including core and developed technology as well as in-process research and development (IPR&D). The excess of the purchase price over the fair value allocated to the net assets is goodwill. The core and developed technology is being amortized over three years. The amounts allocated to IPR&D were charged to expense in accordance with FAS 141, which specifies that the amount assigned to the acquired intangible assets to be used in a particular research and development project that have no alternative future use shall be charged to expense at the acquisition date. The amounts included in other assets in the accompanying consolidated balance sheets related to the net GWS investment were $687,000 and $826,000 as of December 31, 2007 and 2006, respectively, as follows (in thousands):
| | | | | | | | | | | | | |
| | | December 31, | | | | |
| | | 2007 | | | 2006 | | | | |
| |
| Equity method goodwill | | $ | 634 | | | $ | 775 | | | | | |
| Intangible assets, net of amortization | | | 53 | | | | 51 | | | | | |
| | | | | | | | | | | | | |
| | | $ | 687 | | | $ | 826 | | | | | |
| | | | | | | | | | | | | |
The negative net equity of GWS was approximately ($1,280,000) at December 31, 2007 and ($1,008,000) at December 31, 2006.
Loss from equity method investment (net of tax) for the years ended December 31 consists of the following (in thousands):
| | | | | | | | | | | | | |
| | | Year Ended December 31 | |
| | | 2007 | | | 2006 | | | 2005 | |
| | | | | | (as restated) | | | (as restated) | |
| |
| Allocation of losses from equity method investment (net of tax) | | $ | 306 | | | $ | 84 | | | $ | 165 | |
| Amortization of intangible assets and other (net of tax) | | | 213 | | | | 237 | | | | 258 | |
| Other than temporary decline in investment | | | 620 | | | | — | | | | — | |
| | | | | | | | | | | | | |
| | | $ | 1,139 | | | $ | 321 | | | $ | 423 | |
| | | | | | | | | | | | | |
50
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 7. | INVESTMENTS (Continued) |
The following financial statement line items for fiscal years 2004, 2005 and 2006 were affected by the change in accounting principle from cost method to equity method of accounting for the investment in GWS (in thousands except for per share amounts):
| | | | | | | | | |
| | | As
| | | As Previously
| |
| | | Restated | | | Reported | |
| |
| As of December 31, 2006: | | | | | | | | |
| Other assets | | $ | 5,691 | | | $ | 6,865 | |
| Total assets | | | 247,461 | | | | 248,107 | |
| Retained earnings | | | 133,405 | | | | 134,579 | |
| Total stockholder’s equity | | | 170,172 | | | | 171,346 | |
| As of December 31, 2005: | | | | | | | | |
| Retained earnings | | $ | 173,807 | | | $ | 175,660 | |
| Total stockholder’s equity | | | 214,937 | | | | 216,790 | |
| As of December 31, 2004: | | | | | | | | |
| Retained earnings | | $ | 175,339 | | | $ | 176,769 | |
| Total stockholder’s equity | | | 219,193 | | | | 220,623 | |
| Year ended December 31, 2006: | | | | | | | | |
| Other income (expense), net | | $ | 5,092 | | | $ | 4,092 | |
| Loss from equity method investment, net | | | 321 | | | $ | — | |
| Net loss | | | (29,059 | ) | | | (29,738 | ) |
| Net loss per share — basic | | | (0.69 | ) | | | (0.71 | ) |
| Net loss per share — diluted | | | (0.69 | ) | | | (0.71 | ) |
| Year ended December 31, 2005: | | | | | | | | |
| Loss from equity method investment, net | | $ | 423 | | | $ | — | |
| Net Income | | | 3,493 | | | | 3,916 | |
| Net income per share — basic | | | 0.08 | | | | 0.09 | |
| Net income per share — diluted | | | 0.08 | | | | 0.09 | |
As a result of the accounting change, retained earnings as of January 1, 2006 decreased by $1,853,000 from $175,660,000 to $173,807,000 due to the expensing of IPR&D of $908,000, the allocation of equity method investment losses of $454,000 and amortization expense for the acquired intangible assets and other of $491,000. This represents the retroactive application of the equity method of accounting for the period from August 2003, the date of the Company’s initial investment in GWS, through December 31, 2005.
The Company periodically evaluates the investment in GWS to determine if there are any events or circumstances that are likely to have a significant adverse effect on the fair value of the investment, including the net book value of acquired intangible assets and goodwill. Examples of such impairment indicators include, but are not limited to: GWS’ actual results of operations, actual results of operations compared to forecast, working capital requirements, additional third-party equity investment, if any, and other considerations. If we identify an impairment indicator, we will estimate the fair value of the investment and compare it to its carrying value. If the fair value of the investment is less than its carrying value, the investment is impaired and we make a determination as to whether the impairment is other-than-temporary. For other-than-temporary impairments, we recognize an impairment loss equal to the difference between an investment’s carrying value and its fair value. During the year ended December 31, 2007, the investment was adjusted for a decline in value judged to be other than temporary of $620,000. Deterioration or changes in GWS’ business in
51
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 7. | INVESTMENTS (Continued) |
the future could lead to such impairment adjustments in future periods and the impairment adjustments may be material.
Summary financial information for GWS is as follows (in thousands):
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| |
| As of December 31: | | | | | | | | | | | | |
| Current assets | | $ | 2,322 | | | $ | 1,157 | | | | | |
| Noncurrent assets | | | 3,110 | | | | 3,074 | | | | | |
| Total assets | | | 5,432 | | | | 4,231 | | | | | |
| Current liabilities | | | 1,743 | | | | 495 | | | | | |
| Noncurrent liabilities | | | 1,354 | | | | 1,096 | | | | | |
| Minority interests | | | 3,614 | | | | 3,648 | | | | | |
| Total stockholders’ deficit | | | (1,280 | ) | | | (1,008 | ) | | | | |
| | | | | | | | | | | | | |
| For the year ended December 31: | | | | | | | | | | | | |
| Net revenue | | | 3,368 | | | | 2,292 | | | $ | 2,423 | |
| Gross margin | | | 646 | | | | 818 | | | | 461 | |
| Net loss | | | 1,280 | | | | 441 | | | | 882 | |
The financial statements of GWS have not been audited by Ernst & Young LLP.
| |
| 8. | GOODWILL AND OTHER INTANGIBLE ASSETS |
The Company accounts for goodwill and other intangible assets under Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets” (FAS 142). Under FAS 142, goodwill and indefinite lived intangible assets are not amortized but are tested for impairment at least annually at the reporting unit level. The Company reassessed the carrying value of its goodwill of approximately $2,000,000 related to the operations of one of its subsidiaries, VJCL, during the fourth quarter of fiscal 2007 as required by the provisions of FAS 142, and determined that there was no impairment to the carrying value. Additionally, the Company has $634,000 and $775,000 of equity method goodwill related to its investment in GWS as of December 31, 2007 and 2006, respectively, as discussed in Note 7 .
Patent costs, which are included in other assets in the accompanying balance sheets, were as follows, (in thousands):
| | | | | | | | | |
| | | December 31, | |
| | | 2007 | | | 2006 | |
| |
| Patent costs | | $ | 3,491 | | | $ | 4,042 | |
| Less accumulated amortization | | | 1,432 | | | | 1,630 | |
| | | | | | | | | |
| | | $ | 2,059 | | | $ | 2,412 | |
| | | | | | | | | |
In 2007 and 2006, the Company wrote off patent costs associated with abandoned patents with net book values of approximately $245,000 and $785,000, respectively, which was charged to amortization expense.
52
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amortization expense was approximately $447,000, $1,036,000 and $292,000 in 2007, 2006 and 2005, respectively. The estimated amortization expense for the next five years is as follows (in thousands):
| | | | | |
Year | | | |
| |
| 2008 | | $ | 217 | |
| 2009 | | | 216 | |
| 2010 | | | 214 | |
| 2011 | | | 207 | |
| 2012 | | | 195 | |
Product warranty activity for the years ended December 31, 2007, 2006 and 2005 were as follows (in thousands):
| | | | | | | | | | | | | |
| �� | | 2007 | | | 2006 | | | 2005 | |
| |
| Balance at the beginning of the period | | $ | 1,046 | | | $ | 755 | | | $ | 1,042 | |
| Accruals for warranties for products sold in the period | | | 735 | | | | 714 | | | | 173 | |
| Fulfillment of warranty obligations | | | (704 | ) | | | (185 | ) | | | (180 | ) |
| Revisions of estimated obligations | | | (398 | ) | | | (238 | ) | | | (280 | ) |
| | | | | | | | | | | | | |
| Balance at the end of the period | | $ | 679 | | | $ | 1,046 | | | $ | 755 | |
| | | | | | | | | | | | | |
In November 2000, the Board of Directors of the Company authorized the repurchase of up to $30,000,000 of the Company’s Common Stock (the “November 2000 Plan”). The plan authorizes the Company to make repurchases from time to time in the open market or through privately negotiated transactions. The timing of this program and the amount of the stock that may be repurchased is at the discretion of management based on its view of economic and financial market conditions. In 2006 and 2005, the Company spent $10,835,000 and $5,544,000, respectively, in the repurchase of 825,700 and 452,200 shares, respectively, of its Common Stock under the November 2000 Plan (none in 2007). At December 31, 2007, the Company had approximately $8,541,000 remaining under the plan.
Common Stock
Each share of Common Stock entitles the holder thereof to one vote on all matters submitted to the stockholders.
Each share of Class B Common Stock entitles the holder thereof to ten votes on all such matters.
Shares of Class B Common Stock are not transferable by a stockholder except to or among the stockholder’s spouse, certain of the stockholder’s relatives, and certain other defined transferees. Class B Common Stock is not listed or traded on any exchange or in any market. Class B Common Stock is convertible at the option of the holder thereof at any time and without cost to the stockholder into shares of Common Stock on a one-for-one basis.
Dividends are declared at the discretion of the Company’s Board of Directors and depend on actual cash from operations, the Company’s financial condition and capital requirements and any other factors the Company’s Board of Directors may consider relevant.
53
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 10. | STOCKHOLDERS’ EQUITY (Continued) |
On June 24, 2005, the Company’s Board of Directors approved an annual cash dividend for 2005 of $.12 per share of the Company’s stock. The total dividend of approximately $5,025,000 was paid on August 31, 2005 to shareholders of record at the close of business on August 11, 2005.
On February 4, 2006, the Company’s Board of Directors approved a cash dividend of $.12 per share of the Company’s stock. The total dividend of approximately $5,030,000 was paid on March 20, 2006 to shareholders of record at the close of business on February 28, 2006.
On June 23, 2006, the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,313,000 was paid on August 7, 2006 to shareholders of record at the close of business on July 17, 2006.
On February 16, 2007 the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The dividend of approximately $6,235,000 was paid on March 27, 2007 to shareholders of record at the close of business on March 9, 2007.
On July 25, 2007, the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,242,000 was paid on August 30, 2007 to shareholders of record at the close of business on August 14, 2007.
During the second quarter of 2007, two subsidiaries paid a total of $180,000 in dividends, of which $92,000 was paid to outside shareholders.
On March 14, 2008, the Company’s Board of Directors approved a cash dividend of $.15 per share of the Company’s stock. The total dividend of approximately $6,245,000 will be paid on April 18, 2008 to shareholders of record at the close of business on April 2, 2008.
During 2007 a total of 73,109 shares of Common Stock were issued upon the exercise of stock options, and 30,000 shares of Class B Common Stock were converted into Common Stock.
At December 31, 2007, there were 17,187,290 shares of Vicor Common Stock reserved for issuance under Vicor stock options and upon conversion of Class B Common Stock.
| |
| 11. OTHER INCOME (EXPENSE), NET |
The major components of the other income (expense), net were as follows (in thousands):
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| | | | | | (as restated) | | | | |
| |
| Interest income | | $ | 4,484 | | | $ | 5,389 | | | $ | 3,124 | |
| Minority interest in net income of subsidiaries | | | (539 | ) | | | (562 | ) | | | (807 | ) |
| Foreign currency gains (losses) | | | 186 | | | | 139 | | | | (771 | ) |
| Gain (loss) on disposal of equipment | | | 129 | | | | 67 | | | | (41 | ) |
| Other | | | 128 | | | | 59 | | | | (5 | ) |
| | | | | | | | | | | | | |
| | | $ | 4,388 | | | $ | 5,092 | | | $ | 1,500 | |
| | | | | | | | | | | | | |
54
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows (in thousands):
| | | | | | | | | | | |
| | | December 31, | |
| | | | |
| | | 2005 | | | 2004 | |
| | | | | | | |
| Deferred tax assets: | | | | | | | | |
| | Net operating loss carryforwards | | $ | 4,767 | | | $ | 8,341 | |
| | Inventory reserves | | | 4,351 | | | | 3,148 | |
| | Research and development tax credit carryforwards | | | 2,451 | | | | 1,965 | |
| | Investment tax credit carryforwards | | | 1,493 | | | | 1,539 | |
| | Vacation accrual | | | 1,019 | | | | 879 | |
| | Scipher investment basis difference | | | 824 | | | | 824 | |
| | Bad debt reserves | | | 236 | | | | 187 | |
| | Warranty reserve | | | 206 | | | | 322 | |
| | Other | | | 616 | | | | 509 | |
| | | | | | | |
| | | Total deferred tax assets | | | 15,963 | | | | 17,714 | |
| | | Less: Valuation allowance for deferred tax assets | | | (8,050 | ) | | | (7,213 | ) |
| | | | | | | |
| | | Net deferred tax assets | | | 7,913 | | | | 10,501 | |
| Deferred tax liabilities: | | | | | | | | |
| | Depreciation | | | (6,279 | ) | | | (9,596 | ) |
| | Patent amortization | | | (1,347 | ) | | | (1,165 | ) |
| | Other | | | (786 | ) | | | (416 | ) |
| | | | | | | |
| | | Total deferred tax liabilities | | | (8,412 | ) | | | (11,177 | ) |
| | | | | | | |
| | | Net deferred tax liabilities | | $ | (499 | ) | | $ | (676 | ) |
| | | | | | | |
| | | | | | | | | |
| | | December 31, | |
| | | 2007 | | | 2006 | |
| |
| Deferred tax assets: | | | | | | | | |
| Net operating loss carryforwards | | $ | 13,830 | | | $ | 2,452 | |
| Research and development tax credit carryforwards | | | 6,662 | | | | 5,231 | |
| Inventory reserves | | | 3,068 | | | | 3,385 | |
| Vacation accrual | | | 1,280 | | | | 1,163 | |
| Investment tax credit carryforwards | | | 1,027 | | | | 892 | |
| Investment basis differences | | | 824 | | | | 1,236 | |
| Stock-based compensation | | | 472 | | | | 509 | |
| Alternative minimum tax credit carryforward | | | 412 | | | | 359 | |
| Warranty reserve | | | 227 | | | | 352 | |
| Bad debt reserves | | | 159 | | | | 233 | |
| Accrual for litigation settlement, net | | | 0 | | | | 15,319 | |
| Other | | | 85 | | | | 817 | |
| | | | | | | | | |
| Total deferred tax assets | | | 28,046 | | | | 31,948 | |
| Less: Valuation allowance for deferred tax assets | | | (24,158 | ) | | | (26,565 | ) |
| | | | | | | | | |
| Net deferred tax assets | | | 3,888 | | | | 5,383 | |
| Deferred tax liabilities: | | | | | | | | |
| Depreciation | | | (3,091 | ) | | | (4,381 | ) |
| Patent amortization | | | (797 | ) | | | (993 | ) |
| Other | | | (856 | ) | | | (696 | ) |
| | | | | | | | | |
| Total deferred tax liabilities | | | (4,744 | ) | | | (6,070 | ) |
| | | | | | | | | |
| Net deferred tax liabilities | | $ | (856 | ) | | $ | (687 | ) |
| | | | | | | | | |
The Company has assessed the need for a valuation allowance against its deferred tax assets and concluded that a valuation allowance for a significant portion of the deferred tax assets is warranted at December 31, 20052007 and 2004.2006. In reaching this conclusion, the Company evaluated all relevant criteria including the existence of temporary differences reversing in the carryforward period, primarily depreciation. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance.
43
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
12. | INCOME TAXES (Continued) |
For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):
| | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Domestic | | $ | 5,073 | | | $ | (3,311 | ) | | $ | (24,357 | ) |
| Foreign | | | (193 | ) | | | 908 | | | | (534 | ) |
| | | | | | | | | | |
| | | $ | 4,880 | | | $ | (2,403 | ) | | $ | (24,891 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| | | (as restated) | |
| |
| Domestic | | $ | 4,497 | | | $ | (29,023 | ) | | $ | 5,073 | |
| Foreign | | | 962 | | | | 933 | | | | (193 | ) |
| | | | | | | | | | | | | |
| | | $ | 5,459 | | | $ | (28,090 | ) | | $ | 4,880 | |
| | | | | | | | | | | | | |
55
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 12. | INCOME TAXES (Continued) |
Significant components of the provision (benefit) for income taxes are as follows (in thousands):
| | | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Current: | | | | | | | | | | | | |
| | Federal | | $ | 942 | | | $ | 1,075 | | | $ | 248 | |
| | Foreign | | | 75 | | | | 185 | | | | — | |
| | State | | | 80 | | | | 60 | | | | — | |
| | | | | | | | | | |
| | | | 1,097 | | | | 1,320 | | | | 248 | |
| Deferred: | | | | | | | | | | | | |
| | Federal | | | (133 | ) | | | — | | | | (5,604 | ) |
| | | | | | | | | | |
| | | $ | 964 | | | $ | 1,320 | | | $ | (5,356 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| |
| Current: | | | | | | | | | | | | |
| Federal | | $ | (220 | ) | | $ | 377 | | | $ | 942 | |
| Foreign | | | 191 | | | | 105 | | | | 75 | |
| State | | | (1,090 | ) | | | 80 | | | | 80 | |
| | | | | | | | | | | | | |
| | | | (1,119 | ) | | | 562 | | | | 1,097 | |
| Deferred: | | | | | | | | | | | | |
| Federal | | | 104 | | | | 86 | | | | (133 | ) |
| | | | | | | | | | | | | |
| | | $ | (1,015 | ) | | $ | 648 | | | $ | 964 | |
| | | | | | | | | | | | | |
The reconciliation of the federal statutory rate to the effective income tax rate is as follows:
| | | | | | | | | | | | | |
| | | 2005 | | | 2004 | | | 2003 | |
| | | | | | | | | | |
| Statutory federal tax rate | | | 35.0 | % | | | (35.0 | )% | | | (35.0 | )% |
| State income taxes, net of federal income tax benefit | | | 2.5 | | | | (1.8 | ) | | | (3.5 | ) |
| Alternative minimum tax | | | 5.5 | | | | 1.6 | | | | 0.2 | |
| Meals and entertainment expense | | | 2.9 | | | | 5.5 | | | | 0.6 | |
| Foreign income taxes | | | 2.3 | | | | 2.1 | | | | — | |
| Foreign Sales Corporation/ ETI benefit | | | (11.5 | ) | | | — | | | | (1.5 | ) |
| Reduction in tax reserves | | | (7.3 | ) | | | — | | | | — | |
| Other | | | 0.1 | | | | — | | | | 0.8 | |
| (Decrease) increase in valuation allowance | | | (9.7 | ) | | | 82.5 | | | | 16.9 | |
| | | | | | | | | | |
| | | | 19.8 | % | | | 54.9 | % | | | (21.5 | )% |
| | | | | | | | | | |
Tax provisions in 2005
| | | | | | | | | | | | | |
| | | 2007 | | | 2006 | | | 2005 | |
| |
| Statutory federal tax rate | | | 35.0 | % | | | (35.0 | )% | | | 35.0 | % |
| State income taxes, net of federal income tax benefit | | | 7.4 | | | | (3.4 | ) | | | 2.5 | |
| Reduction in tax reserves | | | (31.0 | ) | | | (0.5 | ) | | | (7.3 | ) |
| Meals and entertainment expense | | | 4.1 | | | | 0.6 | | | | 2.9 | |
| Foreign income taxes | | | 2.1 | | | | 0.4 | | | | 2.3 | |
| Tax credits | | | (1.2 | ) | | | (3.4 | ) | | | — | |
| ETI benefit | | | — | | | | (1.2 | ) | | | (11.5 | ) |
| Alternative minimum tax | | | — | | | | — | | | | 5.5 | |
| Other | | | — | | | | 1.3 | | | | 0.1 | |
| Decrease (increase) in valuation allowance | | | (35.0 | ) | | | 43.5 | | | | (9.7 | ) |
| | | | | | | | | | | | | |
| | | | (18.6 | )% | | | 2.3 | % | | | 19.8 | % |
| | | | | | | | | | | | | |
In 2007, the tax provision includes estimated federal, state and 2004 have been provided forforeign income taxes on the Company’s pre-tax income, estimated federal and state income taxes for certain minority-owned subsidiaries that are not part of the Company’s consolidated income tax returns, and increases in accrued interest for potential liabilities, offset by the expected utilization of foreign net operating loss carryforwards and the release of certain valuation allowances related to temporary book versus tax differences. During the second quarter of 2007 and year ended December 31, 2007, the Company reversed approximately $300,000 of previously unidentified excess tax reserves identified during the quarter. The impact on the second quarter of 2007 and year ended December 31, 2007, as well as on prior periods, was not material. The expense was also partially offset by a discrete item of $169,000 representing refunds of interest received and recorded as a benefit during the first quarter of 2007 as final settlement related to the audit of the Company’s federal alternative minimum tax returns for tax years 1994 though 2002 by the Internal Revenue Service and forthe reduction in tax reserves discussed below. In 2006 and 2005, the tax provision included estimated federal, state and foreign income taxes dueon the Company’s projected annual pre-tax income, estimated federal and state income taxes for certain minority-owned subsidiaries that are not part of the Company’s consolidated income tax returns, offset by the expected utilization of remaining net operating loss carryforwards and certain tax credit carryforwards and the reduction in various statetax reserves discussed below. During 2007, 2006 and international taxing jurisdictions. In the third quarter of 2005, the Company reduced its tax reserves by $1,517,000, $468,000 and $770,000 respectively, due to closing tax periods in certain jurisdictions and other tax reserves no longer considered necessary. The decreases in 2007, 2006 and 2005 were partially offset by an increase
56
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 12. | INCOME TAXES (Continued) |
increases in reserves during the year of approximately $205,000, $133,000 and $412,000, respectively, for potential liabilities. During the third quarter of 2004, the Company provided additional tax expense for potential liabilities related to certain jurisdictions under examination aggregating $950,000, partially offset by a reduction in the tax reserves for certain jurisdictions due to tax periods closing aggregating $650,000.
44
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
12. | INCOME TAXES (Continued) |
During the fourth quarter of 2003, the Company revised its estimate of the effective tax rate for the year and recorded a tax benefit for a portion of the net operating losses generated in 2003. Such benefit was provided as it is more likely than not that a portion of deferred tax assets related to the net operating losses will be realized. In reaching this conclusion, the Company evaluated all relevant criteria including the existence of temporary differences reversing in the carryforward period, primarily depreciation. As a result of the effectivedifference in treatment of excess stock option deductions available for income tax rate was revised to an estimatedreturn and financial statement reporting purposes, the Company has approximately $3,700,000 of stock option related net operating loss, $1,000,000 of federal research and development tax benefitcredit, and $400,000 of 21.5% and, accordingly,federal alternative minimum tax credit carryforwards that may be offset against future taxable income. It is anticipated that when these tax attributes are realized on an income tax benefit was recordedreturn in the fourth quarter of 2003 of approximately $5,107,000.
future, the related benefit will be recorded against additional paid in capital. The net operating loss carryforwards expire beginning in 2008 for state purposes and in 2023 for federal purposes. The research and development tax credit carryforwards expire beginning in 2015 for state purposes and in 2023 for federal purposes. The federal and state net operating losses of approximately $11,500,000 expire beginning in 2023 and 2006, respectively, of which the Company has benefited approximately $4,200,000.
The Company operatesadopted FASB Interpretation No. 48, “Accounting for Uncertainty in numerous taxing jurisdictions and is, therefore, subject to a variety ofIncome Taxes” (“FIN 48”), on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income and related taxes. The Company has provided for potential tax liabilities duetaxes recognized in various jurisdictions which it judges to be probable and reasonably estimablean enterprise’s financial statements in accordance with FASB Statement of Financial Accounting Standards No. 5109, “Accounting for Contingencies”Income Taxes”. Judgment is required in determiningFIN 48 prescribes a two-step process to determine the incomeamount of tax expense and relatedbenefit to recognize. First, the tax liabilities. Inposition must be evaluated to determine the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. The Company believeslikelihood that it has reasonably estimated its accrued taxes for all jurisdictions for all open tax periods. The Company periodically assesses the adequacy of its tax and related accruals on a quarterly basis and adjusts appropriately as events warrant and open tax periods close. It is possible that the final tax outcome of these matters will be different from management’s estimate reflectedsustained upon examination by a tax authority. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the incomefinancial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. If the tax provisions and accrued taxes. Such differences couldposition does not meet the “more-likely-than-not” threshold then it is not recognized in the financial statements. The Company’s adoption of FIN 48 as of January 1, 2007 did not have a material impact on the Company’s financial position or results of operations.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
| | | | | |
| Balance at January 1, 2007 | | $ | 2,515 | |
| Additions based on tax positions related to the current year | | | 60 | |
| Additions for tax positions of prior years | | | 54 | |
| Reductions for tax positions of prior years | | | (103 | ) |
| Lapse of statute | | | (1,442 | ) |
| Settlements | | | 0 | |
| | | | | |
| Balance at December 31, 2007 | | $ | 1,084 | |
| | | | | |
The Company has reviewed the tax positions taken, or to be taken, in its tax returns for all tax years currently open to examination by a taxing authority in accordance with the recognition and measurement standards of FIN 48. The total amount of unrecognized tax benefits, that is the aggregate tax effect of differences between tax return positions and the benefits recognized in the Company’s financial statements, at December 31, 2007 of $1,344,000 including accrued interest, if recognized, may decrease the Company’s income tax provision and operating resultseffective tax rate. Included in the periodbalance of unrecognized tax benefits at December 31, 2007 is approximately $1,000,000, including interest, related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next twelve months, principally due to the closing of tax years in which such determination is made.certain jurisdictions. The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2007, the Company has accrued approximately $833,000 for the potential payment of interest and recorded approximately $165,000 of income tax expense for interest, net of related tax benefits, for the year ended December 31, 2007.
57
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 12. | INCOME TAXES (Continued) |
The Company files income tax returns in the United States and various foreign tax jurisdictions. These tax returns are generally open to examination by the relevant tax authorities from three to seven years from the date they are filed. The tax filings relating to the Company’s federal and state taxes are currently open to examination for tax years 2004 through 2006 and 1998 through 2006, respectively. In December 2007, the Company received notice from the State of Minnesota that its Minnesota corporation franchise tax returns for tax years 1998 through 2001 had been selected for review. In February 2008, the Company received notice from the State of Texas that its Texas corporation franchise tax reports for tax years 2004 through 2006 had been selected for audit. There are no other income tax examinations currently in process.
The Company recently underwent an audit of its federal tax returns for tax periods 1994 through 2002 by the Internal Revenue Service (“IRS”). The conclusions reached by the IRS based on their audit have beenwere agreed to by the Joint Committee on Taxation of the U.S. Department of the Treasury. WhileDuring the second quarter of 2006, the Company is awaitingremitted payments to the final audit assessmentIRS in settlement of the assessments, including interest. The amounts paid were not materially different from the IRS, it believes that its tax accruals are adequate to coveramounts previously accrued by the ultimate assessment.Company.
| |
| 13. | COMMITMENTS AND CONTINGENCIES |
The Company leases certain of its office, warehousing and manufacturing space. The future minimum rental commitments under noncancelable operating leases with remaining terms in excess of one year are as follows (in thousands):
| | | | | |
| Year | | |
| | | |
| 2006 | | $ | 1,161 | |
| 2007 | | | 805 | |
| 2008 | | | 536 | |
| 2009 | | | 242 | |
| 2010 and thereafter | | | 71 | |
| | | | | |
Year | | | |
| |
| 2008 | | $ | 1,398 | |
| 2009 | | | 970 | |
| 2010 | | | 483 | |
| 2011 | | | 239 | |
| 2012 and thereafter | | | 771 | |
Rent expense was approximately $1,525,000, $1,471,000 and $1,420,000 $1,346,000in 2007, 2006 and $1,279,000 in 2005, 2004 and 2003, respectively. The Company also pays executory costs such as taxes, maintenance and insurance.
In addition to the amounts shown in the table above, approximately $511,000 of unrecognized tax benefits have been recorded as liabilities in accordance with FIN 48, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential interest and penalties of approximately $833,000 at December 31, 2007.
In addition, the Company has a contract with a third-party to supply nitrogen for its manufacturing and research and development activities. Under the contract, the Company is obligated to pay a minimum of $280,000$286,000 annually, subject to semi-annual price adjustments, through March 2015.
Vicor and VLT, Inc. (“VLT”), a wholly owned subsidiary of the Company, arehad been pursuing Reset Patent infringement claims directly against Artesyn Technologies (“Artesyn”), Lucent Technologies and Tyco Electronics — Power
45
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
13. | COMMITMENTS AND CONTINGENCIES (Continued) |
Systems, Inc. (“Lucent / Tyco”) in the United States District Court in Boston, Massachusetts. The lawsuit against Lucent was filed in May 2000 and in April 2001, the Company added Tyco Electronics as a defendant in that lawsuit. The lawsuit against Artesyn was filed in February 2001. In January 2003, the District Court issued a pre-trial decisionsecond quarter of 2007, the Company entered into separate settlement agreements with Artesyn and Lucent/Tyco, under which the Company received payments of $1,770,000 in each of these patent infringement lawsuits relating to claim constructionfull settlement of the Reset Patent. The District Court’s decisions rejected assertionsCompany’s Patent infringement claims against Lucent/Tyco and Artesyn, and which settled the lawsuits that the Reset Patent claims are invalidCompany had filed against Lucent/Tyco in May 2000 and in April 2001, and the lawsuit that the Company had filed against Artesyn in February 2001. The full amount of the payment, net of a $177,000 contingency fee accrued by the Company for indefiniteness; and affirmed Vicor’s interpretation of several terms usedits
58
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 13. | COMMITMENTS AND CONTINGENCIES (Continued) |
litigation counsel, has been included in (Gain) loss from litigation-related settlements, net in the Reset Patent claims. However,accompanying condensed consolidated statement of operations.
On February 22, 2007, the District Court adopted interpretations of certainCompany announced that it had reached an agreement in principle with Ericsson, Inc., to settle a lawsuit brought by Ericsson against the Company in California state court. Under the terms of the Reset Patent claims that are contrarysettlement agreement entered into on March 29, 2007, after a Court ordered mediation, the Company paid $50.0 million to Vicor’s position. Ericsson, of which $12.8 million was paid by the Company’s insurance carriers. Accordingly, the . Company recorded a net loss of $37.2 million from the litigation-related settlements in the fourth quarter of 2006. The Company is seeking further recoveries from the insurance carriers. The Company’s decision to enter into the settlement followed an adverse ruling by the Court in January, 2007 in connection with a settlement between Ericsson and co-defendants Exar Corporation (“Exar”) and Rohm Device USA, LLC (“Rohm”), two of the Company’s component suppliers prior to 2002. The Company’s writ of mandate appeal of this ruling was denied in April 2007. In September 2007, the Company filed a notice of appeal of the Court’s decision upholding the Ericsson-Exar-Rohm settlement, which is pending. In December 2007, the Court awarded Exar and Rohm amounts for certain statutory and discovery costs associated with this ruling. Since this matter was outstanding as of June 30, 2007, the Company accrued $240,000 in the second quarter of 2007 as a result of the Court’s decision, which is included in Accrual for litigation settlements in the condensed consolidated balance sheet and in (Gain) loss from litigation-related settlements, net in the condensed consolidated statement of operations.
On May 24, 2004,August 18, 2005, the United StatesCompany filed an action in The Superior Court of Appealsthe Commonwealth of Massachusetts, County of Essex (“the Massachusetts Court”) against Concurrent Computer Corporation (“Concurrent”) in response to a demand made by Concurrent in connection with breach of contract and breach of product warranty claims against the Company. On August 1, 2007, the Company reached an agreement in principle to settle the lawsuit with Concurrent for $2,350,000, all of which would be paid by the Company’s insurance carriers. The settlement agreement was finalized effective August 28, 2007, upon which the Company made the settlement payment of $2,350,000 to Concurrent and in turn received payment for that same amount from its insurance carriers. There was no impact on the consolidated statement of operations for the Federal Circuit affirmed the decisions issued in January 2003 by the District Court. Vicor believes that the District Court’s decisions, and the affirmation of these decisions by the Federal Circuit, strengthens its position regarding validityyear ended December 31, 2007 as a result of the patent, but reduces the cumulative amount of infringing power supplies and the corresponding amount of potential damages. The Federal Circuit has referred the proceedings back to the District Court for trials on validity of the Reset Patent and infringement and damages by Lucent, Tyco and Artesyn.settlement.
In the second quarter of 2005, the Company entered into a settlement agreement with Lambda Americas, Inc., successor to Lambda Electronics, Inc., under which the Company received a payment of $2,500,000 in full settlement of the Company’s Reset Patent claims against Lambda and which settled the lawsuit that the Company had filed against Lambda in June 2001. The full amount of the payment, net of a $250,000 contingency fee paid by the Company to its litigation counsel, has been included in gain(Gain) loss from litigation-related settlement,settlements, net in the accompanying consolidated statements of operations. The District Court has not yet set dates for the remaining trials. There can be no assurance that Vicor and VLT will ultimately prevail with respect to any of these claims or, if they prevail, as to the amount of damages that would be awarded.
In May 2004, Ericsson Wireless Communications, Inc. v. Vicor Corporation was filed in Superior Court of the State of California, County of San Diego. The plaintiff has brought an action against the Company claiming unspecified damages for failure of out-of warranty products previously purchased by it from the Company. In November 2004, Ericsson filed a First Amended Complaint adding claims against Exar Corporation, a former vendor of the Company. The Company filed cross-claims against Exar, and third-party claims against Rohm Device USA, LLC and Rohm Co., Ltd., the original manufacturer(s) of the component which Exar sold to the Company. The Company has denied the claims made against it and intends to vigorously defend the claims made against it.
On March 4, 2005, Exar filed a declaratory judgment action against Vicor in the Superior Court of the State of California, County of Santa Clara, in which Exar seeks a declaration by the Court that Exar is not obligated to reimburse or indemnify Vicor for any claims brought against Vicor for alleged damages incurred as a result of the use of Exar components in Vicor products. The Company has brought cross-claims against Exar, and third-party claims against Rohm Device USA, LLC and Rohm Co., Ltd., for declaratory judgment. The Company intends to vigorously assert its cross-claims against Exar.
On August 18, 2005, the Company filed an action in The Superior Court of the Commonwealth of Massachusetts, County of Essex (“the Court”) against Concurrent Computer Corporation (“Concurrent”) in response to a demand made by Concurrent in connection with breach of contract and breach of product warranty claims against the Company. On September 22, 2005, Concurrent filed a Demand For Arbitration with The American Arbitration Association. Concurrent is seeking $1,500,000 in replacement costs, plus incidental, consequential and any other damages to be determined. On March 8, 2006 the Court allowed Concurrent’s motion to compel arbitration. The Company has denied the claims made against it and intends to vigorously defend the claims made against it.
In addition, the Company is involved in certain other litigation and claims incidental to the conduct of its business. While the outcome of lawsuits and claims against the Company cannot be predicted with certainty,
46
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
13. | COMMITMENTS AND CONTINGENCIES (Continued) |
management does not expect any current litigation or claims to have a material adverse impact on the Company’s financial position or results of operations.
Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information” (FAS 131), establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in interim financial reports issued to stockholders. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker, or decision-making group, in making decisions on how to allocate resources and assess performance.
59
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 14. | SEGMENT INFORMATION (Continued) |
The Company’s accounting policies and method of presentation for segments is consistent with that used throughout the consolidated financial statements. Prior to 2007, the Company operated as one business segment.
Upon the incorporation of V*I Chip Corporation as a wholly-owned subsidiary of Vicor in April 2007, the Company has organized its business segments according to its key product lines. The Brick Business Unit segment (“BBU” or “Brick”) designs, develops, manufactures and markets the Company’s modular power converters and configurable products, and includes the operations of the Company’s Westcor division, Vicor Integration Architects (“VIAs”) and Vicor Japan Company, Ltd. (“VJCL”). The V*I Chip segment consists of V*I Chip Corporation, a wholly owned subsidiary which designs, develops, manufactures and markets the Company’s Factorized Power Architecture (“FPA”) products. The Picor segment consists of Picor Corporation, a majority-owned subsidiary of Vicor, which designs, develops, manufactures and markets Power Management Integrated Circuits and related products for use in a variety of power system applications. Picor develops these products to be sold as part of Vicor’s products or to third parties for separate applications.
The segments follow the same accounting policies as described in the Summary of Significant Accounting Policies described in Note 2 of the Notes to Consolidated Financial Statements. The effects of all intersegmentand/or intercompany transactions are eliminated in the consolidated financial statements.
The Company’s chief operating decision maker as defined under FAS 131,evaluates performance and allocates resources based on segment revenues and segment operating income (loss). The operating income (loss) for each segment includes selling, general and administrative and research and development expenses directly attributable to the segment. Certain of the Company’s indirect overhead costs, which include corporate selling, general and administrative expenses, are allocated among the segments based upon an estimate of costs associated with each segment. Assets allocated to each segment are based upon specific identification of such assets, which include accounts receivable, inventories, fixed assets and certain other assets. Corporate assets include cash, cash equivalents, short-term investments, land and buildings associated with operations in Massachusetts, deferred tax assets and other assets.
The following table provides significant segment financial data for the years ended December 31, 2007 and 2006:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Brick | | | V*I Chip | | | Picor | | | Corporate | | | Eliminations | | | Total | |
| |
2007: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenues | | $ | 185,828 | | | $ | 9,142 | | | $ | 4,908 | | | $ | — | | | $ | (4,051 | ) | | $ | 195,827 | |
| Income (loss) from operations | | | 25,642 | | | | (23,484 | ) | | | (2,571 | ) | | | 883 | | | | 601 | | | | 1,071 | |
| Total assets | | | 149,030 | | | | 13,738 | | | | 7,280 | | | | 107,420 | | | | (85,010 | ) | | | 192,458 | |
| Depreciation and amortization | | | 7,408 | | | | 2,097 | | | | 407 | | | | 1,707 | | | | — | | | | 11,619 | |
2006: | | | | | | | | | | | | | | | | | | | | | | | | |
| Net revenues | | $ | 188,482 | | | $ | 3,000 | | | $ | 4,878 | | | $ | 2 | | | $ | (4,315 | ) | | $ | 192,047 | |
| Income (loss) from operations | | | (7,014 | ) | | | (24,588 | ) | | | (1,027 | ) | | | (1,345 | ) | | | 792 | | | | (33,182 | ) |
| Total assets (as restated) | | | 129,959 | | | | 8,438 | | | | 7,431 | | | | 151,823 | | | | (50,190 | ) | | | 247,461 | |
| Depreciation and amortization | | | 9,624 | | | | 1,914 | | | | 327 | | | | 2,293 | | | | — | | | | 14,158 | |
The elimination for net revenues is principally related tointer-segment revenues of Picor from Brick and V*I Chip. The elimination for total assets is principally related to inter-segment receivables due to the chief executive officer. The Company operates in one industry segment:Brick
60
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 14. | SEGMENT INFORMATION (Continued) |
segment for the development, manufacturefunding of V*I Chip segment operations and salefor the purchase of power conversion componentsequipment by both V*I Chip and systems. Picor segments. Segment financial data was not available for the year ended December 31, 2005.
During 2005, 20042007, 2006 and 2003,2005, no customer accounted for more than 10% of net revenues. Export sales, as a percentage of total net revenues, were approximately 37% in 2007 and 2006, and 42%, 41% and 38% in 2005, 2004 and 2003, respectively. Export sales and receipts are recorded and received in U.S. dollars.
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47
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
| |
| 15. | QUARTERLY RESULTS OF OPERATIONS (Unaudited) |
The following table sets forth certain unaudited quarterly financial data (in thousands, except per share amounts):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | First | | | Second | | | Third | | | Fourth | | | Total | |
| | | | | | | | | | | | | | | | |
| 2005: | | | | | | | | | | | | | | | | | | | | |
| | Net revenues | | $ | 43,180 | | | $ | 44,579 | | | $ | 45,298 | | | $ | 46,294 | | | $ | 179,351 | |
| | Gross profit | | | 17,045 | | | | 15,579 | | | | 19,014 | | | | 19,769 | | | | 71,407 | |
| | Net income | | | 39 | | | | 89 | | | | 1,708 | | | | 2,080 | | | | 3,916 | |
| | Net income per share: | | | | | | | | | | | | | | | | | | | | |
| | | Basic and diluted | | | .00 | | | | .00 | | | | .04 | | | | .05 | | | | .09 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | First | | | Second | | | Third | | | Fourth | | | Total | |
| | | | | | | | | | | | | | | | |
| 2004: | | | | | | | | | | | | | | | | | | | | |
| | Net revenues | | $ | 42,521 | | | $ | 45,374 | | | $ | 43,048 | | | $ | 40,637 | | | $ | 171,580 | |
| | Gross profit | | | 15,000 | | | | 17,380 | | | | 16,231 | | | | 14,677 | | | | 63,288 | |
| | Net income (loss) | | | (1,190 | ) | | | 61 | | | | (572 | ) | | | (2,022 | ) | | | (3,723 | ) |
| | Net income (loss) per share: | | | | | | | | | | | | | | | | | | | | |
| | | Basic and diluted | | | (.03 | ) | | | .00 | | | | (.01 | ) | | | (.05 | ) | | | (.09 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| | | First | | | Second | | | Third | | | Fourth | | | Total | |
| |
| 2007: | | | | | | | | | | | | | | | | | | | | |
| Net revenues | | $ | 46,981 | | | $ | 47,206 | | | $ | 47,693 | | | $ | 53,947 | | | $ | 195,827 | |
| Gross profit | | | 20,227 | | | | 19,599 | | | | 17,904 | | | | 21,279 | | | | 79,009 | |
| Net income (as restated) | | | 2,321 | | | | 974 | | | | 543 | | | | 1,497 | | | | 5,335 | |
| Net income (as previously reported) | | | 2,402 | | | | 974 | | | | 543 | | | | 1,497 | | | | 5,335 | |
| Net income per share: | | | | | | | | | | | | | | | | | | | | |
| Basic and diluted | | | .06 | | | | .02 | | | | .01 | | | | .04 | | | | .13 | |
| Basic and diluted (as previously reported) | | | .06 | | | | .02 | | | | .01 | | | | .04 | | | | .13 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | First | | | Second | | | Third | | | Fourth | | | Total | |
| |
| 2006: | | | | | | | | | | | | | | | | | | | | |
| Net revenues | | $ | 47,872 | | | $ | 49,210 | | | $ | 46,932 | | | $ | 48,033 | | | $ | 192,047 | |
| Gross profit | | | 21,102 | | | | 21,109 | | | | 19,951 | | | | 19,674 | | | | 81,836 | |
| Net income (loss) (as restated) | | | 2,996 | | | | 2,782 | | | | 2,392 | | | | (37,229 | ) | | | (29,059 | ) |
| Net income (loss) (as previously reported) | | | 3,076 | | | | 2,874 | | | | 2,462 | | | | (38,150 | ) | | | (29,738 | ) |
| Net income (loss) per share: | | | | | | | | | | | | | | | | | | | | |
| Basic and diluted (as restated) | | | .07 | | | | .07 | | | | .06 | | | | (.90 | ) | | | (.69 | ) |
| Basic and diluted (as previously reported) | | | .07 | | | | .07 | | | | .06 | | | | (.92 | ) | | | (.71 | ) |
In the fourth quarter of 2007, the Company received a $718,000 reimbursement payment from its insurance carriers in connection with litigation with Concurrent Computer Corporation (see Part 1 —Item 3- Legal Proceedings), which reduced legal expense in the quarter.
On February 22, 2007, the Company announced that it has reached an agreement in principle with Ericsson, Inc., to settle a lawsuit brought by Ericsson against the Company in California state court. Under the terms of the settlement agreement, reached on February 16, 2007 after a Court ordered mediation, the Company agreed to pay $50.0 million to Ericsson, of which $12.8 million will be paid by the Company’s insurance carriers. Accordingly, the Company recorded a net loss of $37.2 million from litigation-related settlement in the fourth quarter of 2006.
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48
ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A —CONTROLS AND PROCEDURES
| |
| ITEM 9 — | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
| |
| ITEM 9A — | CONTROLS AND PROCEDURES |
Attached as exhibits to thisForm 10-K are certifications of Vicor’s Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“Interim CFO”), which are required in accordance withRule 13a-14 of the Exchange Act of 1934, as amended (the “Exchange Act”). This “Controls and Procedures” section includes information concerning the controls and controls evaluation referred to in the certifications. Part II, Item 9A(e) of this Form 10-K sets forth the report of Ernst & Young LLP, our independent registered public accounting firm, regarding its audit of Vicor’s internal control over financial reporting and of management’s assessment of internal control over financial reporting set forth below in this section. This section should be read in conjunction with the certifications and the Ernst & Young report for a more complete understanding of the topics presented.
| |
| (a) | Evaluation of disclosure controls and procedures. |
As required byRule 13a-15 under the Exchange Act, the Company’s management conducted an evaluation with the participation of the Company’s CEO and Interim CFO, regarding the effectiveness of the Company’s disclosure controls and procedures, as of the end of the last fiscal year. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. Based upon that evaluation, theour management, including our CEO and Interim CFO, has concluded that they believe the Company’sour disclosure controls and procedures are reasonablywere not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.forms because of the material weakness described in item (b) below. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. We intend to continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and we may from time to time make changes to the disclosure controls and procedures to enhance their effectiveness and to ensure that our systems evolve with our business.
| |
| (b) | Management Report on Internal Control Over Financial Reporting |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management assessed our internal control over financial reporting as of December 31, 2005,2007, the end of our fiscal year. Management based its assessment on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (“COSO”). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
49
Based on our assessment, management has concluded that our internal control over
As of December 31, 2007, the Company’s accounting department did not have sufficient experienced personnel and resources with the requisite technical skills to address complex and judgmental accounting, tax and financial reporting matters as part of its financial statement close process.
As a result, the Company’s financial statement close process was not effective as of December 31, 20052007 as it relates to provide reasonable assurance regarding the reliability ofevaluating and accounting for complex and judgmental accounting, tax and financial reporting matters, including accounting for the Company’s related-party investment in Great Wall Semiconductor
63
Corporation, accounting for income taxes, accounting for complex revenue transactions, and the preparationaccounting for judgmental accrued liabilities. Management views these matters as a material weakness as of December 31, 2007 as this control deficiency could have resulted in a material misstatement of our interim or annual consolidated financial statements for externalthat would not have been prevented or detected in a timely manner.
Because of the material weakness discussed above, management has concluded that the Company did not maintain effective control over financial reporting purposesas of December 31, 2007, based on the criteria in accordance with generally accepted accounting principles.the Internal Control — Integrated Framework issued by COSO.
Our independent registered public accounting firm, Ernst & Young LLP, audited management’s assessment and independently assessed the effectiveness of the Company’s internal control over financial reporting. Ernst & Young has issued an attestation report which is included at Item 9A(e) of thisForm 10-K.
| |
| (c) | Inherent Limitations on Effectiveness of Controls |
The Company’s management, including the CEO and Interim CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
| |
| (d) | Change in Internal Control Over Financial Reporting |
There
Other than the items noted below, there was no change in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended December 31, 20052007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Our remediation efforts related to the material weakness which existed as of December 31, 2006 and noted in Item 9A(b) of the 2006 Annual Report onForm 10-K filed on March 15, 2007 were not complete, though certain objectives under the Company’s remediation plan were accomplished in 2007. This included the addition of two individuals to the accounting staff. One individual began working with the Company in June 2007 and the second individual, a new Vice President, Corporate Controller, began working with the Company at the end of August 2007. In a separate development, though, in December 2007 the Company announced that Mark A. Glazer, Chief Financial Officer, Treasurer, and Secretary transitioned to the position of Vice President of Treasury Services. Richard J. Nagel, Jr., Vice President, Chief Accounting Officer assumed the role of Interim Chief Financial Officer. The Company is in the process of a search for a new Chief Financial Officer, which it expects will take several months to complete.
We have implemented or intend to implement during fiscal 2008, the following measures to remediate the material weakness in internal control over financial reporting noted in Item 9A(b) above:
| | |
| • | Complete the process of hiring a new Chief Financial Officer. |
|
| • | Perform an overall assessment of the staffing requirements for the accounting department and add resources to our corporate accounting function to assist in evaluating complex and judgmental accounting, tax and financial reporting issues. |
As of March 17, 2008, our remediation efforts related to the material weakness which existed as of December 31, 2007 were not complete. Our efforts to remediate the material weakness will continue during fiscal 2008.
64
| |
| (e) | Report of Independent Registered Public Accounting Firm |
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Vicor Corporation
We have audited management’s assessment, included in the accompanying Management Report on Internal Control Over Financial Reporting, that Vicor Corporation maintained effectiveCorporation’s internal control over financial reporting as of December 31, 2005,2007, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Vicor Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. As of December 31, 2007, the Company’s accounting department did not have sufficient experienced personnel and resources with the requisite technical skills to address complex and judgmental accounting, tax and financial reporting matters as part of its financial statement close process. As a result, the Company’s financial statement close process was not effective as of December 31, 2007 as it relates to evaluating and accounting for complex and judgmental accounting, tax and financial reporting matters, including accounting for the Company’s related-party investment in Great Wall Semiconductor Corporation, accounting for income taxes, accounting for complex revenue transactions and accounting for judgmental accrued liabilities. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2007 consolidated financial statements, and this report does not affect our report dated March 14, 2008 on those consolidated financial statements.
In our opinion, management’s assessment thatbecause of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Vicor Corporation has not maintained effective internal control over financial reporting as of December 31, 2005, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Vicor Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2005,2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Vicor Corporation as of December 31, 2005 and 2004 and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2005 of Vicor Corporation and our report dated
Boston, Massachusetts
March 9, 2006 expressed an unqualified opinion thereon.14, 2008
65
| |
| ITEM 9B — | /s/ Ernst & Young LLPOTHER INFORMATION |
Boston, Massachusetts
March 9, 2006
51
ITEM 9B —OTHER INFORMATION
None.
PART III
| |
| ITEM 10 — | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
Incorporated by reference from the Company’s Definitive Proxy Statement for its 20062008 annual meeting of stockholders.
| |
| ITEM 11 — | EXECUTIVE COMPENSATION |
Incorporated by reference from the Company’s Definitive Proxy Statement for its 20062008 annual meeting of stockholders.
| |
| ITEM 12 — | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Incorporated by reference from the Company’s Definitive Proxy Statement for its 20062008 annual meeting of stockholders.
| |
| ITEM 13 — | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Incorporated by reference from the Company’s Definitive Proxy Statement for its 20062008 annual meeting of stockholders.
| |
| ITEM 14 — | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Incorporated by reference from the Company’s Definitive Proxy Statement for its 20062008 annual meeting of stockholders.
PART IV
| |
| ITEM 15 — | EXHIBITS AND FINANCIAL STATEMENTS |
(a) (1)Financial Statements
See index in Item 8
(a) (2)Schedules
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.
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(b) Exhibits
| | | | | | | |
| Exhibits | | | | Description of Document |
| | | | | |
| | 3 | .1 | | • | | Restated Certificate of Incorporation, dated February 28, 1990(1) |
| | 3 | .2 | | • | | Certificate of Ownership and Merger Merging Westcor Corporation, a Delaware Corporation, into Vicor Corporation, a Delaware Corporation, dated December 3, 1990(1) |
| | 3 | .3 | | • | | Certificate of Amendment of Restated Certificate of Incorporation, dated May 10, 1991(1) |
| | 3 | .4 | | • | | Certificate of Amendment of Restated Certificate of Incorporation, dated June 23, 1992(1) |
| | 3 | .5 | | • | | Bylaws, as amended(1) |
| | 4 | .1 | | • | | Specimen Common Stock Certificate(2) |
| | 10 | .1 | | • | | 1984 Stock Option Plan of the Company, as amended(2) |
| | 10 | .2 | | • | | 1993 Stock Option Plan(3) |
| | 10 | .3 | | • | | 1998 Stock Option and Incentive Plan(4) |
| | 10 | .4 | | • | | Amended and Restated 2000 Stock Option and Incentive Plan(5) |
| | 10 | .5 | | • | | Form of Non-Qualified Stock Option under the Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan(6) |
| | 10 | .6 | | • | | Sales Incentive Plan(7) |
| | 10 | .7 | | • | | Picor Corporation 2001 Stock Option and Incentive Plan(8) |
| | 10 | .8 | | • | | Form of Non-Qualified Stock Option under the Picor Corporation 2001 Stock Option and Incentive Plan(8) |
| | 21 | .1 | | • | | Subsidiaries of the Company(8) |
| | 23 | .1 | | • | | Consent of Independent Registered Public Accounting Firm(8) |
| | 31 | .1 | | • | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934(8) |
| | 31 | .2 | | • | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934(8) |
| | 32 | .1 | | • | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(8) |
| | 32 | .2 | | • | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(8) |
| | | | | |
Exhibits | | Description of Document |
| |
| | 3 | .1 | | • Restated Certificate of Incorporation, dated February 28, 1990(1) |
| | 3 | .2 | | • Certificate of Ownership and Merger Merging Westcor Corporation, a Delaware Corporation, into Vicor Corporation, a Delaware Corporation, dated December 3, 1990(1) |
| | 3 | .3 | | • Certificate of Amendment of Restated Certificate of Incorporation, dated May 10, 1991(1) |
| | 3 | .4 | | • Certificate of Amendment of Restated Certificate of Incorporation, dated June 23, 1992(1) |
| | 3 | .5 | | • Bylaws, as amended(9) |
| | 4 | .1 | | • Specimen Common Stock Certificate(2) |
| | 10 | .1 | | • 1984 Stock Option Plan of the Company, as amended(2) |
| | 10 | .2 | | • 1993 Stock Option Plan(3) |
| | 10 | .3 | | • 1998 Stock Option and Incentive Plan(4) |
| | 10 | .4 | | • Amended and Restated 2000 Stock Option and Incentive Plan(5) |
| | 10 | .5 | | • Form of Non-Qualified Stock Option under the Vicor Corporation Amended and Restated 2000 Stock Option and Incentive Plan(6) |
| | 10 | .6 | | • Sales Incentive Plan(7) |
| | 10 | .7 | | • Picor Corporation 2001 Stock Option and Incentive Plan(8) |
| | 10 | .8 | | • Form of Non-Qualified Stock Option under the Picor Corporation 2001 Stock Option and Incentive Plan(8) |
| | | | | |
| | 10 | .9 | | • V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan(11) |
| | 10 | .10 | | • Form of Non-Qualified Stock Option Agreement under the V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan(10) |
| | 10 | .11 | | • Form of Incentive Stock Option Agreement under the V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan(11) |
| | 10 | .12 | | • Form of Stock Restriction Agreement under the V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan(11) |
| | 21 | .1 | | • Subsidiaries of the Company(12) |
| | 23 | .1 | | • Consent of Independent Registered Public Accounting Firm(12) |
| | 31 | .1 | | • Certification of Chief Executive Officer pursuant toRule 13a-14(a) of the Securities Exchange Act of 1934(12) |
| | 31 | .2 | | • Certification of Chief Financial Officer pursuant toRule 13a-14(a) of the Securities Exchange Act of 1934(12) |
| | 32 | .1 | | • Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(12) |
| | 32 | .2 | | • Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(12) |
| | |
| (1) | | Filed as an exhibit to the Company’s Annual Report onForm 10-K filed on March 29, 2001 and incorporated herein by reference. |
| |
| (2) | | Filed as an exhibit to the Company’s Registration Statement on Form 10, as amended, under the Securities Exchange Act of 1934 (FileNo. 0-18277), and incorporated herein by reference. |
| |
| (3) | | Filed as an exhibit to the Company’s Registration Statement onForm S-8, as amended, under the Securities Act of 1933 (No. (No. 33-65154), and incorporated herein by reference. |
| |
| (4) | | Filed as an exhibit to the Company’s Registration Statement onForm S-8, as amended, under the Securities Act of 1933 (No. (No. 333-61177), and incorporated herein by reference. |
| |
| (5) | | Filed as an exhibit to the Company’s Proxy Statement for use in connection with its 2002 Annual Meeting of Stockholders, which was filed on April 29, 2002, and incorporated herein by reference. |
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| (6) | | Filed as an exhibit to the Company’s Quarterly Report onForm 10-Q filed on November 4, 2004 and incorporated herein by reference. |
| |
| (7) | | Filed as an exhibit to the Company’s Annual Report onForm 10-K filed on March 16, 2005 and incorporated herein by reference. |
|
| (8) | | Filed as an exhibit to the Company’s Annual Report onForm 10-K filed on March 14, 2006 and incorporated herein by reference. |
|
| (9) | | Filed as an exhibit to the Company’s Quarterly Report onForm 10-Q filed on November 8, 2006 and incorporated herein by reference. |
|
| (10) | | Filed as an exhibit to the Company’s Current Report onForm 8-K, dated June 6, 2007 and incorporated herein by reference. |
|
| (11) | | Filed as an exhibit to the Company’s Current Report andForm 8-K, dated March 6, 2008 incorporated herein by reference. |
|
| (12) | | Filed herewith. |
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VICOR CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2005, 20042007, 2006 and 20032005
| | | | | | | | | | | | | | | | | |
| | | | | (Credit) Charge | | | | | |
| | | Balance at | | | to Costs and | | | Other Charges, | | | Balance at End | |
| Description | | Beginning of Period | | | Expenses | | | Deductions(1) | | | of Period | |
| | | | | | | | | | | | | |
| 2005 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 468,000 | | | $ | 195,000 | | | $ | (28,000 | ) | | $ | 635,000 | |
| 2004 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 807,000 | | | $ | (217,000 | ) | | $ | (122,000 | ) | | $ | 468,000 | |
| 2003 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 648,000 | | | $ | 161,000 | | | $ | (2,000 | ) | | $ | 807,000 | |
| | | | | | | | | | | | | | | | | |
| | | | | | (Credit) Charge
| | | | | | | |
| | | Balance at
| | | to Costs and
| | | Other Charges,
| | | Balance at
| |
Description | | Beginning of Period | | | Expenses | | | Deductions(1) | | | End of Period | |
| |
| 2007 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 583,000 | | | $ | 246,000 | | | $ | (431,000 | ) | | $ | 398,000 | |
| 2006 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 635,000 | | | $ | 96,000 | | | $ | (148,000 | ) | | $ | 583,000 | |
| 2005 | | | | | | | | | | | | | | | | |
| Allowance for doubtful accounts | | $ | 468,000 | | | $ | 195,000 | | | $ | (28,000 | ) | | $ | 635,000 | |
| | |
| (1) | | Reflects uncollectible accounts written off, net of recoveries. |
| | | | | | | | | | | | | | | | | |
| | | | | (Credit) Charge | | | | | |
| | | Balance at | | | to Costs and | | | Other Charges, | | | Balance at End | |
| Description | | Beginning of Period | | | Expenses | | | Deductions(2) | | | of Period | |
| | | | | | | | | | | | | |
| 2005 | | | | | | | | | | | | | | | | |
| Inventory reserves | | $ | 7,844,000 | | | $ | 4,777,000 | | | $ | (1,930,000 | ) | | $ | 10,691,000 | |
| 2004 | | | | | | | | | | | | | | | | |
| Inventory reserves | | $ | 8,051,000 | | | $ | 1,079,000 | | | $ | (1,286,000 | ) | | $ | 7,844,000 | |
| 2003 | | | | | | | | | | | | | | | | |
| Inventory reserves | | $ | 7,562,000 | | | $ | 1,966,000 | | | $ | (1,477,000 | ) | | $ | 8,051,000 | |
| | | | | | | | | | | | | | | | | |
| | | | | | (Credit) Charge
| | | Other
| | | | |
| | | Balance at
| | | to Costs and
| | | Charges,
| | | Balance at
| |
Description | | Beginning of Period | | | Expenses | | | Deductions(2) | | | End of Period | |
| |
| 2007 | | | | | | | | | | | | | | | | |
| Inventory reserves | | $ | 8,363,000 | | | $ | 1,075,000 | | | $ | (1,792,000 | ) | | $ | 7,646,000 | |
| 2006 | | | | | | | | | | | | | | | | |
| Inventory reserves | | $ | 10,691,000 | | | $ | 702,000 | | | $ | (3,030,000 | ) | | $ | 8,363,000 | |
| 2005 | | | | | | | | | | | | | | | | |
| Inventory reserves | | $ | 7,844,000 | | | $ | 4,777,000 | | | $ | (1,930,000 | ) | | $ | 10,691,000 | |
| | |
| (2) | | Reflects amounts associated with inventory that have been discarded or sold. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Vicor Corporation
| | |
| | By: | /s/ Mark A. GlazerRichard J. Nagel, Jr. |
| |
| |
| Mark A. Glazer |
| Chief Financial Officer |
Richard J. Nagel, Jr.
Interim Chief Financial Officer
Vice President, Chief Accounting Officer
Dated: March 13, 200617, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| | | | | | | |
Signature | | Title | | Date |
|
| | | | | |
|
/s/ Patrizio Vinciarelli
Patrizio Vinciarelli | | President, Chief Executive Officer
and Chairman of the Board
(Principal (Principal Executive Officer) | | March 13, 200617, 2008 |
| |
/s/ Mark A. Glazer
Mark A. Glazer | | | |
/s/ Richard J. Nagel, Jr.
Richard J. Nagel, Jr. | | Interim Chief Financial Officer
(Principal Vice President, Chief Accounting Officer (Principal Financial Officer
and Principal Accounting Officer) | | March 13, 200617, 2008 |
| | | | | |
/s/ Estia J. Eichten
Estia J. Eichten | | Director | | March 13, 200617, 2008 |
| | | | | |
/s/ David T. Riddiford
David T. Riddiford | | Director | | March 13, 200617, 2008 |
| |
/s/ Jay M. Prager
Jay M. Prager | | Director | | March 13, 2006 |
| |
/s/ Barry Kelleher
Barry Kelleher | | Director | | March 13, 200617, 2008 |
| |
/s/ M. Michael Ansour
M. Michael Ansour | | Director | | March 13, 2006 |
| |
/s/ Samuel Anderson
Samuel Anderson | | Director | | March 13, 200617, 2008 |
| | | | |
/s/ Claudio Tuozzolo
Claudio Tuozzolo | | Director | | March 17, 2008 |
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