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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
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--- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
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Commission File Number 0-18277
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VICOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2742817
(State of Incorporation) (IRS Employer Identification Number)
25 Frontage Road, Andover, Massachusetts 01810
(Address of registrant's principal executive office)
(978) 470-2900
(Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of June 30, 1999.
Common Stock, $.01 par value ----------------29,278,689
Class B Common Stock, $.01 par value ------------12,074,309
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VICOR CORPORATION
INDEX TO FORM 10-Q
Page
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Part I - Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet at 1
June 30, 1999 and December 31, 1998
Condensed Consolidated Statement of Income 2
for the quarters ended June 30, 1999 and 1998 and
for the six months ended June 30, 1999 and 1998
Condensed Consolidated Statement of Cash Flows 3
for the six months ended June 30, 1999 and 1998
Notes to Condensed Consolidated Financial 4-5
Statements
Item 2 - Management's Discussion and Analysis of 6-10
Financial Condition and Results of Operations
Part II - Other Information:
Item 1 - Legal Proceedings 11
Item 2 - Changes in Securities 11
Item 3 - Defaults Upon Senior Securities 11
Item 4 - Submission of Matters to a Vote of 11
Security Holders
Item 5 - Other Information 11
Item 6 - Exhibits and Reports on Form 8-K 11
Signature(s) 12
FORM 10-Q
PART 1
ITEM 1
PAGE 1
VICOR CORPORATION
Condensed Consolidated Balance Sheet
(In thousands)
(Unaudited)
June 30, 1999 December 31, 1998
------------- -----------------
Assets
Current assets:
Cash and cash equivalents $ 48,993 $ 58,897
Accounts receivable, net 30,572 28,245
Inventories, net 28,284 29,470
Other current assets 4,899 5,071
------- -------
Total current assets 112,748 121,683
Property, plant and equipment, net 109,536 111,074
Notes receivable 9,169 9,091
Other assets 9,679 7,703
--------- ---------
$ 241,132 $ 249,551
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Amounts due for assets acquired $ 5,333 $ 16,000
Accounts payable 7,987 9,919
Accrued liabilities 12,595 11,170
------ ------
Total current liabilities 25,915 37,089
Deferred income taxes 3,203 3,203
Stockholders' equity:
Preferred Stock -- --
Class B Common Stock 121 121
Common Stock 343 342
Additional paid-in capital 101,161 100,255
Retained earnings 174,724 166,891
Accumulated other comprehensive income (loss) (161) 349
Treasury stock, at cost (64,174) (58,699)
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Total stockholders' equity 212,014 209,259
--------- ---------
$ 241,132 $ 249,551
========= =========
Note: The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
FORM 10-Q
PART I
ITEM 1
PAGE 2
VICOR CORPORATION
Condensed Consolidated Statement of Income
(In thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
Product $42,446 $40,157 $76,842 $81,992
License 2,362 1,561 9,930 2,918
------- ------- ------- -------
44,808 41,718 86,772 84,910
Costs and expenses:
Cost of revenue 26,007 22,878 49,283 45,323
Selling, general and administrative 8,554 8,576 17,443 16,893
Research and development 4,869 5,178 10,020 10,694
------- ------ ------ ------
39,430 36,632 76,746 72,910
------ ------ ------ ------
Income from operations 5,378 5,086 10,026 12,000
Other income 752 1,310 1,494 2,722
----- ----- ----- -----
Income before income taxes 6,130 6,396 11,520 14,722
Provision for income taxes 1,962 2,241 3,687 5,152
------- ------- ------- -------
Net income $ 4,168 $ 4,155 $ 7,833 $ 9,570
======= ======= ======= =======
Net income per common share:
Basic $ 0.10 $ 0.10 $ 0.19 $ 0.22
Diluted $ 0.10 $ 0.10 $ 0.19 $ 0.22
Shares used to compute net income per share:
Basic 41,328 42,547 41,429 42,721
Diluted 42,155 43,019 42,040 43,358
See accompanying notes.
FORM 10-Q
PART I
ITEM 1
PAGE 3
VICOR CORPORATION
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
Six Months Ended
----------------
June 30, 1999 June 30, 1998
------------- -------------
Operating activities:
Net income $ 7,833 $ 9,570
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 7,594 5,219
(Gain)loss on disposal of equipment 75 (24)
Change in current assets and
liabilities, net (12,320) 3,555
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Net cash provided by operating activities 3,182 18,320
Investing activities:
Additions to property, plant and equipment (7,346) (17,966)
Proceeds from sale of equipment 17 41
Increase in notes receivable (78) (21)
Increase in other assets (814) (2,874)
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Net cash used in investing activities (8,221) (20,820)
Financing activities:
Tax benefit relating to stock option plans 211 611
Proceeds from issuance of Common Stock 696 1,483
Acquisitions of treasury stock (5,475) (13,537)
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Net cash used in financing activities (4,568) (11,443)
Effect of foreign exchange rates on cash (297) --
-------- --------
Net decrease in cash and cash equivalents (9,904) (13,943)
Cash and cash equivalents at beginning of period 58,897 84,859
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Cash and cash equivalents at end of period $ 48,993 $ 70,916
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See accompanying notes.
FORM 10-Q
PART I
ITEM 1
PAGE 4
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
June 30, 1999
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments (consisting of only normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three- and six- months periods ended June
30, 1999 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1999. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
audited financial statements for the year ended December 31, 1998, contained in
the Company's annual report filed on Form 10-K (File No. 0-18277) with the
Securities and Exchange Commission.
2. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted income per
share for the three and six months ended June 30 (in thousands, except per share
amounts):
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
1999 1998 1999 1998
---- ---- ---- ----
Net Income $ 4,168 $ 4,155 $ 7,833 $ 9,570
======= ======= ======= =======
Denominator:
Denominator for basic income
per share-weighted average shares 41,328 42,547 41,429 42,721
Effect of dilutive securities:
Employee stock options 827 472 611 637
------ ------ ------ ------
Denominator for diluted income per share-
adjusted weighted-average shares and
assumed conversions 42,155 43,019 42,040 43,358
====== ====== ====== ======
Basic income per share $ 0.10 $ 0.10 $ 0.19 $ 0.22
======= ======= ======= =======
Diluted income per share $ 0.10 $ 0.10 $ 0.19 $ 0.22
======= ======= ======= =======
FORM 10-Q
PART I
ITEM 1
PAGE 5
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
June 30, 1999
(Continued)
3. INVENTORIES
Inventories are valued at the lower of cost (determined using the first-in,
first-out method) or market. Inventories were as follows as of June 30, 1999 and
December 31, 1998 (in thousands):
June 30, 1999 December 31, 1998
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Raw materials .................. $17,151 $19,084
Work-in-process ................ 5,971 4,334
Finished goods ................. 5,162 6,052
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$28,284 $29,470
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4. COMPREHENSIVE INCOME
Total comprehensive income was $3,892,000 and $7,323,000 for the three and six
months ended June 30, 1999 and $4,155,000 and $9,570,000 for the three and six
months ended June 30, 1998. Other comprehensive income consisted of adjustments
for foreign currency translation losses in the amounts of $276,000 and $510,000
for the three and six months ended June 30, 1999.
FORM 10-Q
PART I
ITEM 2
PAGE 6
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
June 30, 1999
Except for historical information contained herein, some matters discussed in
this report constitute 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 the risk
factors set forth in this report and in the Company's Annual Report on Form 10-K
for the year ended December 31, 1998. Reference is made in particular to the
discussions set forth below in this Report under "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and set forth in the
Annual Report on Form 10-K under Item 1 -- "Business -- Second-Generation
Automated Manufacturing Line," "--Competition," "--Patents," and "--Licensing,"
and under Item 7 -- "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998
Net revenues for the second quarter of 1999 were $44,808,000, an increase of
$3,090,000 (7.4%) as compared to $41,718,000 for the same period a year ago. The
growth in net revenues resulted primarily from a net increase of unit shipments
of standard and custom products of approximately $2,300,000 and an increase in
license revenue of approximately $800,000.
Gross margin decreased $39,000 (0.2%) to $18,801,000 from $18,840,000, and
decreased as a percentage of net revenues from 45.2% to 42.0%. The primary
components of the decrease in gross margin dollars and percentage were
attributable to changes in the revenue mix.
Selling, general and administrative expenses were $8,554,000 for the period, a
decrease of $22,000 (0.3%) over the same period in 1998. As a percentage of net
revenues, selling, general and administrative expenses decreased to 19.1% from
20.6%. The principal components of the $22,000 decrease were $634,000 (54.5%) of
decreased advertising costs, a $188,000 (5.5%) decrease in compensation expense
and a decrease of $105,000 (8.4%) in sales commission expense. The principal
component offsetting the above decreases were $853,000 of new expenses incurred
by Vicor Japan Company Ltd. ("VJCL"), which began operations in July 1998.
Research and development expenses decreased $309,000 (6.0%) to $4,869,000 and
decreased as a percentage of net revenues to 10.9% from 12.4%. The principal
component of the $309,000 decrease was $850,000 (25.6%) of decreased
compensation expense in the research and development departments due to these
departments transitioning from research and development to manufacturing cost
centers which are charged to cost of sales and which are primarily related to
the second-generation product line. The principal components offsetting the
above decrease were $298,000 of new research and development costs associated
with the operations of VJCL and $84,000 (12.4%) of increased project material
costs.
FORM 10-Q
PART I
ITEM 2
PAGE 7
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
June 30, 1999
(continued)
Other income decreased $558,000 (42.6%) from the same period a year ago, to
$752,000. Other income is primarily comprised of interest income derived from
invested cash and cash equivalents, as well as a note receivable associated with
the Company's real estate transaction. Interest income decreased primarily due
to a decrease in cash and cash equivalent balances and a decrease in average
interest rates.
Income before income taxes was $6,130,000, a decrease of $266,000 (4.2%)
compared to the same period in 1998. As a percentage of net revenues, income
before income taxes decreased from 15.3% to 13.7% primarily due to the decrease
in other income as discussed above.
The effective tax rate for the second quarter of 1999 was 32%, compared to 35%
for the same period in 1998. The decrease in the effective tax rate was due to
the impact of expected tax credits in 1999.
Net income per share (diluted) was $.10 for the second quarters of 1999 and
1998.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998
Net revenues for the first six months of 1999 were $86,772,000, an increase of
$1,862,000 (2.2%) as compared to $84,910,000 for the same period a year ago. The
growth in net revenues resulted primarily from an increase in license revenue of
approximately $7,000,000 offset by a decrease in unit shipments of standard and
custom products of approximately $5,100,000. The increase in license revenue was
primarily due to a non-recurring payment from a licensee for past use of Vicor's
intellectual property.
Gross margin decreased $2,098,000 (5.3%) to $37,489,000 from $39,587,000, and
decreased as a percentage of net revenues from 46.6% to 43.2%. The primary
components of the decrease in gross margin dollars and percentage were
attributable to the increase in depreciation on the second-generation automated
production line for the first six months of 1999 of approximately $1,500,000 as
compared to the same period a year ago, changes in the revenue mix and to a
non-recurring charge of $700,000 in the first quarter of 1999 for exit costs in
connection with the relocation of certain manufacturing operations from a leased
facility to the Company's owned manufacturing facility at Federal Street in
Andover, Massachusetts. The gross margins for the remainder of 1999 will
continue to be negatively impacted by the depreciation of the second-generation
automated production line until higher production volumes and higher yield
levels are attained.
Selling, general and administrative expenses were $17,443,000 for the period, an
increase of $550,000 (3.3%) over the same period in 1998. As a percentage of net
revenues, selling, general and administrative expenses increased to 20.1% from
19.9%. The principal components of the $550,000 increase were $1,660,000 of
expenses incurred by VJCL and $458,000 (112.1%) of increased legal expense. The
principal components offsetting the above increases were a decrease of $894,000
(48.4%) in advertising costs and a decrease of $456,000 (18.0%) in sales
commission expense.
Research and development expenses decreased $674,000 (6.3%) to $10,020,000 and
decreased as a percentage of net revenues to 11.5% from 12.6%. The principal
components of the $674,000 decrease were $1,837,000 (28.8%) of decreased
compensation expense in the research and development departments due to these
departments transitioning from research and development to manufacturing cost
centers which are charged to cost of sales and which are primarily related to
the second generation production line. The principal components offsetting the
above decrease were $591,000 of research and development expense associated with
the operations of VJCL and $249,000 (13.2%) of increased project material costs.
FORM 10-Q
PART I
ITEM 2
PAGE 8
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
June 30, 1999
(continued)
Other income decreased $1,228,000 (45.1%) from the same period a year ago, to
$1,494,000. Other income is primarily comprised of interest income derived from
invested cash and cash equivalents, as well as a note receivable associated with
the Company's real estate transaction. Interest income decreased primarily due
to a decrease in cash and cash equivalent balances and a decrease in average
interest rates.
Income before income taxes was $11,520,000, a decrease of $3,202,000 (21.7%)
compared to the same period in 1998. As a percentage of net revenues, income
before income taxes decreased from 17.3.% to 13.3% primarily due to the gross
margin decrease and the decrease in other income as discussed above.
The effective tax rate for the six months ended June 30, 1999 was 32%, compared
to 35% for the same period in 1998. The decrease in the effective tax rate was
due to the impact of expected tax credits in 1999.
Net income per share (diluted) was $.19 for the six months ended June 30, 1999,
compared to $.22 for the same period in 1998, a decrease of $.03 (13.6%).
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1999 the Company had $48,993,000 in cash and cash equivalents. The
ratio of current assets to current liabilities was 4.4:1 compared to 3.3:1 at
December 31, 1998. Working capital increased $2,239,000, from $84,594,000 at
December 31, 1998 to $86,833,000 at June 30, 1999. The primary factors affecting
the working capital increase were a decrease in current liabilities of
$11,174,000 offset by a decrease in cash of $9,904,000. The primary uses of cash
for the first six months of 1999 were for additions to property and equipment of
$7,346,000 and the acquisition of treasury stock of $5,475,000.
The Company plans to make continuing investments in manufacturing equipment,
much of which is built internally. The internal construction of manufacturing
machinery, in order to provide for additional manufacturing capacity, is a
practice which the Company expects to continue over the next several years.
The Company has an unused line of credit with a bank under which the Company may
borrow up to $4,000,000 on a revolving credit basis. The Company believes that
cash generated from operations and the total of its cash and cash equivalents,
together with other sources of liquidity, will be sufficient to fund planned
operations and capital equipment purchases for the foreseeable future. At June
30, 1999, the Company had approximately $400,000 of capital expenditure
commitments.
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 significant during the last three fiscal years.
FORM 10-Q
PART I
ITEM 2
PAGE 9
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
June 30, 1999
(continued)
YEAR 2000 READINESS DISCLOSURE
The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness Disclosure Act of
1998.
Vicor has formed an internal Year 2000 compliance team to evaluate its internal
facilities, engineering and manufacturing processes, and business information
systems with respect to Year 2000 compliance. The evaluation has included both
Information Technology ("IT") systems and non-IT systems, and the products and
systems of the Company's significant suppliers. The Company has initiated formal
communications with all of its significant suppliers and large customers to
determine the extent to which the Company is vulnerable to those third parties'
failures to remediate their Year 2000 issues. The Company does not believe that
it has any exposure to contingencies related to the Year 2000 issue for the
products it has sold.
The compliance team is using the following phased approach to Year 2000
readiness: internal inventory, vendor questionnaires, assessment, planning
(which involves establishing timetables and cost estimates), remediation and
testing. The internal inventories for both IT and non-IT systems have been
completed. Vendor questionnaires for both IT and non-IT systems have been
circulated and responses have been received and reviewed. Vicor is continuing to
work closely with its critical vendors to ensure compliance. The remediation,
testing and implementation phases have been completed for Vicor's business
systems during the second quarter of 1999 as planned. The remediation, testing
and implementation phases for non-IT systems are planned for the third quarter
of 1999.
Vicor's current primary business information system was known to be
non-compliant and a vendor was selected to assist the Company in bringing this
system into compliance. The system was brought into compliance and tested during
the first quarter of 1999, and was placed into production in the second quarter,
as planned. In addition, the Company is proceeding with the phased installation
of a new Enterprise Resource Planning (ERP) system which will replace the
upgraded, Year 2000 compliant primary business information system. The
installation of the Year 2000 compliant ERP system is not necessary for the
Company to achieve Year 2000 compliance with respect to its business information
system and such ERP system will not be fully installed by December 31, 1999.
Phases of this installation have been delayed due to other Year 2000 compliance
efforts.
The total external cost of the Year 2000 project is estimated to be $6.0
million, of which a significant portion is for the new ERP system. Internal
costs are not considered to be incremental, and are therefore not included in
the amount. Of the total project cost, approximately $2.2 million will be
capitalized for the purchase of new software and hardware enhancements. The
balance of $3.8 million will be expensed as incurred through January 1, 2001 and
is not expected to have a material effect on the results of operations. All of
these costs incurred after January 1, 2000 will be related only to the new ERP
system. Through June 30, 1999, the Company has incurred approximately $2.9
million ($1.1 million expensed and $1.8 million capitalized), of which
approximately $300,000 was incurred in the first six months of 1999 ($100,000
expensed and $200,000 capitalized).
FORM 10-Q
PART I
ITEM 2
PAGE 10
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
June 30, 1999
(continued)
The Company presently believes that the Year 2000 issue will not pose
significant operational problems. However, the future Year 2000 compliance
within Vicor is dependent on certain key personnel, and on vendors' equipment
and internal systems. Therefore, unresolved Year 2000 issues remain a
possibility. As a result, Year 2000 issues could have a significant impact on
the Company's operations and its financial results if modifications cannot be
completed on a timely basis, unforeseen needs or problems arise, or if systems
operated by third parties (including municipalities and utilities) are not Year
2000 compliant. The Company currently believes that its most reasonably likely
worst case Year 2000 scenario would relate to failures with external
infrastructures such as utilities, telecommunications and transportation
systems, over which the Company has limited or no control. The Company has not
analyzed the potential consequences to the results of operations, liquidity and
financial condition of such a scenario. At present, the Company believes that it
understands and has resources to remediate any remaining Year 2000 issues. The
Company is continuing to consider the need for a formal contingency plan.
The estimates and conclusions set forth herein regarding Year 2000 compliance
contain forward-looking statements and are based on management's estimates of
future events and information provided by third parties. There can be no
assurance that such estimates and information will prove to be accurate. All
forward-looking statements involve a number of risks and uncertainties that
could cause the actual results to differ materially from the projected results.
Risks to completing the Year 2000 project include the availability of resources,
the Company's ability to discover and correct potential Year 2000 problems and
the ability of suppliers and other third parties to bring their systems into
Year 2000 compliance.
FORM 10-Q
PART II
ITEM 1-6
PAGE 11
VICOR CORPORATION
Part II - Other Information
June 30, 1999
ITEM 1 - LEGAL PROCEEDINGS
The Company is involved in certain litigation incidental to the conduct of its
business. While the outcome of lawsuits against the Company cannot be predicted
with certainty, management does not expect any current litigation to have a
material adverse impact on the Company.
ITEM 2 - CHANGES IN SECURITIES
Not applicable.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The 1999 Annual Meeting of Stockholders of the Company was held on June 24,
1999. All nominees of the Board of Directors of the Company were re-elected for
a one year term. Votes were cast in the election of the directors as follows:
Nominee Votes for Votes Withheld
------- --------- --------------
Patrizio Vinciarelli 135,332,015 208,106
Estia J. Eichten 135,331,626 208,495
Barry Kelleher 135,330,126 209,995
Jay M. Prager 135,330,926 209,195
David T. Riddiford 135,343,926 196,195
M. Michael Ansour 135,344,126 195,995
There were 0 broker non-votes and 0 abstentions on this proposal.
ITEM 5 - OTHER INFORMATION
Not applicable.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits - 27.1 Financial Data Schedule
b. Reports on Form 8-K - none.
FORM 10-Q
PART II
PAGE 12
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VICOR CORPORATION
Date: August 5, 1999 By: /s/ Patrizio Vinciarelli
--------------------------
Patrizio Vinciarelli
President and Chairman
of the Board
Date: August 5, 1999 By: /s/ Mark A. Glazer
--------------------------
Mark A. Glazer
Chief Financial Officer