UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

VICOR CORPORATION

Delaware		0-18277		04-2742817
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS employer identification no.)

25 Frontage Road, Andover, Massachusetts 01810
(Address of principal executive offices) (Zip Code)

(978) 470-2900
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition.

On August 9, 2005, Vicor Corporation (the “Company”) updated its previously issued news release dated July 18, 2005 to reflect certain financial statement reclassifications. There was no change to the Company’s previously reported net income (loss) or net income (loss) per share for the three and six months ended June 30, 2005 as a result of these reclassifications, and these reclassifications have been reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed earlier today.

Specifically, the $2.5 million litigation settlement was reclassified from license revenue to gain from litigation-related settlement, net. The $250,000 contingency fee paid by the Company to its litigation counsel in connection with the settlement was reclassified from sales and administration expense and netted against the $2.5 million payment.

In addition, in the consolidated balance sheet, the Company increased other accrued liabilities as of June 30, 2005 by $5,020,000 to record a dividend payable, with a corresponding reduction of the same amount to retained earnings, for the annual cash dividend of $.12 per share of the Company’s stock that was declared on June 24, 2005 by the Company’s Board of Directors.

A copy of the updated July 18, 2005 news release is filed as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(c)          Exhibits. The following exhibit is being furnished herewith:

Exhibit
Number		Title
99.1		Vicor Corporation’s press release dated July 18, 2005, updated on August 9, 2005.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit
No.		Title
99.1		Vicor Corporation’s press release dated July 18, 2005, updated on August 9, 2005.

NEWS RELEASE
FINANCIAL NEWS BRIEF

July 18, 2005
Updated August 9, 2005 for certain financial statement reclassifications
For Immediate Release

Andover, MA., July 18, 2005, updated August 9 , 2005 for certain financial statement reclassifications... Vicor Corporation (NASDAQ: VICR) today reported its financial results for the second quarter ended June 30, 2005. Revenues for the quarter were $44,579,000 compared to $45,374,000 for the corresponding period a year ago. Net income for Q2 was $89,000, or $.00 per diluted share, after inventory charges of $2,764,000 as discussed below, compared to net income of $61,000, or $.00 per diluted share, in Q2 2004.

For the six months ended June 30, 2005 revenues were $87,759,000 compared to $87,895,000 for the same period of 2004. The Company reported net income for the period of $128,000, or $.00 per diluted share, compared to a net loss of $1,129,000, or $(.03) per diluted share, in 2004.

The book-to-bill ratio for Q2 was 0.99:1. The backlog at the end of Q2 was $39.9 million compared to $36.3 million at the end of 2004. Gross margin was 34.9%, compared to 38.3% in Q2 2004.

During the quarter, the Company concluded a settlement agreement with Lambda Electronics, Inc., one of the defendants in the reset patent litigation, under which the Company received a payment of $2.5 million. The full amount of the payment, net of a $250,000 contingency fee paid by the Company to its litigation counsel, is reported as gain from litigation-related settlement, net.

During the quarter, the Company provided additional reserves of approximately $1.6 million for potential obsolete inventory arising primarily from the European Union Restriction of Hazardous Substances (“RoHS”) initiative and the conversion of 2^nd Gen. products to the FasTrak platform. In addition, the Company identified other slow-moving and potential obsolete inventory of approximately $1.2 million, of which $0.3 million related to raw material inventories in support of pilot production of V•I Chips.

Commenting on the quarter and 2005, Vicor’s CEO Patrizio Vinciarelli noted: “The Q2 book-to-bill ratio reflects a drive by customers to minimize inventory levels and lead times. This trend reduces visibility for near term demand. Assuming a favorable resolution of uncertainties clouding the economic outlook for capital equipment, we expect modest revenue growth for the balance of 2005.”

“Continued efficiencies and productivity improvements in our Brick business unit yielded improved gross margins, exclusive of the inventory reserve adjustments, in Q2. Assuming sustained demand levels, further improvement in gross margin and profitability should result from completing the transition of all 2^nd Gen. products to the FasTrak platform.”

Vinciarelli went on to say: “During the second quarter, the V•I Chip and Picor business units advanced their respective product plans and nurtured relationships with major OEM customers in the Automotive, Consumer Electronics, Communications and Information Technology markets. V•I Chip and Picor are actively recruiting key individuals to contribute to the next phase of their evolution.”

Depreciation and amortization in the quarter was $4.2 million and capital additions were $1.2 million. For the first six months of 2005 depreciation and amortization was $8.7 million and capital additions were $2.6 million. This compares to $10.6 million and $2.2 million, respectively for the first six months of 2004. Cash and short-term investments were $119.7 million, an increase of $6.9 million from the end of the first quarter. During the quarter, Vicor repurchased 134,300 shares of its Common Stock for approximately $1.4 million. Approximately $21.6 million remains available in the authorized stock buy-back plan.

Vicor’s Board of Directors has approved an annual cash dividend for 2005 of $.12 per share of the Company’s stock. The dividend is payable on August 31, 2005 to shareholders of record at the close of business on August 11, 2005. 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.

For more information on Vicor and its products, please visit the Company’s website at www.vicorpower.com.

This press release contains certain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by our use of the words “may,” “will,” “would,” “should,” “plans,” “expects,” “anticipates,” “believes,” “continue,” “estimate,” “prospective,” “project,” “intend,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include our ability to develop and market new products and technologies cost-effectively, to leverage design wins into increased product sales, 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 build our business units, and to successfully leverage the V•I Chips in standard products to promote market acceptance of Factorized Power, factors impacting the company’s various end markets, including Consumer Electronics, Communications, Information Technology and Automotive, as well as those risks and uncertainties identified in the Company’s Annual Report on Form 10-K. The risk factors contained in the Annual Report on Form 10-K may not be exhaustive. Therefore, the information contained in that Form 10-K should be read together with other reports and documents that the Company files with the SEC from time to time, which may supplement, modify, supersede or update those risk factors.

Vicor Corporation designs, develops, manufactures and markets modular power components and complete power systems based upon a portfolio of patented technologies. Headquartered in Andover, Massachusetts, Vicor sells its products primarily to the communications, information technology, industrial control and military electronics markets.

For further information contact:		Mark A. Glazer, Chief Financial Officer, Vicor Corporation Tel: 978-470-2900/Fax: 978-749-3439

VICOR CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands except for per share amounts)

		QUARTER ENDED								SIX MONTHS ENDED
		(Unaudited)								(Unaudited)
		JUNE 30,				JUNE 30,				JUNE 30,				JUNE 30,
		2005				2004				2005				2004
Net revenues:
Product		$	44,579			$	45,374			$	87,759			$	87,520
License			0				0				0				375
			44,579				45,374				87,759				87,895
Cost of sales			29,000				27,994				55,135				55,515
Gross margin			15,579				17,380				32,624				32,380
Operating expenses:
Sales & administration			10,137				10,607				20,241				20,785
Research & development			7,380				6,505				14,476				12,448
Gain from litigation-related settlement, net			(2,250	)			0				(2,250	)			0
Total operating expenses			15,267				17,112				32,467				33,233
Income (loss) from operations			312				268				157				(853	)
Other income (expense), net			183				94				677				309
Income (loss) before income taxes			495				362				834				(544	)
Provision for income taxes			406				301				706				585
Net income (loss)		$	89			$	61			$	128				($1,129	)
Net income (loss) per share:
Basic		$	0.00			$	0.00			$	0.00				($0.03	)
Diluted		$	0.00			$	0.00			$	0.00				($0.03	)
Shares outstanding:
Basic			41,795				42,049				41,888				41,983
Diluted			41,938				42,344				42,027				41,983

VICOR CORPORATION

CONSOLIDATED BALANCE SHEET
(Thousands)

		JUNE 30,				DEC 31,
		2005				2004
		(Unaudited)				(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	55,423			$	36,277
Short-term investments			64,282				77,371
Accounts receivable, net			26,285				23,359
Inventories, net			20,763				26,229
Deferred tax assets			2,497				2,497
Other current assets			3,112				2,245
Total current assets			172,362				167,978
Property and equipment, net			61,129				67,001
Other assets			10,136				9,903
		$	243,627			$	244,882
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	6,723			$	5,806
Accrued compensation and benefits			4,577				4,265
Other accrued liabilities			14,114				9,488
Total current liabilities			25,414				19,559
Deferred income taxes			3,113				3,173
Minority interests			1,848				1,527
Stockholders’ equity:
Capital stock			150,100				149,302
Retained earnings			171,877				176,769
Treasury stock			(108,725	)			(105,448	)
Total stockholders’ equity			213,252				220,623
		$	243,627			$	244,882