UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------------------------------- Date of Report (Date of earliest event reported): February 8, 2005 ---------------- VICOR CORPORATION (Exact name of Registrant as specified in charter) Delaware 0-18277 04-2742817 - ------------------- ------------------------ ---------------- (State or other jurisdiction (Commission file number) (IRS employer of incorporation) 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| 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 February 8, 2005, Vicor Corporation issued a press release announcing its financial results for the fourth quarter and year end of 2004. The full text of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information furnished under this Item 2.02, including the Exhibit attached hereto, shall not be deemed "filed" for any purpose, including for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. 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 February 8, 2005. [Remainder of page left blank intentionally] 2
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. VICOR CORPORATION Dated: February 8, 2005 By: /s/ Mark A. Glazer ----------------------------- Name: Mark A. Glazer Title: Chief Financial Officer 3
EXHIBIT INDEX Exhibit Number Title - ------- ----- 99.1 Vicor Corporation's press release dated February 8, 2005. 4
Exhibit 99.1 Vicor Corporation Fourth Quarter and Year End Results ANDOVER, Mass.--(BUSINESS WIRE)--Feb. 8, 2005--Vicor Corporation (NASDAQ: VICR) today reported its financial results for the fourth quarter and fiscal year ended December 31, 2004. Revenues for the quarter were $40,637,000 compared to $39,111,000 for the corresponding period a year ago. Net loss for the quarter was $2,022,000, or ($.05) per diluted share, compared to net income of $172,000, or $.00 per diluted share, in the corresponding period of 2003. Net income in the fourth quarter of 2003 included a non-recurring tax benefit of $5,356,000. For the year ended December 31, 2004, Vicor reported revenues of $171,580,000 compared to $151,421,000 for the same period of 2003. Net loss for 2004 was $3,723,000, or ($.09) per diluted share, compared to a net loss of $19,535,000, or ($.47) per diluted share, in 2003. The book-to-bill ratio for the fourth quarter was .94:1 compared to 1.09:1 in the fourth quarter of 2003 and .94:1 in the third quarter of 2004. The book-to-bill ratio for 2004 was 1.00:1 compared to 1.03:1 in 2003. Vicor ended 2004 with approximately $36.3 million in backlog compared to $37.0 million in 2003. In the fourth quarter, gross margin was 36.1%, compared to 28.1% in the fourth quarter of 2003 and 37.7% in the third quarter of 2004. Gross margin for 2004 was 36.9% compared to 25.8% in 2003. Commenting on the quarter, Vicor's Chairman and CEO, Patrizio Vinciarelli noted, "The fourth quarter was characterized by adverse market conditions but demand from key end markets has recently increased. We expect modest growth in revenues and further improvements in gross margins to lead to a profitable 2005." Vinciarelli went on to say: "We are satisfied with 2004 and excited about Vicor's future prospects. With the initial building blocks of Factorized Power, we have generated interest or achieved early acceptance of V-I Chips with leading companies in the Consumer Electronics, Information Technology and Automotive market segments. V-I Chips are uniquely adept at a broad range of applications from tens of kilo-Watts to tens of Watts, spanning power conversion requirements from the wall plug to the microprocessor core at voltages as high as 400V and as low as 0.8V." Commenting on industry trends as they relate to Vicor's competitive position, Vinciarelli said "We see the recent competitive developments relating to the Intermediate Bus Architecture (IBA), including digital embellishments, as a commodity play for which semiconductor companies may well have a significant competitive advantage over power supply makers. In any case, when it comes to processing power, IBA is up against physics principles that govern efficient electric power distribution and conversion. Leveraging superior efficiency in distribution and point of load conversion, FPA has the inherent performance, flexibility and ultimate cost effectiveness to provide a distinct competitive advantage for Vicor, its partners and V-I Chip customers. Achieving a sustainable competitive advantage through innovation remains an essential part of our strategy for profitable growth, retained earnings and long term shareholder value." Depreciation and amortization in the quarter was $5.0 million and capital additions were $1.7 million. In 2004, depreciation and amortization was $20.9 million and capital additions were $5.0 million. This compares with depreciation and amortization of $22.4 million and capital additions of $5.8 million in the corresponding period of 2003. Inventories increased by approximately $4.1 million to $26.2 million as compared with $22.1 million at the end of 2003 and increased by approximately $200,000 from the end of the third quarter of 2004. Cash and short-term investments were $113.6 million, an increase of approximately $4.9 million from the end of 2003. In addition to paying a $3.4 million dividend, Vicor repurchased 111,300 shares of its Common Stock for a total of $1.1 million. Approximately $24.9 million remains available in the authorized stock buy-back plan. For more information on Vicor and its products, please visit the Company's website at www.vicorpower.com. Earnings Conference Call Vicor will be holding its investor conference call, today, Tuesday, February 8, 2005 at 5:00 p.m. (Eastern Time). Shareholders interested in participating in the call, should call 888-339-2688 at approximately 4:50 p.m. and use the Passcode 87153305. Internet users can listen to a real-time audio broadcast of the conference call on the Investor Relations section of Vicor's website at www.vicorpower.com/irwebcast. Please go to the website at least 15 minutes prior to the call to register, download and install any necessary software. For those who cannot participate a replay will be available, shortly after the conclusion of the call, through February 22, 2005. The replay dial-in number is 888-286-8010 and the Passcode is 25466105. In addition, a webcast replay of the conference call will also be available on the Investor Relations section of Vicor's website at www.vicorpower.com/irwebcast beginning shortly after the conclusion of the call. 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," "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, 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, 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 telecommunications, electronic data processing, industrial control and military electronics markets. VICOR CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Thousands except for per share amounts) QUARTER ENDED TWELVE MONTHS ENDED (Unaudited) (Unaudited) ----------------- ------------------- DEC 31, DEC 31, DEC 31, DEC 31, 2004 2003 2004 2003 -------- -------- --------- --------- Net revenues $40,637 $39,111 $171,580 $151,421 Cost of sales 25,960 28,130 108,292 112,409 -------- -------- --------- --------- Gross margin 14,677 10,981 63,288 39,012 Costs and expenses: Sales & administration 10,186 10,322 41,112 41,270 Research & development 7,057 6,232 26,211 23,445 -------- -------- --------- --------- 17,243 16,554 67,323 64,715 Operating loss (2,566) (5,573) (4,035) (25,703) -------- -------- --------- --------- Other income (expense), net 779 588 1,632 812 -------- -------- --------- --------- Loss before taxes (1,787) (4,985) (2,403) (24,891) (Provision) benefit for income taxes (235) 5,157 (1,320) 5,356 -------- -------- --------- --------- Net income (loss) ($2,022) $172 ($3,723) ($19,535) ======== ======== ========= ========= Net income (loss) per share: Basic ($0.05) $0.00 ($0.09) ($0.47) Diluted ($0.05) $0.00 ($0.09) ($0.47) Shares outstanding: Basic 42,026 41,882 42,022 41,896 Diluted 42,026 42,041 42,022 41,896 VICOR CORPORATION CONSOLIDATED BALANCE SHEET (Thousands) DEC 31, DEC 31, 2004 2003 (Unaudited) (Unaudited) ----------- ----------- Assets Current Assets Cash and cash equivalents $36,277 $41,723 Short-term investments 77,371 67,046 Accounts receivable 23,359 22,493 Inventories, net 26,229 22,080 Deferred tax assets 2,497 3,548 Other current assets 2,245 4,101 ----------- ----------- Total current assets 167,978 160,991 Property and equipment, net 67,001 82,366 Other assets 9,903 8,107 ----------- ----------- $244,882 $251,464 =========== =========== Liabilities and Stockholders' Equity Current Liabilities Accounts payable $5,806 $5,078 Accrued compensation and benefits 4,265 3,541 Other accrued liabilities 11,015 11,825 ----------- ----------- Total current liabilities 21,086 20,444 Deferred income taxes - long-term 3,173 4,362 Stockholders' Equity Capital stock 149,302 147,155 Retained earnings 176,769 183,863 Treasury stock (105,448) (104,360) ----------- ----------- Total stockholders' equity 220,623 226,658 ----------- ----------- $244,882 $251,464 =========== =========== CONTACT: Vicor Corporation Mark A. Glazer, 978-470-2900 Chief Financial Officer Fax: 978-749-3439