e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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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,
2009
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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
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Commission file number 0-18277
VICOR CORPORATION
(Exact name of registrant as
specified in its charter)
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Delaware
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04-2742817
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(State or other jurisdiction
of
incorporation or organization)
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(IRS employer
identification no.)
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25 Frontage Road, Andover,
Massachusetts
(Address of principal
executive offices)
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01810
(Zip
code)
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Registrants telephone number, including area code:
(978) 470-2900
Securities registered pursuant to Section 12(b) of the
Act:
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Common Stock, $.01 par Value
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The NASDAQ Stock Market, LLC
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(Title of Class)
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(Name of Each Exchange on Which
Registered
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Securities registered pursuant to Section 12(g) of the
Act:
None
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 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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(Do not check if a smaller reporting company)
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Smaller Reporting Company
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 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 $142,709,000
as of June 30, 2009.
On February 28, 2010, there were 29,898,010 shares of
Common Stock outstanding and 11,767,052 shares of
Class B Common Stock outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions of the Companys definitive proxy statement (the
Definitive Proxy Statement) to be filed with the
Securities and Exchange Commission pursuant to
Regulation 14A and relating to the Companys 2009
annual meeting of stockholders are incorporated by reference
into Part III.
PART I
In this Annual Report on
Form 10-K,
unless the context indicates otherwise, references to
Vicor, the Company, our
company, we, us, our,
and similar references, refer to Vicor Corporation.
This Annual Report on
Form 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, continue,
prospective, project, and other similar
expressions identify forward-looking statements. Forward-looking
statements also include statements regarding the derivation of a
portion of our sales in each quarter from orders booked in the
same quarter, our plans to invest in research and development
and manufacturing equipment, our belief regarding market risk
being mitigated because of limited foreign exchange fluctuation
exposure, our continued success depending in part on its ability
to attract and retain qualified personnel, our 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, our intention regarding protecting its
rights under its patents, and our 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 our current expectations and estimates as to the
prospective events and circumstances which may or may not be
within our control and as to which there can be no 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 our new technologies in standard products to promote
market acceptance of our new approach to power system
architecture, 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 our
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 matters described in this
Annual Report on
Form 10-K,
including but not limited to those described under Part I,
Item I Business,, under
Part I, Item 1A Risk Factors,
under Part I, Item 3 Legal
Proceedings, and under Part II,
Item 7 Managements Discussion and
Analysis of Financial Condition and Results of Operations.
The discussion of our business, including the identification and
assessment of 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 we
file with the Securities and Exchange Commission from time to
time, including
Forms 10-Q,
and 8-K,
which may supplement, modify, supersede or update those risk
factors. We do not undertake any obligation to update any
forward-looking statements as a result of future events or
developments.
Overview
We design, develop, manufacture and market modular power
components and complete power systems. Power systems are
incorporated into virtually all electronic equipment. In
equipment utilizing Alternating Current (AC) voltage
from a primary source (for example, a wall outlet), a power
system converts AC voltage into the stable Direct Current
(DC) voltage necessary to power subsystems
and/or
individual applications or loads. In many electronic
devices, this DC voltage may be further converted to one or more
lower voltages required by a range of loads. In equipment
utilizing DC voltage from a primary source (for example, a
generator or battery pack), the initial DC voltage frequently
requires further conversion to one or more lower voltages.
Because numerous applications requiring different DC voltages
and varied power ratings may exist within an electronic device,
and system power architectures themselves vary, we offer an
extensive range of products and accessories in a myriad of
application-specific configurations.
1
Since our founding, our product strategy has been driven by
innovations in design, largely enabled by our focus on the
development of differentiated technologies, which often are
implemented in proprietary semiconductor circuitry. Many of our
products incorporate a high frequency electronic power
conversion technology called zero current / zero
voltage switching (ZCS/ZVS), which enabled the
design of DC-DC converter modules that were much smaller and
more efficient than conventional alternatives. Emphasizing the
superior power density and performance advantages of this
technology, our primary product strategy since our founding has
been to offer a comprehensive range of component-level building
blocks to configure a power system specific to a customers
needs. Since introducing and popularizing the encapsulated
brick during the 1980s, our product focus has been
on high density DC-DC converters, which provide the isolation,
transformation, regulation, filtering,
and/or input
protection necessary to power and protect sophisticated
electronic loads. A secondary and highly complementary product
strategy has been to incorporate our component-level building
blocks into complete power systems representing turnkey AC-DC
and DC-DC solutions for our customers power needs. Our
product strategy is now increasingly focused on the next
generation of component-level building block, the V*I
Chiptm,
which incorporates our latest advances in ZCS/ZVS technology and
other proprietary power conversion innovations. We believe V*I
Chips offer unprecedented power conversion density (i.e., the
output power in Watts as a function of the size of the component
in cubic inches), performance (i.e., benchmarks related to the
capabilities of the component, such as conversion efficiency),
and flexibility (i.e., the ability of our customers to implement
a broad range of possible configurations).
The applications in which these power conversion and power
management products are used are in the higher-performance,
higher-power segments of the power systems market, including
telecommunications and networking infrastructure, enterprise and
high performance computing, industrial automation, vehicles and
transportation, and defense electronics. Our products are sold
worldwide to customers ranging from global original equipment
manufacturers (OEMs) and their contract
manufacturers to smaller, independent manufacturers of highly
specialized electronic devices.
Our business segments are organized by key product lines:
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Our Brick Business Unit (BBU) segment designs,
develops, manufactures and markets our modular power converters,
known as bricks, and, in 2008, introduced a new line of modular
power converter, known as a VI
Bricktm,
incorporating our V*I Chips into innovative, thermally-enhanced
packaging. The BBU also designs, develops, manufactures and
markets a line of configurable products, which are
complete power supplies assembled using our modular power
components. The BBU includes the operations of our
Westcortm
division, which is focused only on configurable products, the
operations of Vicor Custom
Powertm
(previously known as Vicor Integration
Architectstm),
which is our turnkey custom power solutions business, and the
operations of Vicor Japan Company, Ltd. (VJCL),
which is our Japanese subsidiary.
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Our V*I Chip Business Unit (V*I Chip) consists of
V*I Chip Corporation, a wholly-owned subsidiary that designs,
develops, manufactures and markets our Factorized Power
Architecturetm
(FPA) products. In April 2003, we introduced FPA, a
new power system architecture based on an array of proprietary
power conversion innovations building upon our long-standing
leadership in the design of power conversion technologies. We
believe FPA provides power system designers enhanced performance
at a lower cost than can be attained with conventional power
architectures. As V*I Chips and FPA represent innovative
alternatives to such conventional products and architectures, we
established a separate business unit to enable the
organizational focus necessary to support early adopters of
these disruptive technologies.
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Our Picor Business Unit (Picor) consists of Picor
Corporation, a majority-owned subsidiary of Vicor and a fabless
designer, developer, and marketer of high performance integrated
circuits and related products for use in a variety of power
system applications. Picor develops these products to be
incorporated into Vicors products, to be sold as a
complement to our products, or for sale to third parties for
separate applications. Much of the differentiation of our BBU
and V*I Chip products has been a result of implementation of our
power conversion innovations in proprietary semiconductor
circuitry. Because of the considerable semiconductor design
expertise embodied in this captive
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organization and the potential for success as a merchant vendor
of an expanding portfolio of proprietary circuit designs, we
established Picor as a separate business unit to enable
organizational focus and to facilitate a distinct
go-to-market
strategy.
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Vicor B.V., a wholly-owned subsidiary incorporated in the
Netherlands, serves as a European distribution center. VLT, Inc.
is our wholly-owned licensing subsidiary. VICR Securities
Corporation is our wholly-owned subsidiary that holds a
significant portion of our investment securities.
We are headquartered in Andover, Massachusetts, where our
manufacturing facility is located. V*I Chip Corporation also is
headquartered in Andover, Massachusetts. Our Westcor division
has a design and assembly facility in Sunnyvale, California. Our
VJCL subsidiary, which is engaged in sales and customer support
activities exclusively for the Japanese market, is located in
Tokyo, Japan. Our six Vicor Custom Power locations are
geographically distributed around the United States. We have
customer support and engineering offices, which we call
Technical Support Centers, in the United States, the United
Kingdom, France, Germany, Italy, and China. Picor Corporation is
headquartered in North Smithfield, Rhode Island.
All of the above named entities are consolidated in the
financial statements presented herein.
We were incorporated in Delaware in 1981, and our common stock
was listed on the NASDAQ National Market System in April 1990
under the ticker symbol of VICR.
We maintain a website with the address www.vicorpower.com and
make available free of charge through this website our Annual
Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
and amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (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
on
Form 10-K
and shall not be deemed filed under the Exchange Act.
Market
Background, Product Trends and Vicor Strategy
The market for power supplies and their enabling components
continues to evolve in response to advancing technologies and
corresponding changes in customer requirements. Similarly, we
evolved our strategy to address evolving market challenges and
opportunities. Many of the ongoing changes in the market,
particularly in those segments in which we compete, have been
characterized by improvement in product performance (e.g., power
conversion efficiency), reduction in product form factor (i.e.,
size), and increased design flexibility (i.e., the ability of
customers to address their power requirements with a broad range
of alternative solutions). Product trends have been
characterized by the disaggregation of the functions of power
components such as DC-DC converters, thereby driving further
improvement in overall power supply performance, further
reduction in form factor, and greater flexibility in the way
designers implement power supply solutions.
In 1984, we introduced an enhancement of the standardized,
high-density power converter to the market: the
fully-encapsulated brick, utilizing our ZCS/ZVS
technology, in standardized dimensions of 4.6 x 2.4
x 0.5. Our innovative, patented technology provided
superior efficiency and overall performance in a small form
factor, while full encapsulation provided not only full
shielding from environmental influences, but enhanced thermal
performance characteristics. Such thermal performance
enhancement has been critical to the differentiated performance
of our power converters, as the by-product of voltage conversion
is heat, which must be dissipated in order to assure the
performance of the converter itself and the overall system to
which it is delivering power.
In response to market and technology trends and changes in our
customer requirements, we have implemented a strategy addressing
both the realities of the current power conversion marketplace
and our vision of the long-term direction of that marketplace.
Our strategy involves maintaining a viable, profitable legacy
business, while investing in the next generation of power
management components.
3
Our early technical and performance leadership contributed to
the development of an image in the market as a power component
innovator. The BBU experienced strong revenue growth and robust
profitability during the 1980s and 1990s, as important markets
for our products expanded. However, a significant amount of our
revenue was derived from the telecommunications market and, when
that market collapsed in the early 2000s, we had to reassess our
product portfolio and overall competitive positioning. Many of
our domestic competitors faced the same circumstances and
reoriented their strategies to serve high volume applications of
large OEMs. In doing so, they moved much of their manufacturing
from the United States to lower cost countries where the
contract manufacturers used by their OEM customers were based.
We chose not to follow these competitors, remained a domestic
manufacturer, and shifted our competitive positioning to one
based on mass customization.
As a part of our repositioning, we invested significantly in new
product designs that emphasized low cost and flexible
manufacturing, as well as the plant equipment and information
technology necessary to support such low cost and flexible
manufacturing. We also modified our
go-to-market
strategy to emphasize serving lower volume customers requiring
higher value solutions. As such, today our product portfolio is
extremely broad, while our customer base and the market segments
we serve are far more diverse than prior to the change in our
go-to-market
strategy. Our mass customization model allows us to profitably
meet the specific design and volume requirements of numerous,
relatively low volume customers. Our decision to not pursue
higher volume OEM opportunities constrained our growth during
the economic recovery from 2004 into 2008, but our profitability
during this period benefited from our value-added approach. We
believe this approach will contribute to less volatility of our
financial performance during the current period of economic
decline, as our customers rely on us for power conversion
solutions they generally cannot obtain from our volume-oriented
competitors.
At the same time we undertook a repositioning of the BBU, our
legacy business, we announced our vision for the future of
component-based power conversion: FPA and V*I Chips. Since our
founding, our products have been based on advanced,
highly-differentiated designs. Much of our intellectual property
is patented or otherwise proprietary to us. However, as is
typical across the information technology and electronics
markets, the segments in which we have competed matured
relatively quickly and became characterized by product
commoditization and price competition. Given our extensive
experience with power conversion technologies and our
understanding of trends in both technology and our markets, we
concluded the appropriate complement to maintaining our legacy
business would be to seek to redefine the competitive landscape
in the long-term with our innovative, flexible new power
distribution architecture and our next generation of advanced,
highly-differentiated designs.
We believe traditional power architectures, in the long run, may
not provide the performance necessary to address power system
trends, given the trends toward lower voltages, higher currents,
more on-board voltages, and the higher speeds and performance
demands of numerous complex loads. FPA and V*I Chips address
these trends, while providing significantly improved electrical
performance and greater reliability, at a lower overall cost.
Our V*I Chips and much of their enabling technologies are
protected by domestic and foreign patents and patent
applications. We believe our market leadership is further
protected by proprietary trade secrets associated with our use
of certain components and materials of our own design, as well
as our significant experience with manufacturing, packaging and
testing these complex devices.
Picor is a highly complementary element of our strategy to
redefine the competitive landscape in the long-term. Many of the
differentiated capabilities of our brick and V*I Chip products
have been a result of implementation of our power conversion
innovations in proprietary semiconductor circuitry. Most
notably, proprietary, highly advanced microcontroller circuits
are found in many of our most successful switching power
components. While the majority of Picors activities to
date have involved supplying integrated circuits for internal
use, Picors strategy is to become a merchant vendor of
innovative power management circuitry, whether in individual
packages, multi-chip modules, or subassemblies. As such,
Picors current and planned products represent a complement
to FPA and V*I Chips.
4
Our
Products
Our website, www.vicorpower.com, sets forth detailed information
describing all of products and the applications for which they
may be used. The information contained on our website is not a
part of, or incorporated by reference into, this Annual Report
on
Form 10-K
and shall not be deemed filed under the Exchange
Act. Our principal product lines are:
Bricks:
Modular Power Converters
Brick DC-DC power converters are well-established as an
important enabling component of conventional power systems
architectures. The BBU currently offers seven families of high
power density,
component-level DC-DC
power converters: the
VI-200tm,
VI-J00tm,
MI-200tm,
MI-J00tm,
Maxi, Mini and Micro families. Designed to be mounted directly
on a printed circuit board chassis using contemporary
manufacturing processes, each brick family is a comprehensive
set of products offered in a wide range of input voltage (10 to
425 Volts DC) and output power (10 to 600 Watts). This
allows end users to select power component products appropriate
to their individual applications. The product families differ in
maximum power ratings, performance characteristics, package size
and, in certain cases, characteristics specific to the targeted
market.
All of our brick products are encapsulated with a dielectric,
elastomeric, thermally conductive material, thereby providing
electrical insulation, thermal conductivity, and environmental
protection of the electronic circuitry.
The Custom Module Design
Systemtm
(CMDS), a core component of the Vicor
PowerBenchtm
tool suite on our website, is a proprietary system enabling our
customers to specify on-line, and verify in real time, the
performance and attributes of its DC-DC converters. Not merely a
product configuration tool like those offered by our
competitors, the CMDS enables the comprehensive design of DC-DC
converters in all of our established brick form factors (i.e.,
full, half and quarter size), using patented web-based
technology. CMDS is an important element of our mass
customization strategy.
The VI Brick combines the superior technical attributes of our
V*I Chip technology with robust packaging offering superior
thermal characteristics and facilitating a range of board
mounting alternatives. VI Brick models include high current
density / low voltage DC-DC converters, a wide range
of highly efficient bus converters, and individual models for
both regulation and transformation. We are focusing our product
development efforts within the BBU on the design of VI Brick
modules.
Accessory
Power System Components
Accessory power system components, used with our component-level
power converters, integrate other important functions of the
power system, facilitating the design of complete power systems
by interconnecting several modules. These other functions
include input filtering, power factor correction, transient
protection and AC line rectification. In general, products from
our broad line of accessory components are used to condition
and/or
filter the input and output voltages of the modular power
components.
Examples of such accessory products include our
VI-HAMtm
(Harmonic Attenuator Module), a universal-AC-input,
power-factor-correcting front end for use with compatible DC-DC
power converters, and our
VI-AIMtm
(AC Input Module), which provides input filtering, transient
protection and rectification of the AC line.
Configurable
Products
Utilizing our modular power components as core elements, we have
developed several configurable product families that provide
complete power solutions configured to a customers
specific needs. These products exploit the benefits and
flexibility of the modular approach to offer higher performance,
higher power densities, lower costs, and faster delivery than
many competitive offerings. Configurable products are designed,
developed and manufactured by the BBU, which offers a range of
AC-DC and DC-DC products, by its Westcor division, which focuses
on high-power AC-DC power supplies, and by VJCL.
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Most information technology, process control, and industrial
electronic products operate directly off of AC lines and, as
such, require circuitry to convert AC line voltage into the
required DC voltage. Our configurable AC-DC power systems, the
FlatPACtm,
VIPACtm
Power System, and
LoPACtm
families, incorporate front-end AC-DC circuitry subassemblies,
thereby providing a complete power solution from AC line input
to one or more DC outputs. These configurable products are
characterized by their low-profile design and are configurable
in a range of sizes and outputs up to 1,500 Watts.
Many telecommunications switching, transportation and defense
electronic products are powered from central DC sources (e.g.,
generators or banks of batteries). Our configurable DC-DC power
systems, the VIPAC Array,
ComPACtm,
and
MegaModtm
families, also are characterized by a low-profile design,
including rugged, compact assemblies for chassis-mounted, bulk
power applications.
Our highest power configurable product line, the
MegaPACtm
family, is also among our most flexible solutions. A MegaPAC
consists of a fan-cooled chassis with up to 10 slots into which
are placed
ConverterPACtm
modules, which incorporate our brick power conversion modules,
allowing for a broad range of customer-specific configurations.
The MegaPAC itself can be configured to accept either AC or DC
inputs, and output power can be as high as 4,000 Watts with up
to 20 outputs.
The VIPAC family of power systems is a class of user defined,
integrated modular power solution that leverages the latest
advances in Maxi, Mini, and Micro DC-DC converter technology and
modular front ends. VIPAC combines application specific front
end units, a choice of advantageous chassis styles and, in AC
input versions, remotely located
hold-up
capacitors to provide fast, flexible and highly reliable power
solutions for a wide range of demanding applications. We are
developing new configurable products incorporating our V*I Chip
components and expect these products, when introduced, will be
very competitive with respect to power density and small form
factor.
The web-based Vicor Computer Assisted Design (VCAD)
tool, a component of Vicor PowerBench, can be utilized by the
customer to specify and verify, in real time, that
customers desired configuration of our VIPAC family of
configurable products from a broad range of inputs, outputs,
packaging and optional features. Similarly, our web-based Vicor
System Product Online Configurator (VSPOC), also a
component of Vicor PowerBench, allows customers to configure and
order Westcor AC-DC power supplies.
Customer
Specific Products
Certain customers rely on us to design, develop and manufacture
custom power systems to meet performance
and/or form
factor requirements that cannot be met with
off-the-shelf
system solutions. By utilizing our power components as
building-blocks in developing these custom power systems, we
have been able to meet such customers needs with reliable,
high power density, turnkey solutions. These low-volume, high
value-add products, besides meeting customers specific
requirements, frequently are designed to function reliably in
the harsh environments associated with aerospace and defense
applications.
We pursue custom opportunities through our Vicor Custom Power
network, which consists of six regional design, assembly and
customer support locations. Of the six locations, one is a
division, three are either wholly-owned or majority-owned
subsidiaries, and two are minority-owned subsidiaries.
V*I
Chip Products
We have pioneered an innovative new board level power
architecture, FPA, which separates (or factorizes)
the basic functions of power conversion (voltage transformation,
regulation, and isolation) into separate power components called
V*I Chips. Our V*I Chips represent the next generation of
modular power components, providing power systems designers the
ability to address increasingly challenging requirements. With
each new generation of microprocessor, application specific
integrated circuit, and memory, the trend has been toward lower
voltages, higher currents, higher speeds and more on-board
voltages. System designers must contend with a range of lower
voltages, improve overall power system efficiency, and deliver
the solution in an ever-smaller form factor.
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We believe FPA provides power system designers superior power
density, conversion efficiency, transient responsiveness, noise
performance, reliability, and design flexibility at a lower
overall cost than attained with conventional board level power
architectures. We currently offer three V*I Chip modules: the
BCMtm
(Bus Converter Module), an intermediate bus converter; the
PRMtm
(Pre-Regulator Module), a non-isolated regulator; and the
VTMtm
(Voltage Transformation Module), a current multiplier. BCMs and
VTMs are offered in full (i.e., 1.1 square inch) and half
(i.e., 0.57 square inch) modules, while PRMs are offered
only as full modules. A half-size PRM is under development.
The BCM provides an isolated, unregulated intermediate bus
voltage, at efficiencies up to 96%, to power non-isolated
converters at the
point-of-load
from a narrow range DC input. The PRM is a non-isolated
regulator, operating at up to 97% efficiency, capable of both
boosting (i.e., increasing) and bucking (i.e., reducing) an
input voltage and providing a regulated, adjustable output
voltage or factorized bus. VTMs are designed to meet
the demands of advanced microprocessor and memory applications
at the point of load with fixed ratio voltage transformation
with extremely fast transient response, while providing
isolation from input to output.
Picor
Products
Picor designs, develops, and markets high performance integrated
circuits and related products for use in a variety of power
system applications. Picor is pursuing a merchant strategy and
offers a growing range of products for sale to third parties. In
2008, Picor introduced its
Cool-ORingtm
line of full-function Active ORing solutions and discrete Active
ORing controllers. These solutions address the requirements of
redundant power architectures implemented in todays
high-availability systems such as enterprise servers, high
performance computing, and telecom and communications
infrastructure systems.
Picors product portfolio includes a range of
QuietPowertm
output (QPO) and input (QPI) EMI filters differentiated by their
small, surface mount
System-in-Package
and low cost. Products are targeted at a range of industry and
customer applications.
MIL-COTS
Products
We offer versions of our commercial-off-the-shelf brick
converters and accessories, configurable power supplies, and V*I
Chips that meet certain specification standards established by
the U.S. Department of Defense. Such MIL-COTS
products meet the performance and reliability requirements
associated with use in harsh and demanding environments.
Sales and
Marketing
We sell our products in North America and South America through
a network of independent sales representative organizations and
internationally through independent distributors. Sales
activities are managed by a staff of Area Sales Directors,
Regional and National Account Sales Managers, and sales
personnel located in: our world headquarters in Andover,
Massachusetts; a Technical Support Center in Lombard, Illinois;
our Westcor division in Sunnyvale, California; Vicor Custom
Power locations in Cedar Park (Austin), Texas, Milwaukie
(Portland), Oregon, and Oceanside (San Diego), California;
our subsidiary in Tokyo, Japan; and our Technical Support
Centers in Munich, Germany; Camberley, Surrey, England; Milan,
Italy; Paris, France; and Hong Kong, China.
International sales, as a percentage of total net revenues, were
approximately 41% in 2009, 42% in 2008, and 37% in 2007,
respectively.
Because of the technically complex nature of our products, we
maintain a staff of Field Applications Engineers to support our
sales activities. Field Application Engineers provide direct
technical sales support worldwide by reviewing new applications
and technical matters with existing and potential customers.
Product Line Engineers, located in our Andover headquarters,
support field application engineers assigned to all of our
locations.
We generally warrant our products for a period of two years.
7
We also sell directly to customers through Vicor
Expresstm,
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. Through Vicor B.V., Vicor Express operates in Germany,
France, Italy and England.
Applications
and Customers
The applications in which our power conversion and power
management products are used are in the higher-performance,
higher-power segments of the power systems market. Our products
are sold worldwide to customers ranging from global OEMs and
their contract manufacturers to smaller, independent
manufacturers of highly specialized electronic devices. For the
years ended December 31, 2009, 2008 and 2007, no single
customer accounted for more than 10% of our net revenues.
Backlog
As of December 31, 2009, we had a backlog of approximately
$58,500,000 compared to $52,700,000 on December 31, 2008.
Backlog is comprised of orders for products for which shipment
is scheduled within the next 12 months. A portion of our
sales in any quarter is, and will continue to be, derived from
orders booked in the same quarter.
Research
and Development
As a basic element of our long-term strategy, we are committed
to the continued advancement of power conversion technology and
power component product development. We invested approximately
$31,600,000, $31,400,000, and $30,400,000 in research and
development in 2009, 2008, and 2007, respectively. Investment in
research and development represented 16.0%, 15.3%, and 15.5% of
net revenues in 2009, 2008, and 2007, respectively. We intend to
continue to invest a significant percentage of revenues in
research and development activities.
Manufacturing
and Quality Assurance
Our 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.
We continue to pursue a manufacturing strategy based upon the
phased acquisition
and/or
fabrication, qualification and integration of automated
manufacturing equipment to reduce manufacturing costs, increase
product quality and reliability and enable rapid and effective
expansion of capacity, as needed. We intend to make continuing
investments in manufacturing equipment, particularly for our FPA
products and replacement of manufacturing equipment utilized by
the BBU.
Components and materials used in our products are purchased from
a variety of vendors. Most of the components are available from
multiple sources. In instances of single source items, we
maintain levels of inventories we consider to be appropriate to
enable meeting the delivery requirements of customers. Incoming
components, assemblies and other parts are subjected to several
levels of inspection procedures.
Our compliance with applicable environmental laws has not had a
material effect on our financial condition or operating results.
Product quality and reliability are a critical to our success
and, as such, we emphasize quality and reliability in our design
and manufacturing activities. We follow industry best practices
in manufacturing and are compliant with ISO 9001 certification
standards (as set forth by the International Organization for
Standardization). Our quality assurance practices include
rigorous testing and, as necessary, burn-in of our products
using automated equipment.
8
Competition
The power conversion industry is highly competitive. It remains
highly fragmented, despite significant consolidation during the
prior decade. Numerous power supply manufacturers target market
segments and applications similar to those we target. Several of
these competitors have significantly greater financial and
marketing resources and longer operating histories than we do.
With the BBU, our strategy is largely based on mass
customization. We believe we have a strong competitive position,
particularly with customers who need small, high density power
system solutions requiring a variety of input-output
configurations. We compete on the basis of differentiation,
offering a broad product line and mass customization abilities.
We also compete by emphasizing technical innovation, product
performance, and service and technical support. We believe the
principal competitive variables in the market segments in which
the BBU competes are price, performance, and the level of
service and technical support offered.
With V*I Chip, our strategy is largely based on differentiated
products offered to, at least during the early adoption of such
products, a limited number of larger potential customers
well-positioned to make the necessary investment to adopt FPA.
V*I Chip currently competes with vendors of power component
solutions, many of which are the manufacturers with which the
BBU competes. In the longer-term, we anticipate a significantly
broadened market for FPA and V*I Chip, as awareness of the
advantages of FPA and V*I Chip spreads and a broader audience of
potential customers is reached.
Picor and, to a lesser extent, V*I Chip compete with suppliers
of integrated circuits for power conversion applications, many
of which have significantly greater financial and marketing
resources and longer operating histories. We believe Picor is
developing a strong competitive position based on innovative
product design and packaging.
Patents
and Intellectual Property
We believe our patents afford advantages by building fundamental
and multilayered barriers to competitive encroachment upon key
features and performance benefits of our principal product
families. Our patents cover the fundamental conversion
topologies used to achieve the performance attributes of our
converter product lines; converter array architectures; product
packaging design; product construction; high frequency magnetic
structures; as well as automated equipment and methods for
circuit and product assembly.
We have been issued 130 patents in the United States (which
expire between 2010 and 2026). We also have a number of patent
applications pending in the United States, Europe and the Far
East. We intend to vigorously protect our rights under these
patents. Although we believe patents are an effective way of
protecting our technology, there can be no assurances that our
patents will prove to be enforceable (see, e.g., Part I,
Item 3 Legal Proceedings).
Licensing
In addition to generating revenue from product sales, licensing
is an element of our strategy for building worldwide product and
technology acceptance and market share. In granting licenses, we
generally retain the right to use our patented technologies and
manufacture and sell our products in all licensed geographic
areas and fields of use. Licenses are granted and administered
through our wholly-owned subsidiary, VLT, Inc., which owns our
patents. Revenues from licensing arrangements have not exceeded
10% of our consolidated revenues in any of the last three fiscal
years.
Employees
As of December 31, 2009, we employed approximately 938 full
time and 30 part time people. On January 14, 2009, we
announced a plan to reduce our workforce by approximately eight
percent by the end of January 2009. We authorized additional
reductions to our workforce in the second and third quarters of
2009.
9
We believe our continued success depends, in part, on our
ability to attract and retain qualified personnel. Although
there is strong demand for qualified personnel, we have not to
date experienced difficulty in attracting and retaining
sufficient engineering and technical personnel to meet our needs
(see Part I, Item 1A Risk
Factors).
None of our employees are subject to a collective bargaining
agreement.
This Annual Report on
Form 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.
Our
future operating results are difficult to predict and are
subject to fluctuations.
Our future operating results, including revenues, gross margins,
operating expenses and net income (loss), are difficult to
predict and may be materially affected by a number of factors,
including:
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the effects of adverse economic conditions in the United States
and international markets, especially in light of the current
crisis in global credit and financial markets;
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the level of orders and demand from customers;
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changes in customer demand for our products and for end products
that incorporate our products;
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the effectiveness of our efforts to reduce product costs and
manage operating expenses;
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the timing of new product announcements or introductions by us
or our competitors;
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the timing, delay or cancellation of significant customer orders
and our ability to manage inventory;
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the ability to hire, retain and motivate qualified employees to
meet the demands of our customers;
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our ability to utilize our manufacturing facilities at efficient
levels;
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potential significant litigation-related costs;
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the costs related to compliance with increasing worldwide
environmental and other regulations; and
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the effects of public health emergencies, natural disasters,
security risk, terrorist activities, international conflicts and
other events beyond our control.
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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. In addition,
if our operating results do not meet the expectations of
investors, the market price of our common stock may decline.
The
ongoing disruptions in the global economy, as well as continued
uncertainty in global financial markets, could materially and
adversely affect our business and results of
operations.
Continued uncertainty in the worlds financial markets
contributed to widespread economic decline in 2009. Global
financial markets continue to experience disruptions, including
diminished liquidity and credit availability. Further disruption
and deterioration in economic conditions may reduce customer
purchases of our products, thereby reducing our revenues and
earnings. In addition, such adverse conditions may, among other
things, result in increased price competition for our products,
increased risk of excess and obsolete inventories, increased
risk in the collectability of our accounts receivable from our
customers, increased risk in potential reserves for doubtful
accounts and write-offs of accounts receivable, and higher
operating costs as a percentage of revenues. Any of these items
individually, or in combination, could materially and adversely
affect our business and the results of operations. In 2009, we
took actions to address the effects of the economic crisis,
including a reduction in force and the implementation of cost
control and reduction efforts. It is possible that
10
we may need to take further cost control and reduction efforts.
We cannot predict whether these efforts will be sufficient to
offset certain of the negative trends that might impact our
business in 2010 or beyond.
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,
and introduce them to the market on a timely basis, our
competitive position and results of operations could be
materially adversely affected.
Our
future operating results are dependent on the growth in our
customers businesses and on our ability to identify and
enter new markets.
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
or successfully identify and enter new markets, our results of
operations and financial position could be negatively impacted.
We cannot assure you that the markets we serve will grow in the
future, that our existing and new products will meet the
requirements of these markets or that we can maintain adequate
gross margins or profits in these markets. A decline in demand
in one or several of our end-user markets could have a material
adverse impact on the demand for our products and our results of
operations.
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 and divisions for
incorporation into their respective products, are manufactured
at our Andover, Massachusetts production facility. Substantial
damage to this facility due to fire, natural disaster, power
loss or other events could interrupt 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.
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 power supply industry, and the electronics industry as a
whole, can be subject to business cycles. During periods of
growth, key components required to build our products may become
unavailable in the timeframe required for us to meet our
customers demands. Our inability to secure sufficient
components to build products for our customers could 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.
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 our new V*I Chip products. We are currently adding
equipment to the V*I Chip production line which we expect will
more than double capacity once it is fully operational, which is
anticipated to occur in the first half of 2010. If overall
revenue levels do not increase enough to offset the increased
fixed costs, or significant revenues do not materialize for the
FPA products, or if there is deterioration in our overall
business, our future operating results could be adversely
affected. In addition, asset
11
values could be impaired if the additional capacity is
underutilized for an extended period of time, resulting in
impairment charges that could have a material adverse effect on
our financial position and results of operations.
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, 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.
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.
Our international customers business may be negatively
affected by the current crisis in the global credit and
financial markets. Sudden or unexpected changes in the foregoing
could have a material adverse effect on our results of
operations.
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. Vinciarelli, our founder 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 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.
Funds
associated with our investments in auction rate securities may
not be accessible in the short term.
As of December 31, 2009, we held $33,600,000 of auction
rate securities at par value, consisting of collateralized debt
obligations, supported by pools of student loans, sponsored by
state student loan agencies and corporate student loan servicing
firms. The interest rates for these securities are reset at
auction at regular intervals ranging from seven to 90 days.
The auction rate securities held by us, prior to February 2008,
historically traded at par and are callable at par at the option
of the issuer. On December 31, 2009, the majority of the
auction rate securities held by us were AAA/Aaa rated by the
major credit rating agencies, with all of the securities
collateralized by student loans, of which most are guaranteed by
the U.S. Department of Education under the Federal Family
Education Loan Program.
Until February 2008, the auction rate securities market was
liquid, as the investment banks conducting the periodic
Dutch auctions by which interest rates for the
securities had been established had committed their capital to
support such auctions in the event of insufficient third-party
investor demand. Starting the week of February 11, 2008, a
substantial number of auctions failed, as demand from
third-party investors weakened and the investment banks
conducting the auctions chose not to commit capital to support
such auctions (i.e., investment banks chose not to purchase
securities themselves in order to balance supply and demand,
thereby facilitating a successful auction, as they had done in
the past). The consequences of a failed auction are (a) an
12
investor must hold the specific security until the next
scheduled auction (unless that investor chooses to sell the
security to a third party outside of the auction process) and
(b) the interest rate on the security generally resets to
an interest rate set forth in each securitys indenture.
While we do not currently anticipate the lack of liquidity of
our auction rate securities to adversely affect our ability to
conduct business, the funds associated with auction rate
securities may not be accessible until a successful auction
occurs, a buyer is found outside of the auction process, the
security is called, the underlying securities have matured, or,
with respect to certain auction rate securities, we exercise of
our contractual right to sell certain auction rate securities,
at par value, during a period beginning June 1, 2010, to
the broker-dealer through which we purchased such securities.
We may
be required to make additional adjustments to the carrying value
of our Auction Rate Securities.
In order to record the value of our auction rate securities
appropriately each quarter, we have estimated their market value
and recorded an impairment charge. Our
available-for-sale
securities are carried at fair value, with unrealized gains and
losses, net of tax, attributable to credit loss recorded through
the statement of operations and unrealized gains and losses, net
of tax, attributable to other non-credit factors reported in
Accumulated other comprehensive (loss) income, a
component of Stockholders Equity. In determining the
amount of credit loss, we compare the present value of cash
flows expected to be collected to the amortized cost basis of
the securities, considering credit default risk probabilities
and changes in credit ratings as significant inputs, among other
factors. Our trading securities are carried at fair value, with
unrealized gains and losses recognized through the statement of
operations each reporting period. We periodically evaluate if an
investment is considered impaired, whether an impairment is
other than temporary, and the measurement of an impairment loss.
The following circumstances, among others, may cause us to
record such impairment charges to our Consolidated Statements of
Operations:
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the default of an issuer or a specific security of that issuer;
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the significant deterioration of the credit rating of a security
or its issuer;
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a tender offer for a specific security from the issuer valuing
the security at less than par that is accepted by the number of
holders necessary to require all holders to tender their
securities; and
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the development of a robust secondary market for auction rate
securities, establishing an active market value for our
securities or similar securities that represents a substantial
discount to par.
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Such impairment charges or, in the event of a sale, realized
losses could be material in amount and be detrimental to our
financial position, potentially impacting our ability to fund
operations.
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.
13
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 partys patent or other intellectual property
rights. In the event a 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.
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.
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ITEM 1B.
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UNRESOLVED
STAFF COMMENTS
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We have not received written comments from the Securities and
Exchange Commission regarding our periodic or current reports
under the Securities Exchange Act of 1934, as amended, that were
received 180 days or more before December 31, 2009 and
remain unresolved. There are no unresolved comments from the
Securities and Exchange Commission as of December 31, 2009.
Our corporate headquarters building in Andover, Massachusetts,
which we own, provides approximately 90,000 square feet of
office space for our sales, marketing, engineering and
administration personnel.
We also own a building of approximately 230,000 square feet
in Andover, Massachusetts, which houses all Massachusetts
manufacturing activities.
Our Westcor division owns and occupies a building of
approximately 31,000 square feet in Sunnyvale, California.
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ITEM 3.
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LEGAL
PROCEEDINGS
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As disclosed in prior filings, we received total payments of
$1,770,000 in the second quarter of 2007 in full settlement of
patent infringement litigation against Artesyn Technologies,
Inc., Lucent Technologies Inc., and the Tyco Power Systems, a
unit of Tyco International Ltd. (which had acquired the Power
Systems business of Lucent Technologies). The full amount of the
payments, net of a $177,000 contingency fee we had accrued for
our litigation counsel, was included in the second quarter of
2007 in (Gain) loss from litigation-related and other
settlements, net in the Consolidated Statement of
Operations. We were subsequently informed by its litigation
counsel that the full amount of the contingency fee was waived
and, therefore, the related accrual of $177,000 was reversed in
the second quarter of 2008.
On February 22, 2007, we announced an agreement in
principle with Ericsson, Inc., the U.S. affiliate of LM
Ericsson, to settle a lawsuit brought by Ericsson against us in
California state court. Under the terms of the settlement
agreement entered into on March 29, 2007, after a court
ordered mediation, we paid $50,000,000 to Ericsson, of which
$12,800,000 was reimbursed by our insurance carriers.
Accordingly, we recorded a net loss of $37,200,000 from the
litigation-related settlements in the fourth quarter of 2006. We
have been seeking further reimbursement from its insurance
carriers. On November 14, 2008, a jury in the United States
District Court for the District of Massachusetts found in favor
of us in a lawsuit against certain of its insurance carriers
with respect to the Ericsson settlement. The jury awarded
$17,300,000 in damages to us, although the verdict is subject to
challenge in the trial court and on appeal. Both parties filed
certain motions subsequent to the ruling and, on March 2,
2009, the judge in the case rendered his decision on the
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subsequent motions, reducing the jury award by $4,000,000. On
March 26, 2009, the U.S. District Court, District of
Massachusetts issued its judgment in the matter, affirming the
award of $13,300,000, plus prejudgment interest from the date of
breach on March 29, 2007 through March 26, 2009, the
date of judgment in the amount of approximately $3,179,000. The
insurance carriers have filed their appeal to this total
judgment in the amount of approximately $16,479,000.
Our 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 our component suppliers prior to 2002. Our writ of
mandate appeal of this ruling was denied in April, 2007. In
September 2007, we filed a notice of appeal of the courts
decision upholding the Ericsson-Exar-Rohm settlement. In
December 2007, the court awarded Exar and Rohm amounts for
certain statutory and discovery costs associated with this
ruling. As such, we accrued $240,000 in the second quarter of
2007, included in (Gain) loss from litigation-related and
other settlements, net in the Consolidated Statements of
Operations, of which $78,000 of the award was paid in the second
quarter of 2008. On February 9, 2009, the Court of Appeals
issued its opinion affirming the judgment for Exar and Rohm in
full. During the third quarter of 2009, we completed
negotiations with Exar and Rohm, resulting in separate
settlement agreements calling for a final payment to Exar of
$70,000 and no additional payment due Rohm. As a result of the
settlements, we reversed a remaining excess accrual of
approximately $96,000 in the third quarter of 2009, which is
recorded in Gain from litigation-related and other
settlements, net in the accompanying Consolidated
Statement of Operations.
During the third quarter of 2009, we entered into a release and
settlement agreement with a vendor over alleged product
performance issues with certain of the vendors products.
We received a payment of $750,000 in consideration for the
settlement, which is recorded in Gain from
litigation-related and other settlements, net in the
accompanying Consolidated Statement of Operations.
On August 18, 2005, we filed an action in The Superior
Court of the Commonwealth of Massachusetts, County of Essex
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
us. On August 1, 2007, we reached an agreement in principle
to settle the lawsuit with Concurrent for $2,350,000, all of
which would be paid by our insurance carriers. The settlement
agreement was finalized effective August 28, 2007, upon
which we made the settlement payment of $2,350,000 to Concurrent
and in turn received payment for that same amount from our
insurance carriers. There was no impact on the Consolidated
Statement of Operations for the year ended December 31,
2007 as a result of the settlement.
We are involved in certain other litigation and claims
incidental to the conduct of its business. While the outcome of
lawsuits and claims against us cannot be predicted with
certainty, we do not expect any current litigation or claims to
have a material adverse impact on our financial position or
results of operations.
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PART II
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ITEM 5.
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MARKET
FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
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Our Common Stock is listed on The Nasdaq Stock Market, LLC,
under the trading symbol VICR. Shares of our
Class B Common Stock are not registered with the Securities
and Exchange Commission, are not listed on any exchange nor
traded on any market, and are subject to transfer restrictions
under our Restated Certificate of Incorporation, as amended.
The following table sets forth the quarterly high and low sales
prices for the Common Stock as reported by The Nasdaq Stock
Market for the periods indicated:
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2009
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High
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Low
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First Quarter
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$
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6.75
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$
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3.86
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Second Quarter
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7.30
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4.63
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Third Quarter
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7.97
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6.42
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Fourth Quarter
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9.68
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6.50
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|
|
|
|
|
2008
|
|
High
|
|
|
Low
|
|
|
First Quarter
|
|
$
|
15.84
|
|
|
$
|
10.34
|
|
Second Quarter
|
|
|
13.18
|
|
|
|
9.81
|
|
Third Quarter
|
|
|
11.49
|
|
|
|
8.24
|
|
Fourth Quarter
|
|
|
9.05
|
|
|
|
3.80
|
|
As of February 28, 2010, there were 239 holders of record
of our Common Stock and 16 holders of record of our 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 our Board of
Directors and depend on actual cash from operations, our
financial condition and capital requirements, and any other
factors the Board of Directors may consider relevant. On
January 14, 2009, the Board of Directors voted in support
of managements recommendation that dividends be suspended
indefinitely.
On March 14, 2008, the Board of Directors approved a cash
dividend of $0.15 per share of Common Stock. The total dividend
of approximately $6,245,000 was paid on April 18, 2008 to
shareholders of record at the close of business on April 2,
2008.
On August 7, 2008, the Board of Directors approved a cash
dividend of $0.15 per share of Common Stock. The total dividend
of approximately $6,249,000 was paid on September 10, 2008
to shareholders of record at the close of business on
August 25, 2008.
During the year ending December 31, 2008, a subsidiary paid
a total of $2,290,000 in dividends, of which $1,168,000 was paid
to an outside shareholder. During the year ending
December 31, 2009, two subsidiaries paid a total of
$4,012,000 in dividends, of which $1,269,000 was paid to outside
shareholders. Dividends paid to outside shareholders are
accounted for as a reduction in noncontrolling interest.
16
Issuer
Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
Number (of
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2009
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
8,541,000
|
|
November 1 30, 2009
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
8,541,000
|
|
December 1 31, 2009
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
8,541,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
8,541,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In November 2000, our Board of Directors authorized the
repurchase of up to $30,000,000 of our Common Stock (the
November 2000 Plan). The November 2000 Plan
authorizes us 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. We did not repurchase shares of Common Stock during
the year ended December 31, 2009.
17
Stockholder
Return Performance Graph
The graph set forth below presents the cumulative, five-year
stockholder return for each of the Corporations Common
Stock, the Standard & Poors 500 Index
(S&P 500 Index), a value-weighted index made up
of 500 of the largest, by market capitalization, listed
companies, and the Standard & Poors SmallCap 600
Index (S&P SmallCap 600 Index), a
value-weighted index of 600 listed companies with market
capitalizations between $200,000,000 and $1,000,000,000.
The graph assumes an investment of $100 on December 31,
2004 in each of our Common Stock, the S&P 500 Index, and
the S&P SmallCap 600 Index, and assumes reinvestment of all
dividends. 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 S&P SmallCap 600 Index
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
2009
|
Vicor Corporation
|
|
|
$
|
100.00
|
|
|
|
$
|
121.50
|
|
|
|
$
|
87.02
|
|
|
|
$
|
125.53
|
|
|
|
$
|
54.69
|
|
|
|
$
|
76.95
|
|
S&P 500 Index
|
|
|
$
|
100.00
|
|
|
|
$
|
104.89
|
|
|
|
$
|
121.46
|
|
|
|
$
|
128.13
|
|
|
|
$
|
80.73
|
|
|
|
$
|
102.08
|
|
S&P SmallCap 600 index
|
|
|
$
|
100.00
|
|
|
|
$
|
107.68
|
|
|
|
$
|
123.96
|
|
|
|
$
|
123.59
|
|
|
|
$
|
85.19
|
|
|
|
$
|
106.98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
ITEM 6.
|
SELECTED
FINANCIAL DATA
|
The following selected consolidated financial data with respect
to our statements of operations for the years ended
December 31, 2009 and 2008, and with respect to our balance
sheets as of December 31, 2009 and 2008, are derived from
our Consolidated Financial Statements, which appear elsewhere in
this report and which have been audited by Grant Thornton LLP,
our independent registered public accounting firm. The following
selected consolidated financial data with respect to our
statements of operations for the year ended December 31,
2007, and with respect to our balance sheet as of
December 31, 2007, are derived from our Consolidated
Financial Statements, which appear elsewhere in this report and
which have been audited by Ernst & Young LLP, our
previous independent registered public accounting firm. The
following selected consolidated financial data with respect to
our statements of operations for the years ended
December 31, 2006 and 2005, and with respect to our balance
sheets as of December 31, 2007, 2006 and 2005, are derived
from our Consolidated Financial Statements, which are not
included herein. As described in Notes 2 and 18 in the
Notes to the Consolidated Financial Statements, we changed our
accounting and reporting for minority interests, which are now
characterized as noncontrolling interests, as of January 1,
2009. As a result, the presentation and disclosure requirements
were retroactively applied to minority interest amounts existing
as of and for the years ended December 31, 2008, 2007,
2006, and 2005. 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
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
|
(In thousands, except per share data)
|
|
|
Net revenues
|
|
$
|
197,959
|
|
|
$
|
205,368
|
|
|
$
|
195,827
|
|
|
$
|
192,047
|
|
|
$
|
179,351
|
|
Income (loss) from operations
|
|
|
4,773
|
|
|
|
(1,142
|
)
|
|
|
1,071
|
|
|
|
(33,182
|
)
|
|
|
3,380
|
|
Consolidated net income (loss)
|
|
|
4,093
|
|
|
|
(1,778
|
)
|
|
|
5,874
|
|
|
|
(28,497
|
)
|
|
|
4,300
|
|
Net income attributable to noncontrolling interest
|
|
|
1,295
|
|
|
|
1,817
|
|
|
|
539
|
|
|
|
562
|
|
|
|
807
|
|
Net income (loss) attributable to Vicor Corporation
|
|
|
2,798
|
|
|
|
(3,595
|
)
|
|
|
5,335
|
|
|
|
(29,059
|
)
|
|
|
3,493
|
|
Net income (loss) per share basic and diluted
attributable to Vicor Corporation
|
|
|
.07
|
|
|
|
(.09
|
)
|
|
|
.13
|
|
|
|
(.69
|
)
|
|
|
.08
|
|
Weighted average shares basic
|
|
|
41,665
|
|
|
|
41,651
|
|
|
|
41,597
|
|
|
|
41,839
|
|
|
|
41,923
|
|
Weighted average shares diluted
|
|
|
41,671
|
|
|
|
41,651
|
|
|
|
41,687
|
|
|
|
41,839
|
|
|
|
42,089
|
|
Cash dividends per share
|
|
$
|
|
|
|
$
|
.30
|
|
|
$
|
.30
|
|
|
$
|
.27
|
|
|
$
|
.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Balance Sheet Data
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
|
(In thousands)
|
|
|
Working capital
|
|
$
|
74,791
|
|
|
$
|
65,297
|
|
|
$
|
114,924
|
|
|
$
|
123,467
|
|
|
$
|
150,385
|
|
Total assets
|
|
|
180,577
|
|
|
|
171,922
|
|
|
|
192,458
|
|
|
|
247,461
|
|
|
|
243,902
|
|
Total liabilities
|
|
|
24,511
|
|
|
|
20,496
|
|
|
|
23,978
|
|
|
|
73,696
|
|
|
|
25,934
|
|
Total equity
|
|
|
156,066
|
|
|
|
151,426
|
|
|
|
168,480
|
|
|
|
173,765
|
|
|
|
217,968
|
|
19
|
|
ITEM 7.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
Overview
We design, develop, manufacture and market modular power
components and complete power systems based upon a portfolio of
patented technologies. We sell our products primarily to
customers in the higher-performance, higher-power segments of
the power systems market, including telecommunications and
networking infrastructure, enterprise and high performance
computing, industrial automation, vehicles and transportation,
and defense electronics, through a network of independent sales
representative organizations in North and South America and,
internationally, through independent distributors. International
sales as a percentage of total revenues were approximately 41%
in 2009, 42% in 2008 and 37% in 2007, respectively.
We have organized our business segments according to our key
product lines. The BBU segment designs, develops, manufactures
and markets modular power converters and configurable products,
and also includes the operations of our Westcor division, the
six entities comprising Vicor Custom Power, and VJCL. V*I Chip
designs, develops, manufactures and markets our FPA products.
Picor develops, manufactures and markets integrated circuits and
related products for use in a variety of power management and
power system applications. Picor develops these products to be
sold as part of Vicors products or to third parties for
separate applications.
For the year ended December 31, 2009, revenues decreased to
$197,959,000 from $205,368,000 in 2008. We had income before
taxes of $5,455,000 in 2009 as compared to $886,000 in 2008. We
reported net income in 2009 of $2,798,000, as compared to a net
loss of $(3,595,000) in 2008, and a diluted income per share of
$0.07 in 2009 as compared with a diluted loss per share of
$(0.09) in 2008. The gross margin for 2009 increased to 44.2%,
compared with 42.0% in 2008. The primary components of the
increase in gross margin dollars and percentage were due to a
more favorable product mix and lower production costs.
The book to bill ratio, calculated as the dollar amount of
orders placed with scheduled delivery dates within one year
divided by the net revenues in the respective period, for the
third and fourth quarters of 2009 was 1.19:1 and 1.16:1,
respectively. The book to bill ratio for the year ended
December 31, 2009 and 2008 was 1.03:1. We ended 2009 with
approximately $58,500,000 in backlog, representing the total of
purchase orders received for which product has not yet been
shipped, compared to $52,700,000 at the end of 2008.
Operating expenses for 2009 decreased $4,606,000, or 5.3%, to
$82,821,000 from $87,427,000 in 2008, principally due to a
decrease in selling, general and administrative expenses of
$8,274,000 and an increase in Gain from litigation-related
and other settlements, net of $669,000, offset by an
aggregate pre-tax severance charge of $4,099,000 in connection
with workforce reductions implemented during 2009 and an
increase in research and development expenses of $238,000. The
key decreases in selling, general and administrative expenses
were compensation expenses of $3,000,000, legal fees of
$1,672,000, audit and tax fees of $923,000, advertising expenses
of $886,000, travel expenses of $657,000, training expenses of
$245,000 and depreciation and amortization expense of $197,000.
During the third quarter of 2009, we entered into a release and
settlement agreement with a vendor over alleged product
performance issues with certain of the vendors products.
We received a payment of $750,000 in consideration for the
settlement, which is recorded in Gain from
litigation-related and other settlements, net in the
accompanying Consolidated Statement of Operations. In addition,
we completed negotiations with Exar and Rohm, resulting in
separate settlement agreements calling for a final payment to
Exar of $70,000 and no additional payment due Rohm. As a result
of the settlements, we reversed a remaining excess accrual of
approximately $96,000 in the third quarter of 2009, which is
recorded in Gain from litigation-related and other
settlements, net in the accompanying Consolidated
Statement of Operations.
Other income (expense), net decreased $1,346,000 to
$682,000 from $2,028,000 in 2008. The primary reason for the
decline was a decrease in interest income of $1,421,000.
Loss from equity method investment (net of tax) decreased
$1,688,000 from 2008 to zero in 2009. This was principally due
to the equity method investment in Great Wall Semiconductor
Corporation (GWS) being
20
adjusted for a decline in value judged to be other than
temporary of $706,000 in the first quarter and $555,000 in the
fourth quarter of 2008, respectively, and bringing the
investment balance in GWS to zero as of December 31, 2008.
In 2009, depreciation and amortization totaled $10,198,000, and
capital additions were $10,643,000, compared to $10,515,000 and
$8,265,000, respectively, for 2008.
Inventories decreased by approximately $5,324,000, or 20.0%, to
$21,357,000 in 2009 as compared with $26,681,000 at the end of
2008. The decrease was primarily attributed to decreases in BBU
and V*I Chip inventories of approximately $4,396,000 and
$955,000, respectively, in an effort to better align inventory
levels with demand.
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 contained elsewhere in this
report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
Net revenues
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
Gross margin
|
|
|
44.2
|
%
|
|
|
42.0
|
%
|
|
|
40.3
|
%
|
Selling, general and administrative expenses
|
|
|
24.2
|
%
|
|
|
27.4
|
%
|
|
|
25.0
|
%
|
Research and development expenses
|
|
|
16.0
|
%
|
|
|
15.3
|
%
|
|
|
15.5
|
%
|
Income (loss) before income taxes
|
|
|
2.8
|
%
|
|
|
0.4
|
%
|
|
|
3.1
|
%
|
Critical
Accounting Policies and Estimates
Managements Discussion and Analysis of Financial Condition
and Results of Operations discusses our 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, 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. As
described in Notes 2 and 18 in the Notes to the
Consolidated Financial Statements, we adopted the new accounting
standard for noncontrolling interests and changed the reporting
for minority interests, which are now characterized as
noncontrolling interests as of January 1, 2009. Management
believes the following accounting policies involve its more
significant judgments and estimates used in the preparation of
its Consolidated Financial Statements in this
Form 10-K.
Allowance
for Doubtful Accounts
We maintain 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 our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional
allowances may be required.
Inventories
We employ a variety of methodologies to estimate allowances for
its inventory for estimated obsolescence or unmarketable
inventory, based upon its known backlog and historical usage,
and assumptions about future
21
demand and market conditions. For BBU products produced at our
Andover facility, our principal manufacturing location, the
model used is based upon a comparison of on-hand quantities to
projected demand, such that amounts of inventory on hand in
excess of a three-year projected usage are fully reserved. 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.
Fair
Value Measurements
We account for certain financial assets at fair value, defined
as the price that would be received to sell an asset or paid to
transfer a liability (i.e., an exit price) in the principal or
most advantageous market for the asset or liability in an
orderly transaction between market participants on the
measurement date. As such, fair value is a market-based
measurement that is determined based on assumptions that market
participants would use in pricing an asset or liability. If
management made different assumptions or judgments, material
differences in fair values could occur.
Short
Term and Long-Term Investments
Our short-term and long-term investments are classified as
either trading or
available-for-sale
securities.
Available-for-sale
securities are carried at fair value, with unrealized gains and
losses, net of tax, attributable to credit loss recorded through
the statement of operations and unrealized gains and losses, net
of tax, attributable to other non-credit factors reported in
Accumulated other comprehensive (loss) income, a
component of Total Equity. In determining the amount of credit
loss, we compare the present value of cash flows expected to be
collected to the amortized cost basis of the securities,
considering credit default risks probabilities and changes in
credit ratings as significant inputs, among other factors.
Trading securities are carried at fair value, with unrealized
gains and losses recognized through the statement of operations
each reporting period. We periodically evaluate if an investment
is considered impaired, whether an impairment is other than
temporary, and the measurement of an impairment loss. We
consider a variety of impairment indicators such as, but not
limited to, a significant deterioration in the earnings
performance, credit rating, or asset quality of the investment.
As of December 31, 2009, we held $33,600,000 of auction
rate securities at par value, consisting of collateralized debt
obligations, supported by pools of student loans, sponsored by
state student loan agencies and corporate student loan servicing
firms. The interest rates for these securities are reset at
auction at regular intervals ranging from seven to ninety days.
The auction rate securities held by us, prior to February 2008,
historically traded at par and are callable at par at the option
of the issuer. On December 31, 2009, the majority of the
auction rate securities we held were AAA/Aaa rated by the major
credit rating agencies, with all of the securities
collateralized by student loans, of which most are guaranteed by
the U.S. Department of Education under the Federal Family
Education Loan Program.
Until February 2008, the auction rate securities market was
liquid, as the investment banks conducting the periodic
Dutch auctions by which interest rates for the
securities had been established had committed their capital to
support such auctions in the event of insufficient third-party
investor demand. Starting the week of February 11, 2008, a
substantial number of auctions failed, as demand from
third-party investors weakened and the investment banks
conducting the auctions chose not to commit capital to support
such auctions (i.e., investment banks chose not to purchase
securities themselves in order to balance supply and demand,
thereby facilitating a successful auction, as they had done in
the past). The consequences of a failed auction are (a) an
investor must hold the specific security until the next
scheduled auction (unless that investor chooses to sell the
security to a third party outside of the auction process) and
(b) the interest rate on the security generally resets to
an interest rate set forth in each securitys indenture.
22
As of December 31, 2009, we held auction rate securities
that had experienced failed auctions totaling $33,600,000 at par
value (the Failed Auction Securities), of which
$2,150,000 was redeemed at par subsequent to December 31,
2009. Management is not aware of any reason to believe any of
the issues of the Failed Auction Securities we hold are
presently at risk of default. Through December 31, 2009, we
have continued to receive interest payments on the Failed
Auction Securities in accordance with their terms. We believe
that all of our auction rate security investments will
ultimately be liquidated without significant loss primarily due
to the overall quality of the issues held and the collateral
securing the substantial majority of the underlying obligations.
However, current conditions in the auction rate securities
market have led us to conclude the recovery period for the
Failed Auction Securities exceeds 12 months. As a result,
we continued to classify the Failed Auction Securities as
long-term as of December 31, 2009, except for the
$2,150,000 redeemed at par subsequent to December 31, 2009,
which was reclassified as short-term.
In November 2008, we entered into an agreement with UBS AG
(UBS) regarding $18,300,000 of auction rate
securities at par value that we held with a broker-dealer
affiliate of UBS (the UBS ARS), of which $4,400,000
have subsequently been redeemed at par. The agreement provides
us a contractual right (the ARS Right) that entitles
us to sell the auction rate securities it holds with UBS to UBS
at par during the period of June 30, 2010 through
July 2, 2012. Until then, we are entitled to receive
interest payments on our auction rate securities in accordance
with their terms. The terms and conditions of the settlement
include a release of claims against UBS and its affiliates. The
ARS Right is a separate free-standing instrument accounted for
separately from the UBS ARS and is accounted for as a purchased
put option. We elected fair value accounting for the ARS Right.
The election was made to mitigate volatility in earnings caused
by accounting for the receipt of the ARS Right and the
underlying auction rate securities under different methods.
The remaining balance of our auction rate securities, classified
as
available-for-sale
securities, is held with a broker-dealer affiliate of Bank of
America (the BofA ARS). While the Failed Auction
Securities are all highly rated investments, continued failure
to sell at their reset dates, changes in the market conditions
or declines in credit ratings could negatively impact the
carrying value of the investments, in turn leading to impairment
charges in future periods.
Long-Lived
Assets
We evaluate the recoverability of our identifiable intangible
assets, goodwill and other long-lived assets when events or
circumstances indicate a potential impairment. We periodically
assess the remaining use of fixed assets based upon operating
results and cash flows 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
We record stock-based compensation expense based on the fair
value of stock-based awards measured at the grant date and
recognized over the relevant service period. We estimate the
fair value of each stock-based award on the measurement date
using either the current market price or the Black-Scholes
option valuation model. The Black-Scholes option valuation model
incorporates assumptions as to stock price volatility, the
expected life of options, forfeiture rate, a risk-free interest
rate and dividend yields. Many of these assumptions are highly
subjective and require the exercise of management judgment. If
management made different estimates or judgments, material
differences in the amount of stock-based compensation would
occur.
Product
Warranties
We generally warrant our products for a period of two years. We
maintain 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.
23
Income
Taxes
We recognize deferred tax assets and liabilities using enacted
rates for the effect of temporary differences between the book
and tax bases of recorded assets and liabilities. We reduce
deferred tax assets 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. We have 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 on December 31,
2009. In reaching this conclusion, we evaluated all relevant
criteria, including the existence of significant temporary
differences reversing in the carryforward period. 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 us 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.
We follow a two-step process to determine the amount of tax
benefit to recognize in our financial statements. 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. We accrue
interest and penalties, if any, related to unrecognized tax
benefits as a component of income tax expense. If the judgments
and estimates made by us are not correct, the unrecognized tax
benefits may have to be adjusted, and the adjustments could be
material.
Contingencies
From time to time, we receive notices of product failure claims,
infringement of patent or intellectual property rights of others
or for other claims. We periodically assess each matter to
determine if a contingent liability should be recorded. In
making this assessment, we may consult, depending on the nature
of the matter, with external legal counsel and technical
experts. Based on the information we obtain, combined with our
judgment regarding all the facts and 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 loss. In determining the amount of the
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 and financial position.
Year
ended December 31, 2009 compared to Year ended
December 31, 2008
Net revenues for fiscal 2009 were $197,959,000, a decrease of
$7,409,000 or 3.6%, as compared to $205,368,000 for the same
period in 2008.
The components of revenue were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
|
2009
|
|
|
2008
|
|
|
$
|
|
|
%
|
|
|
BBU
|
|
$
|
187,359
|
|
|
$
|
189,360
|
|
|
$
|
(2,001
|
)
|
|
|
(1.1
|
)%
|
V*I Chip
|
|
|
8,581
|
|
|
|
14,991
|
|
|
|
(6,410
|
)
|
|
|
(42.8
|
)%
|
Picor
|
|
|
2,019
|
|
|
|
1,017
|
|
|
|
1,002
|
|
|
|
98.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
197,959
|
|
|
$
|
205,368
|
|
|
$
|
(7,409
|
)
|
|
|
(3.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Orders for fiscal year 2009 decreased by 3.6% compared with
2008. This decrease was caused by a decrease in BBU orders
during the period of 4.8%, offset by an increase in V*I Chip
orders of 6.1% and an increase in Picor orders of 140.1%. The
book-to-bill
ratio for fiscal year 2009 and 2008 was 1.03:1.
Gross margin for fiscal 2009 increased $1,309,000, or 1.5%, to
$87,594,000 from $86,285,000 in 2008. Gross margin as a
percentage of net revenues increased to 44.2% from 42.0%
compared to the same period a year ago. The increase in gross
margin dollars and gross margin percentage was the result of a
more favorable product mix, principally due to increased
shipments of higher gross margin products from the Vicor Custom
Power subsidiaries and a decrease in shipments of lower gross
margin V*I Chip products. Lower production costs also
contributed to the higher gross margin.
Selling, general and administrative expenses were $47,932,000
for 2009, a decrease of $8,274,000, or 14.7%, as compared to
$56,206,000 for the same period in 2008. As a percentage of net
revenues, selling, general and administrative expenses decreased
to 24.2% from 27.4%.
The components of the $8,274,000 decrease were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
|
|
|
Compensation
|
|
$
|
(3,000
|
)
|
|
|
(10.6
|
)%(1)
|
Legal fees
|
|
|
(1,672
|
)
|
|
|
(61.7
|
)%(2)
|
Audit and tax fees
|
|
|
(923
|
)
|
|
|
(42.6
|
)%(4)
|
Advertising expenses
|
|
|
(886
|
)
|
|
|
(27.9
|
)%(3)
|
Travel expenses
|
|
|
(657
|
)
|
|
|
(29.2
|
)%(5)
|
Training expenses
|
|
|
(245
|
)
|
|
|
(17.0
|
)%
|
Depreciation and amortization
|
|
|
(197
|
)
|
|
|
(5.8
|
)%
|
International office expenses
|
|
|
(104
|
)
|
|
|
(28.5
|
)%
|
Employment advertising and recruiting
|
|
|
(97
|
)
|
|
|
(87.0
|
)%
|
Facilities expense
|
|
|
(53
|
)
|
|
|
(3.3
|
)%
|
Stockholder reporting
|
|
|
(82
|
)
|
|
|
(32.7
|
)%
|
Commissions expense
|
|
|
75
|
|
|
|
1.2
|
%
|
Other, net
|
|
|
(433
|
)
|
|
|
(10.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(8,274
|
)
|
|
|
(14.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Decrease primarily attributable to the workforce reductions
completed in 2009. |
|
(2) |
|
Decrease primarily attributed to a decrease in activity
associated with our lawsuit brought against certain of its
insurance carriers with respect to the Ericsson, Inc. settlement
of product liability litigation in 2009 compared to 2008. |
|
(3) |
|
Decrease primarily attributed to decreased advertising in trade
publications. |
|
(4) |
|
Decrease primarily attributed to the late filings of our 2007
Forms 10-Q
and additional work related to accounting for our investment in
GWS in the first quarter of 2008. |
|
(5) |
|
Represents an overall reduction in travel across all business
units and functional groups. |
Research and development expenses increased $238,000, or 0.8%,
to $31,636,000 in 2009 from $31,398,000 in 2008. As a percentage
of net revenues, research and development increased to 16.0%
from 15.3%.
25
The components of the $238,000 increase were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
|
|
|
Project materials
|
|
$
|
710
|
|
|
|
19.5
|
%(1)
|
Picor non-recurring engineering charges
|
|
|
371
|
|
|
|
(79.2
|
)%(2)
|
Set-up and
tooling expenses
|
|
|
55
|
|
|
|
38.0
|
%
|
Travel expenses
|
|
|
(83
|
)
|
|
|
(30.2
|
)%
|
Compensation
|
|
|
(380
|
)
|
|
|
(1.6
|
)%(3)
|
Deferred costs
|
|
|
(666
|
)
|
|
|
368.5
|
%(4)
|
Other, net
|
|
|
231
|
|
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
238
|
|
|
|
0.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Increase primarily attributed to an increase in materials
associated with the development of V*I Chip and Picor products. |
|
(2) |
|
The Picor business unit provides engineering services to BBU and
V*I Chip to support certain manufacturing processes and research
and development activities. A decline in services related to
manufacturing processes resulted in an increase in the amount of
charges allocated to research and development expense. |
|
(3) |
|
Decrease primarily attributable to the workforce reduction
completed in the first quarter of 2009. |
|
(4) |
|
Decrease primarily attributed to an increase in deferred costs
capitalized for certain non-recurring engineering projects for
which the related revenues have been deferred. |
On January 14, 2009, senior management authorized and we
announced a plan to reduce our workforce by approximately eight
percent by the end of January 2009. Senior management authorized
additional reductions to our workforce in the second and third
quarters of 2009. We completed these reductions in workforce and
recorded pre-tax charges for severance and other
employee-related costs of $4,099,000 for 2009.
During the third quarter of 2009, we entered into a release and
settlement agreement with a vendor over alleged product
performance issues with certain of the vendors products.
We received a payment of $750,000 in consideration for the
settlement, which is recorded in Gain from
litigation-related and other settlements, net in the
accompanying Consolidated Statement of Operations. In addition,
we completed negotiations with Exar and Rohm, resulting in
separate settlement agreements calling for a final payment to
Exar of $70,000 and no additional payment due Rohm. As a result
of the settlements, we reversed a remaining excess accrual of
approximately $96,000 in the third quarter of 2009, which is
recorded in Gain from litigation-related and other
settlements, net in the accompanying Consolidated
Statement of Operations.
The major changes in the components of the Other income
(expense), net were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2009
|
|
|
2008
|
|
|
(Decrease)
|
|
|
|
(as adjusted)
|
|
|
Interest income
|
|
$
|
717
|
|
|
$
|
2,138
|
|
|
$
|
(1,421
|
)
|
Unrealized gain (loss) on trading securities
|
|
|
1,268
|
|
|
|
(2,238
|
)
|
|
|
3,506
|
|
Unrealized gain (loss) on auction rate securities rights
|
|
|
(964
|
)
|
|
|
1,926
|
|
|
|
(2,890
|
)
|
Credit losses on available for sale securities
|
|
|
(464
|
)
|
|
|
|
|
|
|
(464
|
)
|
Foreign currency gains, net
|
|
|
35
|
|
|
|
82
|
|
|
|
(47
|
)
|
Gain on disposal of equipment
|
|
|
30
|
|
|
|
19
|
|
|
|
11
|
|
Other
|
|
|
60
|
|
|
|
101
|
|
|
|
(41
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
682
|
|
|
$
|
2,028
|
|
|
$
|
(1,346
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
The decrease in interest income is due to lower average balances
on our cash equivalents and short and long-term investments as
well as a decrease in interest rates. The unrealized gains
(losses) and credit loss on our auction rate securities and
securities rights results from the change in fair value of these
investments during the period.
Income (loss) before income taxes was $5,455,000 in 2009
compared to $886,000 for 2008.
The provision for income taxes and the effective income tax rate
for the year ended December 31, 2009 and 2008 were as
follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
|
|
2009
|
|
2008
|
|
|
|
|
(as adjusted)
|
|
Provision for income taxes
|
|
$
|
1,362
|
|
|
$
|
976
|
|
Effective income tax rate
|
|
|
25.0
|
%
|
|
|
110.2
|
%
|
The lower effective income tax rate for the year ended
December 31, 2009 compared to the same period in 2008 is
principally due an increase in income before income taxes from
$886,000 in 2008 to $5,455,000 in 2009, with only a $386,000
increase in the provision for income taxes from 2008 to 2009.
The provision for income taxes was higher in 2009 than 2008 due
to a reduction in tax reserves due to closing tax periods in
certain jurisdictions of $1,123,000 in 2008, partially offset by
higher estimated federal and state income taxes for one of the
minority-owned subsidiaries that is not part of our consolidated
tax return in 2008 compared to 2009.
Loss from equity method investment (net of tax) decreased from
$1,688,000 in 2008 to $0 in 2009. 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 $706,000 in the
first quarter of 2008 and $555,000 in the fourth quarter,
respectively, the allocation of equity method losses for 2008,
and bringing the investment balance in GWS to zero as of
December 31, 2008.
Net income of noncontrolling interest decreased $522,000 from
$1,817,000 for 2008 to $1,295,000 in 2009. This was due to lower
net income at certain entities in which we hold a noncontrolling
interest.
Basic and diluted income (loss) per share attributable to Vicor
Corporation was $0.07 for the year ended December 31, 2009
compared to $(0.09) for the year ended December 31, 2008.
Year
ended December 31, 2008 compared to Year ended
December 31, 2007
Net revenues for fiscal 2008 were $205,368,000, an increase of
$9,541,000 or 4.9%, as compared to $195,827,000 for the same
period in 2007.
The components of revenue were as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
Increase (decrease)
|
|
|
|
2008
|
|
|
2007
|
|
|
$
|
|
|
%
|
|
|
BBU
|
|
$
|
189,360
|
|
|
$
|
185,827
|
|
|
$
|
3,533
|
|
|
|
1.9
|
%
|
V*I Chip
|
|
|
14,991
|
|
|
|
8,873
|
|
|
|
6,118
|
|
|
|
69.0
|
%
|
Picor
|
|
|
1,017
|
|
|
|
1,127
|
|
|
|
(110
|
)
|
|
|
(9.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
205,368
|
|
|
$
|
195,827
|
|
|
$
|
9,541
|
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Orders for fiscal year 2008 increased by 2.7% compared with
2007. This increase was caused by an increase in BBU orders
during the period of 3.2%, offset by a decrease in V*I Chip
orders. The
book-to-bill
ratio for fiscal year 2008 was 1.03:1 as compared to 1.05:1 for
the same period a year ago.
Gross margin for fiscal 2008 increased $7,276,000, or 9.2%, to
$86,285,000 from $79,009,000 in 2007 and increased as a
percentage of revenues to 42.0% from 40.3%. The primary
component of the change in gross margin dollars and gross margin
percentage was the increase in net revenues from the sale of
both BBU
27
and V*I Chip products, improved product mix and pricing, and
improved BBU manufacturing efficiency, as well as lower product
returns and warranty expense than incurred in 2007. During the
third quarter of 2007, we 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 third and second quarters of 2007 were negatively
impacted by approximately $720,000 and $260,000, respectively,
from a combination of product returns that affected net revenues
and charges to cost of revenues for warranty costs.
Selling, general and administrative expenses were $56,206,000
for 2008, an increase of $7,287,000, or 14.9%, as compared to
$48,919,000 for the same period in 2007. As a percentage of net
revenues, selling, general and administrative expenses increased
to 27.4% from 25.0%.
The components of the $7,287,000 increase were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
|
|
|
Compensation
|
|
$
|
4,186
|
|
|
|
17.3
|
%(1)
|
Commissions expense
|
|
|
560
|
|
|
|
9.7
|
%(2)
|
Advertising expense
|
|
|
485
|
|
|
|
18.0
|
%(3)
|
Legal fees
|
|
|
440
|
|
|
|
19.4
|
%(4)
|
Audit and tax fees
|
|
|
332
|
|
|
|
18.1
|
%(5)
|
Training, consultants and computer expense
|
|
|
290
|
|
|
|
25.1
|
%
|
Travel expense
|
|
|
234
|
|
|
|
11.6
|
%
|
Outside services
|
|
|
79
|
|
|
|
14.3
|
%
|
Other, net
|
|
|
681
|
|
|
|
8.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
7,287
|
|
|
|
14.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Increase primarily attributed to annual compensation adjustments
in May 2008 and increases in headcount. The increase in
compensation expense included previously unidentified
compensation-related accruals of $320,000 for certain of our
international subsidiaries and additional stock compensation
expense of $90,000 identified and recorded in the first quarter
of 2008. The impact on the first quarter of 2008, as well as on
prior periods, was not material. The figure includes annual
compensation adjustments and related personnel expenses
associated with VJCL and Vicor Custom Power entities. |
|
(2) |
|
Increase due to changes in the mix of revenues subject to
commissions, primarily caused by an increase in Vicor Custom
Power revenues. |
|
(3) |
|
Increase primarily attributed to increases in advertising and
web development expenses. |
|
(4) |
|
Increase primarily attributed to our lawsuit brought against
certain of our insurance carriers with respect to the Ericsson,
Inc. settlement of product liability litigation, primarily in
the fourth quarter of 2008. |
|
(5) |
|
Increase primarily attributed to the late filings of our 2007
Forms 10-Q
and additional work related to accounting for our investment in
GWS. |
Research and development expenses increased $1,026,000, or 3.4%,
to $31,398,000 in 2008 from $30,372,000 in 2007. As a percentage
of net revenues, research and development decreased to 15.3%
from 15.5%.
28
The components of the $1,026,000 increase were as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease)
|
|
|
Compensation
|
|
$
|
1,390
|
|
|
|
6.4
|
%(1)
|
Picor non-recurring engineering charges
|
|
|
245
|
|
|
|
34.4
|
%(2)
|
Travel expense
|
|
|
99
|
|
|
|
56.5
|
%
|
Outside services
|
|
|
59
|
|
|
|
60.6
|
%
|
Project materials
|
|
|
(425
|
)
|
|
|
(10.5
|
)%(3)
|
Training expense
|
|
|
(58
|
)
|
|
|
(49.5
|
)%
|
Other, net
|
|
|
(284
|
)
|
|
|
(6.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,026
|
|
|
|
(3.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Increase primarily attributed to annual compensation adjustments
in May 2008. |
|
(2) |
|
The Picor business unit provides engineering services to BBU and
V*I Chip segments to support certain manufacturing processes and
research and development activities. A decline in services
related to manufacturing processes resulted in an increase in
the amount of charges allocated to research and development
expense. |
|
(3) |
|
Decrease attributed to reduced expenses at Picor and the BBU of
$1,134,000, partially offset by increases due to the
re-engineering of certain V*I Chip materials and processes of
$509,000. |
In the second quarter of 2007, we received total payments of
$1,770,000 in full settlement of our patent infringement
litigation against Artesyn Technologies, Inc., Lucent
Technologies Inc., and the Tyco Power Systems unit of Tyco
International Ltd. (which had acquired the Power Systems
business of Lucent Technologies). The full amount of the
payments, net of a $177,000 contingency fee we accrued for our
litigation counsel, has been included in (Gain) loss from
litigation-related settlements, net in the accompanying
Consolidated Statement of Operations. We subsequently were
informed by our litigation counsel that the full amount of the
contingency fee was waived and, therefore, the related accrual
of $177,000 was reversed in the second quarter of 2008. In
addition, in connection with a court award for Exar and Rohm in
December 2007 (see Part I - Item 3. Legal
Proceedings), we accrued $240,000 in the second quarter of 2007,
included in (Gain) loss from litigation-related
settlements, net in the Consolidated Statements of
Operations as a result of the courts decision, of which
$78,000 of the award was paid in the second quarter of 2008. On
February 9, 2009, the Court of Appeals issued its opinion
affirming the judgment for Exar and Rohm in full.
The major changes in the components of the other income
(expense), net were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
|
|
|
|
2008
|
|
|
2007
|
|
|
(Decrease)
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
|
|
|
Interest income
|
|
$
|
2,138
|
|
|
$
|
4,484
|
|
|
$
|
(2,346
|
)
|
Unrealized gain on auction rate securities rights
|
|
|
1,926
|
|
|
|
|
|
|
|
1,926
|
|
Unrealized loss on trading securities
|
|
|
(2,238
|
)
|
|
|
|
|
|
|
(2,238
|
)
|
Foreign currency gains, net
|
|
|
82
|
|
|
|
186
|
|
|
|
(104
|
)
|
Gain on disposal of equipment
|
|
|
19
|
|
|
|
129
|
|
|
|
(110
|
)
|
Other
|
|
|
101
|
|
|
|
128
|
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,028
|
|
|
$
|
4,927
|
|
|
$
|
(2,899
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in interest income is due to lower average balances
on our 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 decrease in foreign currency gains is
due to unfavorable exchange rates in 2008 as compared to 2007
affecting our subsidiaries in Europe and Hong Kong, partially
offset by favorable exchange rates affecting our subsidiary in
Japan. Our exposure to market risk for fluctuations in
29
foreign currency exchange rates relates primarily to the
operations of VJCL and changes in the dollar/yen exchange rate,
as the functional currency of our subsidiaries in Europe and
Hong Kong is the U.S. dollar.
In November 2008, we entered into a settlement agreement with
UBS regarding $18,300,000 of Failed Auction Securities, at par
value, we held with a broker-dealer affiliate of UBS. This
settlement provides us with a contractual right by which we may
sell the Failed Auction Securities held with UBS to UBS at par
during the period of June 30, 2010 through July 2,
2012. Until then, we remain entitled to receive interest
payments on the securities in accordance with their terms. The
terms and conditions of the settlement include a release of
claims against UBS and its affiliates. The right is a separate
freestanding instrument accounted for separately from the UBS
ARS and is being accounted for as a purchased put option. We
elected fair value accounting for the right. We made this
election to mitigate volatility in earnings caused by accounting
for the receipt of the right and the underlying securities under
different methods. The right was initially recorded at a fair
value of approximately $1,926,000, with the offset recorded as
an unrealized gain in Other income (expense), net.
Because we entered into this agreement with UBS, the total
amount of the Failed Auction Securities previously reported as
available-for-sale
have been reclassified as trading securities. Based
on the fair value measurements described in Note 5 to the
Consolidated Financial Statements, we estimated the fair value
of the Failed Auction Securities held with UBS on
December 31, 2008 to be approximately $16,062,000, compared
with a par value of $18,300,000. The difference of $2,238,000
has been recorded as an unrealized loss in Other income
(expense), net in the Consolidated Statement of Operations.
Income (loss) before income taxes was $886,000 in 2008 compared
to $5,998,000 for 2007.
The provision for income taxes and the effective income tax rate
for the year ended December 31, 2008 and 2007 were as
follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
|
|
2008
|
|
2007
|
|
|
(as adjusted)
|
|
(as adjusted)
|
|
Provision (benefit) for income taxes
|
|
$
|
976
|
|
|
$
|
(1,015
|
)
|
Effective income tax rate
|
|
|
110.2
|
%
|
|
|
(16.9
|
)%
|
The increase in the effective income tax rate for the year ended
December 31, 2008 compared to the comparable period in 2007
is primarily due to a decrease in income before taxes of
$5,998,000 in 2007 to income before taxes of $886,000 in 2008, a
lower reduction in tax reserves due to closing tax periods in
certain jurisdictions in 2008 compared to 2007 and higher
pre-tax income and therefore, higher estimated federal and state
income taxes for one of the minority-owned subsidiaries that is
not part of our consolidated income tax return in 2008. In
addition, we reversed approximately $300,000 of excess tax
reserves in the second quarter of 2007 and recorded a discrete
item of $169,000, representing refunds of interest received and
recorded as a benefit during the first quarter of 2007 in
connection with an Internal Revenue Service audit.
Loss from equity method investment (net of tax) increased
$549,000 to $1,688,000 from $1,139,000 for 2007. 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 $706,000 in the
second quarter and $555,000 in the fourth quarter of 2008,
respectively, bringing the investment balance to zero as of
December 31, 2008. Our decision to reduce the value of our
investment to zero was based on GWS continued operating
losses, the impact of the current global economic crisis on the
current and short-term outlook for its operations, a negative
working capital position as of December 31, 2008, and a
valuation based on discounted cash flows.
Net income of noncontrolling interest increased $1,278,000 to
$1,817,000 in 2008 from $539,000 for 2007. This was due to
higher net income at certain entities in which we hold a
noncontrolling interest.
Basic and diluted income (loss) per share attributable to Vicor
Corporation was $(0.09) for the year ended December 31,
2008, compared to $0.13 for the year ended December 31,
2007.
30
LIQUIDITY
AND CAPITAL RESOURCES
Due to the current economic environment, we have assessed our
overall liquidity position and have taken substantive steps to
preserve cash and reduce expenses. In the first quarter of 2009,
we announced an indefinite suspension of our dividend and
reduced our workforce by approximately eight percent. Additional
workforce reductions were implemented in the second and third
quarters of 2009.
At December 31, 2009, we had $40,224,000 in unrestricted
cash and cash equivalents. The ratio of current assets to
current liabilities was 4.6:1 at December 31, 2009,
compared to 4.7:1 at December 31, 2008. Working capital
increased $9,494,000 to $74,791,000 at December 31, 2009
from $65,297,000 at December 31, 2008. The primary factors
affecting the working capital increase were increases in cash
and cash equivalents of $17,585,000, other current assets of
$2,066,000, short term investments of $810,000, a decrease in
income taxes payable of $1,289,000 and accrued compensation and
benefits of $1,043,000, offset by increases in accounts payable
of $3,866,000, deferred revenue of $1,859,000, and accrued
severance charge of $259,000, as well as decreases in
inventories of $5,324,000 and accounts receivable of $2,192,000.
The primary source of cash for the year ended December 31,
2009, was $24,798,000 from operating activities and $4,955,000
in net sales of short-term and long-term investments. The
primary use of cash for the year ended December 31, 2009
was $10,643,000 for the purchase of equipment and $1,269,000 for
the payments of dividends, discussed below.
As of December 31, 2009, we held $31,500,000 of auction
rate securities classified as long-term investments and
$2,100,000 classified as short-term investments. Please see
Note 4. of the Consolidated Financial Statements for a
discussion of the securities and our accounting treatment
thereof.
In November 2000, our Board of Directors authorized the
repurchase of up to $30,000,000 of Common Stock (the
November 2000 Plan). The November 2000 Plan
authorizes us 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. We did not repurchase shares of Common Stock during
the year ended December 31, 2009. As of December 31,
2009, we had approximately $8,541,000 remaining under the
November 2000 Plan.
During the year ending December 31, 2009, two subsidiaries
paid a total of $4,690,000 in dividends, of which $1,269,000 was
paid to outside shareholders and accounted for as a reduction in
noncontrolling interest.
The table below summarizes our contractual obligations as of
December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
Less than
|
|
|
|
|
|
|
|
|
More Than
|
|
Contractual Obligations
|
|
Total
|
|
|
1 Year
|
|
|
Years 2 & 3
|
|
|
Years 4 & 5
|
|
|
5 Years
|
|
|
Operating lease obligations
|
|
$
|
3,159
|
|
|
$
|
1,260
|
|
|
$
|
1,553
|
|
|
$
|
314
|
|
|
$
|
32
|
|
Purchase obligations
|
|
|
1,335
|
|
|
|
304
|
|
|
|
626
|
|
|
|
405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,494
|
|
|
$
|
1,564
|
|
|
$
|
2,179
|
|
|
$
|
719
|
|
|
$
|
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We also have a contract with a third-party to supply nitrogen
for our manufacturing and research and development activities.
Under the contract, we are obligated to pay a minimum of
$286,000 annually, subject to semi-annual price adjustments,
through March 2015.
In addition to the amounts shown in the table above,
approximately $340,000 of unrecognized tax benefits have been
recorded as liabilities, 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 $44,000 on
December 31, 2009.
Our primary liquidity needs are for making continuing
investments in manufacturing equipment, particularly equipment
to increase capacity for our V*I Chip products. We believe cash
generated from operations and the total of its cash and cash
equivalents and short-term investments will be sufficient to
fund planned operations and capital equipment purchases for the
foreseeable future. We have approximately $1,764,000 of capital
expenditure commitments, principally for manufacturing
equipment, as of December 31, 2009.
31
Based on our ability to access cash and other short-term
investments and our expected operating cash flows, we do not
anticipate that the current lack of liquidity of our auction
rate securities will affect our ability to execute our current
operating plan.
We do not consider the impact of inflation and changing prices
on our business activities or fluctuations in the exchange rates
for foreign currency transactions to have been significant
during the last three fiscal years.
|
|
ITEM 7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
We are exposed to a variety of market risks, including changes
in interest rates affecting the return on our cash and cash
equivalents and short-term investments and fluctuations in
foreign currency exchange rates. As our cash and cash
equivalents consist principally of money market securities,
which are short-term in nature, we believe our exposure to
market risk on interest rate fluctuations for these investments
is not significant. Our short-term and long-term investments
consist mainly of municipal and corporate debt securities, of
which the Failed Auction Securities represent a significant
portion. While the Failed Auction Securities are all highly
rated investments, generally with AAA/Aaa ratings, continued
failure to sell at their reset dates could negatively impact the
carrying value of the investments, in turn leading to impairment
charges in future periods. Currently, changes in the fair value
of the Failed Auction Securities held with UBS are recorded
through earnings. Changes in the fair value of the Failed
Auction Securities held with BofA attributable to credit loss
are recorded through earnings, with the remainder of any change
recorded in Accumulated other comprehensive (loss)
income. Should a decline in the value of the Failed
Auction Securities held with BofA be other than temporary, the
losses would be recorded in Other income (expense),
net. We do not believe there was an
other-than-temporary
decline in value in these securities as of December 31,
2009. We estimate that our annual interest income would change
by approximately $1,200,000 in 2009 for each 100 basis
point increase or decrease in interest rates.
Our exposure to market risk for fluctuations in foreign currency
exchange rates relates primarily to the operations of VJCL and
changes in the dollar/yen exchange rate, as the functional
currency of our subsidiaries in Europe and Hong Kong is the
U.S. dollar. Therefore, we believes market risk is
mitigated since these operations are not materially exposed to
foreign exchange fluctuations. Relative to foreign currency
exposure against the yen existing on December 31, 2009, we
estimate that a 10% unfavorable movement in the dollar/yen
exchange rate would increase foreign currency loss by
approximately $80,000.
32
|
|
ITEM 8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
INDEX
|
|
|
|
|
|
|
Page
|
|
FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
34-35
|
|
|
|
|
36
|
|
|
|
|
37
|
|
|
|
|
38
|
|
|
|
|
39
|
|
|
|
|
40
|
|
|
|
|
78
|
|
33
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Vicor Corporation:
We have audited the accompanying consolidated balance sheets of
Vicor Corporation (a Delaware Corporation) and its subsidiaries
(collectively, the Company) as of December 31,
2009 and 2008, and the related consolidated statements of
operations, equity, and cash flows for each of the two years in
the period ended December 31, 2009. Our audits of the basic
financial statements included the financial statement schedule
listed in the index appearing under Item 15(a)(2). These
financial statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial statement 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 financial
position of Vicor Corporation and subsidiaries as of
December 31, 2009 and 2008, and the results of their
operations and their cash flows for the two years in the period
ended December 31, 2009 in conformity with accounting
principles generally acceptable in the United States of America.
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 Note 2 to the Consolidated Financial
Statements, the Company changed its method of accounting for
noncontrolling interests and its method of accounting for
multiple-deliverable revenue arrangements effective
January 1, 2009. As discussed in Note 4 to the
Consolidated Financial Statements, the Company changed its
method of evaluating
other-than-temporary
impairments due to the adoption of new accounting requirements
effective June 30, 2009.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Vicor
Corporation and subsidiaries internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report
dated March 10, 2010 expressed an unqualified opinion
thereon.
/s/ Grant Thornton LLP
Boston, Massachusetts
March 10, 2010
34
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Vicor Corporation
We have audited the accompanying consolidated statements of
operations, equity, and cash flows of Vicor Corporation for the
year ended December 31, 2007. Our audit also included the
financial statement schedule for the year ended
December 31, 2007 listed in the Index at
Item 15(a)(2). These financial statements and schedule are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and schedule 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 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated results of operations and cash flows of Vicor
Corporation for the year ended December 31, 2007, in
conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial
statement schedule for the year ended December 31, 2007,
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 Note 18 to the consolidated financial
statements, the Company changed its method of accounting for
noncontrolling interests with the adoption of the guidance
originally issued in Financial Accounting Standards Board
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB
No. 51 (codified in FASB ASC Topic 810,
Consolidation) effective January 1, 2009.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 14, 2008, except for Note 18,
as to which the date is March 10, 2010
35
VICOR
CORPORATION
December 31,
2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
(as adjusted)
|
|
|
|
(In thousands, except per share data)
|
|
|
ASSETS
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
40,224
|
|
|
$
|
22,639
|
|
Restricted cash equivalents
|
|
|
192
|
|
|
|
176
|
|
Short-term investments
|
|
|
2,583
|
|
|
|
1,773
|
|
Accounts receivable, less allowance of $260 in 2009 and $300 in
2008
|
|
|
26,565
|
|
|
|
28,757
|
|
Inventories, net
|
|
|
21,357
|
|
|
|
26,681
|
|
Deferred tax assets
|
|
|
181
|
|
|
|
451
|
|
Other current assets
|
|
|
4,345
|
|
|
|
2,279
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
95,447
|
|
|
|
82,756
|
|
Restricted cash and cash equivalents
|
|
|
223
|
|
|
|
561
|
|
Long-term investments, net
|
|
|
29,995
|
|
|
|
33,735
|
|
Auction rate securities rights
|
|
|
962
|
|
|
|
1,926
|
|
Property, plant and equipment, net
|
|
|
49,009
|
|
|
|
48,254
|
|
Other assets
|
|
|
4,941
|
|
|
|
4,690
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
180,577
|
|
|
$
|
171,922
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
9,458
|
|
|
$
|
5,592
|
|
Accrued compensation and benefits
|
|
|
5,740
|
|
|
|
6,783
|
|
Accrued expenses
|
|
|
2,618
|
|
|
|
2,911
|
|
Accrual for litigation settlements
|
|
|
|
|
|
|
162
|
|
Accrued severance charges
|
|
|
259
|
|
|
|
|
|
Income taxes payable
|
|
|
60
|
|
|
|
1,349
|
|
Deferred revenue
|
|
|
2,521
|
|
|
|
662
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
20,656
|
|
|
|
17,459
|
|
Long-term deferred revenue
|
|
|
2,196
|
|
|
|
1,118
|
|
Long-term income taxes payable
|
|
|
384
|
|
|
|
259
|
|
Deferred income taxes
|
|
|
1,275
|
|
|
|
1,660
|
|
Equity:
|
|
|
|
|
|
|
|
|
Vicor Corporation stockholders equity:
|
|
|
|
|
|
|
|
|
Preferred Stock, $.01 par value, 1,000,000 shares
authorized; no shares issued or Class B Common Stock: 10
votes per share, $.01 par value, 14,000,000 shares
authorized, 11,767,052 shares issued and outstanding
(11,767,052 shares issued and outstanding in 2008)
|
|
|
118
|
|
|
|
118
|
|
Common Stock: 1 vote per share, $.01 par value,
62,000,000 shares authorized 38,296,408 shares issued
and 29,898,010 shares outstanding (38,295,908 shares
issued and 29,897,510 shares outstanding in 2008)
|
|
|
384
|
|
|
|
384
|
|
Additional paid-in capital
|
|
|
161,746
|
|
|
|
161,089
|
|
Retained earnings
|
|
|
112,972
|
|
|
|
110,174
|
|
Accumulated other comprehensive loss
|
|
|
(1,608
|
)
|
|
|
(2,767
|
)
|
Treasury stock at cost: 8,398,398 shares in 2009 and 2008
|
|
|
(121,827
|
)
|
|
|
(121,827
|
)
|
|
|
|
|
|
|
|
|
|
Total Vicor Corporation stockholders equity
|
|
|
151,785
|
|
|
|
147,171
|
|
Noncontrolling interest
|
|
|
4,281
|
|
|
|
4,255
|
|
|
|
|
|
|
|
|
|
|
Total equity
|
|
|
156,066
|
|
|
|
151,426
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
180,577
|
|
|
$
|
171,922
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
36
VICOR
CORPORATION
Years
ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Net revenues
|
|
$
|
197,959
|
|
|
$
|
205,368
|
|
|
$
|
195,827
|
|
Cost of revenues
|
|
|
110,365
|
|
|
|
119,083
|
|
|
|
116,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
87,594
|
|
|
|
86,285
|
|
|
|
79,009
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
47,932
|
|
|
|
56,206
|
|
|
|
48,919
|
|
Research and development
|
|
|
31,636
|
|
|
|
31,398
|
|
|
|
30,372
|
|
Severance charges
|
|
|
4,099
|
|
|
|
|
|
|
|
|
|
Gain from litigation-related and other settlements, net
|
|
|
(846
|
)
|
|
|
(177
|
)
|
|
|
(1,353
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
82,821
|
|
|
|
87,427
|
|
|
|
77,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
4,773
|
|
|
|
(1,142
|
)
|
|
|
1,071
|
|
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other than temporary impairment gains on
available-for-sale
securities
|
|
|
759
|
|
|
|
|
|
|
|
|
|
Portion of gain recognized in other comprehensive income
|
|
|
(1,223
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impairment losses recognized in earnings
|
|
|
(464
|
)
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
|
1,146
|
|
|
|
2,028
|
|
|
|
4,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
682
|
|
|
|
2,028
|
|
|
|
4,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
5,455
|
|
|
|
886
|
|
|
|
5,998
|
|
Provision (benefit) for income taxes
|
|
|
1,362
|
|
|
|
976
|
|
|
|
(1,015
|
)
|
Loss from equity method investment (net of tax)
|
|
|
|
|
|
|
1,688
|
|
|
|
1,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss)
|
|
|
4,093
|
|
|
|
(1,778
|
)
|
|
|
5,874
|
|
Less: Net income attributable to noncontrolling interest
|
|
|
1,295
|
|
|
|
1,817
|
|
|
|
539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Vicor Corporation
|
|
$
|
2,798
|
|
|
$
|
(3,595
|
)
|
|
$
|
5,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share attributable to Vicor
Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.13
|
|
Diluted
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.13
|
|
Shares used to compute net income (loss) per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
attributable to Vicor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
41,665
|
|
|
|
41,651
|
|
|
|
41,597
|
|
Diluted
|
|
|
41,671
|
|
|
|
41,651
|
|
|
|
41,687
|
|
Cash dividends declared per share
|
|
$
|
|
|
|
$
|
0.30
|
|
|
$
|
0.30
|
|
See accompanying notes.
37
VICOR
CORPORATION
Years
ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
|
(In thousands)
|
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss)
|
|
$
|
4,093
|
|
|
$
|
(1,778
|
)
|
|
$
|
5,874
|
|
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
10,198
|
|
|
|
10,515
|
|
|
|
11,619
|
|
Severance charges
|
|
|
4,099
|
|
|
|
|
|
|
|
|
|
Unrealized (gain) loss on trading securities
|
|
|
(1,268
|
)
|
|
|
2,238
|
|
|
|
|
|
Stock compensation expense
|
|
|
657
|
|
|
|
1,121
|
|
|
|
667
|
|
Credit loss on available for sale securities
|
|
|
464
|
|
|
|
|
|
|
|
|
|
Unrealized gain on acquisition of auction rate security rights
|
|
|
|
|
|
|
(1,926
|
)
|
|
|
|
|
Unrealized loss on auction rate security rights
|
|
|
964
|
|
|
|
|
|
|
|
|
|
Increase in long-term deferred revenue
|
|
|
1,078
|
|
|
|
1,076
|
|
|
|
|
|
Accretion of bond discount
|
|
|
|
|
|
|
|
|
|
|
(465
|
)
|
Deferred income taxes
|
|
|
(74
|
)
|
|
|
127
|
|
|
|
104
|
|
Gain on disposal of equipment
|
|
|
(30
|
)
|
|
|
(22
|
)
|
|
|
(129
|
)
|
Loss from equity method investee (net of tax)
|
|
|
|
|
|
|
1,688
|
|
|
|
1,139
|
|
Change in current assets and liabilities, net
|
|
|
4,617
|
|
|
|
(3,976
|
)
|
|
|
(36,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
24,798
|
|
|
|
9,063
|
|
|
|
(17,819
|
)
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of investments
|
|
|
(1,695
|
)
|
|
|
(11,574
|
)
|
|
|
(138,642
|
)
|
Sales and maturities of investments
|
|
|
6,650
|
|
|
|
28,004
|
|
|
|
163,298
|
|
Additions to property, plant and equipment
|
|
|
(10,643
|
)
|
|
|
(8,265
|
)
|
|
|
(9,856
|
)
|
Purchase of equity method investment
|
|
|
|
|
|
|
(1,000
|
)
|
|
|
(1,000
|
)
|
Proceeds from sale of equipment
|
|
|
32
|
|
|
|
25
|
|
|
|
129
|
|
Change in restricted cash
|
|
|
322
|
|
|
|
215
|
|
|
|
93
|
|
Increase in other assets
|
|
|
(572
|
)
|
|
|
(229
|
)
|
|
|
(120
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities
|
|
|
(5,906
|
)
|
|
|
7,176
|
|
|
|
13,902
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Common Stock
|
|
|
|
|
|
|
202
|
|
|
|
645
|
|
Common stock dividends paid
|
|
|
|
|
|
|
(12,494
|
)
|
|
|
(12,477
|
)
|
Noncontrolling interest dividends paid
|
|
|
(1,269
|
)
|
|
|
(1,168
|
)
|
|
|
(92
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(1,269
|
)
|
|
|
(13,460
|
)
|
|
|
(11,924
|
)
|
Effect of foreign exchange rates on cash
|
|
|
(38
|
)
|
|
|
(157
|
)
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
17,585
|
|
|
|
2,622
|
|
|
|
(15,843
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
22,639
|
|
|
|
20,017
|
|
|
|
35,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
40,224
|
|
|
$
|
22,639
|
|
|
$
|
20,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
2,148
|
|
|
|
3,684
|
|
|
|
(1,546
|
)
|
Insurance receivable for litigation
|
|
|
|
|
|
|
|
|
|
|
12,800
|
|
Inventories, net
|
|
|
5,291
|
|
|
|
(3,311
|
)
|
|
|
(997
|
)
|
Other current assets
|
|
|
(2,065
|
)
|
|
|
559
|
|
|
|
83
|
|
Accounts payable and accrued liabilities
|
|
|
2,550
|
|
|
|
(4,410
|
)
|
|
|
2,840
|
|
Accrued severance
|
|
|
(3,840
|
)
|
|
|
|
|
|
|
|
|
Accrual for litigation settlement
|
|
|
(162
|
)
|
|
|
(78
|
)
|
|
|
(49,760
|
)
|
Income taxes payable
|
|
|
(1,164
|
)
|
|
|
(141
|
)
|
|
|
(955
|
)
|
Deferred revenue
|
|
|
1,859
|
|
|
|
(279
|
)
|
|
|
907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,617
|
|
|
$
|
(3,976
|
)
|
|
$
|
(36,628
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for income taxes, net of refunds
|
|
$
|
3,122
|
|
|
$
|
602
|
|
|
$
|
(380
|
)
|
See accompanying notes.
38
VICOR
CORPORATION
Years
ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Vicor
|
|
|
|
|
|
|
|
|
|
Class B
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
Corporation
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Common
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Stockholders
|
|
|
Noncontrolling
|
|
|
Total
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income (Loss)
|
|
|
Stock
|
|
|
Equity
|
|
|
Interest
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2006 (as adjusted)
|
|
$
|
119
|
|
|
$
|
382
|
|
|
$
|
158,021
|
|
|
$
|
133,405
|
|
|
$
|
72
|
|
|
$
|
(121,827
|
)
|
|
$
|
170,172
|
|
|
$
|
3,593
|
|
|
$
|
173,765
|
|
Sales of Common Stock
|
|
|
|
|
|
|
1
|
|
|
|
644
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
645
|
|
|
|
|
|
|
|
645
|
|
Conversion of Class B Common Stock to Common Stock
|
|
|
(1
|
)
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,477
|
)
|
|
|
|
|
|
|
|
|
|
|
(12,477
|
)
|
|
|
|
|
|
|
(12,477
|
)
|
Noncontrolling interest dividend paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(92
|
)
|
|
|
(92
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
667
|
|
|
|
|
|
|
|
667
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,335
|
|
|
|
|
|
|
|
|
|
|
|
5,335
|
|
|
|
539
|
|
|
|
5,874
|
|
Unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
5
|
|
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93
|
|
|
|
|
|
|
|
93
|
|
|
|
|
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,433
|
|
|
|
|
|
|
|
5,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2007 (as adjusted)
|
|
|
118
|
|
|
|
384
|
|
|
|
159,332
|
|
|
|
126,263
|
|
|
|
170
|
|
|
|
(121,827
|
)
|
|
|
164,440
|
|
|
|
4,040
|
|
|
|
168,480
|
|
Sales of Common Stock
|
|
|
|
|
|
|
|
|
|
|
202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
202
|
|
|
|
|
|
|
|
202
|
|
Common stock dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,494
|
)
|
|
|
|
|
|
|
|
|
|
|
(12,494
|
)
|
|
|
|
|
|
|
(12,494
|
)
|
Noncontrolling interest dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,168
|
)
|
|
|
(1,168
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
1,121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,121
|
|
|
|
|
|
|
|
1,121
|
|
Noncontrolling interest adjustment(1)
|
|
|
|
|
|
|
|
|
|
|
434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
434
|
|
|
|
(434
|
)
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,595
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,595
|
)
|
|
|
1,817
|
|
|
|
(1,778
|
)
|
Unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,314
|
)
|
|
|
|
|
|
|
(3,314
|
)
|
|
|
|
|
|
|
(3,314
|
)
|
Currency translation adjustments, net of tax of $226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
377
|
|
|
|
|
|
|
|
377
|
|
|
|
|
|
|
|
377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,532
|
)
|
|
|
|
|
|
|
(4,715
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2008 (as adjusted)
|
|
|
118
|
|
|
|
384
|
|
|
|
161,089
|
|
|
|
110,174
|
|
|
$
|
(2,767
|
)
|
|
|
(121,827
|
)
|
|
|
147,171
|
|
|
|
4,255
|
|
|
|
151,426
|
|
Noncontrolling interest dividends paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,269
|
)
|
|
|
(1,269
|
)
|
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
657
|
|
|
|
|
|
|
|
657
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,798
|
|
|
|
|
|
|
|
|
|
|
|
2,798
|
|
|
|
1,295
|
|
|
|
4,093
|
|
Unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,223
|
|
|
|
|
|
|
|
1,223
|
|
|
|
|
|
|
|
1,223
|
|
Currency translation adjustments, net of tax of $30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64
|
)
|
|
|
|
|
|
|
(64
|
)
|
|
|
|
|
|
|
(64
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,957
|
|
|
|
|
|
|
|
5,252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance on December 31, 2009
|
|
$
|
118
|
|
|
$
|
384
|
|
|
$
|
161,746
|
|
|
$
|
112,972
|
|
|
$
|
(1,608
|
)
|
|
$
|
(121,827
|
)
|
|
$
|
151,785
|
|
|
$
|
4,281
|
|
|
$
|
156,066
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
A noncontrolling interest had a redemption of preferred stock
that resulted in a $434,000 adjustment to Additional
Paid-In-Capital. |
See accompanying notes.
39
VICOR
CORPORATION
|
|
1.
|
DESCRIPTION
OF BUSINESS
|
Vicor Corporation (the Company or Vicor)
designs, develops, manufactures and markets modular power
converters, power system components, and power systems. 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
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 Companys Vicor Custom Power entities 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.
Basis
of Presentation
As of January 1, 2009, the Company adopted the new
accounting standard for noncontrolling interests and changed the
reporting for minority interests, which are now recharacterized
as noncontrolling interests. Noncontrolling interests are
classified in the balance sheet as a component of equity and the
amounts of consolidated net income (loss) attributable to both
parent and the noncontrolling interest are now separately
presented in the statement of operations. The presentation and
disclosure requirements were retroactively applied to minority
interest amounts existing as of December 31, 2008 and 2007
and for the years ended December 31, 2008 and 2007 in the
accompanying Consolidated Financial Statements (See
Note 18).
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 to determine if there is more than
one unit of accounting. In September 2009, the Financial
Accounting Standards Board (FASB) amended existing
revenue recognition accounting standards for multiple-element
arrangements. The new guidance changes the requirements for
establishing separate units of accounting and requires the
allocation of arrangement consideration to each deliverable
based on the relative selling price. A deliverable constitutes a
separate unit of accounting when it has standalone value and
there are no customer-negotiated refund or return rights for the
undelivered elements. The selling price for each deliverable is
based on vendor-specific objective evidence (VSOE)
if available, third-party evidence (TPE) if VSOE is
not available, or best estimate of selling price
(ESP) if neither VSOE or TPE is available. As
permitted, the Company elected to early adopt this new
accounting guidance during the fourth quarter of 2009 on a
prospective basis for transactions originating or materially
modified on or after January 1, 2009. The impact of
adopting this new accounting standard was not material to the
Companys financial statements, nor did it materially
change the pattern or timing of revenue recognition.
The Company enters into arrangements containing multiple
elements which may include a combination of non-recurring
engineering services (NRE), prototype units and
production units. The Company has determined that the NRE and
prototype units represent one unit of accounting and the
production units a
40
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|
separate unit of accounting, based on an assessment of the
respective standalone value. When possible, revenue is allocated
to the elements based on VSOE or TPE for each element. For
arrangements where VSOE or TPE cannot be established, the
Company uses ESP for the allocation of arrangement
consideration. The objective of ESP is to determine the price at
which the Company would typically transact a standalone sale of
the product or service. ESP is determined by considering a
number of factors including the Companys pricing policies,
internal costs and gross margin objectives, current market
conditions, information gathered from experience in customer
negotiations and the competitive landscape.
The Company defers revenue recognition for the NRE and prototype
units until completion of the final milestone under the NRE
arrangement. Recognition generally takes place within six to
twelve months of the initiation of the arrangement. Revenue for
the production units is recognized upon shipment, as for product
revenue, as summarized above. For certain multiple-element
arrangements entered into prior to January 1, 2009 which
contained a combination of technical support services, NRE,
minimum license payments and future royalties, separate units of
accounting could not be established. Therefore, revenue under
these arrangements is deferred and recognized over the term of
the arrangement. During 2009, 2008 and 2007, revenue recognized
under multi-element arrangements accounted for less than 2% of
net revenues. While the impact of the new guidance on future
multi-element arrangements may result in earlier recognition of
revenue in future periods, the impact cannot be reasonably
estimated as it will vary on the nature and number of new
arrangements in any given period.
Foreign
currency translation
The financial statements of Vicor Japan Company, Ltd.
(VJCL), a majority owned subsidiary, for which the
functional currency is the Japanese yen, have been translated
into U.S. dollars using the exchange rate in effect at the
balance sheet date for balance sheet amounts and the average
exchange rates in effect during the year for income statement
amounts. 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 and translation gains (losses)
resulting from the remeasurement of foreign currency denominated
assets and liabilities of the Companys foreign
subsidiaries where the functional currency is the
U.S. dollar are included in other income (expense), net.
Foreign currency gains included in other income (expense), net,
were approximately $35,000, $82,000, and $186,000 in 2009, 2008
and 2007, respectively.
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
Companys 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 nature of the securities there
are no unrealized gains or losses at the balance sheet dates.
Restricted
cash and short-term investments
Restricted cash and short-term investments represent the amount
of cash and short-term investments required to be set aside as a
guarantee for certain foreign letters of credit.
41
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|
Short-term
and long-term investments
The Companys principal sources of liquidity are its
existing balances of cash, cash equivalents and short-term
investments, as well as cash generated from operations.
Consistent with the Companys investment policy guidelines,
the Company can and has historically invested its substantial
cash balances in demand deposit accounts, money market funds
meeting certain quality criteria, and auction rate securities
meeting certain quality criteria. All of the Companys
investments are subject to credit, liquidity, market, and
interest rate risk.
The Companys short-term and long-term investments are
classified as either trading or
available-for-sale
securities.
Available-for-sale
securities are carried at fair value, with unrealized gains and
losses, net of tax, attributable to credit loss recorded through
the statement of operations and unrealized gains and losses, net
of tax, attributable to other non-credit factors reported in
Accumulated other comprehensive (loss) income, a
component of Stockholders Equity. In determining the
amount of credit loss, the Company compared the present value of
cash flows expected to be collected to the amortized cost basis
of the securities, considering credit default risks
probabilities and changes in credit ratings as significant
inputs, among other factors. Trading securities are carried at
fair value, with unrealized gains and losses recognized through
the statement of operations each reporting period. 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 periodically evaluates
if an investment is considered impaired, whether an impairment
is other than temporary, and the measurement of an impairment
loss. The Company considers a variety of impairment indicators
such as, but not limited to, a significant deterioration in the
earnings performance, credit rating, or asset quality of the
investment.
Fair
value measurements
The Company accounts for certain financial assets at fair value,
defined as the price that would be received to sell an asset or
paid to transfer a liability (i.e., an exit price) in the
principal or most advantageous market for the asset or liability
in an orderly transaction between market participants on the
measurement date. As such, fair value is a market-based
measurement that should be determined based on assumptions that
market participants would use in pricing an asset or liability.
A three-level hierarchy is used show the extent and level of
judgment used to estimate fair value measurements:
|
|
|
|
Level 1
|
Inputs used to measure fair value are unadjusted quoted prices
available in active markets for the identical assets or
liabilities as of the reporting date.
|
|
|
Level 2
|
Inputs used to measure fair value, other than quoted prices
included in Level 1, are either directly or indirectly
observable as of the reporting date through correlation with
market data, including quoted prices for similar assets and
liabilities in active markets and quoted prices in inactive
markets. Level 2 also includes assets and liabilities
valued using models or other pricing methodologies that do not
require significant judgment since the input assumptions used in
the models, such as interest rates and volatility factors, are
corroborated by readily observable data from actively quoted
markets for substantially the full term of the financial
instrument.
|
|
|
Level 3
|
Inputs used to measure fair value are unobservable inputs
supported by little or no market activity and reflect the use of
significant management judgment. These values are generally
determined using pricing models for which the assumptions
utilize managements estimates of market participant
assumptions.
|
42
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|
The Company uses the fair value option for certain financial
assets, which allows an entity the irrevocable option to elect
fair value for the initial and subsequent measurement for
specified financial assets and liabilities on a
case-by-case
basis.
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 Companys customers were to
deteriorate, resulting in an impairment of their ability to make
payments, additional allowances may be required. The Company
does not require collateral from its customers.
Inventories
Inventories are valued at the lower of cost (determined using
the
first-in,
first-out method) or market. The Company provides reserves for
inventories estimated to be excess, obsolete or unmarketable.
The Companys estimation process for such reserves is based
upon its known backlog, projected future demand and expected
market conditions. If the Companys estimated demand and or
market expectation were to change or if product sales were to
decline, the Companys estimation process may cause larger
inventory reserves to be recorded, resulting in larger charges
to cost of revenues.
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 financial institutions. The Companys 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 10, 2010, the Company was holding a total of
approximately $30,800,000 in auction rate securities, the
significant majority of which are student loan backed
securities. Through March 10, 2010, auctions held for all
of the Companys auction rate securities have failed. The
funds associated with auction rate securities that have failed
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
deteriorates, the Company may be required to adjust the carrying
value of the investment for an
other-than-temporary
decline in value through an impairment charge. The
Companys investment policy, approved by the Board of
Directors, limits the amount the Company may invest in any
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 Companys customer base. Credit losses have
consistently been within managements expectations.
Goodwill,
other intangible assets, and long-lived assets
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 three
to twenty years.
Long-lived assets such as property, plant and equipment and
intangible assets, are included in 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
assets 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.
43
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|
Other
investments
The Company accounts for its investment in Great Wall
Semiconductor Corporation (GWS) under the equity
method of accounting.
Advertising
expense
The cost of advertising is expensed as incurred. The Company
incurred $1,969,000, $2,735,000 and $2,205,000 in advertising
costs during 2009, 2008 and 2007, 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 Companys 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
The Company computes basic earnings per share using the weighted
average number of common shares outstanding and diluted earnings
per share using the weighted average number of common shares
outstanding plus the effect of outstanding dilutive stock
options, if any. The following table sets forth the computation
of basic and diluted income (loss) per share (in thousands,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Vicor Corporation
|
|
$
|
2,798
|
|
|
$
|
(3,595
|
)
|
|
$
|
5,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic income (loss) per share-weighted average
shares(1)
|
|
|
41,665
|
|
|
|
41,651
|
|
|
|
41,597
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options(2)
|
|
|
6
|
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted income (loss) per share
adjusted weighted-average shares and assumed conversions(3)
|
|
|
41,671
|
|
|
|
41,651
|
|
|
|
41,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share
|
|
$
|
0.07
|
|
|
$
|
(0.09
|
)
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Denominator represents weighted average number of Common Shares
and Class B Common Shares outstanding. |
|
(2) |
|
Options to purchase 720,823 and 968,575 shares of Common
Stock were outstanding in 2009 and 2007, respectively, but were
not included in the computation of diluted income per share
because the options exercise prices were greater than the
average market price of the Common Stock and, therefore, the
effect |
44
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|
|
|
|
|
|
would have been antidilutive. Options to purchase
1,084,175 shares of Common Stock in 2008 were not included
in the calculation of net loss per share as the effect would
have been antidilutive. |
|
(3) |
|
Denominator represents weighted average number of Common Shares
and Class B Common Shares outstanding for the year,
adjusted to include the dilutive effect, if any, of outstanding
options. |
Income
taxes
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. Deferred tax
assets are 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, 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 follows 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
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. Additionally, the
Company accrues interest and penalties, if any, related to
unrecognized tax benefits as a component of income tax expense.
Stock-based
compensation
The Company uses the Black-Scholes option-pricing model to
calculate the grant-date fair value of stock option awards. The
resulting compensation expense is recognized on a straight-line
basis over the service period of the award, which is generally
five years for stock options.
Use of
estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingencies at the date of the financial
statements and the reported amounts of revenue and expenses
during the reporting period. Such estimates relate to the useful
lives of fixed assets and identified intangible assets, fair
value of short and long-term investments, allowances for
doubtful accounts, the net realizable value of inventory,
potential reserves relating to litigation matters, accrued
liabilities, accrued taxes, deferred tax valuation allowances,
assumptions pertaining to share-based payments and other
reserves. Actual results could differ from those estimates, and
such differences may be material to the financial statements.
Comprehensive
(loss) income
The components of comprehensive income (loss) include, in
addition to net income (loss), unrealized gains and losses on
investments, net of tax and foreign currency translation
adjustments related to VJCL.
Impact
of recently issued accounting standards
For fiscal 2010, the Company will need to consider new
accounting guidance related to the Consolidation of Variable
Interest Entities. The new accounting standard replaces the
quantitative-based risks and rewards
45
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2.
|
SIGNIFICANT
ACCOUNTING POLICIES (Continued)
|
calculation for determining which enterprise, if any, has a
controlling financial interest in a variable interest entity
with an approach focused on identifying which enterprise has the
power to direct the activities of a variable interest entity
that most significantly impact the entitys economic
performance and (1) the obligation to absorb losses of the
entity or (2) the right to receive benefits from the
entity. The new standard also provides additional
reconsideration events for determining whether an entity is a
variable interest entity and requirements for ongoing
assessments of whether an enterprise is the primary beneficiary
of a variable interest entity. The new guidance is effective for
the Company as of January 1, 2010. The adoption of this new
accounting standard will not have a material effect on the
Companys financial position or results from operations.
In January 2010, the FASB issued additional guidance on fair
value measurements and disclosures. The new guidance will
require more robust disclosures about (1) the different
classes of assets and liabilities measured at fair value,
(2) the valuation techniques and inputs used, (3) the
activity in Level 3 fair value measurements, and
(4) the transfers between Levels 1, 2, and 3. The new
accounting standard will be effective for the first interim or
annual reporting period beginning after December 15, 2010.
The Company does not believe the new accounting standard will
have a material effect on the Companys financial position
or results from operations.
In August 2009, the Financial Accounting Standards Board (FASB)
issued a new accounting standard to clarify how a reporting
entity should estimate the fair value of liabilities by using
certain specified valuation techniques to measure fair value
when the quoted price in an active market for the identical
liability is not available. The new accounting standard was
effective for the first interim or annual reporting period
beginning after August 28, 2009 (October 1, 2009 for a
calendar-year entity). The adoption of this standard did not
have a material effect on the Companys financial position
or results of operations.
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS
|
Vicor currently grants stock options under the following equity
compensation plans that are shareholder-approved:
Amended and Restated 2000 Stock Option and Incentive Plan
(the 2000 Plan) Under the 2000 Plan,
the Board of Directors or the Compensation Committee of the
Board of Directors may grant stock incentive awards based on the
Companys 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 Companys
1993 Stock Option Plan (the 1993 Plan) and the
Companys 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.
1998 Stock Option and Incentive Plan (the 1998
Plan) The 1998 Plan permitted the grant of
share options to its employees and other key persons, including
non-employee directors for the purchase of up to
2,000,000 shares of common stock. As a result of the
approval of the 2000 Plan, no further grants were made under the
1998 Plan.
46
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)
|
1993 Stock Option Plan (the 1993
Plan) The 1993 Plan permitted the grant of
share options to its employees and non-employee directors for
the purchase of up to 4,000,000 shares of common stock. As
a result of the approval of the 2000 Plan, no further grants
were made under the 1993 Plan.
Picor Corporation (Picor), a privately held
majority-owned subsidiary of Vicor, currently grants stock
options under 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 its employees and other
key persons, including non-employee directors and full or
part-time officers, for the purchase of up to
10,000,000 shares of common stock.
V*I Chip Corporation (V*I Chip), a privately held
wholly-owned subsidiary of Vicor, 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 the purchase of up to
12,000,000 shares of common stock.
All option awards are granted at an exercise price equal to or
greater than the market price for Vicor at the date of the
grant, and are granted at a price equal to or greater than the
estimated fair value for both Picor and V*I Chip at the date of
grant. Options vest over various periods of up to five years and
may be exercised for up to 10 years from the date of grant,
which is the maximum contractual term. The Company uses the
graded attribution method to recognize expense for all
stock-based awards.
Stock compensation expense for the years ended December 31,
2009, 2008, 2007 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Cost of revenues
|
|
$
|
20
|
|
|
$
|
52
|
|
|
$
|
47
|
|
Selling, general and administrative
|
|
|
456
|
|
|
|
818
|
|
|
|
368
|
|
Research and development
|
|
|
181
|
|
|
|
251
|
|
|
|
252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock based compensation
|
|
$
|
657
|
|
|
$
|
1,121
|
|
|
$
|
667
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value for the options was estimated at the date of
grant using a Black-Scholes option pricing model under all
methods with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Vicor:
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Risk-free interest rate
|
|
|
1.1
|
%
|
|
|
2.8
|
%
|
|
|
4.7
|
%
|
Expected dividend yield
|
|
|
1.0
|
%
|
|
|
2.6
|
%
|
|
|
1.8
|
%
|
Expected volatility
|
|
|
67
|
%
|
|
|
47
|
%
|
|
|
49
|
%
|
Expected lives (years)
|
|
|
2.7
|
|
|
|
3.1
|
|
|
|
3.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Picor:
|
|
2009(1)
|
|
|
2008
|
|
|
2007
|
|
|
Risk-free interest rate
|
|
|
|
|
|
|
3.7
|
%
|
|
|
4.7
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
|
|
|
|
56
|
%
|
|
|
43
|
%
|
Expected lives (years)
|
|
|
|
|
|
|
6.5
|
|
|
|
6.5
|
|
47
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V*I Chip:
|
|
2009(1)
|
|
|
2008
|
|
|
2007
|
|
|
Risk-free interest rate
|
|
|
|
|
|
|
3.7
|
%
|
|
|
4.6
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
|
|
|
|
61
|
%
|
|
|
65
|
%
|
Expected lives (years)
|
|
|
|
|
|
|
6.5
|
|
|
|
6.5
|
|
|
|
|
(1) |
|
There were no Picor or V*I Chip options granted during 2009. |
Risk-free
interest rate:
Vicor The Company 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 seven-year U.S. Treasury bond, as it most closely
aligns to the expected exercise period.
V*I Chip The Company uses the yield to
maturity of a seven-year U.S. Treasury bond, as it most
closely aligns to the expected exercise period.
Expected
dividend yield:
Vicor The Company determines the expected
dividend yield by annualizing the most recent prior cash
dividends declared by the Companys 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 Vicor uses historical volatility to
estimate the grant-date fair value of the options, 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 Companys 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 is not available. An industry
sector index of seven 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. An industry
sector index of five publicly traded fabless 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
48
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)
|
historical data is currently the best estimate of the expected
term of options, and that generally all groups of the
Companys employees exhibit similar exercise behavior.
Picor and V*I Chip Due to the lack of
historical information, the simplified method as
prescribed by the Security and Exchange Commission 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. Forfeitures are 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 75% of its options will actually
vest, and therefore has applied an annual forfeiture rate of
9.5% to all unvested options as of December 31, 2009. For
2008, the Company expected 79% of its options would actually
vest and applied an annual forfeiture rate of 7.75%. This
analysis is re-evaluated quarterly and the forfeiture rate is
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 94% of its options will actually
vest, and therefore has applied an annual forfeiture rate of
2.0% to all unvested options as of December 31, 2009. For
2008, the Company expected 89% of its options would actually
vest and applied an annual forfeiture rate of 3.75%. 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.
V*I Chip The Company currently expects that
for V*I Chip options, based on an analysis of its historical
forfeitures, that approximately 94% of its options will actually
vest, and therefore has applied an annual forfeiture rate of
2.0% to all unvested options as of December 31, 2009. The
Company did not apply a forfeiture rate to V*I Chip options
granted in 2008 due to the lack of historical forfeitures on V*I
Chip options.
49
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)
|
Vicor
Stock Options
A summary of the activity under the Companys stock option
plans as of December 31, 2009 and changes during the year
then ended, is presented below (in thousands except for share
and weighted-average data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Options
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Outstanding
|
|
|
Price
|
|
|
Life in Years
|
|
|
Value
|
|
|
Outstanding on December 31, 2008
|
|
|
1,084,175
|
|
|
|
16.77
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
70,579
|
|
|
|
6.95
|
|
|
|
|
|
|
|
|
|
Forfeited and expired
|
|
|
(388,691
|
)
|
|
|
14.33
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(500
|
)
|
|
|
6.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding on December 31, 2009
|
|
|
765,563
|
|
|
|
17.11
|
|
|
|
2.83
|
|
|
$
|
267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable on December 31, 2009
|
|
|
575,482
|
|
|
|
19.12
|
|
|
|
1.94
|
|
|
|
99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest as of December 31, 2009(1)
|
|
|
720,905
|
|
|
|
17.39
|
|
|
|
2.62
|
|
|
|
244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2008 and 2007 the Company had shares
exercisable of 883,696 and 1,086,521 respectively, for which the
weighted average exercise prices were $17.57 and $18.71,
respectively.
During the years ended December 31, 2009, 2008, and 2007
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 $1,000, $109,000 and $292,000, respectively. The
total amount of cash received by the Company from options
exercised in 2009 was $3,000. The total grant-date fair value of
stock options that vested during the years ended
December 31, 2009, 2008 and 2007 was approximately
$432,000, $462,000, and $634,000, respectively.
As of December 31, 2009, there was $331,000 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 1.42 years for all Vicor awards.
The expense will be recognized as follows: $202,000 in 2010,
$82,000 in 2011, $33,000 in 2012, $12,000 in 2013, and $2,000 in
2014.
The weighted-average fair value of Vicor options granted was
$2.69, $3.32 and $4.37 in 2009, 2008 and 2007, respectively. The
weighted-average contractual life for Vicor options outstanding
as of December 31, 2009 is 2.8 years.
Picor
Stock Options
Under the 2001 Picor Plan, the Board of Directors of 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
50
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)
|
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, 2009 and changes during the year then ended,
is presented below (in thousands except for share and
weighted-average data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Options
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Outstanding
|
|
|
Price
|
|
|
Life in Years
|
|
|
Value
|
|
|
Outstanding on December 31, 2008
|
|
|
5,086,040
|
|
|
|
0.62
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited and expired
|
|
|
(65,000
|
)
|
|
|
0.41
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding on December 31, 2009
|
|
|
5,021,040
|
|
|
|
0.62
|
|
|
|
4.63
|
|
|
$
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable on December 31, 2009
|
|
|
3,977,940
|
|
|
|
0.54
|
|
|
|
3.86
|
|
|
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest as of December 31, 2009(1)
|
|
|
4,945,611
|
|
|
|
0.62
|
|
|
|
4.58
|
|
|
|
833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2008 and 2007, Picor had shares
exercisable of 3,526,220 and 2,918,412, respectively, for which
the weighted average exercise prices were $0.49 and $0.45,
respectively.
For years ended December 31, 2009, 2008, and 2007, Picor
did not have any options exercised. The total grant-date fair
value of stock options that vested during the years ended
December 31, 2009, 2008 and 2007 was approximately
$189,000, $276,000, and $37,000, respectively.
As of December 31, 2009, there was $396,000 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 2.41 years for all Picor awards.
The expense will be recognized as follows: $171,000 in 2010,
$122,000 in 2011, $71,000 in 2012, and $32,000 in 2013.
The weighted-average fair value of Picor options granted was
$.60 in 2008, and $.37 in 2007, respectively. The
weighted-average contractual life for Picor options outstanding
as of December 31, 2009 is 4.6 years.
V*I
Chip Stock Options
Under the 2007 V*I Chip Plan, the Board of Directors of V*I Chip
may grant stock incentive awards based on 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.
51
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
3.
|
STOCK-BASED
COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)
|
A summary of the activity under the 2007 V*I Chip Plan as of
December 31, 2009 and changes during the year then ended,
is presented below (in thousands except for share and
weighted-average data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
Options
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Outstanding
|
|
|
Price
|
|
|
Life in Years
|
|
|
Value
|
|
|
Outstanding on December 31, 2008
|
|
|
8,043,000
|
|
|
|
1.00
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited and expired
|
|
|
(425,500
|
)
|
|
|
1.01
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding on December 31, 2009
|
|
|
7,617,500
|
|
|
|
1.00
|
|
|
|
7.44
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable on December 31, 2009
|
|
|
2,987,200
|
|
|
|
1.00
|
|
|
|
7.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest as of December 31, 2009(1)
|
|
|
7,477,915
|
|
|
|
1.00
|
|
|
|
7.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2008 and 2007, V*I Chip had no shares
exercisable. For the years ended December 31, 2009, 2008
and 2007, V*I Chip did not have any options exercised.
As of December 31, 2009, there was $478,000 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 2.43 years for all V*I Chip
awards. The expense will be recognized as follows: $184,000 in
2010, $178,000 in 2011, $96,000 in 2012, $20,000 in 2013.
The weighted-average fair value of V*I Chip options granted was
$ .43 and $ .10 in 2008 and 2007, respectively. The
weighted-average contractual life for V*I Chip options
outstanding as of December 31, 2008 is 7.4 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 employees
compensation. The Companys matching contributions
currently vest at a rate of 20% per year based upon years of
service. The Companys contribution to the plan was
approximately $697,000, $759,000 and $694,000 in 2009, 2008 and
2007, respectively.
Stock
Bonus Plan
Under the Companys 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. On
December 31, 2009, 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.
52
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
4.
|
SHORT-TERM
AND LONG-TERM INVESTMENTS
|
Available
for Sale Securities
The following is a summary of available-for-sale securities (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
December 31,
2009
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
Auction rate securities student loans
|
|
$
|
19,700
|
|
|
$
|
|
|
|
$
|
2,590
|
|
|
$
|
17,110
|
|
Certificates of deposit
|
|
|
2,504
|
|
|
|
34
|
|
|
|
|
|
|
|
2,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,204
|
|
|
$
|
34
|
|
|
$
|
2,590
|
|
|
$
|
19,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
December 31,
2008
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
Auction Rate Securities student loans
|
|
$
|
20,025
|
|
|
$
|
|
|
|
$
|
3,334
|
|
|
$
|
16,691
|
|
Certificates of deposits
|
|
|
2,735
|
|
|
|
20
|
|
|
|
|
|
|
|
2,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,760
|
|
|
$
|
20
|
|
|
$
|
3,334
|
|
|
$
|
19,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All of the auction rate securities-student loans as of
December 31, 2009 and 2008, respectively have been in an
unrealized loss position for greater than 12 months.
The amortized cost and estimated fair value of
available-for-sale securities on December 31, 2009, by
contractual maturities, are shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Due in one year or less
|
|
$
|
1,074
|
|
|
$
|
1,082
|
|
Due in two to ten years
|
|
|
1,530
|
|
|
|
1,556
|
|
Due in ten to twenty years
|
|
|
|
|
|
|
|
|
Due in twenty to forty years
|
|
|
19,600
|
|
|
|
17,010
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
22,204
|
|
|
$
|
19,648
|
|
|
|
|
|
|
|
|
|
|
Trading
Securities
The following is a summary of trading securities (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
December 31,
2009
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
Auction rate securities student loans
|
|
$
|
13,900
|
|
|
$
|
|
|
|
$
|
970
|
|
|
$
|
12,930
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction rate securities student loans
|
|
$
|
18,300
|
|
|
$
|
|
|
|
$
|
2,238
|
|
|
$
|
16,062
|
|
53
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
4.
|
SHORT-TERM
AND LONG-TERM INVESTMENTS (Continued)
|
The amortized cost and estimated fair value of trading
securities on December 31, 2009 by contractual maturities,
are shown below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Due in one year or less
|
|
$
|
2,050
|
|
|
$
|
2,050
|
|
Due in two to ten years
|
|
|
|
|
|
|
|
|
Due in ten to twenty years
|
|
|
|
|
|
|
|
|
Due in twenty to forty years
|
|
|
11,850
|
|
|
|
10,880
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,900
|
|
|
$
|
12,930
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2009, the Company held $33,600,000 of
auction rate securities at par value, consisting of
collateralized debt obligations, supported by pools of student
loans, sponsored by state student loan agencies and corporate
student loan servicing firms. The interest rates for these
securities are reset at auction at regular intervals ranging
from seven to 90 days. The auction rate securities held by
the Company, prior to February 2008, historically traded at par
and are callable at par at the option of the issuer. On
December 31, 2009, the majority of the auction rate
securities held by the Company were AAA/Aaa rated by the major
credit rating agencies, with all of the securities
collateralized by student loans, of which most are guaranteed by
the U.S. Department of Education under the Federal Family
Education Loan Program.
Until February 2008, the auction rate securities market was
liquid, as the investment banks conducting the periodic
Dutch auctions by which interest rates for the
securities had been established had committed their capital to
support such auctions in the event of insufficient third-party
investor demand. Starting the week of February 11, 2008, a
substantial number of auctions failed, as demand from
third-party investors weakened and the investment banks
conducting the auctions chose not to commit capital to support
such auctions (i.e., investment banks chose not to purchase
securities themselves in order to balance supply and demand,
thereby facilitating a successful auction, as they had done in
the past). The consequences of a failed auction are (a) an
investor must hold the specific security until the next
scheduled auction (unless that investor chooses to sell the
security to a third party outside of the auction process) and
(b) the interest rate on the security generally resets to
an interest rate set forth in each securitys indenture.
As of December 31, 2009, the Company held auction rate
securities that had experienced failed auctions totaling
$33,600,000 at par value (the Failed Auction
Securities), of which $2,150,000 was redeemed at par
subsequent to December 31, 2009. Management is not aware of
any reason to believe any of the issues of the Failed Auction
Securities held by the Company are presently at risk of default.
Through December 31, 2009, the Company has continued to
receive interest payments on the Failed Auction Securities in
accordance with their terms. Management believes the Company
ultimately should be able to liquidate all of its auction rate
security investments without significant loss primarily due to
the overall quality of the issues held and the collateral
securing the substantial majority of the underlying obligations.
However, current conditions in the auction rate securities
market have led management to conclude the recovery period for
the Failed Auction Securities exceeds 12 months. As a
result, the Company continued to classify the Failed Auction
Securities as long-term as of December 31, 2009, except for
the $2,150,000 redeemed at par subsequent to December 31,
2009, which was reclassified to short-term.
In November 2008, the Company entered into an agreement with UBS
AG (UBS) regarding $18,300,000 of auction rate
securities at par value held by the Company with a broker-dealer
affiliate of UBS (the UBS ARS), of which $4,400,000
have subsequently been redeemed at par. The agreement provides
the Company a contractual right (the ARS Right) that
entitles the Company to sell the auction rate securities it
holds with UBS to UBS at par during the period of June 30,
2010 through July 2, 2012. Until then, the
54
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
4.
|
SHORT-TERM
AND LONG-TERM INVESTMENTS (Continued)
|
Company is entitled to receive interest payments on its auction
rate securities in accordance with their terms. The terms and
conditions of the settlement offer include a release of claims
against UBS and its affiliates. The ARS Right is a separate
free-standing instrument accounted for separately from the UBS
ARS and is accounted for as a purchased put option. The Company
elected fair value accounting for the ARS Right. The election
was made to mitigate volatility in earnings caused by accounting
for the receipt of the ARS Right and the underlying auction rate
securities under different methods. The fair value of the ARS
Right was estimated by the Company to be approximately $962,000
on December 31, 2009, a decrease of approximately $964,000
from the estimated fair value on December 31, 2008. This
decrease in fair value is recorded as an unrealized loss in
Other income (expense), net in the Consolidated
Statements of Operations. The Company intends to exercise the
ARS Right in June 2010 and does not intend to hold the
associated UBS ARS until recovery or maturity. Therefore, the
total amount of the UBS ARS on December 31, 2009 of
$13,900,000 at par value are classified as trading securities.
Based on the fair value measurements described in Note 5,
the fair value of the UBS ARS on December 31, 2009 was
estimated to be approximately $12,930,000, an increase in fair
value of $1,268,000, net of $4,400,000 of redemptions from
December 31, 2008. This increase has been recorded as an
unrealized gain in Other income (expense), net in
the Consolidated Statements of Operations.
The remaining balance of the Companys auction rate
securities is held with a broker-dealer affiliate of Bank of
America (the BofA ARS). Based on the fair value
measurements described in Note 5, the fair value of the
BofA ARS on December 31, 2009, with a par value of
$19,700,000, was estimated by the Company to be approximately
$17,110,000, a decrease in fair value of $744,000, net of
$325,000 of redemptions from December 31, 2008. The gross
unrealized loss of $2,590,000 consists of a credit loss of
$464,000, which was recorded in Net impairment losses
recognized in earnings in the Consolidated Statement of
Operations, and the remaining difference of $2,126,000 is
considered to be temporary and has been recorded, net of taxes,
in Accumulated other comprehensive (loss) income in
the Consolidated Balance Sheet. In determining the amount of
credit loss, the Company compared the present value of cash
flows expected to be collected to the amortized cost basis of
the securities, considering credit default risks probabilities
and changes in credit ratings as significant inputs, among other
factors (See Note 5).
The following table represents a rollforward of the activity
related to the credit loss recognized in earnings on
available-for-sale ARS securities held by the Company for the
year ended December 31, 2009 (in thousands):
|
|
|
|
|
Balance at the beginning of the period
|
|
$
|
|
|
Reductions for securities sold during the period
|
|
|
(9
|
)
|
Subsequent credit loss recovery
|
|
|
6
|
|
Additions for the amount related to credit (gain) loss for which
other-than-temporary impairment was not previously recognized
|
|
|
467
|
|
|
|
|
|
|
Balance at the end of the period
|
|
$
|
464
|
|
|
|
|
|
|
At this time, the Company has no intent to sell any of the
impaired BofA ARS and does not believe that it is more likely
than not that the Company will be required to sell any of these
securities. Management expects the securities to regain
liquidity as the financial markets recover from the current
economic downturn. If current market conditions deteriorate
further, the Company may be required to record additional
unrealized losses. If the credit rating of the security
deteriorates, or the anticipated recovery in the market values
does not occur, the Company may be required to adjust the
carrying value of these investments through impairment charges
recorded in the Consolidated Statement of Operations, and any
such impairment adjustments may be material.
55
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
4.
|
SHORT-TERM
AND LONG-TERM INVESTMENTS (Continued)
|
Based on the Companys ability to access cash and other
short-term investments and its expected operating cash flows,
management does not anticipate that the current lack of
liquidity associated with the auction rate securities held will
affect the Companys ability to execute its current
operating plan.
|
|
5.
|
FAIR
VALUE MEASUREMENTS
|
Assets measured at fair value on a recurring basis include the
following as of December 31, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Using
|
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
Quoted Prices
|
|
Other
|
|
Significant
|
|
Total Fair
|
|
|
in Active
|
|
Observable
|
|
Unobservable
|
|
Value as of
|
|
|
Markets
|
|
Inputs
|
|
Inputs
|
|
December 31,
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
2009
|
|
Cash Equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
19,062
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
19,062
|
|
Restricted money market
|
|
|
192
|
|
|
|
|
|
|
|
|
|
|
|
192
|
|
Short term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificate of deposit
|
|
|
433
|
|
|
|
|
|
|
|
|
|
|
|
433
|
|
Auction rate securities
|
|
|
|
|
|
|
2,150
|
|
|
|
|
|
|
|
2,150
|
|
Long term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction rate securities
|
|
|
|
|
|
|
|
|
|
|
27,890
|
|
|
|
27,890
|
|
Auction rate security rights
|
|
|
|
|
|
|
|
|
|
|
962
|
|
|
|
962
|
|
Certificate of deposit
|
|
|
2,105
|
|
|
|
|
|
|
|
|
|
|
|
2,105
|
|
Restricted long term investment
|
|
|
223
|
|
|
|
|
|
|
|
|
|
|
|
223
|
|
As of December 31, 2009, there was insufficient observable
auction rate security market information available to determine
the fair value of the Failed Auction Securities and the ARS
Right. As such, the Companys investments in Failed Auction
Securities were deemed to require valuation using Level 3
inputs. Management, after consulting with advisors, valued the
Failed Auction Securities using analyses and pricing models
similar to those used by market participants (i.e., buyers,
sellers, and the broker-dealers responsible for execution of the
Dutch auction pricing mechanism by which each issues
interest rate was set). Management utilized a probability
weighted discounted cash flow (DCF) model to
determine the estimated fair value of these securities as of
December 31, 2009. The major assumptions used in preparing
the DCF model included estimates for the amount and timing of
future interest and principal payments based on default
probability assumptions used to measure the credit loss of
approximately 3% for AAA rated securities, the rate of return
required by investors to own these securities in the current
environment, which we estimate to be 5% above the risk free rate
of return, and the estimated timeframe for successful auctions
for these securities to occur being three to five years. In
making these assumptions, management considered relevant factors
including: the formula applicable to each security defining the
interest rate paid to investors in the event of a failed
auction; forward projections of the interest rate benchmarks
specified in such formulas; the likely timing of principal
repayments; the probability of full repayment considering the
guarantees by the U.S. Department of Education of the
underlying student loans, guarantees by other third parties, and
additional credit enhancements provided through other means; and
publicly available pricing data for recently issued student loan
asset-backed securities not subject to auctions. The estimate of
the rate of return required by investors to own these securities
also considered the currently reduced liquidity for auction rate
securities. An increase or decrease in the liquidity risk
premium (i.e., the discount rate) of 100 basis points as
used in the model would decrease or increase, respectively, the
fair value of the Failed Auction Securities by approximately
$1,200,000.
56
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
5.
|
FAIR
VALUE MEASUREMENTS (Continued)
|
The following table summarizes the change in the fair values for
those assets valued on a recurring basis utilizing Level 3
inputs for the year ended December 31, 2009 (in thousands):
|
|
|
|
|
|
|
Level 3
|
|
|
Balance at the beginning of the period
|
|
$
|
34,654
|
|
Transfers into Level 3 categorization
|
|
|
|
|
Redemptions
|
|
|
(4,700
|
)
|
Transfers into Level 2 categorization(1)
|
|
|
(2,150
|
)
|
Unrealized loss on trading securities included in Other income
(expense), net
|
|
|
304
|
|
Credit losses on available for sales securities included in
Other income(expense), net
|
|
|
(464
|
)
|
Unrealized gain included in Other comprehensive (loss) income
|
|
|
1,208
|
|
|
|
|
|
|
Balance at the end of the period
|
|
$
|
28,852
|
|
|
|
|
|
|
|
|
|
(1) |
|
Redemptions of the Companys auction rate securities at par
value that occurred subsequent to December 31, 2009. |
Inventories were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Raw materials
|
|
$
|
18,675
|
|
|
$
|
23,275
|
|
Work-in-process
|
|
|
3,434
|
|
|
|
3,152
|
|
Finished goods
|
|
|
5,191
|
|
|
|
6,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,300
|
|
|
|
33,039
|
|
Inventory reserves
|
|
|
(5,943
|
)
|
|
|
(6,358
|
)
|
|
|
|
|
|
|
|
|
|
Net balance
|
|
$
|
21,357
|
|
|
$
|
26,681
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
|
PROPERTY,
PLANT AND EQUIPMENT
|
Property, plant and equipment are stated at cost and are
depreciated and amortized over a period of three to
32 years generally under the straight-line method for
financial reporting purposes and accelerated methods for income
tax purposes.
57
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
7.
|
PROPERTY,
PLANT AND EQUIPMENT (Continued)
|
Property, plant and equipment were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Land
|
|
$
|
2,091
|
|
|
$
|
2,089
|
|
Buildings and improvements
|
|
|
41,569
|
|
|
|
41,362
|
|
Machinery and equipment
|
|
|
192,803
|
|
|
|
187,120
|
|
Furniture and fixtures
|
|
|
5,808
|
|
|
|
5,741
|
|
Construction in-progress and deposits
|
|
|
5,810
|
|
|
|
1,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
248,081
|
|
|
|
238,271
|
|
Accumulated depreciation and amortization
|
|
|
(199,072
|
)
|
|
|
(190,017
|
)
|
|
|
|
|
|
|
|
|
|
Net balance
|
|
$
|
49,009
|
|
|
$
|
48,254
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the years ended December 31, 2009,
2008 and 2007 was approximately $9,882,000, $10,266,000, and
$11,172,000 respectively. As of December 31, 2009, the
Company had approximately $1,764,000 of capital expenditure
commitments.
The Companys gross investment in non-voting convertible
preferred stock of GWS totaled $5,000,000 as of
December 31, 2009, and December 31, 2008, giving the
Company an approximately 30% ownership interest in GWS. GWS and
its subsidiary design and sell semiconductors, conduct research
and development activities, develop and license patents, and
litigate against those who infringe upon patented technology. A
director of the Company is the founder, Chairman of the Board,
President and Chief Executive Officer (CEO), as well
as the majority voting shareholder, of GWS. The Company and GWS
are parties to an intellectual property cross-licensing
agreement, and the Company purchases certain components from
GWS. Purchases from GWS totaled approximately $1,608,000,
$1,702,000 and $1,260,000 in 2009, 2008, and 2007, respectively.
In the fourth quarter of 2008, approximately $500,000 of product
purchased from GWS in 2008 was returned by the Company to GWS
under a warranty claim resulting in a net receivable from GWS of
approximately $420,000 as of December 31, 2008, which was
settled for full value in 2009. During the second quarter of
2009, the Company and GWS completed a new license agreement and
executed a contract with GWS current foundry. The new
license agreement expands the Companys existing license to
technology associated with certain GWS semiconductor devices,
provides technical assistance for the manufacture by the Company
of such licensed devices, and facilitates the execution of a
contract between the Company, GWS and GWS current and
future foundries that will provide direct access to such
foundries on terms equal to those enjoyed by GWS. The new
license agreement also calls for GWS to develop, design, acquire
tooling and manufacture several additional high voltage devices
for the Company. The aggregate amount of milestone payments to
GWS from the Company under these arrangements will be $800,000.
Payment is contingent on the meeting of stipulated milestones
pursuant to the license agreement. During 2009, the Company made
payments totaling $650,000 under the license agreement.
The Company accounts for its investment in GWS under the equity
method of accounting. The Company has determined that while GWS
is a variable interest entity, the Company has concluded that it
is not the primary beneficiary. The key factor in the
Companys assessment was that the CEO of GWS is the member
of the related party group more closely related to the
operations of GWS. In addition, the Companys assessment
took into consideration the absence of voting rights for its
preferred stock holdings, the lack of a representative on the
GWS board of directors, no significant decision making ability
on the operations of GWS, and the absence of contractual
commitments of any kind to provide any future equity capital for
GWS.
58
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
8.
|
OTHER
INVESTMENTS (Continued)
|
Loss from equity method investment, net of tax for the year
ended December 31 consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Allocation of losses from equity method investment (net of tax)
|
|
$
|
|
|
|
$
|
321
|
|
|
$
|
306
|
|
Amortization of intangible assets and other (net of tax)
|
|
|
|
|
|
|
106
|
|
|
|
213
|
|
Other than temporary decline in investment
|
|
|
|
|
|
|
1,261
|
|
|
|
620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
1,688
|
|
|
$
|
1,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There was no allocation of equity method income (loss) in 2009
as GWS incurred a net loss for the year. During the year ended
December 31, 2008, the investment was adjusted for a
decline in value judged to be other-than-temporary of $706,000
in the first quarter and $555,000 in the fourth quarter of 2008,
respectively, bringing the investment balance to zero as of
December 31, 2008. The decision to bring the investment
balance to zero was based on GWS continued operating
losses, the impact of the current global economic crisis on the
current and short-term outlook for its operations, a negative
working capital position as of December 31, 2008, and a
valuation based on discounted cash flows.
|
|
9.
|
GOODWILL
AND OTHER INTANGIBLE ASSETS
|
The Company tests goodwill and other indefinite lived intangible
assets for impairment at least annually at the reporting unit
level. Definite lived intangible assets, such as patent rights,
are amortized and 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 2009 and determined that there was no
impairment to the carrying value. During the second quarter of
2009, the Company entered into a license agreement with GWS in
which the Company paid $500,000 to obtain certain rights to
several GWS semiconductor devices (See Note 8). The amount
is being amortized on a straight-line basis over four years.
Patent costs, which are included in other assets in the
accompanying balance sheets, were as follows, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Patent costs
|
|
$
|
3,456
|
|
|
$
|
3,591
|
|
Accumulated amortization
|
|
|
(1,683
|
)
|
|
|
(1,626
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,773
|
|
|
$
|
1,965
|
|
|
|
|
|
|
|
|
|
|
In 2009 and 2008, the Company wrote off patent costs associated
with abandoned patents with net book values of approximately
$82,000 and $33,000, respectively, which was charged to
amortization expense. Patent renewal fees were $62,000 and
$71,000 in 2009 and 2008, respectively.
Amortization expense was approximately $254,000, $249,000 and
$447,000 in 2009, 2008 and 2007, respectively. The estimated
future amortization expense from patent assets held as of
December 30, 2009, is projected to be $207,000, $199,000,
$186,000, $179,000, and $164,000, in fiscal years 2010, 2011,
2012, 2013 and 2014, respectively.
59
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
9.
|
GOODWILL
AND OTHER INTANGIBLE ASSETS (Continued)
|
Intangible assets related to the GWS license agreement entered
into in 2009 (See Note 8), which are included in other
assets in the accompanying balance sheets at December 31,
2009 were as follows (in thousands):
|
|
|
|
|
|
|
2009
|
|
|
GWS intangibles
|
|
$
|
500
|
|
Accumulated amortization
|
|
|
(62
|
)
|
|
|
|
|
|
|
|
$
|
438
|
|
|
|
|
|
|
The estimated future amortization expense from GWS intangible
assets held as of December 30, 2009, is projected to be
$125,000, $125,000, $125,000 and $63,000, in fiscal years 2010,
2011, 2012 and 2013, respectively.
On January 14, 2009, senior management authorized and the
Company announced a plan to reduce its workforce by
approximately eight percent by the end of January 2009. Senior
management authorized additional reductions to its workforce in
the second and third quarters of 2009. The Company completed
these reductions in workforce and recorded pre-tax charges for
severance and other employee-related costs of $4,099,000 in 2009
for the cost of severance and other employee-related costs that
involve cash payments during 2009 and 2010 based on each
employees respective length of service. These charges were
recorded as Severance charges in the Consolidated
Statement of Operations for the year ended December 31,
2009. The related liability is presented as Accrued
severance charges in the Consolidated Balance Sheet as of
December 31, 2009.
A summary of the activity related to the severance charges, by
segment, is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBU
|
|
|
V*I Chip
|
|
|
Total
|
|
|
Balance as of December 31, 2008
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Charges relating to 2009 workforce reductions
|
|
|
3,486
|
|
|
|
613
|
|
|
|
4,099
|
|
Payments
|
|
|
(3,231
|
)
|
|
|
(609
|
)
|
|
|
(3,840
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2009
|
|
$
|
255
|
|
|
$
|
4
|
|
|
$
|
259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product warranty activity for the years ended December 31,
2009, 2008, and 2007 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Balance at the beginning of the period
|
|
$
|
896
|
|
|
$
|
679
|
|
|
$
|
1,046
|
|
Accruals for warranties for products sold in the period
|
|
|
205
|
|
|
|
595
|
|
|
|
735
|
|
Fulfillment of warranty obligations
|
|
|
(101
|
)
|
|
|
(385
|
)
|
|
|
(704
|
)
|
Revisions of estimated obligations
|
|
|
(228
|
)
|
|
|
7
|
|
|
|
(398
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period
|
|
$
|
772
|
|
|
$
|
896
|
|
|
$
|
679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In November 2000, the Board of Directors of the Company
authorized the repurchase of up to $30,000,000 of the
Companys 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. There were no repurchases under the November 2000
Plan in 2009, 2008 or 2007. On December 31, 2009 and 2008,
the Company had approximately $8,541,000 available for use under
the November 2000 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 stockholders spouse,
certain of the stockholders 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 Companys
Board of Directors and depend on actual cash from operations,
the Companys financial condition and capital requirements
and any other factors the Companys Board of Directors may
consider relevant. On January 14, 2009, the Company
announced an indefinite suspension of its dividend.
On February 16, 2007 the Companys Board of Directors
approved a cash dividend of $.15 per share of the Companys
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 Companys Board of Directors
approved a cash dividend of $.15 per share of the Companys
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.
On March 14, 2008, the Companys Board of Directors
approved a cash dividend of $0.15 per share of the
Companys stock. The total dividend of approximately
$6,245,000 was paid on April 18, 2008 to shareholders of
record at the close of business on April 2, 2008.
On August 7, 2008, the Companys Board of Directors
approved a cash dividend of $0.15 per share of the
Companys stock. The total dividend of approximately
$6,249,000 was paid on September 10, 2008 to shareholders
of record at the close of business on August 25, 2008.
During the year ending December 31, 2007, two subsidiaries
paid a total of $180,000 in dividends, of which $92,000 was paid
to outside shareholders. During the year ending
December 31, 2008, a subsidiary paid a total of $2,290,000
in dividends, of which $1,168,000 was paid to an outside
shareholder and accounted for as a reduction in noncontrolling
interest. During the year ending December 31, 2009, two
subsidiaries paid a total of $4,690,000 in dividends to outside
shareholders, of which $1,269,000 was paid to outside
shareholders and accounted for as a reduction in noncontrolling
interest.
During 2009 a total of 500 shares of Common Stock were
issued upon the exercise of stock options. There were no shares
of Class B Common Stock converted into Common Stock during
2009.
61
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
12.
|
STOCKHOLDERS
EQUITY (Continued)
|
On December 31, 2009, there were 15,225,546 shares of
Vicor Common Stock reserved for issuance under Vicor stock
options and upon conversion of Class B Common Stock.
|
|
13.
|
OTHER
INCOME (EXPENSE), NET
|
The major changes in the components of the other income
(expense), net were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
Interest income
|
|
$
|
717
|
|
|
$
|
2,138
|
|
|
$
|
4,484
|
|
Unrealized gain (loss) on trading securities
|
|
|
1,268
|
|
|
|
(2,238
|
)
|
|
|
|
|
Unrealized gain (loss) on auction rate securities rights
|
|
|
(964
|
)
|
|
|
1,926
|
|
|
|
|
|
Credit losses on available for sale securities
|
|
|
(464
|
)
|
|
|
|
|
|
|
|
|
Foreign currency gains, net
|
|
|
35
|
|
|
|
82
|
|
|
|
186
|
|
Gain on disposal of equipment
|
|
|
30
|
|
|
|
19
|
|
|
|
129
|
|
Other
|
|
|
60
|
|
|
|
101
|
|
|
|
128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
682
|
|
|
$
|
2,028
|
|
|
$
|
4,927
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62
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
Companys deferred tax liabilities and assets are as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Research and development tax credit carryforwards
|
|
$
|
9,122
|
|
|
$
|
7,633
|
|
Net operating loss carryforwards
|
|
|
8,130
|
|
|
|
14,223
|
|
Inventory reserves
|
|
|
2,229
|
|
|
|
2,346
|
|
Vacation accrual
|
|
|
1,228
|
|
|
|
1,379
|
|
Unrealized loss on investments
|
|
|
993
|
|
|
|
1,407
|
|
Investment tax credit carryforwards
|
|
|
978
|
|
|
|
1,004
|
|
Stock-based compensation
|
|
|
974
|
|
|
|
805
|
|
Capital loss carryforward
|
|
|
700
|
|
|
|
|
|
Alternative minimum tax credit carryforward
|
|
|
590
|
|
|
|
407
|
|
Deferred revenue
|
|
|
407
|
|
|
|
|
|
Warranty reserves
|
|
|
253
|
|
|
|
299
|
|
Bad debt reserves
|
|
|
87
|
|
|
|
107
|
|
Investment basis differences
|
|
|
|
|
|
|
772
|
|
Other
|
|
|
138
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
25,829
|
|
|
|
30,552
|
|
Less: Valuation allowance for deferred tax assets
|
|
|
(24,803
|
)
|
|
|
(27,701
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
1,026
|
|
|
|
2,851
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(380
|
)
|
|
|
(2,092
|
)
|
Patent amortization
|
|
|
(646
|
)
|
|
|
(758
|
)
|
Unremitted Vicor Custom earnings
|
|
|
(314
|
)
|
|
|
(434
|
)
|
Goodwill
|
|
|
(478
|
)
|
|
|
(432
|
)
|
Other
|
|
|
(303
|
)
|
|
|
(344
|
)
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(2,121
|
)
|
|
|
(4,060
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$
|
(1,095
|
)
|
|
$
|
(1,209
|
)
|
|
|
|
|
|
|
|
|
|
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 on December 31, 2009 and 2008. 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. When the valuation allowance is released,
approximately $518,000 will be accounted for through
Accumulated other comprehensive (loss) income.
63
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
14.
|
INCOME
TAXES (Continued)
|
For financial reporting purposes, income (loss) before income
taxes includes the following components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
Domestic
|
|
$
|
5,236
|
|
|
$
|
654
|
|
|
$
|
5,036
|
|
Foreign
|
|
|
219
|
|
|
|
232
|
|
|
|
962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,455
|
|
|
$
|
886
|
|
|
$
|
5,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant components of the provision (benefit) for income
taxes are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
939
|
|
|
$
|
1,355
|
|
|
$
|
(220
|
)
|
Foreign
|
|
|
75
|
|
|
|
27
|
|
|
|
191
|
|
State
|
|
|
422
|
|
|
|
(533
|
)
|
|
|
(1,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,436
|
|
|
|
849
|
|
|
|
(1,119
|
)
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(74
|
)
|
|
|
127
|
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,362
|
|
|
$
|
976
|
|
|
$
|
(1,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company continues to intend to reinvest certain of its
foreign earnings indefinitely. Accordingly, no U.S. income
taxes have been provided for approximately $2,400,000 of
unremitted earnings of international subsidiaries. As of
December 31, 2009, the amount of unrecognized deferred tax
liability on these earnings was $180,000.
The reconciliation of the federal statutory rate to the
effective income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
(as adjusted)
|
|
|
(as adjusted)
|
|
|
Statutory federal tax rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State income taxes, net of federal income tax benefit
|
|
|
9.2
|
|
|
|
37.0
|
|
|
|
3.0
|
|
Reduction in tax reserves
|
|
|
(2.1
|
)
|
|
|
(104.3
|
)
|
|
|
(28.2
|
)
|
Permanent items
|
|
|
4.0
|
|
|
|
31.8
|
|
|
|
3.7
|
|
Foreign rate differential
|
|
|
(0.9
|
)
|
|
|
(5.4
|
)
|
|
|
(4.5
|
)
|
Tax credits
|
|
|
2.3
|
|
|
|
(30.9
|
)
|
|
|
(1.1
|
)
|
Book income attributable to noncontrolling interest
|
|
|
(8.3
|
)
|
|
|
(71.8
|
)
|
|
|
(3.3
|
)
|
Increase (decrease) in valuation allowance
|
|
|
(14.2
|
)
|
|
|
218.8
|
|
|
|
(21.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.0
|
%
|
|
|
110.2
|
%
|
|
|
(16.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tax provisions in 2009 and 2008 provide for estimated income
taxes due in various state and international taxing
jurisdictions for which losses incurred by the Company cannot be
offset, and for estimated federal and state income taxes for
certain minority-owned subsidiaries that are not part of the
Companys consolidated income tax returns, offset by the
expected utilization of federal and foreign net operating loss
carryforwards and the reduction in tax reserves in 2008
discussed below. The 2009 tax provision also includes discrete
items, including benefits for the receipt of refunds for net
operating loss carryback claims and for an expected refund due
to certain monetized credits, and expense for increases in state
taxes and accrued interest
64
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
14.
|
INCOME
TAXES (Continued)
|
for potential liabilities. The 2008 tax provision also included
discrete items principally for increases in accrued interest for
potential liabilities and expense associated with a reduction in
state income tax refunds receivable. In 2007, the tax provision
includes estimated federal, state and foreign income taxes on
the Companys pre-tax income, estimated federal and state
income taxes for certain minority-owned subsidiaries that are
not part of the Companys 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 and the
reduction in tax reserves discussed below. 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 an audit of the Companys federal tax
returns for tax years 1994 though 2002 by the Internal Revenue
Service and the reduction in tax reserves discussed below.
During 2008 and 2007, the Company reduced its tax reserves by
$1,123,000 and $1,517,000, respectively, due to closing tax
periods in certain jurisdictions and other tax reserves no
longer considered necessary. The decrease in 2007 was partially
offset by increases in reserves during the year of approximately
$205,000 for potential liabilities.
The Company has approximately $19,700,000 of net operating loss
carry forwards for federal tax return purposes. As a result of
the difference in treatment of excess stock option deductions
available for income tax return and financial statement
reporting purposes, the Company has approximately $3,800,000 of
stock option related net operating loss, $1,000,000 of federal
research and development tax credit, and $400,000 of federal
alternative minimum tax credit carryforwards that may be offset
against future taxable income, which are included in the
component of deferred tax assets disclosed above. It is
anticipated that when these tax attributes are realized on an
income tax return in the future, the related benefit will be
recorded against Additional paid-in capital. The net
operating loss carryforwards expire beginning in 2009 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.
|
|
|
|
|
A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows (in thousands):
|
|
|
|
|
Balance on January 1, 2009
|
|
$
|
441
|
|
Additions based on tax provisions related to the current year
|
|
|
271
|
|
|
|
|
|
|
Balance on December 31, 2009
|
|
$
|
712
|
|
|
|
|
|
|
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. 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 Companys financial statements, on
December 31, 2009 of $712,000 including accrued interest,
if recognized, may decrease the Companys income tax
provision and effective tax rate. None of the unrecognized tax
benefits as of December 31, 2009 are expected to
significantly change during the next twelve months. 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, 2009, the Company has accrued
approximately $44,000 for the potential payment of interest and
recorded approximately $16,000 of income tax expense for
interest, net of related tax benefits, for the year ended
December 31, 2009.
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 Companys federal and state taxes
are currently open to
65
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
14.
|
INCOME
TAXES (Continued)
|
examination for tax years 2006 through 2008 and 2000 through
2008, respectively. In addition, the 2003 and 2004 tax years
resulted in losses. These years may be subject to examination
when the losses are carried forward and utilized in the future.
In January 2010, the Company received notices from the
Commonwealth of Massachusetts and the State of New York that its
Massachusetts corporate excise tax returns and New York tax
returns, respectively, for tax years 2006 and 2007 had been
selected for audit. There are no other income tax examinations
currently in process.
|
|
15.
|
COMMITMENTS
AND CONTINGENCIES
|
The Company leases certain of its office, warehousing and
manufacturing space. The future minimum rental commitments under
non-cancelable operating leases with remaining terms in excess
of one year are as follows (in thousands):
|
|
|
|
|
Year
|
|
|
|
2010
|
|
$
|
1,260
|
|
2011
|
|
|
990
|
|
2012
|
|
|
563
|
|
2013
|
|
|
222
|
|
2014 and thereafter
|
|
|
124
|
|
Rent expense was approximately $1,496,000, $1,445,000 and
$1,525,000 in 2009, 2008 and 2007, respectively. The Company
also pays executory costs such as taxes, maintenance and
insurance.
The Company also 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 $286,000 annually, subject to semi-annual price
adjustments, through March 2015.
In addition to the amounts shown in the table above,
approximately $340,000 of unrecognized tax benefits has been
recorded as liabilities as the settlement amounts are uncertain.
The Company has recorded a liability related to these
unrecognized tax benefits for potential interest and penalties
of approximately $44,000 on December 31, 2009.
As disclosed in prior filings, the Company received total
payments of $1,770,000 in the second quarter of 2007 in full
settlement of patent infringement litigation against Artesyn
Technologies, Inc., Lucent Technologies Inc., and the Tyco Power
Systems, a unit of Tyco International Ltd. (which had acquired
the Power Systems business of Lucent Technologies). The full
amount of the payments, net of a $177,000 contingency fee the
Company had accrued for its litigation counsel, was included in
the second quarter of 2007 in (Gain) loss from
litigation-related and other settlements, net in the
Consolidated Statement of Operations. The Company was
subsequently informed by its litigation counsel that the full
amount of the contingency fee was waived and, therefore, the
related accrual of $177,000 was reversed in the second quarter
of 2008.
On February 22, 2007, the Company announced it had reached
an agreement in principle with Ericsson, Inc., the
U.S. affiliate of LM Ericsson, 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 $50,000,000 to Ericsson, of which $12,800,000 was
reimbursed by the Companys insurance carriers.
Accordingly, the Company recorded a net loss of $37,200,000 from
the litigation-related settlements in the fourth quarter of
2006. The Company has been seeking further reimbursement from
its insurance carriers. On November 14, 2008, a jury in the
United States District Court for the District of Massachusetts
found in favor of the Company in a lawsuit against certain of
its insurance carriers with respect to the Ericsson settlement.
The jury awarded $17,300,000 in damages to Vicor, although the
verdict is subject to challenge in the trial court and on
appeal. Both parties filed certain motions subsequent to
66
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
15.
|
COMMITMENTS
AND CONTINGENCIES (Continued)
|
the ruling and, on March 2, 2009, the judge in the case
rendered his decision on the subsequent motions, reducing the
jury award by $4,000,000. On March 26, 2009, the
U.S. District Court, District of Massachusetts issued its
judgment in the matter, affirming the award of $13,300,000, plus
prejudgment interest from the date of breach on March 29,
2007 through March 26, 2009, the date of judgment in the
amount of approximately $3,179,000. The insurance carriers have
filed their appeal to this total judgment in the amount of
approximately $16,479,000.
The Companys 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 Companys component
suppliers prior to 2002. The Companys writ of mandate
appeal of this ruling was denied in April, 2007. In September
2007, The Company filed a notice of appeal of the courts
decision upholding the Ericsson-Exar-Rohm settlement. In
December 2007, the court awarded Exar and Rohm amounts for
certain statutory and discovery costs associated with this
ruling. As such, the Company accrued $240,000 in the second
quarter of 2007, included in (Gain) loss from
litigation-related and other settlements, net in the
Consolidated Statements of Operations, of which $78,000 of the
award was paid in the second quarter of 2008. On
February 9, 2009, the Court of Appeals issued its opinion
affirming the judgment for Exar and Rohm in full. During the
third quarter of 2009, the Company completed negotiations with
Exar and Rohm, resulting in separate settlement agreements
calling for a final payment to Exar of $70,000 and no additional
payment due Rohm. As a result of the settlements, the Company
reversed a remaining excess accrual of approximately $96,000 in
the third quarter of 2009, which is recorded in Gain from
litigation-related and other settlements, net in the
accompanying Consolidated Statement of Operations.
During the third quarter of 2009, the Company entered into a
release and settlement agreement with a vendor over alleged
product performance issues with certain of the vendors
products. The Company received a payment of $750,000 in
consideration for the settlement, which is recorded in
Gain from litigation-related and other settlements,
net in the accompanying Consolidated Statement of
Operations.
On August 18, 2005, the Company filed an action in The
Superior Court of the Commonwealth of Massachusetts, County of
Essex 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 Companys 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 result of the 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, management does not expect any current
litigation or claims to have a material adverse impact on the
Companys financial position or results of operations.
The Company has organized its business segments according to its
key product lines. The Brick Business Unit segment
(BBU) designs, develops, manufactures and markets
the Companys modular power converters and configurable
products, and also includes the operations of the Companys
Westcor division, the six entities comprising Vicor Custom
Power, and VJCL. V*I Chip designs, develops, manufactures and
markets the Companys Factorized Power Architecture
(FPA) products. Picor designs, develops,
manufactures and markets Power Management Integrated Circuits
and related products for use in a variety of power system
67
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
16.
|
SEGMENT
INFORMATION (Continued)
|
applications. Picor develops these products to be sold as part
of Vicors products or to third parties for separate
applications.
The Companys chief operating decision maker 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 Companys 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 Companys accounting
policies and method of presentation for segments are consistent
with that used throughout the Consolidated Financial Statements.
The following table provides significant segment financial data
for the years ended December 31, 2009, 2008 and 2007 (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BBU
|
|
V*I Chip
|
|
Picor
|
|
Corporate
|
|
Eliminations
|
|
Total
|
|
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
187,354
|
|
|
$
|
15,258
|
|
|
$
|
6,143
|
|
|
$
|
|
|
|
$
|
(10,796
|
)
|
|
$
|
197,959
|
|
Income (loss) from operations
|
|
|
29,220
|
|
|
|
(22,156
|
)
|
|
|
(4,265
|
)
|
|
|
(716
|
)
|
|
|
2,690
|
|
|
|
4,773
|
|
Total assets
|
|
|
204,611
|
|
|
|
19,124
|
|
|
|
9,352
|
|
|
|
98,209
|
|
|
|
(150,719
|
)
|
|
|
180,577
|
|
Depreciation and amortization
|
|
|
5,283
|
|
|
|
2,968
|
|
|
|
403
|
|
|
|
1,544
|
|
|
|
|
|
|
|
10,198
|
|
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
189,362
|
|
|
$
|
16,766
|
|
|
$
|
5,096
|
|
|
$
|
|
|
|
$
|
(5,856
|
)
|
|
$
|
205,368
|
|
Income (loss) from operations
|
|
|
26,317
|
|
|
|
(25,123
|
)
|
|
|
(2,817
|
)
|
|
|
(441
|
)
|
|
|
922
|
|
|
|
(1,142
|
)
|
Total assets
|
|
|
177,331
|
|
|
|
14,850
|
|
|
|
9,011
|
|
|
|
87,072
|
|
|
|
(116,342
|
)
|
|
|
171,922
|
|
Depreciation and amortization
|
|
|
5,920
|
|
|
|
2,645
|
|
|
|
384
|
|
|
|
1,566
|
|
|
|
|
|
|
|
10,515
|
|
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
|
|
|
148,078
|
|
|
|
13,792
|
|
|
|
7,286
|
|
|
|
108,372
|
|
|
|
(85,070
|
)
|
|
|
192,458
|
|
Depreciation and amortization
|
|
|
7,408
|
|
|
|
2,097
|
|
|
|
407
|
|
|
|
1,707
|
|
|
|
|
|
|
|
11,619
|
|
The elimination for net revenues is principally related to
inter-segment revenues of Picor to BBU and V*I Chip and for
inter-segment revenues of V*I Chip to BBU. The elimination for
total assets is principally related to inter-segment receivables
due to BBU for the funding of V*I Chip operations and for the
purchase of equipment for both V*I Chip and Picor.
During 2009, 2008 and 2007, no customer accounted for more than
10% of net revenues. International sales, as a percentage of
total net revenues, were approximately 41% in 2009 and 42% in
2008 and 37% in 2007, respectively. International sales and
receipts are recorded and received in U.S. dollars.
68
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
17.
|
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
|
|
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
50,448
|
|
|
$
|
50,627
|
|
|
$
|
47,746
|
|
|
$
|
49,138
|
|
|
$
|
197,959
|
|
Gross margin
|
|
|
21,831
|
|
|
|
22,598
|
|
|
|
20,668
|
|
|
|
22,497
|
|
|
|
87,594
|
|
Consolidated net income (loss)
|
|
|
(2,151
|
)
|
|
|
1,758
|
|
|
|
1,990
|
|
|
|
2,496
|
|
|
|
4,093
|
|
Net income (loss) attributable to noncontrolling
interest
|
|
|
392
|
|
|
|
417
|
|
|
|
299
|
|
|
|
187
|
|
|
|
1,295
|
|
Net income (loss) attributable to Vicor Corporation
|
|
|
(2,543
|
)
|
|
|
1,341
|
|
|
|
1,691
|
|
|
|
2,309
|
|
|
|
2,798
|
|
Net income (loss) per share attributable to Vicor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
(.06
|
)
|
|
|
.03
|
|
|
|
.04
|
|
|
|
.06
|
|
|
|
.07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
53,469
|
|
|
$
|
49,297
|
|
|
$
|
51,278
|
|
|
$
|
51,324
|
|
|
$
|
205,368
|
|
Gross margin
|
|
|
22,460
|
|
|
|
21,113
|
|
|
|
21,903
|
|
|
|
20,809
|
|
|
|
86,285
|
|
Consolidated net income (loss) (as adjusted)
|
|
|
1,064
|
|
|
|
(817
|
)
|
|
|
1,110
|
|
|
|
(3,135
|
)
|
|
|
(1,778
|
)
|
Net income (loss) attributable to noncontrolling interest (as adjusted)
|
|
|
444
|
|
|
|
506
|
|
|
|
501
|
|
|
|
366
|
|
|
|
1,817
|
|
Net income (loss) attributable to Vicor Corporation (as adjusted)
|
|
|
620
|
|
|
|
(1,323
|
)
|
|
|
609
|
|
|
|
(3,501
|
)
|
|
|
(3,595
|
)
|
Net income (loss) per share attributable to Vicor Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
.01
|
|
|
|
(.03
|
)
|
|
|
.01
|
|
|
|
(.08
|
)
|
|
|
(.09
|
)
|
In the fourth quarter of 2009, the Company recorded the
following adjustments:
|
|
|
|
|
Reversal to defer $1,476,000 in Net revenues and $1,045,000 in
Cost of revenues in connection with the accounting for a
multiple-element revenue arrangement. The impact on prior
quarters in 2009 was not material.
|
|
|
|
An unrealized gain of $476,000 in connection with the fair value
measurements for its UBS ARS, which are classified as trading
securities, in Other income (expense), net in the
Consolidated Statements of Operations.
|
|
|
|
An unrealized loss of $466,000 in connection with the fair value
measurements for its ARS Right, in Other income (expense),
net in the Consolidated Statements of Operations.
|
|
|
|
An increase of $290,000 to inventory reserves for potential
excess and obsolete inventory charged against Cost of revenues.
|
69
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
17.
|
QUARTERLY
RESULTS OF OPERATIONS (Unaudited) (Continued)
|
In the fourth quarter of 2008, the Company recorded the
following adjustments:
|
|
|
|
|
An unrealized loss of $2,238,000 in connection with the fair
value measurements for its UBS ARS, which are classified as
trading securities, in Other income (expense), net
in the Consolidated Statements of Operations.
|
|
|
|
An unrealized gain of $1,926,000 in connection with the fair
value measurements for its ARS Right, in Other income
(expense), net in the Consolidated Statements of
Operations.
|
|
|
|
An
other-than-temporary
impairment charge of $555,000 to write-off the remaining
investment balance in GWS as of December 31, 2008.
|
|
|
|
An increase of $300,000 to warranty reserves for certain product
matters charged against Cost of revenues.
|
|
|
|
An increase of $240,000 to inventory reserves for potential
excess and obsolete inventory charged against Cost of revenues.
|
|
|
18.
|
CHANGE IN
ACCOUNTING PRINCIPLE
|
As described in Note 2, the Company adopted the new
accounting standard for noncontrolling interests and changed the
reporting for minority interests, which are now recharacterized
as noncontrolling interests, as
70
VICOR
CORPORATION
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
18.
|
CHANGE IN
ACCOUNTING PRINCIPLE (Continued)
|
of January 1, 2009. The following financial statement line
items for fiscal years 2008 and 2007 and as of December 31,
2006 were affected by this change in accounting principle (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
As
|
|
As Previously
|
|
|
Adjusted
|
|
Reported
|
|
As of December 31, 2008:
|
|
|
|
|
|
|
|
|
Minority interests
|
|
$
|
|
|
|
$
|
4,255
|
|
Noncontrolling interests
|
|
|
4,255
|
|
|
|
|
|
Total stockholders equity
|
|
|
|
|
|
|
147,171
|
|
Total Vicor Corporation stockholders equity
|
|
|
147,171
|
|
|
|
|
|
Total equity
|
|
|
151,426
|
|
|
|
|
|
Year ended December 31, 2008:
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
$
|
2,028
|
|
|
$
|
211
|
|
Income (loss) before income taxes
|
|
|
886
|
|
|
|
(931
|
)
|
Consolidated net income (loss)
|
|
|
(1,778
|
)
|
|
|
(3,595
|
)
|
Net income attributable to noncontrolling interest
|
|
|
1,817
|
|
|
|
|
|
Net loss attributable to Vicor Corporation
|
|
|
(3,595
|
)
|
|
|
|
|
As of December 31, 2007:
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
$
|
4,040
|
|
|
$
|
|
|
Total stockholders equity
|
|
|
|
|
|
|
164,440
|
|
Total Vicor Corporation stockholders equity
|
|
|
164,440
|
|
|
|
|
|
Total equity
|
|
|
168,480
|
|
|
|
|
|
Year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
$
|
4,927
|
|
|
$
|
4,388
|
|
Income (loss) before income taxes
|
|
|
5,998
|
|
|
|
5,459
|
|
Consolidated net income (loss)
|
|
|
5,874
|
|
|
|
5,335
|
|
Net income attributable to noncontrolling interest
|
|
|
539
|
|
|
|
|
|
Net income attributable to Vicor Corporation
|
|
|
5,335
|
|
|
|
|
|
As of December 31, 2006:
|
|
|
|
|
|
|
|
|
Noncontrolling interests
|
|
$
|
3,593
|
|
|
$
|
|
|
Total stockholders equity
|
|
|
|
|
|
|
170,172
|
|
Total Vicor Corporation stockholders equity
|
|
|
170,172
|
|
|
|
|
|
Total equity
|
|
|
173,765
|
|
|
|
|
|
71
|
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
None.
|
|
ITEM 9A.
|
CONTROLS
AND PROCEDURES
|
Attached as exhibits to this
Form 10-K
are certifications of our CEO and Chief Financial Officer
(CFO), which are required in accordance with
Rule 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.
|
|
(a)
|
Evaluation
of disclosure controls and procedures
|
As required by
Rule 13a-15
under the Exchange Act, management, with the participation of
our CEO and CFO, conducted an evaluation regarding the
effectiveness of our disclosure controls and procedures, as of
the end of the last fiscal year. In designing and evaluating our
disclosure controls and procedures, we 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,
our management, including our CEO and CFO, has concluded that
our disclosure controls and procedures are reasonably effective
to ensure that information required to be disclosed in the
reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules
and forms. 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)
|
Managements
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 (a) pertain to
the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our
assets; (b) 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 are being made
only in accordance with authorizations of our management and
Board of Directors; and (c) provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of our assets that could have a
material effect on our financial statements.
Management assessed our internal control over financial
reporting as of December 31, 2009, 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 (COSO). Managements
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.
Based on our assessment, management has concluded that our
internal control over financial reporting was effective as of
December 31, 2009.
The effectiveness of our internal control over financial
reporting as of December 31, 2009 has been audited by Grant
Thornton LLP, our independent registered public accounting firm,
as stated in their report which is included immediately below.
72
To The Board of Directors and Stockholders of
Vicor Corporation:
We have audited Vicor Corporation and subsidiaries (a
Delaware Corporation) internal control over financial reporting
as of December 31, 2009, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Vicor Corporation and subsidiaries
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in the accompanying Managements Report on
Internal Control Over Financial Reporting. Our responsibility is
to express an opinion on Vicor Corporation and
subsidiaries 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, 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 companys 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 companys
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
companys 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.
In our opinion, Vicor Corporation and subsidiaries maintained,
in all material respects, effective internal control over
financial reporting as of December 31, 2009, based on
criteria established in Internal Control-Integrated Framework
issued by COSO.
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 and
subsidiaries as of December 31, 2009 and 2008, and the
related consolidated statements of operations, equity and cash
flows for each of the two years in the period ended
December 31, 2009 and our report dated March 10, 2010
expressed an unqualified opinion.
Boston, Massachusetts
March 10, 2010
73
|
|
(c)
|
Inherent
Limitations on Effectiveness of Controls
|
The Companys management, including the CEO and 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 systems 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)
|
Changes
in Internal Control Over Financial Reporting
|
There was no change in our internal control over financial
reporting that occurred during the fiscal quarter ended
December 31, 2009, that has materially affected, or is
reasonably likely to materially affect, the Companys
internal control over financial reporting.
74
|
|
ITEM 9B.
|
OTHER
INFORMATION
|
None.
PART III
|
|
ITEM 10.
|
DIRECTORS
AND EXECUTIVE OFFICERS OF THE REGISTRANT
|
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2010 annual meeting of stockholders.
|
|
ITEM 11.
|
EXECUTIVE
COMPENSATION
|
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2010 annual meeting of stockholders.
|
|
ITEM 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2010 annual meeting of stockholders.
|
|
ITEM 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
|
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2010 annual meeting of stockholders.
|
|
ITEM 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2010 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.
(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(9)
|
75
|
|
|
|
|
|
|
|
|
Exhibits
|
|
|
|
Description of Document
|
|
|
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 Grant Thornton LLP(12)
|
|
23
|
.2
|
|
|
|
|
|
Consent of Ernst & Young LLP(12)
|
|
31
|
.1
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934(12)
|
|
31
|
.2
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Rule
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 Companys Annual Report on
Form 10-K
filed on March 29, 2001 and incorporated herein by
reference. |
|
(2) |
|
Filed as an exhibit to the Companys Registration Statement
on Form 10, as amended, under the Securities Exchange Act
of 1934 (File
No. 0-18277),
and incorporated herein by reference. |
|
(3) |
|
Filed as an exhibit to the Companys Registration Statement
on
Form S-8,
as amended, under the Securities Act of 1933
(No. 33-65154),
and incorporated herein by reference. |
|
(4) |
|
Filed as an exhibit to the Companys Registration Statement
on
Form S-8,
as amended, under the Securities Act of 1933
(No. 333-61177),
and incorporated herein by reference. |
|
(5) |
|
Filed as an exhibit to the Companys 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. |
|
(6) |
|
Filed as an exhibit to the Companys Quarterly Report on
Form 10-Q
filed on November 4, 2004 and incorporated herein by
reference. |
|
(7) |
|
Filed as an exhibit to the Companys Annual Report on
Form 10-K
filed on March 16, 2005 and incorporated herein by
reference. |
76
|
|
|
(8) |
|
Filed as an exhibit to the Companys Annual Report on
Form 10-K
filed on March 14, 2006 and incorporated herein by
reference. |
|
(9) |
|
Filed as an exhibit to the Companys Quarterly Report on
Form 10-Q
filed on November 8, 2006 and incorporated herein by
reference. |
|
(10) |
|
Filed as an exhibit to the Companys Current Report on
Form 8-K,
dated June 6, 2007 and incorporated herein by reference. |
|
(11) |
|
Filed as an exhibit to the Companys Current Report and
Form 8-K,
dated March 6, 2008 incorporated herein by reference. |
|
(12) |
|
Filed herewith. |
77
VICOR
CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2009, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Credit) Charge
|
|
|
|
|
|
|
Balance at
|
|
to Costs and
|
|
Other Charges,
|
|
Balance at
|
Description
|
|
Beginning of Period
|
|
Expenses
|
|
Deductions(1)
|
|
End of Period
|
|
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
$
|
300,000
|
|
|
$
|
3,000
|
|
|
$
|
(43,000
|
)
|
|
$
|
260,000
|
|
December 31, 2008
|
|
|
398,000
|
|
|
|
39,000
|
|
|
|
(137,000
|
)
|
|
|
300,000
|
|
December 31, 2007
|
|
|
583,000
|
|
|
|
246,000
|
|
|
|
(431,000
|
)
|
|
|
398,000
|
|
|
|
|
(1) |
|
Reflects uncollectible accounts written off, net of recoveries. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Credit) Charge
|
|
|
|
|
|
|
Balance at
|
|
to Costs and
|
|
Other Charges,
|
|
Balance at
|
Description
|
|
Beginning of Period
|
|
Expenses
|
|
Deductions(2)
|
|
End of Period
|
|
Inventory Reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
$
|
6,358,000
|
|
|
$
|
1,010,000
|
|
|
$
|
(1,425,000
|
)
|
|
$
|
5,943,000
|
|
December 31, 2008
|
|
|
7,646,000
|
|
|
|
923,000
|
|
|
|
(2,211,000
|
)
|
|
|
6,358,000
|
|
December 31, 2007
|
|
|
8,363,000
|
|
|
|
1,075,000
|
|
|
|
(1,792,000
|
)
|
|
|
7,646,000
|
|
|
|
|
(2) |
|
Reflects amounts associated with inventory that have been
discarded or sold. |
78
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
James A. Simms
Vice President, Chief Financial Officer
Date: March 10, 2010
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 Executive Officer)
|
|
March 10, 2010
|
|
|
|
|
|
/s/ James
A. Simms
James
A. Simms
|
|
Chief Financial Officer Vice President (Principal Financial
Officer and Principal Accounting Officer)
|
|
March 10, 2010
|
|
|
|
|
|
/s/ Estia
J. Eichten
Estia
J. Eichten
|
|
Director
|
|
March 10, 2010
|
|
|
|
|
|
/s/ David
T. Riddiford
David
T. Riddiford
|
|
Director
|
|
March 10, 2010
|
|
|
|
|
|
/s/ Barry
Kelleher
Barry
Kelleher
|
|
Director
|
|
March 10, 2010
|
|
|
|
|
|
/s/ Samuel
Anderson
Samuel
Anderson
|
|
Director
|
|
March 10, 2010
|
|
|
|
|
|
/s/ Claudio
Tuozzolo
Claudio
Tuozzolo
|
|
Director
|
|
March 10, 2010
|
|
|
|
|
|
/s/ Jason
L. Carlson
Jason
L. Carlson
|
|
Director
|
|
March 10, 2010
|
|
|
|
|
|
/s/ Liam
K. Griffin
Liam
K. Griffin
|
|
Director
|
|
March 10, 2010
|
79
exv21w1
EXHIBIT 21.1
SUBSIDIARIES
OF THE COMPANY
|
|
|
|
|
State or Jurisdiction
|
Name
|
|
of Incorporation
|
|
Picor Corporation
|
|
Delaware, USA
|
V*I Chip Corporation
|
|
Delaware, USA
|
VLT, Inc.
|
|
California, USA
|
Vicor GmbH
|
|
Germany
|
VICR Securities Corporation
|
|
Massachusetts, USA
|
Vicor France SARL
|
|
France
|
Vicor Italy SRL
|
|
Italy
|
Vicor Hong Kong Ltd.
|
|
Hong Kong
|
Vicor U.K. Ltd.
|
|
United Kingdom
|
Vicor B.V.
|
|
Netherlands
|
Vicor Japan Company, Ltd.
|
|
Japan
|
Vicor Development Corporation
|
|
Delaware, USA
|
Aegis Power Systems, Inc.
|
|
Delaware, USA
|
Mission Power Systems, Inc.
|
|
Delaware, USA
|
Northwest Power Integration, Inc.
|
|
Delaware, USA
|
Converpower Corporation
|
|
Delaware, USA
|
Freedom Power Systems, Inc.
|
|
Delaware, USA
|
exv23w1
EXHIBIT 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated March 10, 2010 with
respect to the consolidated financial statements, schedule and
internal control over financial reporting included in the Annual
Report of Vicor Corporation, Inc. and subsidiaries on
Form 10-K
for the year ended December 31, 2009. We hereby consent to
the incorporation by reference of said reports in the
Registration Statements of Vicor Corporation and subsidiaries on
Forms S-8
(Nos.
33-46656,
effective June 29, 1990,
33-65154,
effective June 29, 1993,
333-61177,
effective August 11, 1998,
333-44790,
effective August 30, 2000 and
333-99423,
effective September 11, 2002).
Boston, Massachusetts
March 10, 2010
exv23w2
EXHIBIT 23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following
Registration Statements:
(1) Registration Statement
(Form S-8,
No. 33-46656)
pertaining to the 1984 Stock Option Plan of Vicor Corporation,
(2) Registration Statement
(Form S-8,
No. 33-65154)
pertaining to the 1993 Stock Option Plan of Vicor Corporation,
(3) Registration Statement
(Form S-8,
No. 333-61177)
pertaining to the 1998 Stock Option and Incentive Plan of Vicor
Corporation,
(4) Registration Statement
(Form S-8,
No. 333-44790)
pertaining to the 2000 Stock Option and Incentive Plan of Vicor
Corporation, and
(5) Registration Statement
(Form S-8,
No. 333-99423)
pertaining to the Amended and Restated 2000 Stock Option and
Incentive Plan of Vicor Corporation;
of our report dated March 14, 2008 (except for
Note 18, as to which the date is March 10, 2010), with
respect to the consolidated financial statements and schedule of
Vicor Corporation for the year ended December 31, 2007
included in this Annual Report
(Form 10-K)
of Vicor Corporation for the year ended December 31, 2009.
Boston, Massachusetts
March 10, 2010
exv31w1
Exhibit 31.1
CHIEF
EXECUTIVE OFFICER CERTIFICATION
I, Patrizio Vinciarelli, certify that:
1. I have reviewed this report on
Form 10-K
of Vicor Corporation;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrants other certifying officers and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act
Rules 13a-15(e)
and
15d-15(e))
and internal control over financial reporting (as defined in
Exchange Act
Rules 13a-15(f)
and
15d-15(f))
for the registrant and have:
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, 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;
c) Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the
registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal
control over financial reporting; and
5. The registrants other certifying officers and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of the registrants board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial reporting.
Patrizio Vinciarelli
Chief Executive Officer
Dated: March 10, 2010
exv31w2
Exhibit 31.2
CHIEF
FINANCIAL OFFICER CERTIFICATION
I, James A. Simms, certify that:
1. I have reviewed this report on
Form 10-K
of Vicor Corporation;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrants other certifying officers and I
are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act
Rules 13a-15(e)
and
15d-15(e))
and internal control over financial reporting (as defined in
Exchange Act
Rules 13a-15(f)
and
15d-15(f))
for the registrant and have:
a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;
b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be
designed under our supervision, 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;
c) Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the
registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal
control over financial reporting; and
5. The registrants other certifying officers and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of the registrants board
of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial reporting.
James A. Simms
Vice President, Chief Financial Officer
Dated: March 10, 2010
exv32w1
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vicor Corporation (the
Company) on
Form 10-K
for the period ending December 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the
Report), I, Patrizio Vinciarelli, Chief
Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company.
Patrizio Vinciarelli
President, Chairman of the Board and
Chief Executive Officer
March 10, 2010
A signed original of this written statement required by
Section 906 has been provided to the Company and will be
retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.
exv32w2
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vicor Corporation (the
Company) on
Form 10-K
for the period ending December 31, 2009 as filed with the
Securities and Exchange Commission on the date hereof (the
Report), I, James A. Simms, Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company.
James A. Simms
Vice President, Chief Financial Officer
March 10, 2010
A signed original of this written statement required by
Section 906 has been provided to the Company and will be
retained by the Company and furnished to the Securities and
Exchange Commission or its staff upon request.