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, 2005 |
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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
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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 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS employer
identification no.) |
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25 Frontage Road, Andover, |
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01810 |
Massachusetts |
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(Zip code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code:
(978) 470-2900
Securities registered pursuant to Section 12(b) of the
Act:
None
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock, $.01 par value
(Title of Class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 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 or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2 of the
Exchange Act. (Check one):
Large Accelerated
Filer o Accelerated
Filer þ Non-accelerated
filer o
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 $266,663,400
as of June 30, 2005.
On February 28, 2006, there were 30,101,907 shares of
Common Stock outstanding and 11,854,952 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 2006
annual meeting of stockholders are incorporated by reference
into Part III.
TABLE OF CONTENTS
PART I
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 may, will,
would, should, plans,
expects, anticipates,
believes, is designed to,
continue, estimate, project,
intend, assumes, prospective
and other similar expressions identify forward-looking
statements. These statements are based upon the Companys
current expectations and estimates as to prospective events and
circumstances which may or may not be within the Companys
control and as to which there can be no assurances. Actual
results could differ materially from those projected in the
forward-looking statements as a result of the risk factors set
forth in this report. Reference is made in particular to the
discussions set forth in this Annual Report on
Form 10-K under
Part I, Item 1 Business
Second-Generation Products,
Competition,
Patents,
Licensing, and 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 risk factors contained in this report may not be exhaustive.
Therefore, the information contained in this report should be
read together with other reports and documents that the Company
files with the Securities and Exchange Commission from time to
time, including
Forms 10-Q and
8-K, which may
supplement, modify, supersede or update those risk factors. The
Company does not undertake any obligation to update any
forward-looking statements as a result of future events or
developments.
ITEM 1 BUSINESS
The Company
Vicor Corporation was incorporated in Delaware in 1981. Unless
the context indicates otherwise, the term Company
means Vicor Corporation and its consolidated subsidiaries. The
Company designs, develops, manufactures and markets modular
power components and complete power systems, many of which use
an innovative, high frequency electronic power conversion
technology called zero current and zero voltage
switching. In April 2003, the Company announced the
introduction of a new power system architecture based on an
array of proprietary power conversion technologies called
Factorized Power Architecture (FPA). The
Company believes FPA will provide power system designers with
enhanced performance at a lower cost than attained with
conventional Distributed Power
Architecture (DPA). The Companys
principal product lines are covered by one or more United States
and foreign patents. Power systems, a central element in any
electronic system, convert power from a primary power source
(e.g., a wall outlet or battery source) into the stable DC
voltages that are required by most contemporary electronic
circuits.
In 1986, the Company formed Westcor Corporation
(Westcor). During 1990, Westcor was merged into the
Company and became a division. Westcor manufactures configurable
products at its location in Sunnyvale, California. In 1987, the
Company formed VLT Corporation as its licensing subsidiary.
During 2000, the Company reincorporated VLT Corporation in
California by merging it with and into VLT, Inc., a wholly owned
subsidiary of the Company. In 1990, the Company established a
Technical Support Center in Germany. In 1995, the Company
established Technical Support Centers in France, Italy, Hong
Kong, and England. Also in 1995, the Company established Vicor
Integration Architects (VIAs), most of which
are majority-owned subsidiaries. VIAs provide customers with
local design and manufacturing services for turnkey custom power
solutions. At December 31, 2005 there were six
(6) VIAs operating in the United States. In 1996, the
Company established Vicor B.V., a Netherlands company, which
serves as a European Distribution Center. In 1998, the Company
acquired the principal assets of the switching power supply
businesses owned by the Japan Tobacco, Inc. group and
established a direct presence in Japan through a new subsidiary
called Vicor Japan Company, Ltd. (VJCL). VJCL
markets and sells the Companys products and provides
customer support in Japan. In 2001, the Company established
Picor Corporation (Picor), a subsidiary which
designs, develops and markets Power Management Integrated
Circuits and related products for use in a variety of power
system applications. Picor develops these products to be sold as
part of Vicors
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products or to third parties for separate applications. The
Companys Common Stock became publicly traded on the NASDAQ
National Market System in April 1990. All of the above named
entities are consolidated in the Companys financial
statements.
The Company maintains a website with the address
www.vicorpower.com. We make available free of charge through our
website our Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q and
Current Reports on
Form 8-K, and
amendments to these reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act, as soon as
reasonably practicable after we electronically file such
material with, or furnish such material to, the Securities and
Exchange Commission. The information contained on our website is
not a part of, or incorporated by reference into, this Annual
Report on Form 10-K.
The Products
Power systems are incorporated into virtually all electronic
products, such as computers and telecommunications equipment, to
convert electric power from a primary source, for example a wall
outlet or battery source, into the stable DC voltages required
by electronic circuits. Because power systems are arranged in a
myriad of application-specific configurations, the
Companys basic strategy is to exploit the density and
performance advantages of its technology by offering
comprehensive families of economical, component-level building
blocks which can be used to configure a power system specific to
a users needs. In addition to component-level power
converters, which serve as modular power system building blocks,
the Company also manufactures and sells complete configurable
power systems, accessory products, and custom power solutions.
The Company operates in one industry segment: the development,
manufacture and sale of power conversion components and systems.
The Companys principal product lines include:
The Company currently offers four first-generation families of
component-level DC-DC power converters: the VI-200, VI-J00,
MI-200, and MI-J00 families. Designed to be mounted directly on
a printed circuit board assembly and soldered in place using
contemporary manufacturing processes, each family comprises a
comprehensive set of products which are offered in a wide range
of input voltage, output voltage and power ratings. This allows
end users to select products appropriate to their individual
applications. The product families differ in maximum power
ratings, performance characteristics, package size and, in
certain cases, in target market.
Since 1998, the Company has introduced four families of its
second-generation of high power density, component-level DC-DC
converters. In 1998, the 48 Volt input family was
introduced, which was designed for the telecommunications market
as well as for distributed power systems. The products consist
of modules with the most popular output voltages in all three of
the Companys second-generation standard packages: the full
size (Maxi), the half size (Mini) and the quarter size (Micro).
Output power levels from 50 to 500 Watts are covered by
these second-generation products. In 1999, this was followed by
two additional families: a 300 Volt input for off-line
(rectified 115 or 230 Volt ac) and distributed power
applications, and a 375 Volt input specifically designed
for use in power factor corrected systems. This latter family
increased the power available to 600 Watts. In 2001, a
24 Volt input family was added to the standard
second-generation product line to address additional
telecommunications, industrial and defense market opportunities.
The Vicor Design Assistance Computer (VDAC) was
introduced for general use in 2000 and is a proprietary system
which enables Vicors customers to specify on-line, and
verify in real time, the performance and attributes of
second-generation DC-DC converters. Using patented technology,
VDAC enables the design of second-generation DC-DC converters
with any output voltage between 2 and 48 Volt and with any
input voltage from 18 to 425 Volt, with an input voltage
range of up to 2.1:1, available in all of the Vicor established
brick standards, full-, half- and quarter-size. Output power is
selectable over a continuous range of 20 to 500 Watts per
module and modules can be configured in fault-tolerant arrays
capable of delivering several kilowatts.
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Utilizing its standard converters as core elements, the Company
has developed several product families which provide complete
power solutions configured to a customers specific needs.
These products exploit the benefits of the component-level
approach to offer higher performance, higher power densities,
lower costs, greater flexibility and faster delivery than
traditional competitive offerings.
Most process control, information technology (IT)
and industrial electronic products operate directly off of AC
lines. Off-line power systems require front
end circuitry to convert AC line voltage into DC voltage
for the core converters. The Companys off-line AC-DC
products incorporate a set of modular front end subassemblies to
offer a complete power solution from AC line input to highly
regulated DC output. The product selection includes a
low-profile modular design in various sizes and power levels,
and a choice of alternatives to conventional box
switchers, high power, off-line bulk supplies
in industry-standard packages. Voltage and power levels can be
either factory or field configurable.
Many telecommunications, defense and transportation electronic
products are powered from central DC sources (battery plants or
generators). The Companys DC-DC power system choices
include a low-profile modular design similar to the
corresponding AC-DC system and a rugged, compact assembly for
chassis-mounted, bulk power applications.
In February 2001, the Company introduced the VIPAC family of
power systems, a new class of user defined, modular power
solutions. VIPAC is a new type of integrated power system
leveraging the latest advances in second-generation DC-DC
converter technology and modular front ends. VIPAC combines
application specific front end units, a choice of chassis styles
and, in AC input versions, remotely located
hold-up capacitors to
provide fast, flexible and highly reliable power solutions for a
wide range of demanding applications.
The web-based Vicor Computer Aided Design (VCAD),
similar in concept to VDAC, can be utilized by the customer to
specify and verify, in real time, that customers desired
VIPAC configuration. The VCAD system enables the design of a
custom configured VIPAC product from all available combinations
of inputs, outputs, chassis and optional features.
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Factorized Power Architecture |
In April 2003, the Company announced the introduction of a new
power system architecture based on an array of proprietary power
conversion technologies called Factorized Power
Architecture (FPA). The Company believes FPA
will provide power system designers with enhanced performance at
a lower cost than attained with conventional Distributed Power
Architecture (DPA). Factorized Power maximizes
the competitiveness of a power system with a high degree of
systems flexibility, power density, conversion efficiency,
transient responsiveness, noise performance and reliability. FPA
is enabled by power conversion components called VI Chips
or VICs. VI Chips deliver up to 300 Watts
of power in a surface-mount (SMD) J-lead
package occupying less than 0.25 cubic-inch of space, with
power densities up to 1,200 Watts per cubic-inch, which
represents a seven to eight times improvement over the
Companys second-generation products.
In May 2003, the Company introduced the first family of products
based on this new technology, 48 Volt to 12 Volt Bus
Converter Modules (BCM) for conventional
Intermediate Bus Architecture applications. In July 2003, the
Company introduced its first VI
Chiptm
Voltage Transformation Module (VTM). VTMs are
designed to meet the demands of advanced Digital Signal
Processors (DSP), Field Programmable Gate
Arrays (FPGA), Application Specific Integrated
Circuits (ASIC), processor cores and
microprocessor applications at the point of
load (POL) while providing isolation from input
to output. They may be paralleled to deliver hundreds of
Amperes. In January 2004, the Company announced the availability
of the first members of its 48 Volt Intermediate Bus Converter
Modules (IBCs). Offered in standard 1/4 brick
format and operating from a 38-55 Volt DC input, the IBC
family consists of ten fixed ratio standard models with nominal
outputs from 3 to 48 Volt DC delivering up to
100 Amperes or 600 Watts.
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Additional VTM and BCM products were introduced throughout 2004.
In November 2004, the Company introduced a new VI
Chip-based product called the VICBrick. This
consists of a new class of VIC, the Pre-Regulator
Module (PRM), coupled with a VTM and mounted on
an industry standard
1/4 brick
format printed circuit board. The PRM provides the regulation
function and, when combined with the VTM, enables tight control
of the voltage delivered to the load. The VICBrick replicates
the functionality of standard
1/4 brick
DC-DC converters while offering the benefits of FPA in a
familiar and widely adopted package.
In 2005, the Company completed the matrix of 48 Volt
VI Chips: the 36-75 Volt input PRM, which can operate
from the wide DC input voltages normally encountered in
telecommunications systems and the complete line of VTMs
compatible with this PRM. With these devices, 48 Volt FPA
systems can be implemented with regulated and isolated outputs
between 0.8-55 Volt DC. In addition, several VI Chip
specialty products were designed for and delivered to specific
customers for them to evaluate for use in potential applications
where VI Chips can enable significant market advantages.
Prototypes of the first PRM for the military/defense COTS market
were also delivered.
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Accessory Power System Components |
Accessory power system components, used with the Companys
component-level power converters, integrate other important
functions of the power system, facilitating the design of
complete power systems by interconnecting several modules. In
general, accessory products are used to condition the inputs and
outputs of the Companys modular power components.
VI-HAMs (Harmonic Attenuator Modules) are universal-AC-input,
power-factor-correcting front ends for use with compatible power
converters. VI-AIMs (AC Input Modules) provide input filtering,
transient protection and rectification of the AC line. VI-IAMs
(Input Attenuator Modules) provide the DC input filtering and
transient protection required in industrial and
telecommunications markets. VI-RAMs (Ripple Attenuator Modules)
condition converter module outputs for extremely low noise
systems. In 1998, the Company doubled the power capability of
its component-level AC front end, the VI-ARM (AC Rectifier
Module). This new front end product is packaged in the same
Micro package and includes a microcontroller that
tracks the AC line to ensure correct operation for domestic or
international line voltages. In addition, two accessory products
for the 48 Volt input second-generation family were introduced
in 1999: the FiltMod for input filtering and the IAM48 for
transient and spike protection. In 2005, the High-Boost HAM was
introduced. This product can be combined with standard
second-generation DC-DC converters, greatly improving power
density and cost effectiveness in AC-DC designs.
In 2002, the MicroRAM (μRAM) was introduced.
This product, designed by the Companys Picor subsidiary,
performs a function similar to the VI-RAM product in a smaller
package at a lower price. In 2003, Picor introduced two new
families of products, the QPO
(QuietPowertm
Output Ripple Attenuation SiP) and QPI
(QuietPowertm
12 Amp Active EMI Filter for DC-DC Converters). The QPO performs
a similar function to the μRAM in a smaller, lower cost
surface mount package. Different QPO models allow customers to
solve unique output noise problems. The QPI filters unwanted
Electro-Magnetic Interference (EMI) from the input
supply bus. The product is targeted at the telecom market and
the emerging Advanced Telecommunication Computing Architecture
(ATCA) segment. In 2004, Picor expanded its QPI
product offerings to include several new products targeted at
24 Volt industrial and military COTS voltage bus supplies.
In 2005, Picor introduced the QPI-8, the industrys first
System-in-a-Package
(SiP) device designed to integrate the total hot-swap function
with an active EMI filter. This integrated device enables live
insertion of plug-in cards and simultaneous EMI noise
suppression for DC-DC converter applications.
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Customer Specific Products |
Since its inception, the Company has accepted a certain amount
of custom power supply business. In most cases, the
customer was unable to obtain a conventional solution that could
achieve the desired level of performance in the available space.
By utilizing its component-level power products as core elements
in developing most of these products, the Company was able to
meet the customers needs with a reliable, high power
density, total solution. However, in keeping with the
Companys strategy of focusing on sales of
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standard families of component-level power building blocks,
custom product sales have not been directly pursued. The Company
has traditionally pursued these custom opportunities through
Value-Added-Resellers (VARs) and a network of VIAs
(see Part I, Item 1
Business The Company). Most of the VIAs
are majority owned by the Company, while VARs are independent
businesses. Both VIAs and VARs are distributed geographically
and are in close proximity to many of their customers.
European Union Restriction of Hazardous Substances
(RoHS)
The Company has elected to comply with the European Unions
(EU) directive on the use of certain hazardous
substances in electrical and electronic equipment, referred to
as RoHS or as the lead free directive. The Company
has established a formal plan to make Vicor products compliant
with this directive ahead of the designated July 1, 2006
deadline. Compliance will involve working with certain suppliers
and customers, may potentially require the redesign of certain
products and may require the modification of certain
manufacturing processes (see Part I,
Item I Risk Factors).
Sales and Marketing
The Company sells its products through a network of 30
independent sales representative organizations in North and
South America and internationally, through 42 independent
distributors. Sales activities are managed by a staff of
Regional and Strategic Sales Managers and sales personnel based
at the Companys world headquarters in Andover,
Massachusetts, its Westcor division in Sunnyvale, California, a
Technical Support Center in Lombard, Illinois, a VIA location in
Oceanside, California, and in its Technical Support Center
subsidiaries in Munich, Germany; Camberley Surrey, England;
Milan, Italy; Paris, France; Hong Kong and Tokyo, Japan.
Export sales, as a percentage of total net revenues, were
approximately 42%, 41% and 38%, in 2005, 2004 and 2003,
respectively.
Because of the technical nature of the Companys product
lines, the Company engages a staff of Field Applications
Engineers to support the Companys sales activities. Field
Applications Engineers provide direct technical sales support
worldwide to review new applications and technical matters with
existing and potential customers. There are Field Application
Engineers assigned to all Company locations and they are
supported by product specialists (Product Line Engineers)
located in Andover. The Company generally warrants its products
for a period of two years.
The Company also sells directly to customers through Vicor
Express, an in-house distribution group. Through advertising and
periodic mailing of its catalogs, Vicor Express generally offers
customers rapid delivery on small quantities of many standard
products. The Company, through Vicor B.V., has Vicor Express
operations in Germany, France, Italy and England.
Customers and Applications
The Companys customer base is comprised of large Original
Equipment Manufacturers (OEMs) and smaller, lower-volume users
that are broadly distributed across several major market areas.
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Some examples of the diverse applications of the Companys
products are:
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Telecommunications:
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Military/Defense: |
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Central Office Systems
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Secure Communications Equipment |
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Fiber Optic Systems
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Unmanned Airborne/Remotely Piloted Vehicles |
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Cellular Telecommunications
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Aircraft/Weapons Test Equipment |
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Microwave Communications
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Ruggedized Computers |
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ATM Switches
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Electronic Warfare Equipment |
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Paging Equipment
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Reconnaissance/Targeting Systems |
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Broadcast Equipment
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Global Positioning Systems |
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Remote Telemetry Equipment
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Missile Defense Systems |
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Cable Head End Equipment
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Radio/Telemetry Systems |
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Power Amplifiers
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NBC Detection Equipment |
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Industrial:
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Information Technology: |
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Process Control Equipment
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RAID Systems |
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Medical Equipment
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Parallel Processors |
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Seismic Equipment
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Data Storage Systems |
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Test Equipment
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Network Servers |
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Transportation Systems
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Enterprise Servers |
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Agricultural Equipment
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File Servers |
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Material Handling Equipment
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Optical Switches |
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Marine Products
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Commercial Avionics
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For the years ended December 31, 2005, 2004 and 2003, no
single customer accounted for more than 10% of net revenues.
Backlog
As of December 31, 2005, the Company had a backlog of
approximately $38.6 million compared to $36.3 million
at December 31, 2004. Backlog is comprised of orders for
products which have a scheduled shipment date within the next
12 months. The Company believes that a substantial portion
of sales in each quarter is, and will continue to be, derived
from orders booked in the same quarter.
Research and Development
As a basic element of its long-term strategy, the Company is
committed to the continued advancement of power conversion
technology and power component product development. The
Companys research and development efforts are focused in
four areas: continued enhancement of the Companys patented
technology; expansion of the Companys families of
component level DC-DC converter products; development of the new
FPA products and power management integrated circuits; and
continued development of configurable products based upon market
opportunities. The Company invested approximately
$29.5 million, $26.2 million and $23.4 million in
research and development in 2005, 2004 and 2003, respectively.
Investment in research and development represented 16.4%, 15.3%
and 15.5% of net revenues in 2005, 2004 and 2003, respectively.
The Company plans to continue to invest a significant percentage
of revenues into research and development.
Manufacturing
The Companys principal manufacturing processes consist of
assembly of electronic components onto printed circuit boards,
automatic testing of components, wave, reflow and infrared
soldering of assembled components, encapsulation of converter
subassemblies, final environmental stress screening of certain
products and product test using automatic test equipment.
The Company continues to pursue its strategy to minimize manual
assembly processes, reduce manufacturing costs, increase product
quality and reliability and ensure its ability to rapidly and
effectively
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expand capacity, as needed. The strategy is based upon the
phased acquisition and/or fabrication, qualification and
integration of automated manufacturing equipment. The Company
plans to make continuing investments in manufacturing equipment,
particularly for the Companys new FPA products (see
Part I, Item I The
Products Factorized Power Architecture).
Components used in the Companys products are purchased
from a variety of vendors. Most of the components are available
from multiple sources. In instances of single source items, the
Company maintains levels of inventories it considers to be
appropriate to enable it to meet delivery requirements of
customers. Incoming components, assemblies and other parts are
subjected to several levels of inspection procedures.
Compliance by the Company with applicable environmental laws has
not had a material effect on the financial condition or results
of operations of the Company.
Second-Generation Products
Revenues of second-generation products increased by 14.1% in
2005 over 2004, unit production increased 8.6%, and orders
increased 22.1%. Both first-and second-generation products are
sold to similar customers. Gross margins on second-generation
products continue to be significantly lower than those of
first-generation products, principally due to high depreciation
expense associated with second-generation manufacturing
equipment. The process of converting second-generation products
to the new FasTrak platform is substantially complete, with the
last units scheduled for conversion in the first quarter of
2006. The last production and shipment of products based on the
original second-generation platform is scheduled for completion
in the first quarter of 2006. The conversion to FasTrak has
resulted in lower unit costs, improved manufacturing yields,
improved field reliability and improved gross margins. The
Company is actively working towards continued yield improvement
and cost reduction on FasTrak products. There can be no
assurance that such volumes, yields or cost reductions can be
attained.
Competition
The power conversion industry is highly competitive. Many power
supply manufacturers target markets similar to those of the
Company. Representative examples of these manufacturers are:
Lambda Electronics, a subsidiary of TDK Corporation; the former
Power Systems business unit of Lucent Technologies, now a
subsidiary of Tyco International, Ltd.; Artesyn Technologies;
Astec Power, a subsidiary of Emerson Electric Company;
Power-One, Inc.; and C&D Technologies, Inc., Power
Electronics Division. Although certain of the Companys
competitors have significantly greater financial and marketing
resources and longer operating histories than the Company, the
Company believes that it has a strong competitive position,
particularly with customers who need small, high density power
system solutions requiring a variety of input-output
configurations. The Company bases its competitive strategy on
technical innovation, product performance, service and technical
support, and in offering a broad product line. The principal
methods of competition in the markets in which the
Companys products compete are price, performance and the
level of service and technical support offered.
Patents
The Company believes that its patents afford advantages by
building fundamental and multilayered barriers to competitive
encroachment upon key features and performance benefits of its
principal product families. The Companys patents cover the
fundamental conversion topologies used to achieve the
performance attributes of its converter product lines; converter
array architectures which are the basis of the products
parallelability; product packaging design; product
construction; high frequency magnetic structures; and automated
equipment and methods for circuit and product assembly.
On February 16, 1999, the United States Patent and
Trademark Office issued U.S. patent RE36,098 (the
Reissue Patent) as a reissue of U.S. Patent
4,441,146 (the Reset Patent). The Reissue Patent
includes original claims 1 through 5 of the Reset Patent
plus 38 additional new claims. The claims in the Reissue Patent
cover non-coincident active clamp technology in a broadly
defined class of single-ended forward converters and enable
design of power converters which are smaller and more energy
efficient than
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conventional power supplies. The claims cover, but are not
limited to, so-called zero-voltage switching
technology. The Company believes that its rights under the Reset
Patent and the Reissue Patent have been infringed. (see
Part I, Item 3 Legal
Proceedings).
The Company has been issued 100 patents in the United States
(which expire between 2006 and 2025), 32 in Europe (which expire
between 2006 and 2017), and 21 in Japan (which expire between
2006 and 2022). The Company also has a number of patent
applications pending in the United States, Europe and the Far
East. The Company intends to vigorously protect its rights under
its patents. Although the Company believes that patents are an
effective way of protecting its technology, there can be no
assurances that the Companys patents will prove to be
enforceable (see, e.g., Part I, Item 3
Legal Proceedings). While some of the Companys
patents are deemed materially important to the Companys
operations, the Company believes that no one patent is essential
to the success of the Company.
Licensing
In addition to generating revenue from product sales, licensing
is an element of the Companys strategy for building
worldwide product and technology acceptance and market share. In
granting licenses, the Company generally retains the right to
use its patented technologies, and manufacture and sell its
products, in all licensed geographic areas and fields of use.
Licenses are granted and administered through the Companys
wholly-owned subsidiary, VLT, Inc., which owns the
Companys patents. Revenues from licensing arrangements
have not exceeded 10% of the Companys consolidated
revenues in any of the last three fiscal years.
On March 28, 2001, the Company announced that its
wholly-owned subsidiaries, Vicor Hong Kong Ltd.
(VHK) and VLT, Inc. (VLT), had entered
into cooperative agreements with Nagano Japan Radio Company,
Ltd. (NJRC). On March 18, 2003, NJRC gave VHK
and VLT notice of termination of the agreements, effective
September 18, 2003. In January 2004, the Company received a
final royalty payment from NJRC.
On October 20, 2003, the Company announced that it entered
into a non-exclusive license with Celestica Corporation to
manufacture and sell the VI Chip Product Family. VI
Chips are the building blocks of the new FPA products that Vicor
announced in April 2003. In September 2004, the Company was
notified that Celesticas Power Systems division had been
acquired by C&D Technologies, Inc. and that the license was
being assigned to C&D.
On June 30, 2004, the Company announced that it had entered
into a non-exclusive license with Sony Corporation
(Sony) to design and manufacture power converters,
using VI Chip technology and Factorized Power, for use
within its products and for sale to its customers in certain
agreed-upon applications. The license also grants Sony rights to
manufacture certain semiconductor components that are used in
VI Chips. Royalties are based upon the value of the
licensed converters used or sold.
Employees
As of December 31, 2005, the Company employed approximately
1,070 full time and 30 part time people. The Company believes
that its continued success depends, in part, on its ability to
attract and retain qualified personnel. Although there is strong
demand for qualified technical personnel, the Company has not to
date experienced difficulty in attracting and retaining
sufficient engineering and technical personnel to meet its needs
(see Part I, Item I Risk
Factors).
None of the Companys employees are subject to a collective
bargaining agreement.
ITEM 1A RISK FACTORS
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.
8
|
|
|
Our future operating results are subject to
fluctuations. |
Our future operating results may be materially affected by a
number of factors, including the level of orders and demand from
customers, the timing of new product announcements or
introductions by us or our competitors, the ability to achieve
yield improvements and cost reductions particularly with FasTrak
and FPA products, changes in the product mix, and changes in
economic conditions in the United States and international
markets. As a result of these and other factors, we cannot
assure you that we will not experience significant fluctuations
in future operating results on a quarterly or annual basis.
|
|
|
Our future success depends upon our ability to develop and
market leading-edge, cost effective products. |
The power supply industry and the industries in which many of
our customers operate are characterized by intense competition,
rapid technological change, product obsolescence and price
erosion for mature products, each of which could have an adverse
effect on our results of operations. If we fail to continue to
develop and commercialize leading-edge technologies and products
that are cost effective and maintain high standards of quality,
our competitive position and results of operations could be
materially adversely affected. Specifically, we may not be
successful in leveraging the VI Chips in standard
products to promote market acceptance of Factorized Power.
|
|
|
Our future operating results are dependent on the growth
in our customers businesses. |
We manufacture modular power components and power systems that
are incorporated into our customers electronic products.
Our growth is therefore dependent on the growth in the sales of
our customers products as well as the development by our
customers of new products. If we fail to anticipate changes in
our customers businesses and their changing product needs,
our financial position could be negatively impacted.
|
|
|
If we were unable to use our manufacturing facility in
Andover, Massachusetts, we would not be able to manufacture for
an extended period of time. |
All modular power components, whether for direct sale to
customers or for sale to our subsidiaries for incorporation into
their respective products, are manufactured at our Andover,
Massachusetts production facility. Damage to this facility due
to fire, natural disaster, power loss or other events could
cause us to cease 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.
|
|
|
Our conversion of second-generation products to the
FasTrak platform may not achieve our anticipated results. |
The process of converting second-generation products to the new
FasTrak platform is substantially complete. The conversion to
FasTrak has resulted in lower unit costs, improved manufacturing
yields, improved field reliability and improved gross margins,
while supporting the worldwide RoHS initiative. We cannot assure
you that the improved results due to the conversion of
second-generation products to the FasTrak platform will continue
as expected. During the second quarter of 2005, we provided
additional reserves of approximately $1,600,000 for potential
obsolete inventory arising from the RoHS initiative and the
conversion of second-generation products to the FasTrak
platform. The remaining product conversion and RoHS initiative
could result in additional reserve requirements and negatively
impact our results of operations. Also, once the conversion is
completed, certain second-generation automated manufacturing
equipment may have little or no future use. This may result in
the impairment of any remaining net book value of those assets.
During the third quarter of 2005, the useful lives of certain
equipment in connection with the conversion were shortened,
which resulted in higher depreciation expense on this equipment
in 2005.
|
|
|
Our revenues may not increase enough to offset the expense
of additional capacity. |
We have made significant additions to our manufacturing
equipment and capacity over the past several years, including
equipment for FPA products and the FasTrak platform. If overall
revenue levels do not increase enough to offset the increased
fixed costs, or significant revenues do not materialize for the
FPA
9
products or if there is deterioration in our business, our
future operating results could be adversely affected. In
addition, asset values could be impaired if the additional
capacity is underutilized for an extended period of time.
|
|
|
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. 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.
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. Patrizio Vinciarelli, our founder,
Chairman, President and Chief Executive Officer. The loss of the
services of Dr. Vinciarelli could have a material adverse
effect on our development of new products and on our results of
operations. In addition, we depend on highly skilled engineers
and other personnel with technical skills that are in high
demand and are difficult to replace. Our continued operations
and growth depend on our ability to attract and retain skilled
and experienced personnel 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.
|
|
|
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.
|
|
|
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
10
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.
|
|
|
Compliance with the EUs RoHS may not proceed as
planned. |
We have elected to comply with the EU directive on the use of
certain hazardous substances in electrical and electronic
equipment, referred to as RoHS or as the lead free
directive. We have established a formal plan to make Vicor
products compliant with this directive ahead of the designated
July 1, 2006 deadline. Compliance will involve working with
certain suppliers and customers, may potentially require the
redesign of certain products and may require the modification of
certain manufacturing processes. As a result, the following
situations could negatively impact our results of operations:
|
|
|
|
|
Our suppliers may experience increased demand for RoHS compliant
components from their customers and therefore, may not be able
to meet our specific requirements or delivery schedules, and we
may not be able to meet the demand for our products, and our
delivery times may be negatively affected. |
|
|
|
Customers mandate that they will not accept RoHS directive
compliant product, and such requirements could significantly
increase the cost of maintaining business with these customers. |
|
|
|
Customers transition to RoHS compliant product may be
unpredictable, and forecast inaccuracy may negatively impact
material availability. |
|
|
|
The modification of our manufacturing processes may require the
additional investment in equipment, which will increase
operating expenses. In 2005, we invested approximately $500,000
for new equipment in support of RoHS initiatives. |
|
|
|
The conversion over to compliant materials could result in
excess supplies of raw materials that are no longer needed for
non-compliant products. Additional inventory reserves could be
required for such excess materials and would negatively impact
our results of operations. During the second quarter of 2005, we
provided additional inventory reserves of approximately $600,000
for potential obsolete inventory from the RoHS initiative. |
ITEM 1B UNRESOLVED STAFF COMMENTS
The Company has not received written comments from the
Securities and Exchange Commission regarding its periodic or
current reports under the Securities Exchange Act of 1934, as
amended, that were received 180 days or more before
December 31, 2005 and remain unresolved.
ITEM 2 PROPERTIES
The Companys corporate headquarters building, which the
Company owns and which is located in Andover, Massachusetts,
provides approximately 90,000 square feet of office space
for its sales, marketing, engineering and administration
personnel.
The Company also owns a building of approximately
230,000 square feet in Andover, Massachusetts, which houses
all Massachusetts manufacturing activities.
The Companys Westcor division owns and occupies a building
of approximately 31,000 square feet in Sunnyvale,
California.
ITEM 3 LEGAL PROCEEDINGS
Vicor and VLT, Inc. (VLT), a wholly owned subsidiary
of the Company, are pursuing Reset Patent infringement claims
directly against Artesyn Technologies, Lucent Technologies and
Tyco Electronics Power Systems, Inc. in the United States
District Court in Boston, Massachusetts. The lawsuit against
Lucent was
11
filed in May 2000 and in April 2001, the Company added Tyco
Electronics as a defendant in that lawsuit. The lawsuit against
Artesyn was filed in February 2001. In January 2003, the
District Court issued a pre-trial decision in each of these
patent infringement lawsuits relating to claim construction of
the Reset Patent. The District Courts decisions rejected
assertions that the Reset Patent claims are invalid for
indefiniteness; and affirmed Vicors interpretation of
several terms used in the Reset Patent claims. However, the
District Court adopted interpretations of certain terms of the
Reset Patent claims that are contrary to Vicors position.
On May 24, 2004, the United States Court of Appeals for the
Federal Circuit affirmed the decisions issued in January 2003 by
the District Court. Vicor believes that the District
Courts decisions, and the affirmation of these decisions
by the Federal Circuit, strengthens its position regarding
validity of the patent, but reduces the cumulative amount of
infringing power supplies and the corresponding amount of
potential damages. The Federal Circuit has referred the
proceedings back to the District Court for trials on validity of
the Reset Patent and infringement and damages by Lucent, Tyco
and Artesyn.
In the second quarter of 2005, the Company entered into a
settlement agreement with Lambda Americas, Inc., successor to
Lambda Electronics, Inc., under which the Company received a
payment of $2,500,000 in full settlement of the Companys
Reset Patent claims against Lambda and which settled the lawsuit
that the Company had filed against Lambda in June 2001. The full
amount of the payment, net of a $250,000 contingency fee paid by
the Company to its litigation counsel, has been included in gain
from litigation-related settlement, net in the accompanying
consolidated statements of operations. The District Court has
not yet set dates for the remaining trials. There can be no
assurance that Vicor and VLT will ultimately prevail with
respect to any of these claims or, if they prevail, as to the
amount of damages that would be awarded.
In May 2004, Ericsson Wireless Communications, Inc. v.
Vicor Corporation was filed in Superior Court of the State of
California, County of San Diego. The plaintiff has brought
an action against the Company claiming unspecified damages for
failure of out-of warranty products previously purchased by it
from the Company. In November 2004, Ericsson filed a First
Amended Complaint adding claims against Exar Corporation, a
former vendor of the Company. The Company filed cross-claims
against Exar, and third-party claims against Rohm Device USA,
LLC and Rohm Co., Ltd., the original manufacturer(s) of the
component which Exar sold to the Company. The Company has denied
the claims made against it and intends to vigorously defend the
claims made against it.
On March 4, 2005, Exar filed a declaratory judgment action
against Vicor in the Superior Court of the State of California,
County of Santa Clara, in which Exar seeks a declaration by
the Court that Exar is not obligated to reimburse or indemnify
Vicor for any claims brought against Vicor for alleged damages
incurred as a result of the use of Exar components in Vicor
products. The Company has brought cross-claims against Exar, and
third-party claims against Rohm Device USA, LLC and Rohm Co.,
Ltd., for declaratory judgment. The Company intends to
vigorously assert its cross-claims against Exar.
On August 18, 2005, the Company filed an action in The
Superior Court of the Commonwealth of Massachusetts, County of
Essex (the Court) against Concurrent Computer
Corporation (Concurrent) in response to a demand
made by Concurrent in connection with breach of contract and
breach of product warranty claims against the Company. On
September 22, 2005, Concurrent filed a Demand For
Arbitration with The American Arbitration Association.
Concurrent is seeking $1,500,000 in replacement costs, plus
incidental, consequential and any other damages to be
determined. On March 8, 2006 the Court allowed
Concurrents motion to compel arbitration. The Company has
denied the claims made against it and intends to vigorously
defend the claims made against it.
In addition, the Company is involved in certain other litigation
and claims incidental to the conduct of its business. While the
outcome of lawsuits and claims against the Company cannot be
predicted with certainty, management does not expect any current
litigation or claims to have a material adverse impact on the
Companys financial position or results of operations.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
12
PART II
ITEM 5 MARKET FOR REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company is listed on The Nasdaq Stock
Market under the trading symbol VICR. The
Class B Common Stock of the Company is not traded on any
market and is subject to restrictions on transfer under the
Companys 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:
|
|
|
|
|
|
|
|
|
2004 |
|
High | |
|
Low | |
|
|
| |
|
| |
First Quarter
|
|
$ |
13.98 |
|
|
$ |
10.62 |
|
Second Quarter
|
|
|
19.20 |
|
|
|
12.28 |
|
Third Quarter
|
|
|
18.59 |
|
|
|
9.93 |
|
Fourth Quarter
|
|
|
13.57 |
|
|
|
8.54 |
|
|
|
|
|
|
|
|
|
|
2005 |
|
High | |
|
Low | |
|
|
| |
|
| |
First Quarter
|
|
$ |
14.30 |
|
|
$ |
10.16 |
|
Second Quarter
|
|
|
14.59 |
|
|
|
9.77 |
|
Third Quarter
|
|
|
16.14 |
|
|
|
12.75 |
|
Fourth Quarter
|
|
|
17.31 |
|
|
|
14.21 |
|
As of February 28, 2006, there were approximately 302
holders of record of the Companys Common Stock and
approximately 19 holders of record of the Companys
Class B Common Stock. These numbers do not reflect persons
or entities that hold their stock in nominee or street
name through various brokerage firms.
Dividend Policy
Dividends are declared at the discretion of the 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 July 22, 2004, the Companys Board of Directors
approved an annual cash dividend for 2004 of $.08 per share
of the Companys stock. The total dividend of approximately
$3,371,000 was paid on August 31, 2004 to shareholders of
record at the close of business on August 11, 2004.
On June 24, 2005, the Companys Board of Directors
approved an annual cash dividend for 2005 of $.12 per share
of the Companys stock. The total dividend of approximately
$5,025,000 was paid on August 31, 2005 to shareholders of
record at the close of business on August 11, 2005.
On February 4, 2006, the Companys Board of Directors
approved a cash dividend of $.12 per share payable on
March 20, 2006 to shareholders of record at the close of
business on February 28, 2006. The Board of Directors
anticipates reviewing its dividend policy on a semi-annual basis.
13
Issuer Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum | |
|
|
|
|
|
|
|
|
Number (or | |
|
|
|
|
|
|
|
|
Approximate | |
|
|
|
|
|
|
Total Number of | |
|
Dollar Value) of | |
|
|
Total | |
|
|
|
Shares (or Units) | |
|
Shares (or Units) | |
|
|
Number | |
|
|
|
Purchased as Part | |
|
that May Yet be | |
|
|
of Shares | |
|
|
|
of Publicly | |
|
Purchased Under | |
|
|
(or Units) | |
|
Average Price Paid | |
|
Announced Plans | |
|
the Plans or | |
Period |
|
Purchased | |
|
per Share (or Unit) | |
|
or Programs | |
|
Programs | |
|
|
| |
|
| |
|
| |
|
| |
October 1 - 31, 2005
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
21,643,000 |
|
November 1 - 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,643,000 |
|
December 1 - 31, 2005
|
|
|
139,500 |
|
|
|
16.25 |
|
|
|
139,500 |
|
|
|
19,376,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
139,500 |
|
|
$ |
16.25 |
|
|
|
139,500 |
|
|
$ |
19,376,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In November 2000, the Board of Directors of the Company
authorized the repurchase of up to $30,000,000 of the
Companys Common Stock.
ITEM 6 SELECTED FINANCIAL DATA
The following selected consolidated financial data with respect
to the Companys statements of operations for the years
ended December 31, 2005, 2004 and 2003 and with respect to
the Companys balance sheets as of December 31, 2005
and 2004 are derived from the Companys consolidated
financial statements, which appear elsewhere in this report and
which have been audited by Ernst & Young LLP, the
Companys independent registered public accounting firm.
The following selected consolidated financial data with respect
to the Companys statements of operations for the years
ended December 31, 2002 and 2001 and with respect to the
Companys balance sheets as of December 31, 2003, 2002
and 2001 are derived from the Companys audited
consolidated financial statements, which are not included
herein. The data should be read in conjunction with the
consolidated financial statements, related notes and other
financial information included herein.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
Statement of Operations Data |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands except per share data) | |
Net revenues
|
|
$ |
179,351 |
|
|
$ |
171,580 |
|
|
$ |
151,421 |
|
|
$ |
152,591 |
|
|
$ |
195,910 |
|
Income (loss) from operations
|
|
|
3,380 |
|
|
|
(4,035 |
) |
|
|
(25,703 |
) |
|
|
(24,502 |
) |
|
|
(5,017 |
) |
Net income (loss)
|
|
|
3,916 |
|
|
|
(3,723 |
) |
|
|
(19,535 |
) |
|
|
(15,942 |
) |
|
|
(559 |
) |
Net income (loss) per share basic
|
|
|
.09 |
|
|
|
(.09 |
) |
|
|
(.47 |
) |
|
|
(.38 |
) |
|
|
(.01 |
) |
Net income (loss) per share diluted
|
|
|
.09 |
|
|
|
(.09 |
) |
|
|
(.47 |
) |
|
|
(.38 |
) |
|
|
(.01 |
) |
Weighted average shares basic
|
|
|
41,923 |
|
|
|
42,022 |
|
|
|
41,896 |
|
|
|
42,337 |
|
|
|
42,342 |
|
Weighted average shares diluted
|
|
|
42,089 |
|
|
|
42,022 |
|
|
|
41,896 |
|
|
|
42,337 |
|
|
|
42,342 |
|
Cash dividends per share
|
|
$ |
.12 |
|
|
$ |
.08 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, | |
|
|
| |
Balance Sheet Data |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Working capital
|
|
$ |
150,385 |
|
|
$ |
148,419 |
|
|
$ |
141,547 |
|
|
$ |
153,167 |
|
|
$ |
153,478 |
|
Total assets
|
|
|
245,755 |
|
|
|
244,882 |
|
|
|
251,464 |
|
|
|
278,445 |
|
|
|
289,622 |
|
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
28,965 |
|
|
|
24,259 |
|
|
|
24,806 |
|
|
|
30,412 |
|
|
|
24,785 |
|
Stockholders equity
|
|
|
216,790 |
|
|
|
220,623 |
|
|
|
226,658 |
|
|
|
248,033 |
|
|
|
264,837 |
|
14
ITEM 7 MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Vicor Corporation designs, develops, manufactures and markets
modular power components and complete power systems based upon a
portfolio of patented technologies. The Company sells it
products primarily to the telecommunications, electronic data
processing, industrial control and military electronics markets,
through a network of 30 independent sales representative
organizations in North and South America and, internationally,
through 42 independent distributors. Export sales as a
percentage of total revenues were approximately 42%, 41% and 38%
in 2005, 2004 and 2003, respectively. The Company operates in
one industry segment.
For the year ended December 31, 2005 revenues increased to
$179,351,000 from $171,580,000 for 2004. The Company had income
before taxes of $4,880,000 in 2005 compared with a loss before
taxes of $2,403,000 in 2004. The Company reported net income in
2005 of $3,916,000 compared with a net loss of $3,723,000 in
2004, and a diluted income per share of $.09 in 2005 compared
with a diluted loss per share of $.09 in 2004.
The book to bill ratio for the third and fourth quarters of 2005
was 1.03:1 and .95:1, respectively. The book to bill ratio for
the year ended December 31, 2005 was 1.01:1 compared with
1.00:1 in 2004. In light of the fact that bookings and sales can
vary significantly from quarter to quarter, the Company does not
believe that this quarterly change in the book to bill ratio is
indicative of a trend at this time. The Company ended 2005 with
approximately $38.6 million in backlog compared to
$36.3 million at the end of 2004.
The gross margin for 2005 improved to 39.8% compared with 36.9%
in 2004. The gross margins improved throughout the year due to
higher levels of shipments and increased productivity due to
manufacturing efficiencies resulting in lower average unit
costs, partially offset by an increase in inventory reserves.
During the second quarter of 2005, the Company provided
additional reserves of approximately $1,600,000 for potential
obsolete inventory arising primarily from the EU RoHS
initiative and the conversion of second-generation products to
the FasTrak platform. In addition, the Company identified other
slow-moving and potential obsolete inventory of approximately
$1,200,000, of which $300,000 related to raw material
inventories in support of pilot production of VI Chips.
In 2005, depreciation and amortization was $17.1 million, a
decrease of approximately $3.8 million from 2004, and
capital additions were $8.9 million, an increase of
approximately $3.9 million from 2004. Due to assets which
either are now or will be fully depreciated in 2006, the Company
expects depreciation and amortization to be less in 2006 than
2005.
Inventories decreased by approximately $9.0 million to
$17.2 million as compared with $26.2 million at the
end of 2004, primarily due to a reduction in raw materials from
a concerted effort to reduce inventory levels and an increase in
reserves as mentioned in the gross margin section above.
Significant attention across many functional areas of the
Company continues to be focused on the design, development,
introduction and production of the new FPA products (see
Part I, Item I The
Products Factorized Power Architecture). The
Company introduced the first families of these products in 2003.
Revenues to date from FPA products have not been significant.
15
The following table sets forth certain items of selected
consolidated financial information as a percentage of net
revenues for the periods indicated. This table and the
subsequent discussion should be read in conjunction with the
selected financial data and the Consolidated Financial
Statements and related footnotes of the Company contained
elsewhere in this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Net revenues
|
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Gross margin
|
|
|
39.8 |
% |
|
|
36.9 |
% |
|
|
25.8 |
% |
Selling, general and administrative expenses
|
|
|
22.8 |
% |
|
|
24.0 |
% |
|
|
27.3 |
% |
Research and development expenses
|
|
|
16.4 |
% |
|
|
15.3 |
% |
|
|
15.5 |
% |
Income (loss) before income taxes
|
|
|
2.7 |
% |
|
|
(1.4 |
)% |
|
|
(16.4 |
)% |
Critical Accounting Policies and Estimates
Managements Discussion and Analysis of Financial Condition
and Results of Operations discusses the Companys
consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements
requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, management evaluates its
estimates and judgments, including those related to revenue
recognition, allowance for doubtful accounts, inventories,
investments, intangible assets, income taxes, impairment of
long-lived assets, and contingencies and litigation. Management
bases its estimates and judgments on historical experience,
knowledge of current conditions and on various other factors
that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the
carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
Management believes the following accounting policies involve
its more significant judgments and estimates used in the
preparation of its consolidated financial statements.
|
|
|
Allowance for Doubtful Accounts |
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 employs a variety of methodologies to estimate
allowances for its inventory for estimated obsolescence or
unmarketable inventory. Historically, the Company estimated
reserves for its inventory at all significant locations based
upon its known backlog and historical usage, and assumptions
about future demand and market conditions. In the second quarter
of 2005, the Company revised its method for estimating inventory
reserves at the Andover location, its principal manufacturing
location. The revised model is based upon a comparison of
on-hand quantities to projected demand, such that amounts on
hand in excess of three-year projected usage are fully reserved.
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.
Management evaluates the recoverability of the Companys
identifiable intangible assets, goodwill and other long-lived
assets in accordance with Statement of Financial Accounting
Standards No. 142, Goodwill
16
and Other Intangible Assets (FAS 142) and Statement
of Financial Accounting Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets
(FAS 144), which generally requires that the recoverability
of these assets be assessed when events or circumstances
indicate a potential impairment. The Company periodically
assesses the remaining use of fixed assets based upon operating
results and cash flows 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. The Company periodically evaluates
whether any indicators of impairment surrounding the investment
in Great Wall Semiconductor Corporation (GWS) are
present and, if so, whether any adjustments to the carrying
value of the investments in GWS should be recorded.
Deterioration or changes in the Companys or GWS
business in the future could lead to such impairment adjustments
in future periods.
The Company generally warrants its products for a period of two
years. Vicor maintains allowances for estimated product returns
under warranty based upon a review of known or potential product
failures in the field and upon historical patterns of product
returns. If unforeseen product issues arise or product returns
increase above expected rates, additional allowances may be
required.
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (FAS 109), which
requires that deferred tax assets and liabilities be recognized
using enacted rates for the effect of temporary differences
between the book and tax bases of recorded assets and
liabilities. FAS 109 also requires that deferred tax assets
be reduced by a valuation allowance if it is more likely than
not that some portion or all of the deferred tax asset will not
be realized. The Company has assessed the need for a valuation
allowance against these deferred tax assets and concluded that a
valuation allowance for a portion of the deferred tax assets is
warranted at December 31, 2005. In reaching this
conclusion, the Company evaluated all relevant criteria
including the existence of significant temporary differences
reversing in the carryforward period, primarily depreciation.
The valuation allowance against these deferred tax assets may
require adjustment in the future based on changes in the mix of
temporary differences, changes in tax laws, and operating
performance. In addition, the assessment of the valuation
allowance requires the Company to make estimates of future
taxable income and to estimate reversals of temporary
differences. Changes in the assumptions or other circumstances
may require additional valuation allowances if actual reversals
of temporary differences differ from those estimates.
The Company operates in numerous taxing jurisdictions and is,
therefore, subject to a variety of income and related taxes. The
Company has provided for potential tax liabilities due in
various jurisdictions which it judges to be probable and
reasonably estimable in accordance with Statement of Financial
Accounting Standards No. 5 Accounting for
Contingencies. Judgment is required in determining the
income tax expense and related tax liabilities. In the ordinary
course of business, there are transactions and calculations
where the ultimate tax outcome is uncertain. The Company
believes it has reasonably estimated its accrued taxes for all
jurisdictions for all open tax periods. The Company periodically
assesses the adequacy of its tax and related accruals on a
quarterly basis and adjusts appropriately as events warrant and
open tax periods close. It is possible that the final tax
outcome of these matters will be different from
managements estimate reflected in the income tax
provisions and accrued taxes. Such differences could have a
material impact on the Companys income tax provision and
operating results in the period in which such determination is
made.
From time to time, we receive notices for product failure claims
or that our products or manufacturing processes may be
infringing the patent or intellectual property rights of others
or for other matters. We periodically assess each matter to
determine if a contingent liability should be recorded in
accordance with Statement of Financial Accounting Standards
No. 5, Accounting for Contingencies
(FAS 5). In making this assessment, we may, depending on
the nature of the matter, consult with external legal counsel
and technical experts. Based on the information we obtain,
combined with our judgment regarding all the facts and
17
circumstances of each matter, we determine whether it is
probable that a contingent loss may be incurred and whether the
amount of such loss can be reasonably estimated. Should a loss
be probable and reasonably estimable, we record a contingent
loss in accordance with FAS 5. In determining the amount of
a contingent 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.
Year Ended December 31, 2005 compared to Year Ended
December 31, 2004
Net revenues for fiscal 2005 were $179,351,000 an increase of
$7,771,000, or 4.5%, as compared to $171,580,000 for the same
period a year ago. The increase in net revenues resulted
primarily from an increase in unit shipments of standard and
custom products of approximately $8,147,000, partially offset by
a decrease in license revenue of $376,000. Orders for fiscal
year 2005 increased by 6.5% compared with 2004. Subject to
continuing demand and productivity improvements, the Company
expects modest growth in revenues and further improvements in
gross margins will lead to what we believe will be a profitable
2006. The book-to-bill
ratio for 2005 was 1.01:1 compared to 1.00:1 for 2004. Both
first- and second-generation products are sold to similar
customers.
Gross margin for fiscal 2005 increased $8,119,000, or 12.8%, to
$71,407,000 from $63,288,000 in 2004 and increased as a
percentage of net revenues from 36.9% to 39.8%. The primary
components of the increase in gross margin dollars and
percentage were due to the higher levels of shipments and
increased productivity due to manufacturing efficiencies
resulting in lower average unit costs. These increases were
partially offset by an increase in inventory reserve expense of
approximately $3,700,000 compared to 2004. During the second
quarter of 2005, the Company provided additional reserves of
approximately $1,600,000 for potential obsolete inventory
arising primarily from the EU RoHS initiative and the
conversion of second-generation products to the FasTrak
platform. In addition, the Company identified other slow-moving
and potential obsolete inventory of approximately $1,200,000, of
which $300,000 related to raw material inventories in support of
pilot production of VI Chips.
Selling, general and administrative expenses were $40,811,000
for 2005, a decrease of $301,000, or 0.7%, over the same period
in 2004. As a percentage of net revenues, selling, general and
administrative expenses decreased to 22.8% from 24.0%, primarily
due to the increase in net revenues. The principal components of
the $301,000 decrease were $1,068,000, or 48.9%, of decreased
legal fees and $553,000, or 23.0%, of decreased depreciation
expense, primarily due to certain computer hardware and software
becoming fully depreciated in 2004. The overall decrease in
legal expense was primarily due to litigation with Exar
Corporation that was settled in July 2004 and for reimbursements
of legal fees from the Companys insurance carrier
beginning in the third quarter of 2004, which reduces legal
expense, in connection with the litigation with Ericsson
Wireless Communications, Inc. (see Part I,
Item 3 Legal Proceedings). The
principal components partially offsetting the above decreases
were $412,000, or 143.3%, of increased provision for potential
bad debts principally due to a reduction in the allowance for
doubtful accounts of $300,000 in 2004 due to the Companys
favorable collection of accounts receivable in 2004, $316,000,
or 32.8%, in increased audit and tax fees due to the
requirements of complying with the Sarbanes-Oxley Act of 2002,
and $441,000, or 7.8%, in increased costs associated with Vicor
Japan Co., Ltd. and the Vicor Integration Architects
(VIAs).
Research and development expenses increased $3,255,000, or
12.4%, to $29,466,000 in 2005 from $26,211,000 in 2004 and
increased as a percentage of net revenues to 16.4% from 15.3%.
The principal components of the $3,255,000 increase were
$1,812,000, or 11.3%, of increased compensation expense,
principally due to increased headcount, $668,000, or 20.0%, of
increased project material costs, $198,000, or 14.0%, of
increased facilities costs and $168,000, or 77.9%, in increased
supplies. The increases in compensation expense, project
material costs and supplies were principally due to the
development efforts associated with the Companys new FPA
products.
In the second quarter of 2005, the Company entered into a
settlement agreement with Lambda Americas, Inc., successor to
Lambda Electronics, Inc., under which the Company received a
payment of $2,500,000 in full settlement of the Companys
Reset Patent claims against Lambda and which settled the lawsuit
that the
18
Company had filed against Lambda in June 2001. The full amount
of the payment, net of a $250,000 contingency fee paid by the
Company to its litigation counsel, has been included in gain
from litigation-related settlement, net in the accompanying
condensed consolidated statement of operations.
The changes in the major components of other income (expense),
net were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Interest income
|
|
$ |
3,124 |
|
|
$ |
1,764 |
|
|
$ |
1,360 |
|
Minority interest in net income of subsidiaries
|
|
|
(807 |
) |
|
|
(527 |
) |
|
|
(280 |
) |
Foreign currency (losses) gains
|
|
|
(771 |
) |
|
|
268 |
|
|
|
(1,039 |
) |
Other than temporary decline in Scipher plc, investment
|
|
|
|
|
|
|
(70 |
) |
|
|
70 |
|
Loss on disposal of equipment
|
|
|
(41 |
) |
|
|
(47 |
) |
|
|
6 |
|
Other
|
|
|
(5 |
) |
|
|
244 |
|
|
|
(249 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,500 |
|
|
$ |
1,632 |
|
|
$ |
(132 |
) |
|
|
|
|
|
|
|
|
|
|
The increase in interest income is due to higher interest rates
and higher average balances on the Companys cash
equivalents, short-term and long-term investments. The increase
in foreign currency losses is due to the unfavorable exchange
rates in 2005 as compared to 2004, principally in Japan.
Income before income taxes was $4,880,000 in 2005 compared to a
loss before income taxes of $2,403,000 for 2004.
The provision for income taxes totaled $964,000 in 2005 as
compared to a provision of $1,320,000 in 2004. The
Companys effective tax rate was 19.8% and 54.9% for 2005
and 2004, respectively. Tax provisions in 2005 and 2004 have
been provided for federal and state taxes for certain
minority-owned subsidiaries that are not part of the
Companys consolidated income tax returns, for the federal
alternative minimum tax and for estimated income taxes due in
various state and international taxing jurisdictions. In the
third quarter of 2005, the Company reduced its tax reserves by
$770,000 due to closing tax periods in certain jurisdictions,
offset by an increase in reserves during the year of
approximately $412,000 for potential liabilities. During the
third quarter of 2004, the Company provided additional tax
expense for potential liabilities related to certain
jurisdictions under examination aggregating $950,000, partially
offset by a reduction in the tax reserves for certain
jurisdictions due to tax periods closing aggregating $650,000.
The Company will continue to assess its effective tax rate and
the need for valuation allowances against its deferred tax
assets.
Basic and diluted income per share was $0.09 for the year ended
December 31, 2005, compared to basic and diluted loss per
share of $(0.09) for the year ended December 31, 2004.
Year Ended December 31, 2004 compared to Year Ended
December 31, 2003
Net revenues for fiscal 2004 were $171,580,000 an increase of
$20,159,000, or 13.3%, as compared to $151,421,000 for the same
period a year ago. The increase in net revenues resulted
primarily from an increase in unit shipments of standard and
custom products of approximately $20,552,000, partially offset
by a decrease in license revenue of $393,000. Orders for fiscal
year 2004 increased by 9.4% compared with 2003. The
book-to-bill ratio for
2004 was 1.00:1 compared to 1.03:1 for 2003. Both first- and
second-generation products are sold to similar customers. The
decrease in license revenue was due to receipt of the final
royalty payment from Nagano Japan Radio Company, Ltd.
(NJRC) in January 2004. Going forward, license
revenues will be less than prior periods unless and until the
Company enters into new license agreements.
Gross margin for fiscal 2004 increased $24,276,000, or 62.2%, to
$63,288,000 from $39,012,000 in 2003 and increased as a
percentage of net revenues from 25.8% to 36.9%. The primary
components of the increase in gross margin dollars and
percentage were due to the higher levels of shipments, increased
productivity and cost reductions associated with the end of a
general furlough program during the fourth
19
quarter of 2003, and a non-recurring $800,000 reduction in an
accrual recorded through cost of revenues associated with the
settlement of a commercial dispute.
Selling, general and administrative expenses were $41,112,000
for 2004, a decrease of $158,000, or 0.4%, over the same period
in 2003. As a percentage of net revenues, selling, general and
administrative expenses decreased to 24.0% from 27.3%, primarily
due to the increase in net revenues. The principal components of
the $158,000 decrease were $890,000, or 29.9%, of decreased
advertising expenses, $473,000, or 16.5%, of decreased
depreciation expense, due to certain computer hardware and
software becoming fully depreciated in 2004, and $380,000, or
475.0%, of decreased bad debt expense due to the Companys
favorable collection of accounts receivables. The Company had
higher advertising expenses in 2003 due to the introduction of
the new FPA products. These decreases were partially offset by
$602,000, or 38.0%, of increased legal expenses due to the
litigation with Exar Corporation and with Ericsson Wireless
Communications, Inc. (see Part I, Item 3
Legal Proceedings), $547,000, or 3.2%, of increased
compensation as annual compensation adjustments resumed in 2004
and $385,000, or 10.5%, in increased commission expense, due to
the higher revenues.
Research and development expenses increased $2,766,000, or
11.8%, to $26,211,000 in 2004 from $23,445,000 in 2003 and
decreased slightly as a percentage of net revenues to 15.3% from
15.5%. The principal components of the $2,766,000 increase were
$1,133,000, or 10.1%, of increased compensation expense as
annual compensation adjustments resumed in 2004, $704,000, or
31.0%, of increased project material costs, $385,000, or 7.9%,
of increased development costs associated with the automation,
test and mechanical engineering groups, as less of these
departments efforts were associated with internally
constructed manufacturing and test equipment in 2004 as compared
to 2003, and $263,000, or 104.8%, of increased tooling costs.
The increases in compensation expense, project materials and
tooling costs were principally due to development efforts
associated with the Companys new FPA products.
The changes in the major components of other income (expense),
net were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase | |
|
|
2004 | |
|
2003 | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
Interest income
|
|
$ |
1,764 |
|
|
$ |
1,514 |
|
|
$ |
250 |
|
Minority interest in net income of subsidiaries
|
|
|
(527 |
) |
|
|
(512 |
) |
|
|
(15 |
) |
Foreign currency gains
|
|
|
268 |
|
|
|
607 |
|
|
|
(339 |
) |
Other than temporary decline in Scipher plc, investment
|
|
|
(70 |
) |
|
|
(470 |
) |
|
|
400 |
|
Loss on disposal of equipment
|
|
|
(47 |
) |
|
|
(356 |
) |
|
|
309 |
|
Other
|
|
|
244 |
|
|
|
29 |
|
|
|
215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,632 |
|
|
$ |
812 |
|
|
$ |
820 |
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes was $2,403,000 in 2004 compared to a
loss before income taxes of $24,891,000 for 2003.
The provision for income taxes totaled $1,320,000 in 2004 as
compared to a benefit of $5,356,000 in 2003. The Companys
effective tax rate was 54.9% and (21.5%) for 2004 and 2003,
respectively. Tax provisions in 2004 have been provided for
estimated income taxes due in various state and international
taxing jurisdictions for which losses incurred by the Company
cannot be offset, and for federal and state taxes for certain
minority-owned subsidiaries that are not part of the
Companys consolidated income tax returns. During the third
quarter of 2004, the Company provided additional tax expense for
potential liabilities related to certain jurisdictions under
examination aggregating $950,000, partially offset by a
reduction in the tax reserves for certain jurisdictions due to
tax periods closing aggregating $650,000. During the fourth
quarter of 2003, the Company revised its estimate of the
effective tax rate for the year and recorded a tax benefit for a
portion of the net operating losses generated in 2003 and,
accordingly, revised its estimated effective tax rate applicable
to 2003 to an estimated tax benefit of 21.5%. This estimated tax
benefit of $5,356,000 was a non-recurring non-cash item
representing an increase in the benefit previously estimated by
the Company based on the changes in the deductible and taxable
temporary differences for 2003. The effect of the change in the
estimated effective tax rate on net income was approximately
$5,107,000. The corresponding effect on the net income per share
was $.12 for the quarter and for the year ended
December 31, 2003.
20
Basic and diluted loss per share was $(0.09) for the year ended
December 31, 2004, compared to basic and diluted loss per
share of $(0.47) for the year ended December 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2005 the Company had $34,024,000 in cash
and cash equivalents. The ratio of current assets to current
liabilities was 7.6:1 at December 31, 2005 compared to
8.6:1 at December 31, 2004. Working capital increased
$1,966,000, from $148,419,000 at December 31, 2004 to
$150,385,000 at December 31, 2005. The primary factors
affecting the working capital increase were an increase in
short-term investments of $11,321,000 and an increase in
accounts receivable of $4,713,000. These increases were
partially offset by a decrease in inventory of $9,061,000,
primarily due to a reduction in raw materials from a concerted
effort to reduce inventory levels and an increase in reserves,
an increase in accounts payable of $2,935,000 and a decrease in
cash and cash equivalents of $2,253,000. The primary source of
cash for the twelve months ended December 31, 2005 was
$29,271,000 from operating activities and $3,578,000 in net
proceeds from the issuance of Common Stock upon the exercise of
stock options. The primary uses of cash for the twelve months
ended December 31, 2005 were for the net purchases of
short-term investments of $15,186,000, the acquisition of
equipment of $8,944,000, the acquisition of treasury stock of
$5,544,000 and the payment of a common stock dividend of
$5,025,000.
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 November 2000 Plan authorizes the Company to
make such repurchases from time to time in the open market or
through privately negotiated transactions. The timing and
amounts of stock repurchases are at the discretion of management
based on its view of economic and financial market conditions.
The Company spent approximately $5,544,000 for the repurchase of
452,200 shares of Common Stock during the twelve months
ended December 31, 2005. As of December 31, 2005, the
Company had approximately $19,376,000 remaining under the plan.
On June 24, 2005, the Companys Board of Directors
approved an annual cash dividend for 2005 of $.12 per share
of the Companys stock. The total dividend of approximately
$5,025,000 was paid on August 31, 2005 to shareholders of
record at the close of business on August 11, 2005.
On February 4, 2006, the Companys Board of Directors
approved a cash dividend of $.12 per share payable on
March 20, 2006 to shareholders of record at the close of
business on February 28, 2006. The Board of Directors
anticipates reviewing its dividend policy on a semi-annual basis.
The table below summarizes the Companys contractual
obligations as of December 31, 2005 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period | |
|
|
| |
|
|
|
|
Less than | |
|
|
|
More Than | |
Contractual Obligations |
|
Total | |
|
1 Year | |
|
Years 2 & 3 | |
|
Years 4 & 5 | |
|
5 Years | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Operating leases
|
|
$ |
2,815 |
|
|
$ |
1,161 |
|
|
$ |
1,341 |
|
|
$ |
313 |
|
|
$ |
|
|
Purchase obligations
|
|
|
2,593 |
|
|
|
280 |
|
|
|
561 |
|
|
|
561 |
|
|
|
1,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
5,408 |
|
|
$ |
1,441 |
|
|
$ |
1,902 |
|
|
$ |
874 |
|
|
$ |
1,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys primary liquidity needs are for making
continuing investments in manufacturing equipment, particularly
equipment for the Companys new FPA products. The Company
believes that cash generated from operations and the total of
its cash and cash equivalents, together with other sources of
liquidity, will be sufficient to fund planned operations and
capital equipment purchases for the foreseeable future. At
December 31, 2005, the Company also had approximately
$929,000 of capital expenditure commitments, principally for
manufacturing equipment.
The Company does not consider the impact of inflation and
changing prices on its business activities or fluctuations in
the exchange rates for foreign currency transactions to have
been material during the last three fiscal years.
21
ITEM 7A QUALITATIVE AND QUANTITATIVE
DISCLOSURE ABOUT MARKET RISK
The Company is exposed to a variety of market risks, including
changes in interest rates affecting the return on its cash and
cash equivalents, short-term and long-term investments and
fluctuations in foreign currency exchange rates.
As the Companys cash and cash equivalents consist
principally of money market securities, which are short-term in
nature, the Companys exposure to market risk on interest
rate fluctuations for these investments is not significant. The
Companys short-term and long-term investments consist
mainly of corporate debt securities. These debt securities are
all highly-rated investments, in which a significant portion
have interest rates reset at auction at regular intervals. As a
result, the Company believes there is minimal market risk to
these investments. Our annual interest income would change by
approximately $1,000,000 in 2005 for each 100 basis point
increase or decrease in interest rates.
The Companys 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.
Relative to foreign currency exposure against the yen existing
at December 31, 2005, a 10% unfavorable movement in the
dollar/yen exchange rate would increase the foreign currency
loss by approximately $200,000. In addition, the functional
currency of the Companys subsidiaries in Europe and Hong
Kong is the U.S. Dollar. Therefore, the Company believes
that market risk is mitigated since these operations are not
exposed to foreign exchange fluctuations.
22
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
INDEX
FINANCIAL STATEMENTS
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
24 |
|
Consolidated Balance Sheets as of December 31, 2005 and 2004
|
|
|
25 |
|
Consolidated Statements of Operations For the Years Ended
December 31, 2005, 2004 and 2003
|
|
|
26 |
|
Consolidated Statements of Cash Flows For the Years Ended
December 31, 2005, 2004 and 2003
|
|
|
27 |
|
Consolidated Statements of Stockholders Equity For the
Years Ended December 31, 2005, 2004 and 2003
|
|
|
28 |
|
Notes to the Consolidated Financial Statements
|
|
|
29 |
|
Schedule (Refer to Item 15)
|
|
|
54 |
|
23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Vicor Corporation
We have audited the accompanying consolidated balance sheets of
Vicor Corporation as of December 31, 2005 and 2004, and the
related consolidated statements of operations,
stockholders equity, and cash flows for each of the three
years in the period ended December 31, 2005. Our audits
also included the financial statement schedule listed in the
Index at Item 15(a). 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 audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Vicor Corporation at
December 31, 2005 and 2004, and the consolidated results of
its operations and its cash flows for each of the three years in
the period ended December 31, 2005, in conformity with
U.S. generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Vicor Corporations internal control over
financial reporting as of December 31, 2005, based on
criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission and our report dated March 9, 2006
expressed an unqualified opinion thereon.
Boston, Massachusetts
March 9, 2006
24
VICOR CORPORATION
CONSOLIDATED BALANCE SHEETS
December 31, 2005 and 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
|
(In thousands, | |
|
|
except share data) | |
ASSETS |
Current assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
34,024 |
|
|
$ |
36,277 |
|
|
Short-term investments
|
|
|
88,692 |
|
|
|
77,371 |
|
|
Accounts receivable, less allowance of $635 in 2005 and $468 in
2004
|
|
|
28,072 |
|
|
|
23,359 |
|
|
Inventories, net
|
|
|
17,168 |
|
|
|
26,229 |
|
|
Deferred tax assets
|
|
|
2,673 |
|
|
|
2,497 |
|
|
Other current assets
|
|
|
2,518 |
|
|
|
2,245 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
173,147 |
|
|
|
167,978 |
|
Long-term investments
|
|
|
3,348 |
|
|
|
|
|
Property, plant and equipment, net
|
|
|
59,114 |
|
|
|
67,001 |
|
Other assets
|
|
|
10,146 |
|
|
|
9,903 |
|
|
|
|
|
|
|
|
|
|
$ |
245,755 |
|
|
$ |
244,882 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$ |
8,741 |
|
|
$ |
5,806 |
|
|
Accrued compensation and benefits
|
|
|
4,583 |
|
|
|
4,265 |
|
|
Accrued expenses
|
|
|
3,016 |
|
|
|
2,815 |
|
|
Income taxes payable
|
|
|
6,279 |
|
|
|
6,367 |
|
|
Deferred revenue
|
|
|
143 |
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
22,762 |
|
|
|
19,559 |
|
Deferred income taxes
|
|
|
3,172 |
|
|
|
3,173 |
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Minority interests
|
|
|
3,031 |
|
|
|
1,527 |
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
|
Preferred Stock, $.01 par value, 1,000,000 shares
authorized; 360,001 shares issued and none outstanding in
2005 and 2004
|
|
|
|
|
|
|
|
|
|
Class B Common Stock: 10 votes per share, $.01 par
value, 14,000,000 shares authorized, 11,854,952 shares
issued and outstanding in 2005 (11,867,100 in 2004)
|
|
|
119 |
|
|
|
119 |
|
|
Common Stock: 1 vote per share, $.01 par value,
62,000,000 shares authorized, 37,670,533 shares issued
and 30,097,835 shares outstanding (37,281,087 shares
issued and 30,160,589 shares outstanding in 2004)
|
|
|
377 |
|
|
|
373 |
|
|
Additional paid-in capital
|
|
|
151,698 |
|
|
|
148,821 |
|
|
Retained earnings
|
|
|
175,660 |
|
|
|
176,769 |
|
|
Accumulated other comprehensive (loss) income
|
|
|
(72 |
) |
|
|
(11 |
) |
|
Treasury stock at cost: 7,572,698 shares in 2005
(7,120,498 shares in 2004)
|
|
|
(110,992 |
) |
|
|
(105,448 |
) |
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
216,790 |
|
|
|
220,623 |
|
|
|
|
|
|
|
|
|
|
$ |
245,755 |
|
|
$ |
244,882 |
|
|
|
|
|
|
|
|
See accompanying notes
25
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2005, 2004 and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands, except per share amounts) | |
Net revenues
|
|
$ |
179,351 |
|
|
$ |
171,580 |
|
|
$ |
151,421 |
|
Cost of revenues
|
|
|
107,944 |
|
|
|
108,292 |
|
|
|
112,409 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
71,407 |
|
|
|
63,288 |
|
|
|
39,012 |
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
40,811 |
|
|
|
41,112 |
|
|
|
41,270 |
|
|
Research and development
|
|
|
29,466 |
|
|
|
26,211 |
|
|
|
23,445 |
|
|
Gain from litigation-related settlement, net
|
|
|
(2,250 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
68,027 |
|
|
|
67,323 |
|
|
|
64,715 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
3,380 |
|
|
|
(4,035 |
) |
|
|
(25,703 |
) |
Other income (expense), net
|
|
|
1,500 |
|
|
|
1,632 |
|
|
|
812 |
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
4,880 |
|
|
|
(2,403 |
) |
|
|
(24,891 |
) |
Provision (benefit) for income taxes
|
|
|
964 |
|
|
|
1,320 |
|
|
|
(5,356 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
3,916 |
|
|
$ |
(3,723 |
) |
|
$ |
(19,535 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
.09 |
|
|
$ |
(.09 |
) |
|
$ |
(.47 |
) |
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
.09 |
|
|
$ |
(.09 |
) |
|
$ |
(.47 |
) |
|
|
|
|
|
|
|
|
|
|
Shares used to compute net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
41,923 |
|
|
|
42,022 |
|
|
|
41,896 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
42,089 |
|
|
|
42,022 |
|
|
|
41,896 |
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share
|
|
$ |
.12 |
|
|
$ |
.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
26
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2005, 2004 and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
3,916 |
|
|
$ |
(3,723 |
) |
|
$ |
(19,535 |
) |
|
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
17,082 |
|
|
|
20,898 |
|
|
|
22,397 |
|
|
|
Minority interest in net income of subsidiaries
|
|
|
807 |
|
|
|
527 |
|
|
|
512 |
|
|
|
Amortization of bond premium
|
|
|
573 |
|
|
|
1,002 |
|
|
|
800 |
|
|
|
Deferred income taxes
|
|
|
(133 |
) |
|
|
|
|
|
|
(1,051 |
) |
|
|
Loss on disposal of equipment
|
|
|
41 |
|
|
|
47 |
|
|
|
356 |
|
|
|
Other than temporary decline in investment
|
|
|
|
|
|
|
70 |
|
|
|
470 |
|
|
|
Loss on sale of investments
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
Proceeds from sale of investment shares
|
|
|
|
|
|
|
|
|
|
|
273 |
|
|
|
Change in current assets and liabilities, net
|
|
|
6,985 |
|
|
|
(2,939 |
) |
|
|
15,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
29,271 |
|
|
|
15,882 |
|
|
|
19,432 |
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of short-term and long-term investments
|
|
|
(115,932 |
) |
|
|
(75,357 |
) |
|
|
(95,033 |
) |
|
Sales and maturities of short-term and long-term investments
|
|
|
100,746 |
|
|
|
63,619 |
|
|
|
78,073 |
|
|
Additions to property, plant and equipment
|
|
|
(8,944 |
) |
|
|
(5,022 |
) |
|
|
(5,797 |
) |
|
Proceeds from sale of equipment
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
Increase in other assets
|
|
|
(573 |
) |
|
|
(2,414 |
) |
|
|
(2,839 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(24,703 |
) |
|
|
(19,168 |
) |
|
|
(25,596 |
) |
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
3,578 |
|
|
|
2,344 |
|
|
|
775 |
|
|
Common stock dividends
|
|
|
(5,025 |
) |
|
|
(3,371 |
) |
|
|
|
|
|
Acquisitions of treasury stock
|
|
|
(5,544 |
) |
|
|
(1,088 |
) |
|
|
(2,562 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(6,991 |
) |
|
|
(2,115 |
) |
|
|
(1,787 |
) |
Effect of foreign exchange rates on cash
|
|
|
170 |
|
|
|
(45 |
) |
|
|
(196 |
) |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
(2,253 |
) |
|
|
(5,446 |
) |
|
|
(8,147 |
) |
Cash and cash equivalents at beginning of year
|
|
|
36,277 |
|
|
|
41,723 |
|
|
|
49,870 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$ |
34,024 |
|
|
$ |
36,277 |
|
|
$ |
41,723 |
|
|
|
|
|
|
|
|
|
|
|
Change in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
$ |
(4,941 |
) |
|
$ |
(784 |
) |
|
$ |
103 |
|
|
Inventories, net
|
|
|
8,913 |
|
|
|
(4,095 |
) |
|
|
8,364 |
|
|
Other current assets
|
|
|
(279 |
) |
|
|
1,858 |
|
|
|
7,144 |
|
|
Accounts payable and accrued liabilities
|
|
|
3,545 |
|
|
|
31 |
|
|
|
1 |
|
|
Income taxes payable
|
|
|
(90 |
) |
|
|
(98 |
) |
|
|
(56 |
) |
|
Deferred revenue
|
|
|
(163 |
) |
|
|
149 |
|
|
|
(446 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,985 |
|
|
$ |
(2,939 |
) |
|
$ |
15,110 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for income taxes, net of refunds
|
|
$ |
1,085 |
|
|
$ |
1,307 |
|
|
$ |
(12,020 |
) |
See accompanying notes
27
VICOR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
Years ended December 31, 2005, 2004 and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated | |
|
|
|
|
|
|
Class B | |
|
|
|
Additional | |
|
|
|
Other | |
|
|
|
Total | |
|
|
Common | |
|
Common | |
|
Paid-In | |
|
Retained | |
|
Comprehensive | |
|
Treasury | |
|
Stockholders | |
|
|
Stock | |
|
Stock | |
|
Capital | |
|
Earnings | |
|
Income | |
|
Stock | |
|
Equity | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(In thousands) | |
Balance at December 31, 2002
|
|
$ |
119 |
|
|
$ |
369 |
|
|
$ |
145,706 |
|
|
$ |
203,398 |
|
|
$ |
239 |
|
|
$ |
(101,798 |
) |
|
$ |
248,033 |
|
Sales of Common Stock
|
|
|
|
|
|
|
2 |
|
|
|
773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
775 |
|
Conversion of Class B Common Stock to Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,562 |
) |
|
|
(2,562 |
) |
Net loss for 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,535 |
) |
|
|
|
|
|
|
|
|
|
|
(19,535 |
) |
Unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96 |
) |
|
|
|
|
|
|
(96 |
) |
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(19,588 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2003
|
|
|
119 |
|
|
|
371 |
|
|
|
146,479 |
|
|
|
183,863 |
|
|
|
186 |
|
|
|
(104,360 |
) |
|
|
226,658 |
|
Sales of Common Stock
|
|
|
|
|
|
|
2 |
|
|
|
2,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,344 |
|
Conversion of Class B Common Stock to Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,088 |
) |
|
|
(1,088 |
) |
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,371 |
) |
|
|
|
|
|
|
|
|
|
|
(3,371 |
) |
Net loss for 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,723 |
) |
|
|
|
|
|
|
|
|
|
|
(3,723 |
) |
Unrealized loss on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(243 |
) |
|
|
|
|
|
|
(243 |
) |
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,920 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
|
119 |
|
|
|
373 |
|
|
|
148,821 |
|
|
|
176,769 |
|
|
|
(11 |
) |
|
|
(105,448 |
) |
|
|
220,623 |
|
Sales of Common Stock
|
|
|
|
|
|
|
4 |
|
|
|
3,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,578 |
|
Conversion of Class B Common Stock to Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of treasury stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,544 |
) |
|
|
(5,544 |
) |
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,025 |
) |
|
|
|
|
|
|
|
|
|
|
(5,025 |
) |
Minority interest adjustment
|
|
|
|
|
|
|
|
|
|
|
(697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(697 |
) |
Net income for 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,916 |
|
|
|
|
|
|
|
|
|
|
|
3,916 |
|
Unrealized gain on investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33 |
|
|
|
|
|
|
|
33 |
|
Currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(94 |
) |
|
|
|
|
|
|
(94 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
$ |
119 |
|
|
$ |
377 |
|
|
$ |
151,698 |
|
|
$ |
175,660 |
|
|
$ |
(72 |
) |
|
$ |
(110,992 |
) |
|
$ |
216,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
28
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
1. |
DESCRIPTION OF BUSINESS |
Vicor Corporation (the Company) designs, develops,
manufactures and markets modular power converters, power system
components, and power systems using a patented, high frequency
power conversion technology designated zero current
switching. The Company also licenses certain rights to its
technology in return for ongoing royalties. The principal
markets for the power converters and systems are large Original
Equipment Manufacturers and smaller, lower volume users which
are broadly distributed across several major market areas.
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES |
|
|
|
Principles of consolidation |
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 Integration Architects
(VIAs) are not majority owned by the Company. These
entities are consolidated by the Company as management believes
that the Company has the ability to exercise control over their
activities and operations. During 2005, the Company increased
the minority interests balance by $697,000, with a corresponding
offset to additional paid-in capital, to adjust the balance to
reflect the minority interest ownership percentage in the net
equity of these subsidiaries.
Product revenue is recognized in the period when persuasive
evidence of an arrangement with a customer exists, the products
are shipped and title has transferred to the customer, the price
is fixed or determinable, and collection is considered probable.
License fees are recognized as earned. The Company recognizes
revenue on such arrangements only when the contract is signed,
the license term has begun, all obligations have been delivered
to the customer, and collection is probable. The Company
evaluates revenue arrangements with potential multi-element
deliverables in accordance with Emerging Issues Task Force
(EITF) Issue
No. 00-21
Revenue Arrangements with Multiple Deliverables
(EITF 00-21).
|
|
|
Foreign currency translation |
The financial statements of Vicor Japan Company, Ltd.
(VJCL), for which the functional currency is the
Japanese yen, have been translated into U.S. dollars in
accordance with FASB Statement No. 52, Foreign
Currency Translation. All balance sheet accounts have been
translated using the exchange rate in effect at the balance
sheet date. Income statement amounts have been translated at the
average exchange rates in effect during the year. The gains and
losses resulting from the changes in exchange rates from year to
year have been reported in other comprehensive income.
Transaction gains and losses, including 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 transaction gains (losses),
included in other income (expense), net, were approximately
($771,000), $268,000 and $607,000 in 2005, 2004 and 2003,
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
29
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
nature of the securities there are no unrealized gains or losses
at the balance sheet dates. As of December 31, 2005,
approximately $906,000 of cash was restricted as a guarantee for
certain foreign letters of credit.
|
|
|
Short-term and long-term investments |
The Companys short-term and long-term investments are
classified as available-for-sale securities and are recorded at
fair value, with the unrealized gains and losses, net of tax,
reported in a separate component of stockholders equity.
The amortized cost of debt securities is adjusted for
amortization of premiums and accretion of discounts to maturity.
Such amortization, along with interest and realized gains and
losses, are included in other income (expense), net. The Company
has no trading securities or
held-to-maturity
securities.
|
|
|
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.
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 high credit, quality financial institutions. The
Companys short-term and long-term investments consist of
highly rated corporate debt securities. The Companys
investment policy, approved by the Board of Directors, limits
the amount the Company may invest in any one type of investment,
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 and intangible assets |
The Company accounts for its goodwill and other intangible
assets in accordance with FASB Statement No. 142,
Goodwill and Other Intangible Assets (FAS 142),
which resulted in the elimination of goodwill amortization
beginning in fiscal 2002. The Company performs a test of
goodwill for potential impairment at least annually. Values
assigned to patents are amortized using the straight-line method
over periods ranging from five to twenty years.
In accordance with FASB Statement No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets,
long-lived assets such as property, plant and equipment and
intangible assets, are included in
30
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
impairment evaluations when events or circumstances exist that
indicate the carrying amount of those assets may not be
recoverable. If the impairment evaluation indicates the affected
asset is not recoverable, the 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.
The accounting for other investment transactions is reviewed for
compliance with Accounting Principles Board Opinion No. 18,
The Equity Method for Accounting for Investments in Common
Stock (APB 18) and/or FASB Interpretation
No. 46 Revised (FIN 46R)
Consolidation of Variable Interest Entities.
The cost of advertising is expensed as incurred. The Company
incurred $1,913,000, $1,960,000 and $2,535,000 in advertising
costs during 2005, 2004 and 2003, respectively.
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 |
Basic and diluted income (loss) per share are calculated in
accordance with FASB Statement No. 128, Earnings per
Share. The following table sets forth the computation of
basic and diluted income (loss) per share (in thousands, except
per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
3,916 |
|
|
$ |
(3,723 |
) |
|
$ |
(19,535 |
) |
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic income (loss) per share
weighted average shares
|
|
|
41,923 |
|
|
|
42,022 |
|
|
|
41,896 |
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options
|
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted income (loss) per share
adjusted weighted-average shares and assumed conversions
|
|
|
42,089 |
|
|
|
42,022 |
|
|
|
41,896 |
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share
|
|
$ |
.09 |
|
|
$ |
(.09 |
) |
|
$ |
(.47 |
) |
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share
|
|
$ |
.09 |
|
|
$ |
(.09 |
) |
|
$ |
(.47 |
) |
|
|
|
|
|
|
|
|
|
|
Options to purchase 1,213,679 shares of Common Stock
were outstanding during 2005 but were not included in the
computation of diluted income per share because the
options exercise prices were greater
31
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
than the average market price of the Common Stock and,
therefore, the effect would have been antidilutive. Options to
purchase 3,035,350 and 3,809,603 shares of Common
Stock in 2004 and 2003 were not included in the calculation of
net loss per share as the effect would have been antidilutive.
The Company accounts for income taxes in accordance with FASB
Statement No. 109, Accounting for Income Taxes
(FAS 109). FAS 109 requires that deferred tax assets
and liabilities are determined based on the differences between
financial reporting and tax bases of assets and liabilities and
are measured using the enacted income tax rates and laws that
are expected to be in effect when the temporary differences are
expected to reverse. FAS 109 also requires that deferred
tax assets be reduced by a valuation allowance if it is more
likely than not that some portion or all of the deferred tax
assets will not be realized. Additionally, 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 uses the intrinsic value method in accounting for
its employee stock options in accordance with Accounting
Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees (APB 25) and related
Interpretations, as permitted under FASB Statement No. 123,
Accounting for Stock-Based Compensation
(FAS 123) and FASB Statement No. 148, Accounting
for Stock-Based Compensation Transition and
Disclosure (FAS 148). Under APB 25, because the
exercise price of the Companys employee stock options
equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized.
Pro forma information regarding net income (loss) and net income
(loss) per share is required by FAS 123, which also
requires that the information be determined as if the Company
had accounted for its employee stock options granted subsequent
to December 31, 1994 under the fair value method described
in FAS 123. The fair value for these options was estimated
at the date of grant using a Black-Scholes option pricing model
with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Vicor: |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Risk-free interest rate
|
|
|
3.9 |
% |
|
|
3.4 |
% |
|
|
2.6 |
% |
Expected dividend yield
|
|
|
.38 |
% |
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
.59 |
|
|
|
.68 |
|
|
|
.68 |
|
Expected lives
|
|
4.0 years |
|
4.0 years |
|
4.0 years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Picor: |
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Risk-free interest rate
|
|
|
4.4 |
% |
|
|
4.4 |
% |
|
|
4.0 |
% |
Expected dividend yield
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected volatility
|
|
|
.43 |
|
|
|
.43 |
|
|
|
.45 |
|
Expected lives
|
|
6.5 years |
|
6.5 years |
|
6.5 years |
The weighted-average fair value of Vicor options granted was
$7.02, $7.05 and $4.62 in 2005, 2004 and 2003, respectively. The
weighted-average contractual life for Vicor options outstanding
as of December 31, 2005 is 3.2 years.
32
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
The weighted-average fair value of Picor options granted was
$.32, $.33 and $.21 in 2005, 2004 and 2003, respectively. The
weighted-average contractual life for Picor options outstanding
as of December 31, 2005 is 7.1 years.
The Black-Scholes option valuation model was developed for use
in estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of subjective
assumptions including the expected stock price volatility.
Because the Companys employee stock options have
characteristics different from those of traded options, and
because changes in the subjective input assumptions can
materially affect the fair value estimate, in managements
opinion, the existing models do not necessarily provide a
reliable single measure of the fair values of its employee stock
options.
For purposes of pro forma disclosures, the estimated fair value
of the options is amortized to expense over the options
vesting period. The following table sets forth a reconciliation
of reported net income (loss) to pro forma net income (loss) (in
thousands except for earnings per share information):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Net income (loss), as reported
|
|
$ |
3,916 |
|
|
$ |
(3,723 |
) |
|
$ |
(19,535 |
) |
Total stock-based employee compensation expense determined under
fair-value based methods for all awards, net of related tax
effects
|
|
|
(845 |
) |
|
|
(1,983 |
) |
|
|
(2,935 |
) |
|
|
|
|
|
|
|
|
|
|
Pro forma net income (loss)
|
|
$ |
3,071 |
|
|
$ |
(5,706 |
) |
|
$ |
(22,470 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share, as reported:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
.09 |
|
|
$ |
(.09 |
) |
|
$ |
(.47 |
) |
|
Diluted
|
|
$ |
.09 |
|
|
$ |
(.09 |
) |
|
$ |
(.47 |
) |
Pro forma net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
.07 |
|
|
$ |
(.14 |
) |
|
$ |
(.54 |
) |
|
Diluted
|
|
$ |
.07 |
|
|
$ |
(.14 |
) |
|
$ |
(.54 |
) |
The above table includes compensation expense for Picor options
of $105,000, $96,000 and $60,000 for the years 2005, 2004 and
2003, respectively. The 2004 and 2003 expense has been revised
to include these Picor amounts. The fair value of Picor common
stock was estimated by obtaining an independent valuation of
Picor.
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual
results could differ from those estimates.
The Company reports comprehensive income in accordance with FASB
Statement No. 130, Reporting Comprehensive
Income (FAS 130). FAS 130 requires the foreign
currency translation adjustments related to VJCL and unrealized
gains (losses) on short-term and long-term investments to be
included in other comprehensive income, net of related income
tax effects.
33
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Certain amounts in the 2004 and 2003 financial statements were
reclassified to conform to the 2005 presentation.
|
|
|
Impact of recently issued accounting standards |
In November 2004, the FASB issued Statement of Financial
Accounting Standards No. 151, Inventory Costs, an
amendment of Accounting Research Bulletin
(ARB) No. 43, Chapter 4
(FAS 151). FAS 151 amends the guidance in
ARB No. 43, Chapter 4, Inventory Pricing
to clarify that abnormal amounts of idle facility expense,
freight, handling costs, and wasted material
(spoilage) should be recognized as current-period charges.
In addition, FAS 151 requires that allocation of fixed
production overhead to the costs of conversion be based on the
normal capacity of the production facilities. The provisions of
FAS 151 are effective for fiscal years beginning after
June 15, 2005. The Company is currently evaluating the
provisions of FAS 151 and does not believe that its
adoption will have a material impact on the Companys
financial position or results of operations.
In December 2004, the FASB issued Statement of Financial
Accounting Standards No. 123 (revised 2004), Share
Based Payment (FAS 123R), which is a revision of
FAS No. 123, Accounting for Stock-Based
Compensation. FAS 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to
Employees, and amends SFAS No. 95,
Statement of Cash Flows. Generally, the approach in
FAS 123(R) is similar to the approach described in
FAS 123. However, FAS 123(R) requires all share-based
payments to employees, including grants of employee stock
options, to be recognized in the income statement based on their
fair values at the date of grant. Pro forma disclosure is no
longer an alternative.
FAS 123(R) permits public companies to adopt its
requirements using one of two methods. A modified
prospective method in which compensation cost is
recognized beginning with the effective date (a) based on
the requirements of FAS 123(R) for all share-based payments
granted after the effective date and (b) based on the
requirements of FAS 123 for all awards granted to employees
prior to the effective date of FAS 123(R) that remain
unvested on the effective date. A modified
retrospective method which includes the requirements of
the modified prospective method described above, but also
permits entities to restate based on the amounts previously
recognized under FAS 123 for purposes of pro forma
disclosures either (a) all prior periods presented or
(b) prior interim periods of the year of adoption. The
Company will be adopting the modified prospective
method when applying FAS 123(R).
As permitted by FAS 123, the Company currently accounts for
share-based payments to employees using APB Opinion
No. 25s intrinsic value method and, as such,
generally recognizes no compensation cost for employee stock
options. The Company will be required to adopt FAS 123(R)
on January 1, 2006, the commencement of its first quarter
of fiscal 2006. The adoption of FAS 123(R)s fair
value method is not expected to have a significant impact on the
Companys results of operations or its overall financial
position. While the evaluation has not been finalized, the
Company currently estimates that expense related to share-based
payments to employees will not have a significant impact on
diluted earnings per share in the first quarter of fiscal 2006.
In May 2005, the FASB issued Statement of Financial Accounting
Standards No. 154, Accounting Changes and Error
Corrections (FAS 154). This statement
establishes new standards on accounting for changes in
accounting principles. Pursuant to FAS 154, all such
changes must be accounted for by retrospective application to
the financial statements of prior periods unless it is
impracticable to do so. FAS 154 supersedes APB Opinion 20
and FAS 3, though it carries forward the guidance in those
pronouncements with respect to accounting for changes in
estimates, changes in the reporting entity and the correction of
errors. This statement is effective for accounting changes and
corrections of errors made in
34
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
2. |
SIGNIFICANT ACCOUNTING POLICIES (Continued) |
fiscal years beginning after December 15, 2005. The Company
does not believe the adoption of this standard will have a
material impact on our financial position or results of
operations.
|
|
3. |
SHORT-TERM AND LONG-TERM INVESTMENTS |
The following is a summary of available-for-sale securities (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross | |
|
Gross | |
|
|
|
|
|
|
Unrealized | |
|
Unrealized | |
|
Estimated | |
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. corporate securities
|
|
$ |
35,301 |
|
|
$ |
|
|
|
$ |
(261 |
) |
|
$ |
35,040 |
|
Obligations of states and political subdivisions
|
|
|
57,025 |
|
|
|
|
|
|
|
(25 |
) |
|
|
57,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
92,326 |
|
|
$ |
|
|
|
$ |
(286 |
) |
|
$ |
92,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. corporate securities
|
|
$ |
47,639 |
|
|
$ |
1 |
|
|
$ |
(320 |
) |
|
$ |
47,320 |
|
Obligations of states and political subdivisions
|
|
|
30,075 |
|
|
|
|
|
|
|
(24 |
) |
|
|
30,051 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
77,714 |
|
|
$ |
1 |
|
|
$ |
(344 |
) |
|
$ |
77,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost and estimated fair value of debt securities
at December 31, 2005, by contractual maturities, are shown
below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated | |
|
|
Cost | |
|
Fair Value | |
|
|
| |
|
| |
Due in one year or less
|
|
$ |
4,001 |
|
|
$ |
3,990 |
|
Due in one year to two years
|
|
|
4,763 |
|
|
|
4,739 |
|
Due after two years
|
|
|
83,562 |
|
|
|
83,311 |
|
|
|
|
|
|
|
|
|
|
$ |
92,326 |
|
|
$ |
92,040 |
|
|
|
|
|
|
|
|
At December 31, 2005, the Company held available-for-sale
securities with an aggregate fair value of approximately
$5,006,000 that have been in a continuous unrealized loss
position for less than twelve months, with aggregate gross
unrealized losses of approximately $13,000. At December 31,
2005, the Company held available-for-sale securities with an
aggregate fair value of approximately $25,059,000 that have been
in a continuous unrealized loss position for more than twelve
months, with aggregate gross unrealized losses of approximately
$273,000. The Company believes that the impairment to those
investments are not other-than-temporary at this time as these
corporate debt securities are all highly rated investments which
have been subject to routine market changes that have not been
significant to date and the Company has the ability and intent
to hold the investments through a period of market recovery.
35
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inventories were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Raw materials
|
|
$ |
21,519 |
|
|
$ |
27,212 |
|
Work-in-process
|
|
|
2,502 |
|
|
|
2,568 |
|
Finished goods
|
|
|
3,838 |
|
|
|
4,293 |
|
|
|
|
|
|
|
|
|
|
|
27,859 |
|
|
|
34,073 |
|
Inventory reserves
|
|
|
(10,691 |
) |
|
|
(7,844 |
) |
|
|
|
|
|
|
|
|
|
$ |
17,168 |
|
|
$ |
26,229 |
|
|
|
|
|
|
|
|
During the second quarter of 2005, the Company provided
additional reserves of approximately $1,600,000 for potential
obsolete inventory arising primarily from the European Union
Restriction of Hazardous Substances (RoHS)
initiative and the conversion of second-generation products to
the FasTrak platform. In addition, the Company identified other
slow-moving and potential obsolete inventory of approximately
$1,200,000, of which $300,000 related to raw material
inventories in support of pilot production of VI Chips.
|
|
5. |
PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment are stated at cost and are
depreciated and amortized over a period of 3 to 31.5 years
generally under the straight-line method for financial reporting
purposes and accelerated methods for income tax purposes.
Property, plant and equipment were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Land
|
|
$ |
2,089 |
|
|
$ |
2,089 |
|
Buildings and improvements
|
|
|
40,575 |
|
|
|
40,554 |
|
Machinery and equipment
|
|
|
167,865 |
|
|
|
173,494 |
|
Furniture and fixtures
|
|
|
5,514 |
|
|
|
5,423 |
|
Construction-in-progress
|
|
|
2,383 |
|
|
|
956 |
|
|
|
|
|
|
|
|
|
|
|
218,426 |
|
|
|
222,516 |
|
Less accumulated depreciation and amortization
|
|
|
159,312 |
|
|
|
155,515 |
|
|
|
|
|
|
|
|
|
|
$ |
59,114 |
|
|
$ |
67,001 |
|
|
|
|
|
|
|
|
Depreciation expense for the years ended December 31, 2005,
2004 and 2003 was approximately $16,790,000, $20,334,000 and
$21,811,000, respectively.
At December 31, 2005, the Company had approximately
$929,000 of capital expenditure commitments.
In August 2003, the Board of Directors approved the investment
by the Company of $1,000,000 in non-voting preferred stock of
Great Wall Semiconductor Corporation (GWS). In March
and August 2004, the Audit Committee of the Board of Directors
approved additional investments by the Company of $1,000,000
each for a total 2004 investment of $2,000,000 in non-voting
preferred stock of GWS. The Companys total
36
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
6. |
INVESTMENTS (Continued) |
investment in GWS was $3,000,000 as of December 31, 2005
and 2004. A director of Vicor is founder, president and a
shareholder of GWS. GWS is majority owned and controlled by an
unrelated company. In addition to the investment, the Company
and GWS have entered into a cross-license agreement and the
Company purchases certain components from GWS. Revenues under
the cross-license agreement and purchases from GWS were not
significant in 2005, 2004 or 2003.
The Company considered the requirements of FASB Interpretation
No. 46 (revised December 2003), Consolidation of
Variable Interest Entities (FIN 46R), in accounting
for the additional investments in GWS, and determined that GWS
is not a variable interest entity. As a result, the Company has
accounted for the investment under Accounting Principles Board
Opinion No. 18, The Equity Method for Accounting for
Investments in Common Stock (APB 18), as a cost
method investment as management believes it does not have
significant influence over GWS. The investment in GWS is
included in other assets in the accompanying consolidated
balance sheets. The Company periodically evaluates whether any
indicators of impairment surrounding the GWS investment are
present and, if so, consider whether any adjustments to the
carrying value of the investments in GWS should be recorded.
The Company does not believe there is any impairment to the
carrying value of this investment as of December 31, 2005.
|
|
7. |
GOODWILL AND OTHER INTANGIBLE ASSETS |
The Company accounts for goodwill and other intangible assets
under Statement of Financial Accounting Standards No. 142
Goodwill and Other Intangible Assets (FAS 142).
Under FAS 142, goodwill and indefinite lived intangible
assets are not amortized but are tested for impairment at least
annually at the reporting unit level. The Company reassessed the
carrying value of its goodwill of approximately $2,000,000
related to the operations of one of its subsidiaries, VJCL,
during the fourth quarter of fiscal 2005 as required by the
provisions of FAS 142, and determined that there was no
impairment to the carrying value. The Company has no other
goodwill on the balance sheet at December 31, 2005 and 2004.
Patent costs, which are included in other assets in the
accompanying balance sheets, were as follows, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Patent costs
|
|
$ |
5,701 |
|
|
$ |
5,362 |
|
Less accumulated amortization
|
|
|
2,429 |
|
|
|
2,390 |
|
|
|
|
|
|
|
|
|
|
$ |
3,272 |
|
|
$ |
2,972 |
|
|
|
|
|
|
|
|
Amortization expense was approximately $292,000, $564,000 and
$586,000 in 2005, 2004 and 2003, respectively. The estimated
amortization expense for the next five years is as follows (in
thousands):
|
|
|
|
|
Year |
|
|
|
|
|
2006
|
|
$ |
339 |
|
2007
|
|
|
321 |
|
2008
|
|
|
311 |
|
2009
|
|
|
310 |
|
2010
|
|
|
306 |
|
37
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Product warranty activity for the years ended December 31,
2005, 2004 and 2003 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Balance at the beginning of the period
|
|
$ |
1,042 |
|
|
$ |
1,268 |
|
|
$ |
1,379 |
|
Accruals for warranties for products sold in the period
|
|
|
173 |
|
|
|
301 |
|
|
|
609 |
|
Fulfillment of warranty obligations
|
|
|
(180 |
) |
|
|
(120 |
) |
|
|
(345 |
) |
Revisions of estimated obligations
|
|
|
(280 |
) |
|
|
(407 |
) |
|
|
(375 |
) |
|
|
|
|
|
|
|
|
|
|
Balance at the end of the period
|
|
$ |
755 |
|
|
$ |
1,042 |
|
|
$ |
1,268 |
|
|
|
|
|
|
|
|
|
|
|
In November 2000, the Board of Directors of the Company
authorized the repurchase of up to $30,000,000 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. In 2005 and 2004, the Company spent $5,544,000 and
$1,088,000, respectively, in the repurchase of 452,200 and
111,300 shares, respectively, of its Common Stock under the
November 2000 Plan. At December 31, 2005, the Company had
approximately $19,376,000 remaining under the plan.
Each share of Common Stock entitles the holder thereof to one
vote on all matters submitted to the stockholders. Each share of
Class B Common Stock entitles the holder thereof to ten
votes on all such matters.
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 June 24, 2005, the Companys Board of Directors
approved an annual cash dividend for 2005 of $.12 per share
of the Companys stock. The total dividend of approximately
$5,025,000 was paid on August 31, 2005 to shareholders of
record at the close of business on August 11, 2005.
On February 4, 2006, the Companys Board of Directors
approved a cash dividend of $.12 per share payable on
March 20, 2006 to shareholders of record at the close of
business on February 28, 2006. The Board of Directors
anticipates reviewing its dividend policy on a semi-annual basis.
During 2005, a total of 377,298 shares of Common Stock were
issued upon the exercise of stock options, and
12,148 shares of Class B Common Stock were converted
into 12,148 shares of Common Stock.
At December 31, 2005, there were 17,726,563 shares of
Vicor Common Stock reserved for issuance under Vicor stock
options and upon conversion of Class B Common Stock.
38
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
10. |
OTHER INCOME (EXPENSE), NET |
The major components of the other income (expense), net were as
follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Interest income
|
|
$ |
3,124 |
|
|
$ |
1,764 |
|
|
$ |
1,514 |
|
Minority interest in net income of subsidiaries
|
|
|
(807 |
) |
|
|
(527 |
) |
|
|
(512 |
) |
Foreign currency (losses) gains
|
|
|
(771 |
) |
|
|
268 |
|
|
|
607 |
|
Other than temporary decline in Scipher plc investment
|
|
|
|
|
|
|
(70 |
) |
|
|
(470 |
) |
Loss on disposal of equipment
|
|
|
(41 |
) |
|
|
(47 |
) |
|
|
(356 |
) |
Other
|
|
|
(5 |
) |
|
|
244 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,500 |
|
|
$ |
1,632 |
|
|
$ |
812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
11. |
EMPLOYEE BENEFIT PLANS |
Under the Companys Amended and Restated 2000 Stock Option
and Incentive Plan (the 2000 Plan), the Board of
Directors or the Compensation Committee 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.
Under the 1998 Plan, the Board of Directors or the Compensation
Committee 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. 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 2,000,000 shares of Common Stock were reserved for
issuance under the 1998 Plan. The period of time during which an
option may be exercised and the vesting periods will be
determined by the Compensation Committee. The term of each
option may not exceed ten years from the date of grant.
Under the 1993 Plan, the Board of Directors or the Compensation
Committee may grant stock options to employees and non-employee
directors to purchase shares of Common Stock at a price at least
equal to the fair market value per share of the outstanding
Common Stock at the time the option is granted. Both incentive
stock options intended to qualify under Section 422 of the
Internal Revenue Code and non-qualified stock options have been
authorized to be granted. Incentive stock options may be granted
to employees, including employees who are directors of the
Company, and non-qualified options may be granted to non-
39
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
11. |
EMPLOYEE BENEFIT PLANS (Continued) |
employee directors. A total of 4,000,000 shares of Common
Stock were reserved for issuance under the 1993 Plan. Stock
options are typically granted with vesting periods and become
exercisable over various periods of time, ranging from six
months to five years from the date of grant, and expire over
various periods of time, ranging from one to ten years from the
date of grant.
Under the Companys 1984 Stock Option Plan, as amended (the
1984 Plan), the Board of Directors or the
Compensation Committee granted stock options to employees to
purchase shares of Common Stock at a price at least equal to the
fair market value per share of the outstanding Common Stock at
the time the option was granted. Stock options under the 1984
Plan were typically granted with vesting periods and became
exercisable over various periods of time, ranging from six
months to five years from the date of grant, and expire over
various periods of time, ranging from one to thirteen years from
the date of grant. In connection with the adoption and approval
of the 1993 Plan, the Board of Directors terminated the granting
of options under the 1984 Plan.
Activity as to Vicor stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Outstanding at beginning of year
|
|
|
3,035,350 |
|
|
|
3,809,603 |
|
|
|
4,552,749 |
|
|
Granted
|
|
|
78,160 |
|
|
|
63,880 |
|
|
|
112,620 |
|
|
Forfeited and expired
|
|
|
(475,964 |
) |
|
|
(595,046 |
) |
|
|
(707,144 |
) |
|
Exercised
|
|
|
(377,298 |
) |
|
|
(243,087 |
) |
|
|
(148,622 |
) |
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
2,260,248 |
|
|
|
3,035,350 |
|
|
|
3,809,603 |
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
1,918,674 |
|
|
|
2,385,819 |
|
|
|
2,653,481 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average exercise price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year
|
|
$ |
18.04 |
|
|
$ |
18.28 |
|
|
$ |
18.84 |
|
|
Granted
|
|
$ |
14.04 |
|
|
$ |
13.58 |
|
|
$ |
8.93 |
|
|
Forfeited and expired
|
|
$ |
23.78 |
|
|
$ |
22.55 |
|
|
$ |
23.29 |
|
|
Exercised
|
|
$ |
9.47 |
|
|
$ |
9.65 |
|
|
$ |
5.21 |
|
|
Outstanding at end of year
|
|
$ |
18.14 |
|
|
$ |
18.04 |
|
|
$ |
18.28 |
|
|
Exercisable at end of year
|
|
$ |
19.30 |
|
|
$ |
19.44 |
|
|
$ |
19.31 |
|
Price range per share of outstanding options
|
|
$ |
5.98-54.50 |
|
|
$ |
5.98-54.50 |
|
|
$ |
5.98-54.50 |
|
|
|
|
|
|
|
|
|
|
|
Price range per share of options granted
|
|
$ |
9.99-16.91 |
|
|
$ |
10.00-18.09 |
|
|
$ |
5.98-11.59 |
|
|
|
|
|
|
|
|
|
|
|
Price range per share of options exercised
|
|
$ |
5.98-16.43 |
|
|
$ |
5.98-17.63 |
|
|
$ |
1.83-11.00 |
|
|
|
|
|
|
|
|
|
|
|
Available for grant at end of year
|
|
|
3,611,363 |
|
|
|
3,213,559 |
|
|
|
2,683,793 |
|
|
|
|
|
|
|
|
|
|
|
40
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
11. |
EMPLOYEE BENEFIT PLANS (Continued) |
The following table summarizes information about Vicor stock
options outstanding as of December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Prices | |
|
|
| |
|
|
$5.98-$12.06 | |
|
$12.29-$16.43 | |
|
$16.46-$28.25 | |
|
$28.44-$54.50 | |
|
|
| |
|
| |
|
| |
|
| |
Options Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number Outstanding
|
|
|
715,517 |
|
|
|
612,583 |
|
|
|
684,749 |
|
|
|
247,399 |
|
Weighted-Average Remaining Contractual Life
|
|
|
3.51 |
|
|
|
2.83 |
|
|
|
3.37 |
|
|
|
2.69 |
|
Weighted-Average Exercise Price
|
|
$ |
10.01 |
|
|
$ |
15.22 |
|
|
$ |
21.68 |
|
|
$ |
39.04 |
|
Options Exercisable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number Exercisable
|
|
|
535,667 |
|
|
|
505,451 |
|
|
|
635,118 |
|
|
|
242,438 |
|
Weighted-Average Exercise Price
|
|
$ |
10.81 |
|
|
$ |
15.45 |
|
|
$ |
21.97 |
|
|
$ |
39.11 |
|
Under the Picor Corporation 2001 Stock Option and Incentive Plan
(the 2001 Picor Plan), the Board of Directors of
Picor Corporation (Picor) may grant stock incentive
awards based on the Picor Common Stock, including stock options,
restricted stock or unrestricted stock. Awards may be granted to
employees and other key persons, including non-employee
directors and full or part-time officers. Incentive stock
options may be granted to employees at a price at least equal to
the fair market value per share of the Picor Common Stock, based
on judgments made by the Company, on the date of grant. A total
of 10,000,000 shares of Picor Common Stock have been
reserved for issuance under the 2001 Picor Plan. The period of
time during which an option may be exercised and the vesting
periods are determined by the Picor Board of Directors. The term
of each option may not exceed ten years from the date of grant.
41
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
11. |
EMPLOYEE BENEFIT PLANS (Continued) |
Activity as to Picor stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Outstanding at beginning of year
|
|
|
3,290,000 |
|
|
|
2,782,820 |
|
|
|
3,162,000 |
|
|
Granted
|
|
|
212,000 |
|
|
|
577,200 |
|
|
|
1,404,340 |
|
|
Forfeited and expired
|
|
|
(60,000 |
) |
|
|
(70,020 |
) |
|
|
(1,783,520 |
) |
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of year
|
|
|
3,442,000 |
|
|
|
3,290,000 |
|
|
|
2,782,820 |
|
|
|
|
|
|
|
|
|
|
|
Exercisable at end of year
|
|
|
1,683,280 |
|
|
|
1,049,280 |
|
|
|
518,400 |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average exercise price:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year
|
|
$ |
.43 |
|
|
$ |
.36 |
|
|
$ |
.25 |
|
|
Granted
|
|
$ |
.75 |
|
|
$ |
.75 |
|
|
$ |
.47 |
|
|
Forfeited and expired
|
|
$ |
.25 |
|
|
$ |
.31 |
|
|
$ |
.25 |
|
|
Exercised
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Outstanding at end of year
|
|
$ |
.45 |
|
|
$ |
.43 |
|
|
$ |
.36 |
|
|
Exercisable at end of year
|
|
$ |
.36 |
|
|
$ |
.31 |
|
|
$ |
.25 |
|
Price range per share of outstanding options
|
|
$ |
.25-.75 |
|
|
$ |
.25-.75 |
|
|
$ |
.25-.75 |
|
|
|
|
|
|
|
|
|
|
|
Price range per share of options granted
|
|
$ |
.75 |
|
|
$ |
.75 |
|
|
$ |
.25-.75 |
|
|
|
|
|
|
|
|
|
|
|
Price range per share of options exercised
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Available for grant at end of year
|
|
|
6,558,000 |
|
|
|
6,710,000 |
|
|
|
7,217,180 |
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about Picor stock
options outstanding as of December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Prices | |
|
|
| |
|
|
$.25 | |
|
$.75 | |
|
|
| |
|
| |
Options Outstanding:
|
|
|
|
|
|
|
|
|
Number Outstanding
|
|
|
2,054,400 |
|
|
|
1,387,600 |
|
Weighted-Average Remaining Contractual Life
|
|
|
6.39 |
|
|
|
8.22 |
|
Options Exercisable:
|
|
|
|
|
|
|
|
|
Number Exercisable
|
|
|
1,328,160 |
|
|
|
355,120 |
|
All Picor share and per share data have been restated to reflect
a four-for-one stock split of Picor Common Stock effected in the
form of a stock dividend and authorized by the Picor Board of
Directors on March 6, 2006.
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
42
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
11. |
EMPLOYEE BENEFIT PLANS (Continued) |
currently vest at a rate of 20% per year based upon years
of service. The Companys contribution to the plan was
approximately $622,000, $628,000 and $640,000 in 2005, 2004 and
2003, respectively.
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. At
December 31, 2005, 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.
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, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$ |
4,767 |
|
|
$ |
8,341 |
|
|
Inventory reserves
|
|
|
4,351 |
|
|
|
3,148 |
|
|
Research and development tax credit carryforwards
|
|
|
2,451 |
|
|
|
1,965 |
|
|
Investment tax credit carryforwards
|
|
|
1,493 |
|
|
|
1,539 |
|
|
Vacation accrual
|
|
|
1,019 |
|
|
|
879 |
|
|
Scipher investment basis difference
|
|
|
824 |
|
|
|
824 |
|
|
Bad debt reserves
|
|
|
236 |
|
|
|
187 |
|
|
Warranty reserve
|
|
|
206 |
|
|
|
322 |
|
|
Other
|
|
|
616 |
|
|
|
509 |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
15,963 |
|
|
|
17,714 |
|
|
|
Less: Valuation allowance for deferred tax assets
|
|
|
(8,050 |
) |
|
|
(7,213 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
|
7,913 |
|
|
|
10,501 |
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
(6,279 |
) |
|
|
(9,596 |
) |
|
Patent amortization
|
|
|
(1,347 |
) |
|
|
(1,165 |
) |
|
Other
|
|
|
(786 |
) |
|
|
(416 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(8,412 |
) |
|
|
(11,177 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities
|
|
$ |
(499 |
) |
|
$ |
(676 |
) |
|
|
|
|
|
|
|
The Company has assessed the need for a valuation allowance
against its deferred tax assets and concluded that a valuation
allowance for a portion of the deferred tax assets is warranted
at December 31, 2005 and 2004. In reaching this conclusion,
the Company evaluated all relevant criteria including the
existence of temporary differences reversing in the carryforward
period, primarily depreciation. The valuation allowance against
these deferred tax assets may require adjustment in the future
based on changes in the mix of temporary differences, changes in
tax laws, and operating performance.
43
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
12. |
INCOME TAXES (Continued) |
For financial reporting purposes, income (loss) before income
taxes includes the following components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Domestic
|
|
$ |
5,073 |
|
|
$ |
(3,311 |
) |
|
$ |
(24,357 |
) |
Foreign
|
|
|
(193 |
) |
|
|
908 |
|
|
|
(534 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,880 |
|
|
$ |
(2,403 |
) |
|
$ |
(24,891 |
) |
|
|
|
|
|
|
|
|
|
|
Significant components of the provision (benefit) for income
taxes are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$ |
942 |
|
|
$ |
1,075 |
|
|
$ |
248 |
|
|
Foreign
|
|
|
75 |
|
|
|
185 |
|
|
|
|
|
|
State
|
|
|
80 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,097 |
|
|
|
1,320 |
|
|
|
248 |
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(133 |
) |
|
|
|
|
|
|
(5,604 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
964 |
|
|
$ |
1,320 |
|
|
$ |
(5,356 |
) |
|
|
|
|
|
|
|
|
|
|
The reconciliation of the federal statutory rate to the
effective income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
|
2003 | |
|
|
| |
|
| |
|
| |
Statutory federal tax rate
|
|
|
35.0 |
% |
|
|
(35.0 |
)% |
|
|
(35.0 |
)% |
State income taxes, net of federal income tax benefit
|
|
|
2.5 |
|
|
|
(1.8 |
) |
|
|
(3.5 |
) |
Alternative minimum tax
|
|
|
5.5 |
|
|
|
1.6 |
|
|
|
0.2 |
|
Meals and entertainment expense
|
|
|
2.9 |
|
|
|
5.5 |
|
|
|
0.6 |
|
Foreign income taxes
|
|
|
2.3 |
|
|
|
2.1 |
|
|
|
|
|
Foreign Sales Corporation/ ETI benefit
|
|
|
(11.5 |
) |
|
|
|
|
|
|
(1.5 |
) |
Reduction in tax reserves
|
|
|
(7.3 |
) |
|
|
|
|
|
|
|
|
Other
|
|
|
0.1 |
|
|
|
|
|
|
|
0.8 |
|
(Decrease) increase in valuation allowance
|
|
|
(9.7 |
) |
|
|
82.5 |
|
|
|
16.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.8 |
% |
|
|
54.9 |
% |
|
|
(21.5 |
)% |
|
|
|
|
|
|
|
|
|
|
Tax provisions in 2005 and 2004 have been provided for federal
and state taxes for certain minority-owned subsidiaries that are
not part of the Companys consolidated income tax returns,
for the federal alternative minimum tax and for estimated income
taxes due in various state and international taxing
jurisdictions. In the third quarter of 2005, the Company reduced
its tax reserves by $770,000 due to closing tax periods in
certain jurisdictions, offset by an increase in reserves during
the year of approximately $412,000 for potential liabilities.
During the third quarter of 2004, the Company provided
additional tax expense for potential liabilities related to
certain jurisdictions under examination aggregating $950,000,
partially offset by a reduction in the tax reserves for certain
jurisdictions due to tax periods closing aggregating $650,000.
44
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
12. |
INCOME TAXES (Continued) |
During the fourth quarter of 2003, the Company revised its
estimate of the effective tax rate for the year and recorded a
tax benefit for a portion of the net operating losses generated
in 2003. Such benefit was provided as it is more likely than not
that a portion of deferred tax assets related to the net
operating losses will be realized. In reaching this conclusion,
the Company evaluated all relevant criteria including the
existence of temporary differences reversing in the carryforward
period, primarily depreciation. As a result, the effective tax
rate was revised to an estimated tax benefit of 21.5% and,
accordingly, an income tax benefit was recorded in the fourth
quarter of 2003 of approximately $5,107,000.
The research and development tax credit carryforwards expire
beginning in 2015 for state purposes and 2023 for federal
purposes. The federal and state net operating losses of
approximately $11,500,000 expire beginning in 2023 and 2006,
respectively, of which the Company has benefited approximately
$4,200,000.
The Company operates in numerous taxing jurisdictions and is,
therefore, subject to a variety of income and related taxes. The
Company has provided for potential tax liabilities due in
various jurisdictions which it judges to be probable and
reasonably estimable in accordance with Statement of Financial
Accounting Standards No. 5 Accounting for
Contingencies. Judgment is required in determining the
income tax expense and related tax liabilities. In the ordinary
course of business, there are transactions and calculations
where the ultimate tax outcome is uncertain. The Company
believes it has reasonably estimated its accrued taxes for all
jurisdictions for all open tax periods. The Company periodically
assesses the adequacy of its tax and related accruals on a
quarterly basis and adjusts appropriately as events warrant and
open tax periods close. It is possible that the final tax
outcome of these matters will be different from
managements estimate reflected in the income tax
provisions and accrued taxes. Such differences could have a
material impact on the Companys income tax provision and
operating results in the period in which such determination is
made.
The Company recently underwent an audit of its federal tax
returns for tax periods 1994 through 2002 by the Internal
Revenue Service (IRS). The conclusions reached by
the IRS based on their audit have been agreed to by the Joint
Committee on Taxation of the U.S. Department of the
Treasury. While the Company is awaiting the final audit
assessment from the IRS, it believes that its tax accruals are
adequate to cover the ultimate assessment.
|
|
13. |
COMMITMENTS AND CONTINGENCIES |
The Company leases certain of its office, warehousing and
manufacturing space. The future minimum rental commitments under
noncancelable operating leases with remaining terms in excess of
one year are as follows (in thousands):
|
|
|
|
|
Year |
|
|
|
|
|
2006
|
|
$ |
1,161 |
|
2007
|
|
|
805 |
|
2008
|
|
|
536 |
|
2009
|
|
|
242 |
|
2010 and thereafter
|
|
|
71 |
|
Rent expense was approximately $1,420,000, $1,346,000 and
$1,279,000 in 2005, 2004 and 2003, respectively. The Company
also pays executory costs such as taxes, maintenance and
insurance.
In addition, the Company has a contract with a third-party to
supply nitrogen for its manufacturing and research and
development activities. Under the contract, the Company is
obligated to pay a minimum of $280,000 annually, subject to
semi-annual price adjustments, through March 2015.
Vicor and VLT, Inc. (VLT), a wholly owned subsidiary
of the Company, are pursuing Reset Patent infringement claims
directly against Artesyn Technologies, Lucent Technologies and
Tyco Electronics Power
45
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
13. |
COMMITMENTS AND CONTINGENCIES (Continued) |
Systems, Inc. in the United States District Court in Boston,
Massachusetts. The lawsuit against Lucent was filed in May 2000
and in April 2001, the Company added Tyco Electronics as a
defendant in that lawsuit. The lawsuit against Artesyn was filed
in February 2001. In January 2003, the District Court issued a
pre-trial decision in each of these patent infringement lawsuits
relating to claim construction of the Reset Patent. The District
Courts decisions rejected assertions that the Reset Patent
claims are invalid for indefiniteness; and affirmed Vicors
interpretation of several terms used in the Reset Patent claims.
However, the District Court adopted interpretations of certain
terms of the Reset Patent claims that are contrary to
Vicors position. On May 24, 2004, the United States
Court of Appeals for the Federal Circuit affirmed the decisions
issued in January 2003 by the District Court. Vicor believes
that the District Courts decisions, and the affirmation of
these decisions by the Federal Circuit, strengthens its position
regarding validity of the patent, but reduces the cumulative
amount of infringing power supplies and the corresponding amount
of potential damages. The Federal Circuit has referred the
proceedings back to the District Court for trials on validity of
the Reset Patent and infringement and damages by Lucent, Tyco
and Artesyn.
In the second quarter of 2005, the Company entered into a
settlement agreement with Lambda Americas, Inc., successor to
Lambda Electronics, Inc., under which the Company received a
payment of $2,500,000 in full settlement of the Companys
Reset Patent claims against Lambda and which settled the lawsuit
that the Company had filed against Lambda in June 2001. The full
amount of the payment, net of a $250,000 contingency fee paid by
the Company to its litigation counsel, has been included in gain
from litigation-related settlement, net in the accompanying
consolidated statements of operations. The District Court has
not yet set dates for the remaining trials. There can be no
assurance that Vicor and VLT will ultimately prevail with
respect to any of these claims or, if they prevail, as to the
amount of damages that would be awarded.
In May 2004, Ericsson Wireless Communications, Inc. v.
Vicor Corporation was filed in Superior Court of the State of
California, County of San Diego. The plaintiff has brought
an action against the Company claiming unspecified damages for
failure of out-of warranty products previously purchased by it
from the Company. In November 2004, Ericsson filed a First
Amended Complaint adding claims against Exar Corporation, a
former vendor of the Company. The Company filed cross-claims
against Exar, and third-party claims against Rohm Device USA,
LLC and Rohm Co., Ltd., the original manufacturer(s) of the
component which Exar sold to the Company. The Company has denied
the claims made against it and intends to vigorously defend the
claims made against it.
On March 4, 2005, Exar filed a declaratory judgment action
against Vicor in the Superior Court of the State of California,
County of Santa Clara, in which Exar seeks a declaration by
the Court that Exar is not obligated to reimburse or indemnify
Vicor for any claims brought against Vicor for alleged damages
incurred as a result of the use of Exar components in Vicor
products. The Company has brought cross-claims against Exar, and
third-party claims against Rohm Device USA, LLC and Rohm Co.,
Ltd., for declaratory judgment. The Company intends to
vigorously assert its cross-claims against Exar.
On August 18, 2005, the Company filed an action in The
Superior Court of the Commonwealth of Massachusetts, County of
Essex (the Court) against Concurrent Computer
Corporation (Concurrent) in response to a demand
made by Concurrent in connection with breach of contract and
breach of product warranty claims against the Company. On
September 22, 2005, Concurrent filed a Demand For
Arbitration with The American Arbitration Association.
Concurrent is seeking $1,500,000 in replacement costs, plus
incidental, consequential and any other damages to be
determined. On March 8, 2006 the Court allowed
Concurrents motion to compel arbitration. The Company has
denied the claims made against it and intends to vigorously
defend the claims made against it.
In addition, the Company is involved in certain other litigation
and claims incidental to the conduct of its business. While the
outcome of lawsuits and claims against the Company cannot be
predicted with certainty,
46
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
13. |
COMMITMENTS AND CONTINGENCIES (Continued) |
management does not expect any current litigation or claims to
have a material adverse impact on the Companys financial
position or results of operations.
Statement of Financial Accounting Standards No. 131,
Disclosures about Segments of an Enterprise and Related
Information (FAS 131), establishes standards for
reporting information regarding operating segments in annual
financial statements and requires selected information of those
segments to be presented in interim financial reports issued to
stockholders. Operating segments are identified as components of
an enterprise about which separate discrete financial
information is available for evaluation by the chief operating
decision-maker, or decision-making group, in making decisions on
how to allocate resources and assess performance. The
Companys chief decision maker, as defined under
FAS 131, is the chief executive officer. The Company
operates in one industry segment: the development, manufacture
and sale of power conversion components and systems. During
2005, 2004 and 2003, no customer accounted for more than 10% of
net revenues. Export sales, as a percentage of total net
revenues, were approximately 42%, 41% and 38% in 2005, 2004 and
2003, respectively. Export sales and receipts are recorded and
received in U.S. dollars.
47
VICOR CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
|
|
15. |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) |
The following table sets forth certain unaudited quarterly
financial data (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$ |
43,180 |
|
|
$ |
44,579 |
|
|
$ |
45,298 |
|
|
$ |
46,294 |
|
|
$ |
179,351 |
|
|
Gross profit
|
|
|
17,045 |
|
|
|
15,579 |
|
|
|
19,014 |
|
|
|
19,769 |
|
|
|
71,407 |
|
|
Net income
|
|
|
39 |
|
|
|
89 |
|
|
|
1,708 |
|
|
|
2,080 |
|
|
|
3,916 |
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
.00 |
|
|
|
.00 |
|
|
|
.04 |
|
|
|
.05 |
|
|
|
.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$ |
42,521 |
|
|
$ |
45,374 |
|
|
$ |
43,048 |
|
|
$ |
40,637 |
|
|
$ |
171,580 |
|
|
Gross profit
|
|
|
15,000 |
|
|
|
17,380 |
|
|
|
16,231 |
|
|
|
14,677 |
|
|
|
63,288 |
|
|
Net income (loss)
|
|
|
(1,190 |
) |
|
|
61 |
|
|
|
(572 |
) |
|
|
(2,022 |
) |
|
|
(3,723 |
) |
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
|
(.03 |
) |
|
|
.00 |
|
|
|
(.01 |
) |
|
|
(.05 |
) |
|
|
(.09 |
) |
48
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 Vicors Chief Executive Officer
(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. Part II, Item 9A(e)
of this Form 10-K
sets forth the report of Ernst & Young LLP, our
independent registered public accounting firm, regarding its
audit of Vicors internal control over financial reporting
and of managements assessment of internal control over
financial reporting set forth below in this section. This
section should be read in conjunction with the certifications
and the Ernst & Young report for a more complete
understanding of the topics presented.
|
|
(a) |
Evaluation of disclosure controls and procedures. |
As required by
Rule 13a-15 under
the Exchange Act, the Companys management conducted an
evaluation with the participation of the Companys CEO and
CFO, regarding the effectiveness of the Companys
disclosure controls and procedures, as of the end of the last
fiscal year. In designing and evaluating the Companys
disclosure controls and procedures, the Company and its
management recognize that any controls and procedures, no matter
how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in
evaluating and implementing possible controls and procedures.
Based upon that evaluation, the CEO and CFO concluded that they
believe the Companys disclosure controls and procedures
are reasonably effective to ensure that information required to
be disclosed by the Company in the reports it files or submits
under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and
Exchange 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) |
Management Report on Internal Control Over Financial
Reporting |
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting to provide
reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting
includes those policies and procedures that (i) pertain to
the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the
assets of the Company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company;
and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or
disposition of the Companys assets that could have a
material effect on the financial statements.
Management assessed our internal control over financial
reporting as of December 31, 2005, 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. 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.
49
Based on our assessment, management has concluded that our
internal control over financial reporting was effective as of
December 31, 2005 to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in
accordance with generally accepted accounting principles.
Our independent registered public accounting firm,
Ernst & Young LLP, audited managements assessment
and independently assessed the effectiveness of the
Companys internal control over financial reporting.
Ernst & Young has issued an attestation report which is
included at Item 9A(e) of this
Form 10-K.
|
|
(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) |
Change in Internal Control Over Financial Reporting |
There was no change in the Companys internal control over
financial reporting that occurred during the fiscal quarter
ended December 31, 2005 that has materially affected, or is
reasonably likely to materially affect, the Companys
internal control over financial reporting.
|
|
(e) |
Report of Independent Registered Public Accounting Firm |
50
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Vicor Corporation
We have audited managements assessment, included in the
accompanying Management Report on Internal Control Over
Financial Reporting, that Vicor Corporation maintained effective
internal control over financial reporting as of
December 31, 2005, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(the COSO criteria). Vicor Corporations management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility
is to express an opinion on managements assessment and an
opinion on the effectiveness of the companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, 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, managements assessment that Vicor
Corporation maintained effective internal control over financial
reporting as of December 31, 2005, is fairly stated, in all
material respects, based on the COSO criteria. Also, in our
opinion, Vicor Corporation maintained, in all material respects,
effective internal control over financial reporting as of
December 31, 2005, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Vicor Corporation as of
December 31, 2005 and 2004 and the related consolidated
statements of operations, stockholders equity and cash
flows for each of the three years in the period ended
December 31, 2005 of Vicor Corporation and our report dated
March 9, 2006 expressed an unqualified opinion thereon.
Boston, Massachusetts
March 9, 2006
51
ITEM 9B OTHER INFORMATION
None.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2006 annual meeting of stockholders.
ITEM 11 EXECUTIVE COMPENSATION
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2006 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 2006 annual meeting of stockholders.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2006 annual meeting of stockholders.
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND
SERVICES
Incorporated by reference from the Companys Definitive
Proxy Statement for its 2006 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.
52
(b) Exhibits
|
|
|
|
|
|
|
Exhibits |
|
|
|
Description of Document |
|
|
|
|
|
|
3 |
.1 |
|
|
|
Restated Certificate of Incorporation, dated February 28,
1990(1) |
|
3 |
.2 |
|
|
|
Certificate of Ownership and Merger Merging Westcor Corporation,
a Delaware Corporation, into Vicor Corporation, a Delaware
Corporation, dated December 3, 1990(1) |
|
3 |
.3 |
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated May 10, 1991(1) |
|
3 |
.4 |
|
|
|
Certificate of Amendment of Restated Certificate of
Incorporation, dated June 23, 1992(1) |
|
3 |
.5 |
|
|
|
Bylaws, as amended(1) |
|
4 |
.1 |
|
|
|
Specimen Common Stock Certificate(2) |
|
10 |
.1 |
|
|
|
1984 Stock Option Plan of the Company, as amended(2) |
|
10 |
.2 |
|
|
|
1993 Stock Option Plan(3) |
|
10 |
.3 |
|
|
|
1998 Stock Option and Incentive Plan(4) |
|
10 |
.4 |
|
|
|
Amended and Restated 2000 Stock Option and Incentive Plan(5) |
|
10 |
.5 |
|
|
|
Form of Non-Qualified Stock Option under the Vicor Corporation
Amended and Restated 2000 Stock Option and Incentive Plan(6) |
|
10 |
.6 |
|
|
|
Sales Incentive Plan(7) |
|
10 |
.7 |
|
|
|
Picor Corporation 2001 Stock Option and Incentive Plan(8) |
|
10 |
.8 |
|
|
|
Form of Non-Qualified Stock Option under the Picor Corporation
2001 Stock Option and Incentive Plan(8) |
|
21 |
.1 |
|
|
|
Subsidiaries of the Company(8) |
|
23 |
.1 |
|
|
|
Consent of Independent Registered Public Accounting Firm(8) |
|
31 |
.1 |
|
|
|
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934(8) |
|
31 |
.2 |
|
|
|
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934(8) |
|
32 |
.1 |
|
|
|
Certification of Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(8) |
|
32 |
.2 |
|
|
|
Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002(8) |
|
|
(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. |
(8) Filed herewith.
53
VICOR CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2005, 2004 and 2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Credit) Charge | |
|
|
|
|
|
|
Balance at | |
|
to Costs and | |
|
Other Charges, | |
|
Balance at End | |
Description |
|
Beginning of Period | |
|
Expenses | |
|
Deductions(1) | |
|
of Period | |
|
|
| |
|
| |
|
| |
|
| |
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$ |
468,000 |
|
|
$ |
195,000 |
|
|
$ |
(28,000 |
) |
|
$ |
635,000 |
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$ |
807,000 |
|
|
$ |
(217,000 |
) |
|
$ |
(122,000 |
) |
|
$ |
468,000 |
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$ |
648,000 |
|
|
$ |
161,000 |
|
|
$ |
(2,000 |
) |
|
$ |
807,000 |
|
|
|
(1) |
Reflects uncollectible accounts written off, net of recoveries. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Credit) Charge | |
|
|
|
|
|
|
Balance at | |
|
to Costs and | |
|
Other Charges, | |
|
Balance at End | |
Description |
|
Beginning of Period | |
|
Expenses | |
|
Deductions(2) | |
|
of Period | |
|
|
| |
|
| |
|
| |
|
| |
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory reserves
|
|
$ |
7,844,000 |
|
|
$ |
4,777,000 |
|
|
$ |
(1,930,000 |
) |
|
$ |
10,691,000 |
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory reserves
|
|
$ |
8,051,000 |
|
|
$ |
1,079,000 |
|
|
$ |
(1,286,000 |
) |
|
$ |
7,844,000 |
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventory reserves
|
|
$ |
7,562,000 |
|
|
$ |
1,966,000 |
|
|
$ |
(1,477,000 |
) |
|
$ |
8,051,000 |
|
|
|
(2) |
Reflects amounts associated with inventory that have been
discarded or sold. |
54
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.
|
|
|
|
|
Mark A. Glazer |
|
Chief Financial Officer |
Dated: March 13, 2006
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 13, 2006 |
|
/s/ Mark A. Glazer
Mark A. Glazer |
|
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer) |
|
March 13, 2006 |
|
/s/ Estia J. Eichten
Estia J. Eichten |
|
Director |
|
March 13, 2006 |
|
/s/ David T. Riddiford
David T. Riddiford |
|
Director |
|
March 13, 2006 |
|
/s/ Jay M. Prager
Jay M. Prager |
|
Director |
|
March 13, 2006 |
|
/s/ Barry Kelleher
Barry Kelleher |
|
Director |
|
March 13, 2006 |
|
/s/ M. Michael Ansour
M. Michael Ansour |
|
Director |
|
March 13, 2006 |
|
/s/ Samuel Anderson
Samuel Anderson |
|
Director |
|
March 13, 2006 |
55
Exhibit 10.7
PICOR CORPORATION
2001 STOCK OPTION AND INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN: DEFINITIONS
The name of the plan is the Picor Corporation 2001 Stock Option and
Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable
the officers and directors of Picor Corporation (the "Company") and its
Subsidiaries upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company, thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Administrator" is defined in Section 2(a).
"Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards and Unrestricted Stock Awards.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the Committee of the Board referred to in Section 2.
"Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 13.
"Fair Market Value" of the Stock on any given date means the fair market
value of the Stock determined in good faith by the Administrator; provided,
however, that if the Stock is admitted to quotation on the National Association
of Securities Dealers Automated Quotation System ("NASDAQ"), NASDAQ National
System or a national securities exchange, the determination shall be made by
reference to market quotations. If there are no market quotations for such date,
the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if
the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on NASDAQ or on a national securities
exchange, the Fair Market Value shall be the "Price to the
Public" (or equivalent) set forth on the cover page for the final prospectus
relating to the Company's Initial Public Offering.
"Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.
"Initial Public Offering" means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective
registration statement under the Act covering the offer and sale by the Company
of its equity securities, or such other event as a result of or following which
the Stock shall be publicly held.
"Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
"Restricted Stock Award" means Awards granted pursuant to Section 6.
"Retirement" means the employee's termination of employment with the
Company and its Subsidiaries after attainment of the age of 62.5 years.
"Stock" means the Common Stock, par value $.01 per share, of the Company,
subject to adjustments pursuant to Section 3.
"Subsidiary" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities beginning with the
Company if each of the corporations or entities (other than the last corporation
or entity in the unbroken chain) owns stock or other interests possessing 50
percent or more of the economic interest or the total combined voting power of
all classes of stock or other interests in one of the other corporations or
entities in the chain.
"Transaction" is defined in Section 3(c).
"Unrestricted Stock Award" means any Award granted pursuant to Section 7.
SECTION 2. ADMINISTRATION OF THE PLAN: ADMINISTRATOR AUTHORITY TO SELECT
PARTICIPANTS AND DETERMINE AWARDS
(a) Committee. The Plan shall be administered by either the Board or, at
the discretion of the Board, a committee of the Board comprised, except as
contemplated by Section 2(c), of not less than two directors (in either case,
the "Administrator").
(b) Powers of Administrator. The Administrator shall have the power and
authority to grant Awards consistent with the terms of the Plan, including the
power and authority:
2
(i) to select the individuals to whom Awards may from time to time be
granted;
(ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock
Awards, Unrestricted Stock Awards or any combination of the foregoing, granted
to any one or more participants;
(iii) to determine the number of shares of Stock to be covered by any
Award;
(iv) to determine and modify from time to time the terms and
conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Award, which terms and conditions may differ among individual Awards and
participants, and to approve the form of written instruments evidencing the
Awards;
(v) to accelerate at any time the exercisability or vesting of all or
any portion of any Award;
(vi) subject to the provisions of Section 5(a)(ii), to extend at any
time the period in which Stock Options may be exercised; and
(vii) at any time to adopt, alter and repeal such rules, guidelines
and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of
the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide
all disputes arising in connection with the Plan; and to otherwise supervise the
administration of the Plan.
Notwithstanding the foregoing, no Award shall be granted under the Plan
unless the recipient of such Award has executed and delivered a Stock
Restriction Agreement in substantially the form attached hereto as Exhibit A or
such other form as the Administrator may determine from time to time. All
decisions and interpretations of the Administrator shall be binding on all
persons, including the Company and Plan participants.
(c) Delegation of Authority to Grant Awards. The Administrator, in its
discretion, may delegate to the Chief Executive Officer of the Company all or
part of the Administrator's authority and duties with respect to the granting of
Awards at Fair Market Value to individuals who are not subject to the reporting
and other provisions of Section 16 of the Exchange Act or "covered employees"
within the meaning of Section 162(m) of the Code, and in the event of such
delegation, such Chief Executive Officer shall be deemed a one-person Committee
of the Board. Any such delegation by the Administrator shall include a
limitation as to the amount of Awards that may be granted during the period of
the delegation and shall contain guidelines as to the determination of the
exercise price of any Option, the conversion ratio or price of other Awards and
the vesting criteria. The Administrator may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Administrator's delegate or delegates that were consistent with the terms of
the Plan.
3
(d) Indemnification. Neither the Board nor the Administrator, nor any
member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan, and the members of the Board and Committee (and any delegate
thereof) shall be entitled in all cases to indemnification and reimbursement by
the Company in respect of any claim, loss, damage, judgment, settlement or
expense (including, without limitation, reasonable attorneys' fees) arising or
resulting therefrom to the fullest extent permitted by law and/or under any
directors' and officers' liability insurance coverage which may be in effect
from time to time.
SECTION 3. STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION
(a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 10,000,000 shares, subject to
adjustment as provided in Section 3(b). For purposes of this limitation, the
shares of Stock underlying any Awards which are forfeited, canceled, reacquired
by the Company, satisfied without the issuance of Stock or otherwise terminated
(other than by exercise) shall be added back to the shares of Stock available
for issuance under the Plan. Subject to such overall limitation, shares of Stock
may be issued up to such maximum number pursuant to any type or types of Award;
provided, however, that from and after the date on which the Company becomes
subject to the deduction limit imposed by Section 162(m) of the Code, Stock
Options with respect to no more than 1,600,000 shares of Stock may be granted to
any one individual participant during any one calendar year period. The shares
available for issuance under the Plan may be authorized but unissued shares of
Stock or shares of Stock reacquired by the Company and held in its treasury.
(b) Changes in Stock. If, as a result of any reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar change in the Company's capital stock, the outstanding
shares of Stock are increased or decreased or are exchanged for a different
number or kind of shares or other securities of the Company, or additional
shares or new or different shares or other securities of the Company or other
non-cash assets are distributed with respect to such shares of Stock or other
securities, the Administrator shall make an appropriate or proportionate
adjustment in (i) the maximum number of shares reserved for issuance under the
Plan, (ii) the number of Stock Options that can be granted to any one individual
participant, (iii) the number and kind of shares or other securities subject to
any then outstanding Awards under the Plan, and (iv) the price for each share
subject to any then outstanding Stock Options under the Plan, without changing
the aggregate exercise price (i.e., the exercise price multiplied by the number
of Stock Options) as to which such Stock Options remain exercisable. The
adjustment by the Administrator shall be final, binding and conclusive. No
fractional shares of Stock shall be issued under the Plan resulting from any
such adjustment, but the Administrator in its discretion may make a cash payment
in lieu of fractional shares.
The Administrator may also adjust the number of shares subject to
outstanding Awards and the exercise price and the terms of outstanding Awards to
take into consideration material changes in accounting practices or principles,
extraordinary dividends, acquisitions or dispositions of stock or property or
any other event if it is determined by the Administrator that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of an Incentive Stock Option, without
the consent of
4
the participant, if it would constitute a modification, extension or renewal of
the Option within the meaning of Section 424(h) of the Code.
(c) Mergers and Other Transactions. In the case of and subject to the
consummation of (i) the dissolution or liquidation of the Company, (ii) the sale
of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (iii) a merger, reorganization or
consolidation in which the holders of the Company's outstanding voting power
immediately prior to such transaction do not own a majority of the outstanding
voting power of the surviving or resulting entity immediately upon completion of
such transaction, (iv) the sale of all of the Stock of the Company to an
unrelated person or entity or (v) any other transaction in which the owners of
the Company's outstanding voting power prior to such transaction do not own at
least a majority of the outstanding voting power of the relevant entity after
the transaction (in each case, a "Transaction"), as of the effective date of
such Transaction, all Options that are not exercisable shall become fully
exercisable and all other Awards which are not vested shall become fully vested,
except as the Administrator may otherwise specify with respect to particular
Awards. Upon the effectiveness of the Transaction, the Plan and all outstanding
Options and other Awards granted hereunder shall terminate, unless provision is
made in connection with the Transaction for the assumption of Awards heretofore
granted, or the substitution of such Awards of new Awards of the successor
entity or parent thereof, with appropriate adjustment as to the number and kind
of shares and, if appropriate, the per share exercise prices, as provided in
Section 3(b) above. In the event of such termination, each optionee shall be
permitted to exercise for a period of at least 15 days prior to the date of such
termination all outstanding Options held by such optionee which are then
exercisable or become exercisable upon the effectiveness of the Transaction.
(d) Substitute Awards. The Administrator may grant Awards under the Plan in
substitution for stock and stock based awards held by employees of another
corporation who become employees of the Company or a Subsidiary as the result of
a merger or consolidation of the employing corporation with the Company or a
Subsidiary or the acquisition by the Company or a Subsidiary of property or
stock of the employing corporation. The Administrator may direct that the
substitute awards be granted on such terms and conditions as the Administrator
considers appropriate in the circumstances. Any substitute Awards granted under
the Plan shall not count against the share limitations set forth in Section
3(a).
SECTION 4. ELIGIBILITY
Participants in the Plan will be such full or part-time officers and other
employees and directors of the Company and its Subsidiaries who are responsible
for or contribute to the management, growth or profitability of the Company and
its Subsidiaries as are selected from time to time by the Administrator in its
sole discretion.
SECTION 5. STOCK OPTIONS
Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.
5
Stock Options granted under the Plan may be either Incentive Stock Options
or Non-Qualified Stock Options. Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code. To the extent that any Option
does not qualify as an Incentive Stock Option, it shall be deemed a
Non-Qualified Stock Option.
No Incentive Stock Option shall be granted under the Plan after November
21, 2011.
(a) Stock Options Granted to Employees and Key Persons. The Administrator
in its discretion may grant Stock Options to eligible employees and key persons
of the Company or any Subsidiary. Stock Options granted pursuant to this Section
5(a) shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Administrator shall deem desirable. If the Administrator so
determines, Stock Options may be granted in lieu of cash compensation at the
participant's election, subject to such terms and conditions as the
Administrator may establish, as well as in addition to other compensation.
(i) Exercise Price. The exercise price per share for the Stock covered
by a Stock Option granted pursuant to this Section 5(a) shall be determined by
the Administrator at the time of grant but shall not be less than 100 percent of
the Fair Market Value on the date of grant in the case of Incentive Stock
Options. If an employee owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10 percent of the combined voting
power of all classes of stock of the Company or any parent or subsidiary
corporation and an Incentive Stock Option is granted to such employee, the
option price of such Incentive Stock Option shall be not less than 110 percent
of the Fair Market Value on the grant date.
(ii) Option Term. The term of each Stock Option shall be fixed by the
Administrator, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 424(d) of the Code) more than
10 percent of the combined voting power of all classes of stock of the Company
or any parent or subsidiary corporation and an Incentive Stock Option is granted
to such employee, the term of such option shall be no more than five years from
the date of grant.
(iii) Exercisability; Rights of a Stockholder. Stock Options shall
become exercisable at such time or times, whether or not in installments, as
shall be determined by the Administrator at or after the grant date; provided,
however, that Stock Options granted in lieu of compensation shall be exercisable
in full as of the grant date. The Administrator may at any time accelerate the
exercisability of all or any portion of any Stock Option. An optionee shall have
the rights of a stockholder only as to shares acquired upon the exercise of a
Stock Option and not as to unexercised Stock Options.
(iv) Method of Exercise. Stock Options may be exercised in whole or in
part, by giving written notice of exercise to the Company, specifying the number
of shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods to the extent provided in the Option Award
agreement:
6
(A) In cash, by certified or bank check or other instrument
acceptable to the Administrator;
(B) If approved by the Administrator, through the delivery (or
attestation to the ownership) of shares of Stock that are not then subject
to restrictions under any Company plan and that have been beneficially
owned by the optionee for at least six months or have been purchased by the
participant on the open market. Such surrendered shares shall be valued at
Fair Market Value on the exercise date;
(C) If approved by the Administrator, by the optionee delivering
to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company for the purchase
price; provided that in the event the optionee chooses to pay the purchase
price as so provided, the optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements
as the Administrator shall prescribe as a condition of such payment
procedure; or
(D) By the optionee delivering to the Company a promissory note
if the Board has unanimously authorized the loan of funds to the optionee
for the purpose of enabling or assisting the optionee to effect the
exercise of his Stock Option; provided that at least so much of the
exercise price as represents the par value of the Stock shall be paid other
than with a promissory note.
Payment instruments will be received subject to collection. No certificates
for shares of Stock so purchased will be issued to optionee until the Company
has completed all steps required by law to be taken in connection with the
issuance and sale of the shares, including without limitation (i) receipt of a
representation from the optionee at the time of exercise of the Option that the
optionee is purchasing the shares for the optionee's own account and not with a
view to any sale or distribution thereof, (ii) the legending of any certificate
representing the shares to evidence the foregoing representations and
restrictions, and (iii) obtaining from optionee payment or provision for all
withholding taxes due as a result of the exercise of the Option. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his or her stead in accordance with the provisions of the
Stock Option) by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Option Award agreement or
applicable provisions of laws. In the event an optionee chooses to pay the
purchase price by previously-owned shares of Stock through the attestation
method, the shares of Stock transferred to the optionee upon the exercise of the
Stock Option shall be net of the number of shares attested to.
(v) Annual Limit on Incentive Stock Options. To the extent required
for "incentive stock option" treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the time of grant) of the shares
of Stock with respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its parent and subsidiary corporations
become exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000. To the extent that any Stock Option exceeds this
limit, it shall constitute a Non-Qualified Stock Option.
7
(b) Non-transferability of Options. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee or by the optionee's legal representative or
guardian in the event of the optionee's incapacity. Notwithstanding the
foregoing, the Administrator, in its sole discretion, may provide in the Award
agreement regarding a given Option that the optionee may transfer, without
consideration for the transfer, his Non-Qualified Stock Options to members of
his immediate family, to trusts for the benefit of such family members, or to
partnerships in which such family members are the only partners, provided that
the transferee agrees in writing with the Company to be bound by all of the
terms and conditions of this Plan and the applicable Option.
(c) Termination. Except as may otherwise be provided in this Section 5(c)
or by the Administrator either in the Award agreement, or subject to Section 10
below, in writing after the Award agreement is issued, a participant's rights in
all Stock Options shall automatically terminate upon the participant's
termination of employment with the Company and its Subsidiaries for any reason.
Notwithstanding the foregoing, the period within which to exercise the Option
shall be modified as set forth below:
(i) Termination Due to Death. If the participant's employment
terminates by reason of death, (1) any Option held by the participant, which,
but for such participant's death, would have vested and become exercisable on or
prior to the first anniversary of such termination, shall become fully
exercisable and (2) any Option exercisable at the time of such termination may
thereafter be exercised by the participant's legal representative or legatee for
a period of 12 months from the date of death or until the Expiration Date, if
earlier.
(ii) Termination Due to Disability. If the participant's employment
terminates by reason of Disability (as defined in Section 22(c)(3) of the Code),
(1) any Option held by the participant, which, but for such participant's
Disability, would have vested and become exercisable on or prior to the first
anniversary of such termination, shall become fully exercisable and (2) any
Option exercisbale at the time of such termination may thereafter be exercised
by the participant for a period of 12 months from the date of termination or
until the Expiration Date, if earlier. The death of the participant during the
12-month period provided in this Section 5(c)(ii) shall extend such period for
another 12 months from the date of death or until the Expiration Date, if
earlier.
(iii) Termination Due to Retirement. Any Stock Option held by an
optionee whose employment by the Company and its Subsidiaries is terminated by
reason of Retirement shall remain outstanding and subject to all of the terms
and conditions of the Award agreement as though such optionee's employment had
not ceased by reason of such Retirement.
(iv) Determination of Reason. The Administrator's determination of the
reason for termination of the participant's employment shall be conclusive and
binding on the participant and his or her representatives or legatees.
8
SECTION 6. RESTRICTED STOCK AWARDS
(a) Nature of Restricted Stock Awards. A Restricted Stock Award is an Award
entitling the recipient to acquire, at par value or such other higher purchase
price determined by the Administrator, shares of Stock subject to such
restrictions and conditions as the Administrator may determine at the time of
grant ("Restricted Stock"). Conditions may be based on continuing employment (or
other business relationship) and/or achievement of pre-established performance
goals and objectives. The grant of a Restricted Stock Award is contingent on the
participant executing the Restricted Stock Award agreement. The terms and
conditions of each such agreement shall be determined by the Administrator, and
such terms and conditions may differ among individual Awards and participants.
(b) Rights as a Stockholder. Upon execution of a written instrument setting
forth the Restricted Stock Award and payment of any applicable purchase price, a
participant shall have the rights of a stockholder with respect to the voting of
the Restricted Stock, subject to such conditions contained in the written
instrument evidencing the Restricted Stock Award. Unless the Administrator shall
otherwise determine, certificates evidencing the Restricted Stock shall remain
in the possession of the Company until such Restricted Stock is vested as
provided in Section 6(d) below, and the participant shall be required, as a
condition of the grant, to deliver to the Company a stock power endorsed in
blank.
(c) Restrictions. Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as specifically provided
herein or in the Restricted Stock Award agreement. If a participant's employment
(or other business relationship) with the Company and its Subsidiaries
terminates for any reason, the Company shall have the right to repurchase
Restricted Stock that has not vested at the time of termination at its original
purchase price, from the participant or the participant's legal representative.
(d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator either in the Award agreement or, subject to
Section 10 below, in writing after the Award agreement is issued, a
participant's rights in any shares of Restricted Stock that have not vested
shall automatically terminate upon the participant's termination of employment
(or other business relationship) with the Company and its Subsidiaries and such
shares shall be subject to the Company's right of repurchase as provided in
Section 6(c) above.
(e) Waiver, Deferral and Reinvestment of Dividends. The Restricted Stock
Award agreement may require or permit the immediate payment, waiver, deferral or
investment of dividends paid on the Restricted Stock.
9
SECTION 7. UNRESTRICTED STOCK AWARDS
Grant or Sale of Unrestricted Stock. The Administrator may, in its sole
discretion, grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award to any participant pursuant to
which such participant may receive shares of Stock free of any restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock Awards may be granted
or sold as described in the preceding sentence in respect of past services or
other valid consideration, or in lieu of cash compensation due to such
participant.
SECTION 8. TAX WITHHOLDING
(a) Payment by Participant. Each participant shall, no later than the date
as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to such
income. The Company and its Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the participant. The Company's obligation to deliver stock certificates
to any participant is subject to and conditioned on tax obligations being
satisfied by the participant.
(b) Payment in Stock. Subject to approval by the Administrator, a
participant may elect to have the minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued pursuant to any Award a number of shares with an
aggregate Fair Market Value (as of the date the withholding is effected) that
would satisfy the withholding amount due, or (ii) transferring to the Company
shares of Stock owned by the participant with a minimum aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
minimum withholding amount due.
SECTION 9. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or from
the Company to a Subsidiary, or from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or for
any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.
10
SECTION 10. AMENDMENTS AND TERMINATION
The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award for the
purpose of satisfying changes in law or for any other lawful purpose, but no
such action shall adversely affect rights under any outstanding Award without
the holder's consent. The Administrator may provide substitute Awards at the
same or reduced exercise or purchase price or with no exercise or purchase price
in a manner not inconsistent with the terms of the Plan, but such price, if any,
must satisfy the requirements which would apply to the substitute or amended
Award if it were then initially granted under this Plan, but no such action
shall adversely affect rights under any outstanding Award without the holder's
consent. If and to the extent determined by the Administrator to be required by
the Code to ensure that Incentive Stock Options granted under the Plan are
qualified under Section 422 of the Code or to ensure that compensation earned
under Stock Options qualifies as performance-based compensation under Section
162(m) of the Code, if and to the extent intended to so qualify, Plan amendments
shall be subject to approval by the Company stockholders entitled to vote at a
meeting of stockholders. Nothing in this Section 10 shall limit the Board's
authority to take any action permitted pursuant to Section 3(c).
SECTION 11. STATUS OF PLAN
With respect to the portion of any Award that has not been exercised and
any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Administrator shall otherwise expressly
determine in connection with any Award or Awards. In its sole discretion, the
Administrator may authorize the creation of trusts or other arrangements to meet
the Company's obligations to deliver Stock or make payments with respect to
Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.
SECTION 12. GENERAL PROVISIONS
(a) No Distribution; Compliance with Legal Requirements. The Administrator
may require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock exchange or similar
requirements have been satisfied. The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.
(b) Delivery of Stock Certificates. Stock certificates to participants
under this Plan shall be deemed delivered for all purposes when the Company or a
stock transfer agent of the Company shall have mailed such certificates in the
United States mail, addressed to the participant, at the participant's last
known address on file with the Company.
11
(c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.
(d) Trading Restrictions. Option exercises and other Awards under the Plan
shall be subject to such Company's trading restrictions, terms and conditions,
including, without limitation, the restrictions, terms and conditions set forth
in a Stock Restriction Agreement executed and delivered pursuant to Section 2
hereof, as may be established or required by the Administrator, or in accordance
with policies set by the Administrator, from time to time.
(e) Loans to Participants. The Company shall have the authority to make
loans to participants hereunder (including to facilitate the purchase of shares)
and shall further have the authority to issue shares for promissory notes
hereunder.
(f) Designation of Beneficiary. Each participant to whom an Award has been
made under the Plan may designate a beneficiary or beneficiaries to exercise any
Award or receive any payment under any Award payable on or after the
participant's death. Any such designation shall be on a form provided for that
purpose by the Administrator and shall not be effective until received by the
Administrator. If no beneficiary has been designated by a deceased participant,
or if the designated beneficiaries have predeceased the participant, the
beneficiary shall be the participant's estate.
SECTION 13. EFFECTIVE DATE OF PLAN
This Plan shall become effective upon approval by the stockholders in
accordance with applicable law. Subject to such approval by the stockholders and
to the requirement that no Stock may be issued hereunder prior to such approval,
Stock Options and other Awards may be granted hereunder on and after adoption of
this Plan by the Board.
SECTION 14. GOVERNING LAW
This Plan and all Awards and actions taken thereunder shall be governed by,
and construed in accordance with, the laws of the State of Delaware, applied
without regard to conflict of law principles.
DATE APPROVED BY BOARD OF DIRECTORS: November 21, 2001
DATE APPROVED BY STOCKHOLDERS: November 21, 2001
As adjusted for a 3 for 1 stock dividend issued on March 8, 2006
12
EXHIBIT A
13
EXHIBIT A
STOCK RESTRICTION AGREEMENT
PICOR CORPORATION
Agreement made as of ______ by and between PICOR CORPORATION, a Delaware
corporation with an address of P.O. Box 859, Slatersville, Rhode Island 02876
(the "Company"), and ________ (the "Stockholder"), which is the holder of
options to purchase shares of common stock, par value $.01 per share, of the
Company (the "Common Stock") (collectively the shares of Common Stock issuable
upon the exercise of such options, and all other shares of Common Stock acquired
by the Stockholder subsequent to the date hereof are herein referred to as the
"Stock").
WHEREAS, the Stockholder has been granted, as of the date first set forth
above, options to purchase __________ shares of Common Stock of the Company
pursuant to the Company's 2001 Stock Option and Incentive Plan (the "Equity
Incentive Plan");
NOW, THEREFORE, in consideration of the mutual promises of the parties and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows.
SECTION 1. Voluntary Transfers. Neither the Stockholder nor any permitted
transferee of his shares under Section 5 may sell, assign, transfer, exchange,
pledge or otherwise dispose of any shares of Stock or any interest therein now
held or hereafter acquired by such shareholder (collectively referred to as a
"transfer") without first giving written notice thereof to the Company,
identifying the proposed transferee, the purchase price, if any, and terms of
the proposed transaction, and offering said shares to the Company for purchase
by it as hereinafter provided. Within 30 days after receipt of the notice, the
Company may elect to purchase all of the shares so offered and if it does not do
so, said shares may be transferred within 60 days after the expiration of said
30-day period to the proposed transferee upon the price and terms specified in
the notice, provided that said transferee shall thereupon become a party to this
Agreement as a Stockholder in the manner provided hereinafter.
SECTION 2. Termination of Employment. Within 30 days after the voluntary or
involuntary termination of all employment of a Stockholder with the Company as
an employee, officer and Director thereof, except a termination by reason of
death, said Stockholder and each transferee of his or her shares under Section 5
shall give written notice to the Company offering to the Company for purchase as
hereinafter provided all of the shares of Stock owned on the date of termination
by said Stockholder and each such transferee. Within 30 days after receipt of
the notice, the Company may elect to purchase all or any part of the shares so
offered and if it does not elect to do so, said shares may be retained by said
Stockholder or transferee subject to all other provisions of this Agreement.
1
SECTION 3. Death of a Stockholder. In the event of the death of the
Stockholder, his executors or administrators and each transferee of his shares
under Section 5 shall, within 90 days after the date of death, give written
notice thereof to the Company offering to it for purchase as hereinafter
provided all of the shares of Stock owned on said date by the Stockholder and
each such transferee. Within 30 days after receipt of the notice, the Company
may elect to purchase all or any part of the shares so offered; and if the
Company does not do so, said shares may be retained by the estate of said
Stockholder or by such transferee subject to all other provisions of this
Agreement.
SECTION 4. Transfers by Operation of Law. In the event that a Stockholder
(i) files a voluntary petition under any bankruptcy or insolvency law, or a
petition for the appointment of a receiver or makes an assignment for the
benefit of creditors, or (ii) is subjected involuntarily to such a petition or
assignment or to an attachment or other legal or equitable interest with respect
to his shares of Stock, and such involuntary petition or assignment or
attachment is not discharged within 60 days after its date, or (iii) is
subjected to a transfer of shares of his Stock by operation of law, the Company
shall have the right to elect to purchase all or any part of the shares of Stock
which are owned by the Stockholder. Failure of the Company to elect to purchase
said shares under this Section shall not affect its right to purchase the same
shares under Section 1 in the event of a proposed sale, assignment, transfer,
pledge or other disposition thereof by or to any receiver, petitioner, assignee,
transferee or other person obtaining an interest in said shares.
SECTION 5. Exceptions to Restrictions. Except as provided above, these
restrictions shall be inapplicable to:
(a) Transfers of Stock between the Stockholder and the trustees of a trust
revocable by the Stockholder alone,
(b) Transfers of Stock between the Stockholder and his guardian or
conservator, and
(c) Transfers of Stock upon the death of the Stockholder to his executors
or administrators or to trustees under his will;
provided, that such Stock in the hands of each such transferee shall remain
subject to this Agreement.
SECTION 6. Transfers in Violation of Agreement. If any transfer of shares
of Stock is made or attempted contrary to the provisions of this Agreement, or
if shares of Stock are not offered to the Company as required by this Agreement,
the Company shall have the right to purchase said shares from the owner thereof
or his or her transferee at any time before or after the transfer, as
hereinafter provided. In addition to any other legal or equitable remedies which
it may have, the Company may enforce its rights by actions for specific
performance (to the extent permitted by law) and may refuse to recognize any
such transferee as one of its stockholders for
2
any purpose, including without limitation for purposes of dividend and voting
rights, until all applicable provisions of this Agreement have been complied
with.
SECTION 7. Purchase Price.
(a) Except as provided in Section 7(b) of this Agreement, unless
otherwise determined by the unanimous consent of the members of the Board of
Directors the purchase price per share of Stock which the Company elects to
purchase pursuant to this Agreement shall be equal to the exercise price of the
most recent award of an option under the Company's Equity Incentive Plan,
provided that the exercise price of such option was not less than the fair
market value of the Stock at the time of grant and was granted not more than
three months prior to the event giving rise to the Stockholder's right to
purchase such Stock. In the event no such option was awarded within such three
month period, then the purchase price per share of Stock shall be the fair
market value of such Stock as determined by unanimous consent of the Board of
Directors.
(b) Notwithstanding any contrary provisions hereof, in the event of a
proposed sale of Stock of the Stockholder under Section 1, or of the
Stockholder's transferee under Section 5, to a third party in a bona fide
transaction for fair value payable in cash or the equivalent currently or in
future installments, the purchase price of said Stock shall be the value offered
by such third party and the Company shall have the right of first refusal,
exercisable within the period specified in Section 1, to purchase said Stock at
such price upon terms equivalent to those offered by such third party. Such
right of first refusal shall not apply to a proposed assignment, transfer,
exchange, pledge or any other sale or disposition of Stock under Section 1 which
does not constitute a sale as described above, and the provisions of
subparagraphs (a) and (b) of this Section 7 shall apply to such other
transactions.
SECTION 8. Tenders. All shares of Stock which the Company has elected to
purchase hereunder shall be tendered to the Company, or to one or more
substitute purchasers designated by it, at the principal office of the Company
at a reasonable date and time specified by it (in any event within 30 days after
the Company's election), by delivery of certificates representing such shares,
endorsed in blank and in proper form for transfer against payment of the
purchase price in cash or by certified or bank checks, except as provided in
Section 9.
SECTION 9. Payment by Installments. If no person has been designated as a
substitute purchaser by the Company pursuant to Section 8 and if the total
purchase price of a single purchase of Stock by the Company exceeds 10% of its
working capital as of any date within 60 days prior to the date of tender of
said Stock, the Company may elect to make payment in such installments as it
deems appropriate over a period not exceeding 36 months from the date of tender.
Unpaid installments shall bear interest at the lowest "applicable Federal rate"
established under Section 1274(d)(2) (or its successor provision) of the
Internal Revenue Code which is in effect during the three month period ending
with the month in which the Company elects to purchase, and shall be evidenced
by a promissory note of the Company. If the Company elects to make installment
payments, the seller of the purchased Stock shall be entitled to receive and
hold an endorsed certificate for an equivalent number of treasury shares as
collateral security for
3
payment of the balance of the purchase price and shall promptly re-deliver said
certificate to the Company when full payment of the purchase price has been
made. Unless and until the Company defaults in payment or performance of any of
its obligations under this Section 9 or said promissory note, the seller shall
have none of the rights of a stockholder of the Company, but after such default
he shall have all voting, dividend and other rights of a record holder of the
purchased Stock and of a defaulted secured creditor under the Uniform Commercial
Code or other applicable law. Notwithstanding the foregoing, the net proceeds of
any insurance policy on the life of a deceased Stockholder payable to and
collected by the Company shall forthwith be applied to payment of the Company's
obligations hereunder to the representatives of the deceased Stockholder.
SECTION 10. No Transfer of Unvested Shares. The Stockholder acknowledges
and agrees that his interests in any shares of Restricted Stock awarded under
the Equity Incentive Plan are subject to forfeiture and repurchase unless and
until all conditions to the vesting of such shares have been satisfied under the
Equity Incentive Plan and the related Restricted Stock Award, and that such
shares may not be transferred in any manner unless and until all conditions to
such vesting have been fulfilled and the restrictions shall have lapsed.
Notwithstanding any provision hereof to the contrary, in the event the
Stockholder's interests in such shares of Restricted Stock are subject to
forfeiture due to the termination of the Stockholder's employment with the
Company, the Company will nonetheless repurchase such shares at the purchase
price set forth in Section 7, against delivery of all certificates representing
such shares, duly endorsed for transfer in accordance with this Agreement. The
provisions of this Section 10 shall govern in the event of any inconsistency
with any other provision of this Agreement, the Equity Incentive Plan or the
related Restricted Stock Award, as applicable.
SECTION 11. Waiver and Amendment. From time to time the Company may waive
its rights hereunder either generally or with respect to one or more specific
transfers which have been proposed, attempted or made. All action to be taken by
the Company hereunder (including any amendment of this Agreement) shall be taken
only with the consent of the holders of a majority of the issued and outstanding
shares of Common Stock. Any Stock which the Company has elected to purchase
hereunder may be disposed of by the Company (acting through its Board of
Directors) in such manner as it deems appropriate, with or without further
restrictions on the transfer thereof, subject to any applicable legal
requirements or contractual agreements.
SECTION 12. Action by Stockholders. Unless otherwise expressly provided to
the contrary herein, in any case where the holders of issued and outstanding
shares of Common Stock are to consent or otherwise act under this Agreement,
such action may be taken by written consent of such Stockholders or by a meeting
of the Stockholders called in the manner provided for a meeting of stockholders
in the by-laws of the Company.
SECTION 13. Termination. This Agreement shall terminate upon the first to
occur of the following events:
4
(a) The consummation of a Transaction (as such term is defined in the
Equity Incentive Plan);
(b) The closing of a registered underwritten public offering of the
Company's equity securities; or
(c) The unanimous consent of the Board of Directors and the holders of
a majority of the issued and outstanding shares of Common Stock.
SECTION 14. Legend on Certificates. Each certificate of Stock subject to
this Agreement shall bear on its face the following legend:
"The shares represented by this certificate are subject to
restrictions on transfer, a copy of which will be furnished by the
Company to the holder of this certificate upon written request and
without charge."
SECTION 15. Parties. This Agreement shall be binding upon the parties
hereto and their heirs, representatives, successors and assigns. The Company may
assign its rights hereunder either generally or from time to time to one or more
substitute purchasers of Stock which it has the right to purchase, except as
provided in Section 9. Transferees, successors or additional holders of Stock
may become parties to this Agreement by endorsing a schedule attached hereto or
by executing a counterpart of this Agreement. An original copy of this Agreement
and of any counterpart subsequently executed shall be kept by the Secretary of
the Company.
SECTION 16. Notices. All notices and elections hereunder shall be in
writing and shall be delivered, transmitted by facsimile or sent by certified or
registered mail, postage prepaid, to the parties at their addresses set forth
above or to any subsequent address of which the Company has notified the
Stockholders or any Stockholder has notified the Company. Such notices or
elections shall be effective upon receipt or three days after the date mailed,
whichever is sooner.
SECTION 17. Governing Law. This Agreement shall be construed under and
governed by the laws of the State of Delaware, applied without regard to its
conflicts of laws principles.
[Remainder of page left blank intentionally]
5
EXECUTED as an instrument under seal as of the date first set forth above.
PICOR CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
STOCKHOLDER:
Name
-----------------------------------
The undersigned holder of shares of Common Stock of the Company hereby
consents to the execution and delivery of this Agreement by the Company.
VICOR CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
6
Exhibit 10.8
NON-QUALIFIED STOCK OPTION AGREEMENT
PICOR CORPORATION
2001 STOCK OPTION AND INCENTIVE PLAN
Name of Optionee: ______________________ ID: _______________
No. of Option Shares: __________________ Option Number: ________
Option Exercise Price per Share: _______ Grant Date: ________
Plan: ______________
Pursuant to the Picor Corporation 2001 Stock Option and Incentive Plan, as
amended through the date hereof (the "Plan"), Picor Corporation (the "Company")
hereby grants to the Optionee named above an option (the "Stock Option") to
purchase on or prior to the Expiration Date specified above all or part of the
number of shares of Common Stock, par value $.01 per share (the "Stock"), of the
Company at the Option Exercise Price per Share specified above subject to the
terms and conditions set forth herein and in the Plan.
1. Exercisability Schedule. No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Administrator (as defined in Section
2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock
Option shall be exercisable with respect to the following number of Option
Shares on the dates indicated:
Number of
Option Shares Exercisable Exercisability Date Expiration Date
- ------------------------- ------------------- ---------------
Once exercisable, this Stock Option shall continue to be exercisable at any
time or times prior to the close of business on the Expiration Date, subject to
the provisions hereof and the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock
Option, the Optionee may give written notice to the Administrator of his or her
election to purchase some or all of the Option Shares purchasable at the time of
such notice. This notice shall specify the number of Option Shares to be
purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (i) in cash, by certified or bank check or other
instrument acceptable to the Administrator; or (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been beneficially
owned by the Optionee for at least six months and are not then subject to any
restrictions under any Company plan; or (iii) a combination of (i) and (ii)
above. Payment instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Stock Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable
laws and regulations. In the event the Optionee chooses to pay the purchase
price by previously-owned shares of Stock through the attestation method, the
number of shares of Stock transferred to the Optionee upon the exercise of the
Stock Option shall be net of the Shares attested to.
(b) Certificates for shares of Stock purchased upon exercise of this
Stock Option shall be issued and delivered to the Optionee upon compliance to
the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Administrator as to such
compliance shall be final and binding on the Optionee. The Optionee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the
Company shall have issued and delivered the shares to the Optionee, and the
Optionee's name shall have been entered as the stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock. The Optionee
acknowledges and agrees that Stock acquired upon exercise of this Stock Option
shall be subject to the terms and conditions of the Stock Restriction Agreement
between the Optionee and the Company.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number
of shares with respect to which this Stock Option is being exercised is the
total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan, no
portion of this Stock Option shall be exercisable after the Expiration Date
hereof.
2
3. Termination of Employment. If the Optionee's employment by the Company
or a Subsidiary (as defined in the Plan) is terminated, the period within which
to exercise the Stock Option may be subject to earlier termination as set forth
in the Plan.
4. Incorporation of Plan. Notwithstanding anything herein to the contrary,
this Stock Option shall be subject to and governed by all the terms and
conditions of the Plan, including the powers of the Administrator set forth in
Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.
5. Transferability. Notwithstanding any agreement between the Company and
the Optionee to the contrary, this Agreement is personal to the Optionee, is
non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution. This
Stock Option is exercisable, during the Optionee's lifetime, only by the
Optionee, and thereafter, only by the Optionee's legal representative or
legatee.
6. Miscellaneous.
(a) Notice hereunder shall be given to the Company at its principal
place of business, and shall be given to the Optionee at the address set forth
below, or in either case at such other address as one party may subsequently
furnish to the other party in writing.
(b) This Stock Option does not confer upon the Optionee any rights
with respect to continuance of employment by the Company or any Subsidiary.
PICOR CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
The foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.
Dated:
-------- ----------------------------------------
Optionee's Signature
Optionee's name and address:
----------------------------------------
----------------------------------------
----------------------------------------
3
.
.
.
EXHIBIT 21.1
SUBSIDIARIES OF THE COMPANY
STATE OR JURISDICTION
NAME OF INCORPORATION
- ---- -------------------
Picor 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
EXHIBIT 23.1
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. 33-37491) 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 9, 2006, with respect to the consolidated financial
statements and schedule of Vicor Corporation and our report dated March 9, 2006
with respect to Vicor Corporation management's assessment of the effectiveness
of internal control over financial reporting, and the effectiveness of internal
control over financial reporting of Vicor Corporation, included in this Annual
Report (Form 10-K) for the year ended December 31, 2005.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 9, 2006
exv31w1
Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Patrizio Vinciarelli, certify that:
1. I have reviewed this annual report on
Form 10-K of Vicor
Corporation;
2. Based on my knowledge, this annual 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 we have:
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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; |
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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; |
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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 |
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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 officer(s) 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 registrants board of
directors (or persons performing the equivalent functions):
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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 |
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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. |
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Patrizio Vinciarelli |
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Chief Executive Officer |
Dated: March 13, 2006
exv31w2
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Mark A. Glazer, certify that:
1. I have reviewed this annual report on
Form 10-K of Vicor
Corporation;
2. Based on my knowledge, this annual 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 we have:
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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; |
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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; |
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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 |
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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 officer(s) 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 registrants board of
directors (or persons performing the equivalent functions):
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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 |
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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. |
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Mark A. Glazer |
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Chief Financial Officer |
Dated: March 13, 2006
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, 2005 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:
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(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
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(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company. |
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Patrizio Vinciarelli |
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President, Chairman of the Board and |
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Chief Executive Officer |
March 13, 2006
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, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the
Report), I, Mark A. Glazer, 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:
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(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and |
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(2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
results of operations of the Company. |
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Mark A. Glazer |
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Chief Financial Officer |
March 13, 2006
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.