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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): July 18, 2005
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VICOR CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 0-18277 04-2742817
- ---------------------------- ------------------------ ----------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
25 Frontage Road, Andover, Massachusetts 01810
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(Address of principal executive offices) (Zip Code)
(978) 470-2900
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On July 18, 2005, Vicor Corporation issued a press release announcing its
financial results for the second quarter of 2005. The full text of that press
release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information furnished under this Item 2.02, including the Exhibit attached
hereto, shall not be deemed "filed" for any purpose, including for purposes of
Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
Exhibit
Number Title
99.1 Vicor Corporation's press release dated July 18, 2005.
[Remainder of page left blank intentionally]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VICOR CORPORATION
Dated: July 18, 2005 By: /s/ Mark A. Glazer
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Name: Mark A. Glazer
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Title
- ------- -----
99.1 Vicor Corporation's press release dated July 18, 2005.
Exhibit 99.1
Vicor Corporation Second Quarter Results
ANDOVER, Mass.--(BUSINESS WIRE)--July 18, 2005--Vicor Corporation
(NASDAQ: VICR) today reported its financial results for the second
quarter ended June 30, 2005. Revenues for the quarter were $47,079,000
compared to $45,374,000 for the corresponding period a year ago.
Revenues for the quarter included a non-recurring royalty payment
under a settlement agreement of $2,500,000, as discussed below. Net
income for Q2 was $89,000, or $.00 per diluted share, after inventory
charges of $2,764,000 and a contingency fee of $250,000, as discussed
below, compared to net income of $61,000, or $.00 per diluted share,
in Q2 2004.
For the six months ended June 30, 2005 revenues increased to
$90,259,000 from $87,895,000 for the same period of 2004. The Company
reported net income for the period of $128,000, or $.00 per diluted
share compared to a net loss of $1,129,000 or ($.03) per diluted share
in 2004.
The book-to-bill ratio for Q2 was 0.99:1. The backlog at the end
of Q2 was $39.9 million compared to $36.3 million at the end of 2004.
Gross margin was 38.4%, compared to 38.3% in Q2 2004.
During the quarter, the Company concluded a settlement agreement
with Lambda Electronics, Inc., one of the defendants in the reset
patent litigation, under which the Company received a payment of $2.5
million. A $250,000 contingency fee was paid by the Company to its
litigation counsel and is reported under Sales and Administration
expenses.
During the quarter, the Company provided additional reserves of
approximately $1.6 million for potential obsolete inventory arising
primarily from the European Union Restriction of Hazardous Substances
("RoHS") initiative and the conversion of 2nd Gen. products to the
FasTrak platform. In addition, the Company identified other
slow-moving and potential obsolete inventory of approximately $1.2
million, of which $0.3 million related to raw material inventories in
support of pilot production of V-I Chips.
Commenting on the quarter and 2005, Vicor's CEO Patrizio
Vinciarelli noted: "The Q2 book-to-bill ratio reflects a drive by
customers to minimize inventory levels and lead times. This trend
reduces visibility for near term demand. Assuming a favorable
resolution of uncertainties clouding the economic outlook for capital
equipment, we expect modest revenue growth for the balance of 2005."
"Continued efficiencies and productivity improvements in our Brick
business unit yielded improved gross margins, exclusive of the
inventory reserve adjustments, in Q2. Assuming sustained demand
levels, further improvement in gross margin and profitability should
result from completing the transition of all 2nd Gen. products to the
FasTrak platform."
Vinciarelli went on to say: "During the second quarter, the V-I
Chip and Picor business units advanced their respective product plans
and nurtured relationships with major OEM customers in the Automotive,
Consumer Electronics, Communications and Information Technology
markets. V-I Chip and Picor are actively recruiting key individuals to
contribute to the next phase of their evolution."
Depreciation and amortization in the quarter was $4.2 million and
capital additions were $1.2 million. For the first six months of 2005
depreciation and amortization was $8.7 million and capital additions
were $2.6 million. This compares to $10.6 million and $2.2 million,
respectively for the first six months of 2004. Cash and short-term
investments were $119.7 million, an increase of $6.9 million from the
end of the first quarter. During the quarter, Vicor repurchased
134,300 shares of its Common Stock for approximately $1.4 million.
Approximately $21.6 million remains available in the authorized stock
buy-back plan.
Vicor's Board of Directors has approved an annual cash dividend
for 2005 of $.12 per share of the Company's stock. The dividend is
payable on August 31, 2005 to shareholders of record at the close of
business on August 11, 2005. Dividends are declared at the discretion
of the Company's Board of Directors and depend on actual cash from
operations, the Company's financial condition and capital requirements
and any other factors the Company's Board of Directors may consider
relevant.
For more information on Vicor and its products, please visit the
Company's website at www.vicorpower.com.
Earnings Conference Call
Vicor will be holding its investor conference call, today, Monday,
July 18, 2005 at 5:00 p.m. Eastern Daylight Time. Shareholders
interested in participating in the call, should call 888-339-2688 at
approximately 4:50 p.m. and use the Passcode 50416412. Internet users
can listen to a real-time audio broadcast of the conference call on
the Investor Relations section of Vicor's website at
www.vicorpower.com/irwebcast. Please go to the website at least 15
minutes prior to the call to register, download and install any
necessary software. For those who cannot participate a replay will be
available, shortly after the conclusion of the call, through August 1,
2005. The replay dial-in number is 888-286-8010 and the Passcode is
27208467. In addition, a webcast replay of the conference call will
also be available on the Investor Relations section of Vicor's website
at www.vicorpower.com/irwebcast beginning shortly after the conclusion
of the call.
This press release contains certain forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act
of 1995. You can identify these statements by our use of the words
"may," "will," "would," "should," "plans," "expects," "anticipates,"
"believes," "continue," "estimate," "prospective," "project,"
"intend," and similar expressions. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those projected or anticipated. These risks and
uncertainties include our ability to develop and market new products
and technologies cost-effectively, to leverage design wins into
increased product sales, to decrease manufacturing costs, to enter
into licensing agreements that amplify the market opportunity and
accelerate market penetration, to realize significant royalties under
license agreements, to achieve a sustainable increased bookings rate
over a longer period, to hire key personnel and build our business
units, and to successfully leverage the V-I Chips in standard products
to promote market acceptance of Factorized Power, factors impacting
the company's various end markets, including Consumer Electronics,
Communications, Information Technology and Automotive, as well as
those risks and uncertainties identified in the Company's Annual
Report on Form 10-K. The risk factors contained in the Annual Report
on Form 10-K may not be exhaustive. Therefore, the information
contained in that Form 10-K should be read together with other reports
and documents that the Company files with the SEC from time to time,
which may supplement, modify, supersede or update those risk factors.
Vicor Corporation designs, develops, manufactures and markets
modular power components and complete power systems based upon a
portfolio of patented technologies. Headquartered in Andover,
Massachusetts, Vicor sells its products primarily to the
communications, information technology, industrial control and
military electronics markets.
VICOR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands except for per share amounts)
QUARTER ENDED SIX MONTHS ENDED
(Unaudited) (Unaudited)
----------------- -----------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2005 2004 2005 2004
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Net revenues:
Product $44,579 $45,374 $87,759 $87,520
License 2,500 0 2,500 375
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47,079 45,374 90,259 87,895
Cost of sales 29,000 27,994 55,135 55,515
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Gross margin 18,079 17,380 35,124 32,380
Operating expenses:
Sales & administration 10,387 10,607 20,491 20,785
Research & development 7,380 6,505 14,476 12,448
-------- -------- -------- --------
Total operating
expenses 17,767 17,112 34,967 33,233
Income (loss) from operations 312 268 157 (853)
-------- -------- -------- --------
Other income (expense), net 183 94 677 309
-------- -------- -------- --------
Income (loss) before income taxes 495 362 834 (544)
Provision for income taxes (406) (301) (706) (585)
-------- -------- -------- --------
Net income (loss) $89 $61 $128 ($1,129)
======== ======== ======== ========
Net income (loss) per share:
Basic $0.00 $0.00 $0.00 ($0.03)
Diluted $0.00 $0.00 $0.00 ($0.03)
Shares outstanding:
Basic 41,795 42,049 41,888 41,983
Diluted 41,938 42,344 42,027 41,983
VICOR CORPORATION
CONSOLIDATED BALANCE SHEET
(Thousands)
JUNE 30, DEC 31,
2005 2004
(Unaudited) (Unaudited)
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Assets
Current assets:
Cash and cash equivalents $55,423 $36,277
Short-term investments 64,282 77,371
Accounts receivable, net 26,285 23,359
Inventories, net 20,763 26,229
Deferred tax assets 2,497 2,497
Other current assets 3,112 2,245
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Total current assets 172,362 167,978
Property and equipment, net 61,129 67,001
Other assets 10,136 9,903
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$243,627 $244,882
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Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $6,723 $5,806
Accrued compensation and benefits 4,577 4,265
Other accrued liabilities 9,094 9,488
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Total current liabilities 20,394 19,559
Deferred income taxes 3,113 3,173
Minority interests 1,848 1,527
Stockholders' equity:
Capital stock 150,100 149,302
Retained earnings 176,897 176,769
Treasury stock (108,725) (105,448)
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Total stockholders' equity 218,272 220,623
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$243,627 $244,882
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CONTACT: Vicor Corporation
Mark A. Glazer, 978-470-2900
Chief Financial Officer