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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 16, 2003
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VICOR CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 0-18277 04-2742817
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(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)
Item 7. Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
Exhibit
Number Title
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99.1 Vicor Corporation's press release dated July 16, 2003.
Item 9. Regulation FD Disclosure (Information provided under Item 12 -
Results of Operations and Financial Condition).
The following information is being provided under Item 12 - Results of
Operations and Financial Condition. It is being furnished under Item 9 of this
Form 8-K in accordance with interim guidance issued by the SEC in release No.
33-8216. Such information, 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.
On July 16, 2003, Vicor Corporation issued a press release announcing its
financial results for the second quarter of 2003. The full text of that press
release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
[Remainder of page left blank intentionally]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VICOR CORPORATION
Dated: July 16, 2003 By: /s/ Mark A. Glazer
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Name: Mark A. Glazer
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Title
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99.1 Vicor Corporation's press release dated July 16, 2003.
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Exhibit 99.1
Vicor Corporation Announces 2nd Quarter Results
ANDOVER, Mass.--(BUSINESS WIRE)--July 16, 2003--Vicor Corporation
(NASDAQ: VICR) today announced its financial results for the quarter
ended June 30, 2003. Revenues for the quarter were $38,693,000
compared with $36,831,000 for the corresponding period a year ago. The
Company reported a loss before taxes of $5,729,000 compared with a
loss before taxes of $7,642,000 in 2002. The Company reported a net
loss for the quarter of $5,958,000 compared with a net loss of
$4,852,000 in 2002, and a diluted loss per share of $.14 compared with
a diluted loss per share of $.11 in 2002. Net loss for the quarter
ended June 30, 2003 was higher than the comparable quarter in 2002
because of a tax rule change limiting the availability of tax loss
carry-backs in 2003 as discussed below.
For the six months ended June 30, 2003 revenues increased to
$76,433,000 from $71,451,000 for the same period of 2002. The Company
reported a loss before taxes of $12,103,000 compared with a loss
before taxes of $15,407,000 in 2002. The Company reported a net loss
for the period of $12,587,000 compared with a net loss of $9,783,000
in 2002, and a diluted loss per share of $.30 compared with a diluted
loss per share of $.23 in 2002.
In the second quarter, revenues increased by 5.1% over the second
quarter of 2002, and increased by 2.5% on a sequential basis from the
first quarter of 2003. The overall book to bill for the second quarter
was slightly below 1. The order pattern by most customers continued to
be focused on filling short-term requirements and, consequently,
visibility based on backlog remained limited. The Company finished the
second quarter with approximately $31.8 million in backlog compared to
$31.9 million at the end of 2002.
In the second quarter, gross margin increased to 27.2%, compared
with 23.6% in the second quarter of 2002. Gross margin increased by
3.6% sequentially from the first quarter of 2003. The gross margin
improvement was due to a more favorable product mix and to unit cost
reductions due to productivity improvements.
In consideration of the excess in factory capacity that has
persisted for nearly three years, the potential for further
improvements in productivity and the prospective lower labor content
of its new V-I Chips, the Company will end the general furlough
program for all of its hourly factory workers effective October 10,
2003. As of this date, approximately 74% of factory workers will
return to full time, productive employment. Approximately 26% of the
factory workers will be notified within the next week that the Company
will not continue to employ them after October 10, 2003. Affected
employees that are unable to obtain other employment will be provided
with health benefits until the end of this year.
Depreciation and amortization in the quarter was $5.6 million and
capital additions were $1.4 million. For the first six months of 2003
depreciation and amortization was $11.3 million and capital additions
were $3.3 million.
Within the quarter, the Company recorded a loss of $387,000 for a
decline in the value of an investment judged to be other than
temporary, which was charged to other income (expense), net.
The tax provision for the first six months of 2003 was 4%. During
2002, the Company recorded a tax benefit of 36.5% reducing pre-tax
losses due to a carry-back provision allowed by a temporary change in
the tax laws. Beginning in 2003, with tax rules reverting to a
carry-back limited to two years, any losses incurred will only be
available to offset future taxable income. A provision in 2003 is
required as the Company operates in various state and international
taxing jurisdictions, subject to a variety of income and related
taxes.
Cash and short-term investments were $110.9 million, an increase
of $10.0 million from the end of 2002 and an increase of $13.0 million
from the end of the first quarter of 2003. This increase is largely
attributable to $11.7 million of tax refunds received during the
quarter. The Company did not repurchase any shares during the quarter
and has $26.0 million remaining on its authorized stock buy-back plan.
Inventories decreased by approximately $6.1 million to $24.2
million as compared with $30.3 million at the end of 2002 and
decreased by $2.1 million from the end of the first quarter of 2003.
During the quarter, the Company and Artesyn agreed to
conditionally resolve a pending patent infringement case. The parties
stipulated that certain of Artesyn's accused products infringed a
Vicor patent based on claim interpretations handed down by the
Massachusetts Federal District Court. This allows both parties to
appeal these interpretations to the Federal Circuit, the appeals court
that decides patent appeals in the U.S. The Company also reached
agreement with Lambda, Power-One, Lucent and Tyco to allow appeal by
these parties. Pending these appeals, the Massachusetts Federal
District Court has stayed all of the pending cases. The Company
anticipates that a decision by the Federal Circuit will likely be
rendered in 2004.
During the quarter, the Company received 146 new design wins for
its second-generation modules via its proprietary VDAC design system
and 60 new design wins for its VIPAC customer-configurable power
systems.
The Company has recently introduced its first V-I Chip Bus
Converter Modules (BCM) for Intermediate Bus Architecture applications
and its first V-I Chip Voltage Transformation Module (VTM) for Point
of Load (POL) applications. These V-I Chips are the first products to
form part of the Company's Factorized Power Architecture (FPA), a new
power system paradigm that the Company believes will set new industry
standards with respect to speed, density, efficiency and cost.
The Company believes that select alternate sources of supply for
V-I Chips will facilitate a more rapid adoption of these unique power
components and encourage leading customers in major end markets to
take advantage of V-I Chips to realize new and better O.E.M.
products. Given the potentially large size and complexity of the
available market for V-I Chips, the Company expects that licensing
appropriate alternate sources of supply will amplify the overall
market opportunity and enhance its total return on investment in V-I
Chips and in the research and development of the underlying
technologies. To this end, the Company is engaged in discussions with
certain companies that have a recognized presence in Communications,
IT, Industrial and Consumer Electronics end markets and that have
approached the Company with an interest to enter into a license to
manufacture and sell V-I Chips or to use V-I Chips within their
O.E.M. products.
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,
Wednesday, July 16, 2003 at 5:00 p.m. (EDST). Shareholders interested
in participating in the call, should call 1-800-901-5247 at
approximately 4:50 p.m. and use the Passcode 14996495. 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 5:00 p.m.
on July 23, 2003. The replay dial-in number is 1-888-286-8010 and the
Passcode is 31647725. In addition, a webcast replay of the conference
call will also be available on the Investor Relations section of
Vicor's website at www.vicorpower.com/irwebcast beginning shortly
after the conclusion of the call.
This press release contains certain forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act
of 1995. You can identify these statements by our use of the words
"may," "will," "would," "plans," "expects," "anticipates," "believes,"
"continue," "estimate," "prospective," "project," "intend," and
similar expressions. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially
from those projected or anticipated. These risks and uncertainties
include our ability to develop new products and the markets for such
products cost-effectively and our ability to decrease manufacturing
costs, as well as those risks and uncertainties identified in the
Company's Annual Report on Form 10-K. The risk factors contained in
the Annual Report on Form 10-K may not be exhaustive. Therefore, the
information contained in that Form 10-K should be read together with
other reports and documents that the Company files with the SEC from
time to time, which may supplement, modify, supersede or update those
risk factors.
Vicor Corporation designs, develops, manufactures and markets
modular power components and complete power systems based upon a
portfolio of patented technologies. Headquartered in Andover,
Massachusetts, Vicor sells its products primarily to the
telecommunications, electronic data processing, industrial control and
military electronics markets.
For further information contact: Mark A. Glazer, Chief Financial
Officer, Vicor Corporation, Tel: 978-470-2900/Fax: 978-749-3439
VICOR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands except for per share
amounts)
QUARTER ENDED SIX MONTHS ENDED
(Unaudited) (Unaudited)
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JUNE 30, JUNE 30, JUNE 30, JUNE 30,
2003 2002 2003 2002
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Net revenues $38,693 $36,831 $76,433 $71,451
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Costs and expenses
Cost of sales 28,156 28,148 56,989 54,606
Sales &
administration 10,394 11,134 20,718 21,387
Research &
development 5,833 5,128 11,167 10,235
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44,383 44,410 88,874 86,228
Operating loss (5,690) (7,579) (12,441) (14,777)
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Other income (expense), net (39) (63) 338 (630)
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Loss before taxes (5,729) (7,642) (12,103) (15,407)
Benefit (provision) for
income taxes (229) 2,790 (484) 5,624
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Net loss ($ 5,958) ($ 4,852) ($ 12,587) ($ 9,783)
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Net loss per share:
Basic ($ 0.14) ($ 0.11) ($0.30) ($0.23)
Diluted ($ 0.14) ($ 0.11) ($0.30) ($0.23)
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Shares outstanding:
Basic 41,799 42,416 41,926 42,410
Diluted 41,799 42,416 41,926 42,410
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VICOR CORPORATION
CONSOLIDATED BALANCE SHEET
(Thousands)
JUNE 30, DEC 31,
2003 2002
(Unaudited) (Unaudited)
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Assets
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Current Assets
Cash and cash equivalents $76,132 $72,120
Short-term investments 34,746 28,779
Accounts receivable 24,092 22,469
Inventories 24,192 30,325
Refundable income taxes 2,004 8,846
Deferred tax assets 7,526 8,126
Other current assets 2,246 2,399
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Total current assets 170,938 173,064
Property and equipment, net 91,012 98,738
Other assets 5,935 6,643
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$267,885 $278,445
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Liabilities and Stockholders' Equity
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Current Liabilities
Accounts payable $5,906 $5,724
Accrued compensation and benefits 3,833 3,379
Other accrued liabilities 10,757 11,282
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Total current liabilities 20,496 20,385
Deferred income taxes - long term 14,312 10,027
Stockholders' Equity
Capital stock 146,626 146,433
Retained earnings 190,811 203,398
Treasury stock (104,360) (101,798)
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Total stockholders' equity 233,077 248,033
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$267,885 $278,445
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CONTACT: Vicor Corporation
Mark A. Glazer, 978-470-2900
Chief Financial Officer