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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
Commission File Number 0-18277
VICOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2742817
(State of Incorporation) (IRS Employer Identification Number)
25 Frontage Road, Andover, Massachusetts 01810
(Address of registrant's principal executive office)
(978) 470-2900
(Registrant's telephone number)
---------------------------------------
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 [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 31, 2003.
Common Stock, $.01 par value ---------------- 29,879,680
Class B Common Stock, $.01 par value -------- 11,880,100
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VICOR CORPORATION
INDEX TO FORM 10-Q
Page
----
Part I - Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at 1
March 31, 2003 and December 31, 2002
Condensed Consolidated Statements of Operations 2
for the three months ended March 31, 2003 and 2002
Condensed Consolidated Statements of Cash Flows 3
for the three months ended March 31, 2003 and 2002
Notes to Condensed Consolidated Financial 4-8
Statements
Item 2 - Management's Discussion and Analysis of 9-12
Financial Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 13
Item 4 - Controls and Procedures 14
Part II - Other Information:
Item 1 - Legal Proceedings 15
Item 2 - Changes in Securities and Use of Proceeds 16
Item 3 - Defaults Upon Senior Securities 16
Item 4 - Submission of Matters to a Vote of 16
Security Holders
Item 5 - Other Information 16
Item 6 - Exhibits and Reports on Form 8-K 16
Signature(s) 17
FORM 10-Q
PART 1
ITEM 1
Item 1 - Financial Statements PAGE 1
VICOR CORPORATION
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
March 31, 2003 December 31, 2002
-------------- -----------------
Assets
Current assets:
Cash and cash equivalents $ 72,380 $ 72,120
Short-term investments 25,466 28,779
Accounts receivable, net 24,830 22,469
Inventories, net 26,258 30,325
Refundable income taxes 8,846 8,846
Deferred tax assets 8,126 8,126
Other current assets 2,259 2,399
--------- ---------
Total current assets 168,165 173,064
Property, plant and equipment, net 95,120 98,738
Other assets 6,572 6,643
--------- ---------
$ 269,857 $ 278,445
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 5,479 $ 5,724
Accrued compensation and benefits 4,284 3,379
Income taxes payable 6,681 6,521
Accrued liabilities 4,542 4,761
--------- ---------
Total current liabilities 20,986 20,385
Deferred income taxes 10,018 10,027
Stockholders' equity:
Preferred Stock - -
Class B Common Stock 119 119
Common Stock 371 371
Additional paid-in capital 145,727 145,704
Retained earnings 196,769 203,398
Accumulated other comprehensive income 227 239
Treasury stock, at cost (104,360) (101,798)
--------- ---------
Total stockholders' equity 238,853 248,033
--------- ---------
$ 269,857 $ 278,445
========= =========
Note: The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
FORM 10-Q
PART I
ITEM 1
PAGE 2
VICOR CORPORATION
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended
-------------------------------
March 31, 2003 March 31, 2002
-------------- --------------
Net revenues:
Product $ 37,605 $ 34,080
License 135 540
-------- --------
37,740 34,620
Costs and expenses:
Cost of revenue 28,833 26,458
Selling, general and administrative 10,324 10,253
Research and development 5,334 5,107
-------- --------
44,491 41,818
-------- --------
Loss from operations (6,751) (7,198)
Other income (expense), net 377 (567)
-------- --------
Loss before income taxes (6,374) (7,765)
Benefit (provision) for income taxes (255) 2,834
-------- --------
Net loss $ (6,629) $ (4,931)
======== ========
Net loss per common share:
Basic $ (0.16) $ (0.12)
Diluted $ (0.16) $ (0.12)
Shares used to compute net loss per share:
Basic 42,054 42,405
Diluted 42,054 42,405
See accompanying notes.
FORM 10-Q
PART I
ITEM 1
PAGE 3
VICOR CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
--------------------------------
March 31, 2003 March 31, 2002
-------------- --------------
Operating activities:
Net loss $ (6,629) $ (4,931)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 5,693 5,312
Amortization of bond premium 150 -
(Gain)/loss on disposal of equipment (4) 1,159
Unrealized loss on foreign currency 12 49
Tax benefit relating to stock option plans - 57
Change in current assets and
liabilities, net 2,473 4,249
-------- --------
Net cash provided by operating activities 1,695 5,895
Investing activities:
Sales of short-term investments 3,730 5,500
Purchases of short-term investments (523) (7,295)
Additions to property, plant and equipment (1,909) (3,508)
Increase in other assets (209) (152)
-------- --------
Net cash provided by (used in)
investing activities 1,089 (5,455)
Financing activities:
Proceeds from issuance of Common Stock 23 125
Acquisitions of treasury stock (2,562) -
-------- --------
Net cash provided by (used in)
financing activities (2,539) 125
Effect of foreign exchange rates on cash 15 14
-------- --------
Net increase in cash and cash equivalents 260 579
Cash and cash equivalents at beginning of period 72,120 57,481
-------- --------
Cash and cash equivalents at end of period $ 72,380 $ 58,060
======== ========
See accompanying notes.
FORM 10-Q
PART I
ITEM 1
PAGE 4
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
March 31, 2003
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules
and regulations of the Securities and Exchange Commission. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.
In the opinion of management, all adjustments (consisting of only
normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three months
ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2003. For further
information, refer to the consolidated financial statements and notes
thereto included in the Company's audited financial statements for the
year ended December 31, 2002, contained in the Company's annual report
filed on Form 10-K (File No. 0-18277) with the Securities and Exchange
Commission.
FORM 10-Q
PART I
ITEM 1
PAGE 5
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 2003
(Unaudited)
2. Stock-Based Compensation
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
Company's employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is
recognized. Had expense been recognized using the fair value method
described in FAS 123, using the Black-Scholes option pricing model, the
following pro forma results of operations would have been reported (in
thousands except for per share information):
Three Months Ended
------------------
March 31,
2003 2002
---- ----
Net loss as reported $ (6,629) $ (4,931)
Stock-based employee compensation cost,
net of related tax effects (1,534) (1,467)
--------- ---------
Pro forma net loss $ (8,163) $ (6,398)
========= =========
Net loss per share, as reported:
Basic $ (.16) $ (.12)
Diluted $ (.16) $ (.12)
Pro forma net loss per share:
Basic $ (.19) $ (.15)
Diluted $ (.19) $ (.15)
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 Company's 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 management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair
values of its employee stock options.
FORM 10-Q
PART I
ITEM 1
PAGE 6
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 2003
(Unaudited)
3. Net Loss per Share
The following table sets forth the computation of basic and diluted
loss per share for the three months ended March 31 (in thousands,
except per share amounts):
Three Months Ended
------------------
March 31,
2003 2002
---- ----
Numerator:
Net loss $ (6,629) $ (4,931)
======== ========
Denominator:
Denominator for basic loss
per share-weighted average shares 42,054 42,405
Effect of dilutive securities:
Employee stock options - -
-------- --------
Denominator for diluted loss per
share-adjusted weighted-average shares
and assumed conversions 42,054 42,405
======== ========
Basic loss per share $ (0.16) $ (0.12)
======== ========
Diluted loss per share $ (0.16) $ (0.12)
======== ========
4. Inventories
Inventories are valued at the lower of cost (determined using the
first-in, first-out method) or market. Inventories were as follows as
of March 31, 2003 and December 31, 2002 (in thousands):
March 31, 2003 December 31, 2002
-------------- -----------------
Raw materials ........... $19,810 $22,320
Work-in-process ......... 2,287 2,992
Finished goods .......... 4,161 5,013
------- -------
$26,258 $30,325
======= =======
FORM 10-Q
PART I
ITEM 1
PAGE 7
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 2003
(Unaudited)
5. Product Warranties
The Company generally offers a two-year warranty for all of its
products. The Company provides for the estimated cost of product
warranties at the time product revenue is recognized. Factors that
affect the Company's 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 liabilities" on the Condensed
Consolidated Balance Sheets.
Product warranty activity for the three months ended March 31, 2003 is
as follows (in thousands):
Balance as of December 31, 2002 $ 1,379
Accruals for warranties issued during the period 169
Decrease to pre-existing warranties (220)
Settlements made during the period (125)
-------
Balance as of March 31, 2003 $ 1,203
=======
6. Comprehensive Income (Loss)
Total comprehensive loss was ($6,641,000) and ($5,586,000) for the
three months ended March 31, 2003 and March 31, 2002, respectively.
Other comprehensive loss consisted principally of adjustments for
foreign currency translation gains (losses) in the amounts of $10,000
and ($7,000) and unrealized (losses) on available for sale securities
in the amount of ($22,000) and ($648,000) for the three months ended
March 31, 2003 and March 31, 2002, respectively.
7. Impact of Recently Issued Accounting Standards
In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 143 (FAS 143) "Accounting for Asset Retirement
Obligations," which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. It also applies to
legal obligations associated with retirement of long-lived assets that
result from the acquisition, construction, development and/or the
normal operation of a long-lived asset except for certain obligations
of lessees. The Company adopted FAS 143 in the first quarter of 2003.
The adoption of FAS 143 did not have a significant impact on the
Company's financial position or results of operations.
In July 2002, the FASB issued Statement of Financial Accounting
Standards No. 146 (FAS 146), "Accounting for Costs Associated with Exit
or Disposal Activities." The statement requires companies to recognize
costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal
plan. Costs covered by the standard include lease termination costs and
certain employee severance costs that are associated with a
restructuring, plant closing or other exit or disposal activity. This
statement is effective for exit or disposal activities initiated after
December 31, 2002. FAS 146 may affect the timing of the Company's
recognition of future exit or disposal costs, if any.
FORM 10-Q
PART I
ITEM 1
PAGE 8
VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements (Continued)
March 31, 2003
(Unaudited)
7. Impact of Recently Issued Accounting Standards (continued)
In November 2002, the FASB issued Interpretation No. 45 (FIN 45),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45
requires that upon issuance of a guarantee, the guarantor must disclose
and recognize a liability for the fair value of the obligation it
assumes under that guarantee. The initial recognition and measurement
requirement of FIN 45 is effective for guarantees issued or modified
after December 31, 2002. The Company adopted FIN 45 in the first
quarter of 2003. The adoption of FIN 45 did not have a significant
impact on the Company's financial position or results of operations.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities," which requires the consolidation of a
variable interest entity, as defined, by its primary beneficiary.
Primary beneficiaries are those companies that are subject to a
majority of the risk of loss or entitled to receive a majority of the
entity's residual returns, or both. In determining whether it is the
primary beneficiary of a variable interest entity, an entity with a
variable interest shall treat variable interests in that same entity
held by its related parties as its own interests. The Interpretation is
effective prospectively for all variable interests obtained subsequent
to December 31, 2002. For variable interests existing prior to December
31, 2002, consolidation will be required beginning July 1, 2003. The
Company is currently evaluating the impact of adopting the
Interpretation and does not believe it will have a material impact on
its financial position or results of operations.
FORM 10-Q
PART I
ITEM 2
PAGE 9
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 2003
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 2003
Except for historical information contained herein, some matters discussed in
this report constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The words "believes," "expects,"
"anticipates," "intend," "estimate," "plan," "assumes," "may," "will," and other
similar expressions identify forward-looking statements. 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 and in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002. Reference is made in
particular to the discussions set forth below in this report under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
set forth in the Annual Report on Form 10-K under Part I, Item 1 -- "Business --
Second-Generation Automated Manufacturing Line," "--Competition," "--Patents,"
"--Licensing," and "--Risk Factors," under Part I, Item 3 -- "Legal
Proceedings," and under Part II, Item 7 -- "Management's Discussion and Analysis
of Financial Condition and Results of Operations." 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 Securities and Exchange Commission
from time to time, including Forms 10-Q, 8-K and 10-K, which may supplement,
modify, supersede or update those risk factors.
Results of Operations
Three months ended March 31, 2003 compared to three months ended March 31, 2002
Net revenues for the first quarter of 2003 were $37,740,000, an increase of
$3,120,000 (9.0%) as compared to $34,620,000 for the same period a year ago, but
decreased by 9.4% on a sequential basis from the fourth quarter of 2002. The
increase in net revenues resulted primarily from an increase in unit shipments
of standard and custom products of approximately $3,525,000, offset by a
decrease in license revenue of $405,000. While orders during the quarter
increased by 3.6% compared with the fourth quarter of 2002, orders are still
significantly less than fiscal year 2000 and the first half of 2001, and the
Company does not anticipate a return to historic demand levels for its first-
and second-generation products during the remainder of 2003, and visibility
beyond 2003 is limited. The decrease in license revenues was due to the
termination of cooperative agreements with Nagano Japan Radio Company, Ltd.
("NJRC") on March 18, 2003, effective September 18, 2003, and the expiration of
a patent which provided the basis for royalties from other licensees. Going
forward, license revenues will be less than prior periods unless and until the
Company enters into new license arrangements. Remaining revenues from NJRC will
be recognized as payments are received. The book-to-bill ratio for the first
quarter of 2003 was 1.02 as compared to 1.01 for the first quarter of 2002.
FORM 10-Q
PART I
ITEM 2
PAGE 10
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 2003
(Continued)
Gross margin for the first quarter of 2003 increased $745,000 (9.1%) to
$8,907,000 from $8,162,000, and remained unchanged at 23.6% as a percentage of
net revenues. The primary component of the increase in gross margin dollars was
the increase in net revenues and changes in the revenue mix. The gross margin
percentage remained unchanged despite the increase in net revenues due to a
higher percentage of second-generation product shipments in the first quarter of
2003 as compared to the first quarter of 2002, along with the decrease in
license revenue. Gross margins on second-generation products continue to be
significantly lower than those of first-generation products. In addition, the
useful lives of certain equipment in connection with the conversion of
second-generation products to the FasTrak platform were shortened during the
first quarter of 2003, which resulted in an incremental increase in depreciation
expense of approximately $110,000 in the quarter. These items were partially
offset by lower provisions for product warranty reserves and inventory reserves
for potential excess raw materials in the first quarter of 2003 of approximately
$900,000. The Company continues to refine the design, processes, equipment and
parts associated with second-generation products. Unless and until the Company
achieves higher production volumes for both the first- and second-generation
products and attains higher yield levels and component cost reductions on
second-generation products, gross margins will continue to be adversely
affected.
Selling, general and administrative expenses were $10,324,000 for the period, an
increase of $71,000 (0.7%) over the same period in 2002. As a percentage of net
revenues, selling, general and administrative expenses decreased to 27.4% from
29.6%. The principal components of the $71,000 increase were $334,000 (8.5%) of
increased compensation expense, $171,000 (34.3%) of increased advertising
expenses, $144,000 (154.3%) of increased audit and tax fees, $79,000 (18.7%) of
increased costs associated with the operations of the Vicor Integrated
Architects ("VIAs") and $69,000 (9.6%) of increased depreciation expense. The
principal component offsetting the above increases was $940,000 (67.1%) of
decreased legal fees. The increase in compensation expense was partially due to
the completion in the first quarter of 2002 of the internally developed software
project of the Company's new Enterprise Resource Planning System. In accordance
with Statement of Position 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use," certain costs associated with the
project were capitalized, and capitalization ceased upon completion. During the
third quarter of 2002, the Company and its primary legal counsel for the
Company's patent infringement actions (see Part II, Item 1 - "Legal
Proceedings") reached an agreement on legal fees providing for a reduction in
the fees to be paid by the Company from January 1, 2002 until final resolution
of each action. As a result of this agreement, the Company realized
approximately $97,000 in reduced legal expense during the first quarter of 2003.
In addition, activity on these matters was significantly lower during the first
quarter of 2003 as compared to the first quarter of 2002.
Research and development expenses increased $227,000 (4.4%) to $5,334,000 and
decreased as a percentage of net revenues to 14.1% from 14.8%. The principal
components of the $227,000 increase were $208,000 (69.1%) in increased
development costs associated with the automation and test engineering groups, as
less of these departments' efforts were associated with internally constructed
manufacturing and test equipment in 2003 as compared to 2002, and $94,000 (3.1%)
of increased compensation expense. Approximately $268,000 of the net increase in
compensation expense was due to increases in the headcount at the Company's
Picor subsidiary, offset by a net reduction of $174,000 in other engineering
departments. These increases were offset by a $235,000 (46.4%) reduction in
project material costs.
FORM 10-Q
PART I
ITEM 2
PAGE 11
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 2003
(Continued)
Other income (expense), net increased $944,000 (166.5%) to $377,000 from
($567,000) for the same period a year ago. Other income (expense) is primarily
comprised of interest income derived from invested cash and cash equivalents and
short-term investments as well as a note receivable associated with the
Company's real estate transaction which was repaid in May 2002. The increase in
other income (expense), net was due to the write-down of obsolete equipment of
$1,159,000 in the first quarter of 2002 with no such write-downs in 2003. This
was offset by decreases in interest income of approximately $330,000 due to
decreases in average interest rates and the repayment of the real estate loan by
the borrower in 2002.
Loss before income taxes was $6,374,000 for the first quarter of 2003 compared
to a loss before income taxes of $7,765,000 for the same period in 2002.
The effective tax rate for the first quarter of 2003 was a provision of (4.0%),
compared to a benefit of 36.5% for the same period in 2002. During 2002, the
Company recorded a tax benefit of 36.5% reducing pre-tax losses due to a
five-year carry-back provision allowed by a temporary change in the tax laws.
Beginning in 2003, with tax rules reverting to a two-year carry-back provision,
any losses incurred will be available only to offset future taxable income.
Although any losses incurred in future periods will be available to offset
future taxable income, due to the inherent uncertainty surrounding estimating
future taxable income, if any, the Company does not expect to record a benefit
for Federal and state income tax purposes in 2003. The Company will continue to
assess its effective tax rate and the need for valuation allowances against its
deferred tax assets. A provision in 2003 is required as the Company operates in
various state and international taxing jurisdictions and is subject to a variety
of income and related taxes.
Diluted loss per share was $(0.16) for the first quarter of 2003, compared to
diluted loss per share of $(0.12) for the first quarter of 2002.
Liquidity and Capital Resources
At March 31, 2003 the Company had $72,380,000 in cash and cash equivalents. The
ratio of current assets to current liabilities was 8.0:1 at March 31, 2003
compared to 8.5:1 at December 31, 2002. Working capital decreased $5,500,000,
from $152,679,000 at December 31, 2002 to $147,179,000 at March 31, 2003. The
primary factors affecting the working capital decrease were a decrease in
inventory of $4,067,000, a decrease in short-term investments of $3,313,000 and
an increase in current liabilities of $601,000, offset by an increase in
accounts receivables of $2,361,000. The primary sources of cash for the three
months ended March 31, 2003 were from the net sales of short-term investments of
$3,207,000. The primary use of cash for the three months ended March 31, 2003
was for the acquisition of treasury stock of $2,562,000.
The Company's primary liquidity needs are for making continuing investments in
manufacturing equipment, much of which is built internally, particularly
equipment for the FasTrak platform and for the Company's new products. The
internal construction of manufacturing machinery, in order to provide for
additional manufacturing capacity, is a practice which the Company expects to
continue in the future. While the Company expects capital spending to be higher
in 2003 than 2002, it will be less than the spending levels in 2001 and 2000.
FORM 10-Q
PART I
ITEM 2
PAGE 12
VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 2003
(Continued)
The Company anticipates that the automation and test engineering groups, which
build the manufacturing equipment internally, will be spending more time in
development and support and maintenance activities in 2003, the costs of which
are expensed. The Company has nearly completed an upgrade to its
second-generation production equipment, internally designated as FasTrak, which
the Company anticipates will help to increase production capacity and reduce
manufacturing costs. In February 2001, management approved approximately
$16,000,000 in new capital expenditures to execute this plan. Through March 31,
2003, the Company has spent approximately $12,650,000 under this plan, of which
approximately $160,000 was in construction-in-progress at March 31, 2003. It is
expected that this equipment will be completed and placed into service during
the second quarter of 2003, which should complete this spending plan.
In November 2000, the Board of Directors of the Company authorized the
repurchase of up to $30,000,000 of the Company's 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 $2,562,000 for the repurchase of 453,400 shares of
Common Stock during the three months ended March 31, 2003. As of March 31, 2003,
the Company had approximately $26,000,000 remaining under the plan.
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 March 31, 2003, the Company had approximately $100,000 of
capital expenditure commitments.
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 significant during the last three fiscal years.
Cost Reduction Plan
In October 2001, the Company announced a cost reduction plan. Under this plan,
the Company continues to require a reduced work schedule for direct factory
employees as required by production demands, and mandatory use of certain
accrued personal time by all other employees. The need for this plan is reviewed
by senior management on a periodic basis, and the Company expects the plan to
continue for the foreseeable future.
FORM 10-Q
PART I
ITEM 3
PAGE 13
VICOR CORPORATION
March 31, 2003
New Power System Architecture Introduced
On April 29, 2003, the Company announced the introduction of a new power system
architecture based on an array of proprietary power conversion technologies. The
Company believes the new architecture, called Factorized Power Architecture
("FPA"), will provide power system designers with enhanced performance at a
lower cost than attained with conventional Distributed Power Architecture
("DPA"). FPA is enabled by power conversion components called V-I Chips
or VICs. The first V-I Chip product offerings were introduced on
May 12, 2003 and the Company expects to introduce additional Factorized Power
products over the next several months.
Item 3 - Quantitative and Qualitative Disclosures 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 and
short-term investments, changes in the equity price of the Company's investment
in Scipher, plc, a U.K. company, and fluctuations in foreign currency exchange
rates.
As the Company's cash and cash equivalents consist principally of money market
securities, which are short-term in nature, the Company's exposure to market
risk on interest rate fluctuations for these investments is not significant. The
Company's short-term investments consist mainly of corporate debt securities, a
major portion of which have maturities of less than one year. 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.
The equity price risk of the Company's investment in Scipher, plc may be
material as the market price of the Scipher, plc stock has experienced
significant fluctuations over the past eighteen months. At April 30, 2003, the
fair value of the Company's investment in Scipher, plc was $215,000, which
represents an unrealized loss of $325,000 from December 31, 2002.
The Company's 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. The Company believes that this market risk is
currently not material due to the relatively small size of VJCL's operations.
FORM 10-Q
PART I
ITEM 4
PAGE 14
VICOR CORPORATION
March 31, 2003
Item 4 - Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), within the ninety day period prior to the filing date of
this report, the Company conducted an evaluation under the supervision and with
the participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, regarding the effectiveness of
the design and operation of the Company's disclosure controls and procedures. In
designing and evaluating the Company's 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 a 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 Chief Executive Officer and
Chief Financial Officer concluded that they believe the Company's 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 Commission's 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) Change in internal controls
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date the Company carried out its evaluation.
FORM 10-Q
PART II
ITEM 1
PAGE 15
VICOR CORPORATION
Part II - Other Information
March 31, 2003
Item 1 - Legal Proceedings
On September 13, 2002, Exar Corporation ("Exar"), a vendor for the Company,
filed a complaint against the Company in the Superior Court of the State of
California, County of Alameda (the "Superior Court"). The complaint alleges
breach of contract and breach of implied covenant of good faith and fair dealing
in connection with the alleged purchase, under a "last time buy" arrangement, by
the Company of certain quantities of integrated circuits manufactured and
contained on silicon wafers from Exar. Exar alleges compensatory damages of
approximately $2,200,000. The Company filed an answer denying the substantive
allegations of Exar's complaint and several cross-complaints. A private
mediation between the parties has been scheduled for June 2, 2003. If the
parties are unable to resolve the matter through mediation, the Superior Court
will set a trial date on June 27, 2003. Management of the Company does not
expect that the ultimate resolution of the California lawsuit, including Exar's
complaint and Vicor's cross-complaints will have a material adverse impact on
the Company's financial position.
As previously disclosed in Vicor's Form 10-K for the year ended December 31,
2002, Vicor and VLT, Inc. ("VLT"), a wholly owned subsidiary of the Company, are
pursuing Reset Patent infringement claims directly against Artesyn Technologies,
Lambda Electronics, Lucent Technologies, Tyco Electronics Power Systems, Inc.
and Power-One in the United States District Court in Boston, Massachusetts.
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 addition, the Company is involved in certain other litigation incidental to
the conduct of its business. While the outcome of lawsuits against the Company
cannot be predicted with certainty, management does not expect any current
litigation to have a material adverse impact on the Company.
FORM 10-Q
PART II
ITEM 2-6
PAGE 16
VICOR CORPORATION
Part II - Other Information
March 31, 2003
(Continued)
Item 2 - Changes in Securities and Use of Proceeds
Not applicable.
Item 3 - Defaults Upon Senior Securities
Not applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5 - Other Information
Not applicable.
Item 6 - Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit Number Description
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K - None
FORM 10-Q
PART II
PAGE 17
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 thereunto duly authorized.
VICOR CORPORATION
Date: May 12, 2003 By:/s/ Patrizio Vinciarelli
-------------------------
Patrizio Vinciarelli
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
Date: May 12, 2003 By:/s/ Mark A. Glazer
-------------------
Mark A. Glazer
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATIONS
I, Patrizio Vinciarelli, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vicor
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) Designed such disclosure controls and procedures 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
quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: May 12, 2003 /s/ Patrizio Vinciarelli
------------------------
Patrizio Vinciarelli
Chief Executive Officer
CERTIFICATIONS
I, Mark A. Glazer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Vicor
Corporation;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
a) Designed such disclosure controls and procedures 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
quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Dated: May 12, 2003 /s/ Mark A. Glazer
-----------------------
Mark A. Glazer
Chief Financial Officer