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VICR > SEC Filings for VICR > Form 10-Q on 4-Nov-2009All Recent SEC Filings

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Form 10-Q for VICOR CORP


4-Nov-2009

Quarterly Report

Management's Discussion and Analysis of Financial Condition and Results of Operation September 30, 2009 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
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," "plans," "assumes," "may," "will," "would," "should," "continue," "prospective," "project," and other similar expressions identify forward-looking statements. Forward-looking statements also include statements regarding the derivation of a portion of the Company's sales in each quarter from orders booked in the same quarter, the Company's plans to invest in research and development and manufacturing equipment, the Company's belief regarding market risk being mitigated because of limited foreign exchange fluctuation exposure, the Company's continued success depending in part on its ability to attract and retain qualified personnel, the Company's belief that cash generated from operations and the total of its cash and cash equivalents and short-term investments will be sufficient for the foreseeable future, the Company's intention regarding protecting its rights under its patents and the Company's expectation that no current litigation or claims will have a material adverse impact on its financial position or results of operations. These statements are based upon the Company's current expectations and estimates as to the prospective events and circumstances which may or may not be within the Company's control and as to which there can be no assurance. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors, including our ability to develop and market new products and technologies cost effectively, to leverage design wins into increased product sales, to continue to make progress with key customers and prospects, to decrease manufacturing costs, to enter into licensing agreements that amplify the market opportunity and accelerate market penetration, to realize significant royalties under license agreements, to achieve a sustainable increased bookings rate over a longer period, to hire key personnel and to continue to build our three business units, to successfully enforce our intellectual property rights, to successfully defend outstanding litigation, to successfully leverage the V*I Chips in standard products to promote market acceptance of Factorized Power Architecture, to develop or maintain an effective system of internal controls, to obtain required financial information for certain investments on a timely basis, and factors impacting the Company's various end markets, the impact of write-downs in the value of assets, the effects of equity accounting with respect to certain affiliates, the failure of auction rate securities to sell at their reset dates as well as those factors described in the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, under Part I, Item I - "Business," under Part I, Item 1A - "Risk Factors," under Part I, Item 3 - "Legal Proceedings," and under Part II, Item 7 - "Management's 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, 8-K and 10-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. 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 its products primarily to customers in the higher-performance, higher-power segments of the power systems market, including telecommunications and networking infrastructure, enterprise and high performance computing, industrial automation, vehicles and transportation, and defense electronics, through a network of independent sales representative organizations in North and South America and, internationally, through independent distributors. Export sales as a percentage of total revenues for the nine months ended September 30 were approximately 39% in 2009 and 43% in 2008, respectively.
The Company has organized its business segments according to its key product lines. The Brick Business Unit segment ("BBU") designs, develops, manufactures and markets the Company's modular power converters and configurable products, and also includes the operations of the Company's Westcor division, the six entities comprising Vicor Custom Power, and Vicor Japan Company, Ltd. ("VJCL"). The V*I Chip segment consists of V*I Chip Corporation, a wholly owned subsidiary which designs, develops, manufactures and markets the Company's Factorized Power Architecture ("FPA") products. The Picor segment consists of Picor Corporation, a majority-owned subsidiary of Vicor, which designs, develops, manufactures 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 Vicor's products or to third parties for separate applications.

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Table of Contents

VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operation September 30, 2009 Revenues for the third quarter decreased by 6.9% to $47,746,000, compared to $51,278,000 for the corresponding period a year ago, and decreased 5.7% on a sequential basis from $50,627,000 for the second quarter of 2009. Gross margin decreased to $20,668,000 for the third quarter of 2009, compared to $21,903,000 for the corresponding period a year ago, and decreased on a sequential basis from $22,598,000 for the second quarter of 2009. Gross margin, as a percentage of revenue, increased to 43.3% for the third quarter of 2009 compared to 42.7% for the third quarter of 2008, but decreased on a sequential basis from 44.6% for the second quarter of 2009. Net income (loss) attributable to Vicor Corporation for the third quarter was $1,691,000, or $0.04 per diluted share, compared to net income (loss) attributable to Vicor Corporation of $609,000, or $0.01 per diluted share, for the corresponding period a year ago and net income
(loss) attributable to Vicor Corporation of $1,341,000, or $0.03 per diluted share, for the second quarter of 2009. Revenues for the nine months ended September 30, 2009 decreased by 3.4% to $148,821,000, compared to $154,044,000 for the corresponding period a year ago. Net income (loss) attributable to Vicor Corporation for the nine months ended September 30, 2009 was $489,000, or $0.01 per diluted share, compared to net income (loss) attributable to Vicor Corporation of $(94,000), or $(0.00) per diluted share, for the corresponding period a year ago. The operating results were negatively impacted by aggregate pre-tax charges of $4,083,000 for the cost of severance and other employee-related costs in connection with the Company's workforce reductions implemented during the nine months ended September 30, 2009, partially offset by a settlement payment discussed below. The book-to-bill ratio, calculated by the dollar amount of orders placed with scheduled delivery dates within one year divided by the net revenues in the respective period, was 1.19:1 for the third quarter of 2009, compared to 0.79:1 for the second quarter of 2009. Backlog, representing the total of purchase orders received for which product has not yet been shipped, was $50,502,000 at the end of the third quarter of 2009, as compared to $41,515,000 at the end of the second quarter of 2009. Operating expenses for the three months ended September 30, 2009 decreased $2,768,000, or 12.9%, to $18,736,000 from $21,504,000 in 2008, principally due to decreases in selling, general and administrative expenses of $2,078,000 and a gain from litigation-related and other settlements, net of $846,000, discussed below, partially offset by a pre-tax severance charge of $126,000 in connection with a workforce reduction completed in the third quarter of 2009. The key decreases in selling, general and administrative expenses were compensation expenses of $799,000, advertising expenses of $285,000, audit and legal fees of $249,000, travel expenses of $152,000 and commission expense of $132,000. Operating expenses for the nine months ended September 30, 2009 decreased $2,048,000, or 3.2%, to $62,897,000 from $64,945,000 in 2008, principally due to decreases in selling, general and administrative expenses of $5,263,000, an increase in gain from litigation-related and other settlements, net of $669,000 and research and development expenses of $199,000, offset by an aggregate pre-tax severance charge of $4,083,000 in connection with workforce reductions implemented during the nine months ended September 30, 2009. The key decreases in selling, general and administrative expenses were compensation expenses of $1,853,000, legal fees of $1,038,000, audit and tax fees of $673,000, advertising expenses of $575,000, travel expenses of $528,000 and commissions expense of $377,000. During the third quarter of 2009, the Company entered into a release and settlement agreement with a vendor over alleged product performance issues with certain of the vendor's products. The Company received a payment of $750,000 in consideration for the settlement, which is recorded in "Gain from litigation-related and other settlements, net" in the accompanying consolidated statement of operations. In addition, the Company completed discussions with Exar and Rohm, resulting in separate settlement agreements calling for a final payment to Exar of $70,000 and no additional payment due Rohm. As a result of the settlements, the Company reversed a remaining excess accrual of approximately $96,000 in the third quarter of 2009, which is recorded in "Gain from litigation-related and other settlements, net" in the accompanying Condensed Consolidated Statement of Operations. Other income (expense), net for the three months ended September 30, 2009 decreased $20,000 to $251,000 from $271,000 in 2008. The primary reasons for the decrease were a decrease in interest income of $224,000, offset by an increase in foreign currency gains of $213,000.

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VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operation September 30, 2009 Other income (expense), net for the nine months ended September 30, 2009 decreased $1,379,000 to $562,000 from $1,941,000 in 2008. The primary reasons for the decrease were a decrease in interest income of $1,202,000.
For the nine months ended September 30, 2009, depreciation and amortization was $7,741,000, and capital additions were $4,282,000, compared to $7,824,000 and $6,557,000, respectively, for the first nine months of 2008.
Inventories decreased by approximately $4,491,000 or 16.8% to $22,190,000 as compared with $26,681,000 at December 31, 2008. The decrease was primarily attributed to decreases in BBU and V*I Chip inventories of approximately $3,390,000 and $1,213,000, respectively, partially offset by an increase in Picor's inventories of $112,000.
Critical Accounting Policies and Estimates Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2008, for a complete summary of the critical accounting policies and estimates.
Three months ended September 30, 2009 compared to three months ended September 30, 2008
Net revenues for the third quarter of 2009 were $47,746,000, a decrease of $3,532,000 or 6.9%, as compared to $51,278,000 for the same period a year ago, and a decrease of 5.7% on a sequential basis from the second quarter of 2009.
The components of revenue were as follows (dollars in thousands):

                                                Three Months Ended
                                    September 30,           Increase (decrease)
                                  2009         2008            $              %
           BBU                  $ 44,347     $ 46,673     $    (2,326 )       (5.0 )%
           V*I Chip                2,919        4,315          (1,396 )      (32.4 )%
           Picor                     480          290             190         65.5 %

           Total                $ 47,746     $ 51,278     $    (3,532 )       (6.9 )%


           Book-to-Bill Ratio     1.19:1       1.20:1

Orders during the quarter increased by 41.6% compared with the second quarter of 2009. This increase was caused by an increase in BBU orders of 43.4% and an increase in V*I Chip orders during the period of 37.8%. The quarterly book-to-bill ratio has been volatile and management believes that the ratio is not always an accurate indicator of the amount or timing of future revenue.
Gross margin for the third quarter of 2009 decreased $1,235,000, or 5.6%, to $20,668,000 from $21,903,000 in the third quarter of 2008. Gross margin, as a percentage of net revenues, increased to 43.3% from 42.7% as a percentage of net revenues. The primary component of the decrease in gross margin dollars was the decrease in net revenues. The primary component of the increase in gross margin percentage was a more favorable product mix, principally due to increased shipments of higher gross margin Vicor Custom Power products and a decrease in shipments of lower gross margin V*I Chip products, along with lower brick production costs.
Selling, general and administrative expenses were $11,625,000 for the period, a decrease of $2,078,000, or 15.2%, as compared to $13,703,000 for the same period in 2008. Selling, general and administrative expenses as a percentage of net revenues, decreased to 24.3% from 26.7% for the same period in 2008.

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                               VICOR CORPORATION
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operation
                               September 30, 2009
   The components of the $2,078,000 decrease were as follows (in thousands):

                                                  Increase (decrease)
              Compensation                    $   (799 )     (13.5) % (1)
              Advertising expenses                (285 )     (36.1) % (2)
              Legal fees                          (185 )     (38.0) % (3)
              Travel expenses                     (152 )     (29.1) % (4)
              Commissions expense                 (132 )     (11.1) % (5)
              Stockholder reporting                (75 )      (69.2 )%
              Audit and tax fees                   (63 )      (14.5 )%
              Depreciation and amortization        (58 )       (6.9 )%
              Project materials                    (53 )      (84.3 )%
              Training expenses                    (47 )      (13.4 )%
              Facilities expenses                  (43 )      (14.7 )%
              Other, net                          (186 )       (6.8 )%

                                              $ (2,078 )      (15.2 )%

(1) Decrease primarily attributable to the workforce reductions completed in the first, second and third quarters of 2009.

(2) Decrease is primarily attributed to decreased advertising in trade publications.

(3) Decrease primarily attributed to a decrease in activity associated with the Company's lawsuit brought against certain of its insurance carriers with respect to the Ericsson, Inc. settlement of product liability litigation in the third quarter of 2009 compared to 2008.

(4) Represents an overall reduction in travel across all business units and functional groups.

(5) Decrease primarily attributed to the decrease in net revenues and changes in the mix of revenues subject to commissions.

Research and development expenses were $7,831,000 for the period, an increase of $30,000, or 0.4%, as compared to $7,801,000 for the same period in 2008. As a percentage of net revenues, research and development increased to 16.4% from 15.2%.

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Table of Contents

                               VICOR CORPORATION
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operation
                               September 30, 2009
   The components of the $30,000 increase were as follows (in thousands):

                                                     Increase (decrease)
            Project materials                     $   323        51.4 % (1)
            Vicor Custom Power related expenses       233        40.2 % (2)
            Facility expenses                         (49 )     (11.9 )%
            Compensation                             (273 )     (5.1) % (3)
            Deferred costs                           (130 )     100.0 % (4)
            Other, net                                (74 )      (8.7 )%

                                                  $    30        (0.4 )%

(1) Increase primarily attributed to a increase in project materials associated with V*I Chip and Picor products.

(2) Increase primarily attributed to increased outside services of $148,000 and an increase in compensation expense of $79,000.

(3) Decrease primarily attributed to the workforce reduction that was completed in the first quarter of 2009.

(4) Decrease primarily attributed to an increase in deferred costs capitalized for certain non-recurring engineering projects for which the related revenues have been deferred.

During the third quarter of 2009, senior management authorized additional reductions in its workforce. The Company completed the workforce reduction in the third quarter of 2009 and recorded a pre-tax charge for severance and other employee-related costs of $126,000 in the third quarter of 2009.
During the third quarter of 2009, the Company entered into a release and settlement agreement with a vendor over alleged product performance issues with certain of the vendor's products. The Company received a payment of $750,000 in consideration for the settlement, which is recorded in "Gain from litigation-related and other settlements, net" in the accompanying consolidated statement of operations. In addition, the Company completed discussions with Exar and Rohm, resulting in separate settlement agreements calling for a final payment to Exar of $70,000 and no additional payment due Rohm. As a result of the settlements, the Company reversed a remaining excess accrual of approximately $96,000 in the third quarter of 2009, which is recorded in "Gain from litigation-related and other settlements, net" in the accompanying Condensed Consolidated Statement of Operations.
The major changes in the components of the other income (expense), net were as follows (in thousands):

                                                                             Increase
                                                       2009       2008      (decrease)
  Interest income                                     $  132     $  356     $      (224 )
  Foreign currency gains (losses)                         89       (124 )           213
  Unrealized loss on auction rate securities rights     (257 )        -            (257 )
  Unrealized gain on trading securities                  271          -             271
  Credit gain on available for sale securities             6          -               6
  Other                                                   10         39             (29 )

                                                      $  251     $  271     $       (20 )

The decrease in interest income is due to lower average balances on the Company's short and long-term investments as well as a decrease in interest rates. The increase in foreign currency gains is due to favorable exchange rates in the third quarter of 2009 as

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Table of Contents

VICOR CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operation September 30, 2009 compared to 2008. The Company's exposure to market risk for fluctuations in foreign currency exchange rates relates primarily to the operations of VJCL. The functional currency of the Company's subsidiaries in Europe and Hong Kong is the U.S. dollar. The unrealized gains (losses) and credit loss on the Company's auction rate securities and securities rights results from the change in fair value of these investments during the period.
Income (loss) before income taxes was $2,183,000 for the third quarter of 2009 compared to $670,000 for the same period in 2008.
The provision for income taxes and the effective income tax rate for the three months ended September 30, 2009 and 2008 were as follows (dollars in thousands):

                                                      Three Months Ended
                                                        September 30,
                                                      2009          2008
            Provision (benefit) for income taxes    $  193       $  (527 )
            Effective income tax rate                  8.8 %       (78.7 %)

The lower effective income tax rate for the three months ended September 30, 2009 compared to the same period in 2008 is principally due to the higher income
(loss) before income taxes than in 2008, and a prior year tax benefit of $1,123,000 recorded in the third quarter of 2008 related to a reduction in tax reserves due to the closing tax periods in certain jurisdictions. Loss from equity method investment (net of tax) decreased from $87,000 in the third quarter of 2008 to $0 in 2009. This was due to the allocation of equity method losses in the third quarter of 2008 and bringing the investment balance in GWS to zero as of December 31, 2008. Net income of noncontrolling interest decreased $202,000 to $299,000 in third quarter of 2009 from $501,000 for the same period in 2008. This was due to lower net income at certain entities in which the Company holds a noncontrolling interest. Basic and diluted income (loss) per share attributable to Vicor Corporation was $0.04 for the third quarter of 2009 compared to $0.01 for the third quarter of 2008. Nine months ended September 30, 2009 compared to nine months ended September 30, 2008 Net revenues for the nine months of 2009 were $148,821,000, a decrease of $5,223,000 or 3.4%, as compared to $154,044,000 for the same period a year ago.

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Table of Contents

                               VICOR CORPORATION
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operation
                               September 30, 2009
   The components of revenue were as follows (dollars in thousands):

                                                Nine Months Ended
                                    September 30,            Increase (decrease)
                                 2009          2008             $              %
          BBU                  $ 140,729     $ 141,646     $      (917 )       (0.6 )%
          V*I Chip                 6,626        11,722          (5,096 )      (43.5 )%
          Picor                    1,466           676             790        116.9 %

          Total                $ 148,821     $ 154,044     $    (5,223 )       (3.4 )%


          Book-to-Bill Ratio      0.99:1        1.06:1

Orders during the period decreased by 7.4% compared with the last nine months of 2008. This decrease was caused by a decrease in BBU orders during the period of 8.5%, and a decrease in V*I Chip orders of 1.9%. The book-to-bill ratio for the first nine months of 2009 was 0.99:1 as compared to 1.06:1 for the same period a year ago, and 1.04:1 for the last nine months of 2008.
Gross margin for the first nine months of 2009 decreased $379,000, or 0.6%, from $65,476,000 to $65,097,000. Gross margin as a percentage of net revenues increased to 43.7% from 42.5% compared to the same period a year ago. The primary component of the decrease in gross margin dollars was the decrease in net revenues. The primary component of the increase in gross margin percentage was due to a more favorable product mix, principally due to increased shipments of higher gross margin products from the Vicor Custom Power subsidiaries and a decrease in shipments of lower gross margin V*I Chip products along with lower brick production costs.
Selling, general and administrative expenses were $36,467,000 for the period, a decrease of $5,263,000, or 12.6%, as compared to $41,730,000 for the same period in 2008. As a percentage of net revenues, selling, general and administrative expenses decreased to 24.5% from 27.1%.

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Table of Contents

                               VICOR CORPORATION
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operation
                               September 30, 2009
   The components of the $5,263,000 decrease were as follows (in thousands):

                                                       Increase (decrease)
          Compensation                            $ (1,853 )     (10.3 )%     (1 )
          Legal fees                                (1,038 )     (53.4 )%     (2 )
          Audit and tax fees                          (673 )     (37.7 )%     (3 )
          Advertising expenses                        (575 )     (26.6 )%     (4 )
          Travel expenses                             (528 )     (31.8 )%     (5 )
          Commissions expense                         (377 )     (10.8 )%     (6 )
          Training expenses                           (239 )     (21.1 )%
          Depreciation and amortization               (127 )      (5.0 )%
          International office expenses               (105 )     (37.2 )%
          Employment advertising and recruiting        (92 )     (89.0 )%
          Facilities Expense                           (54 )      (6.2 )%
          Vicor Custom Power related expenses          640        19.7 %      (7 )
          Other, net                                  (242 )      (5.5 )%

                                                  $ (5,263 )     (12.6 )%

(1) Decrease primarily attributable . . .

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