VICOR CORP
10-Q, 1998-11-10
ELECTRONIC COMPONENTS, NEC
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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 September 30, 1998
                                   --------------------

   ---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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of September 30, 1998.

             Common  Stock,  $.01 par value  ----------------29,785,707  
             Class B Common Stock, $.01 par value -----------12,124,309

================================================================================



<PAGE>

<TABLE>
<CAPTION>

                                VICOR CORPORATION

                               INDEX TO FORM 10-Q


                                                                          Page  
                                                                         ------


<S>                                                                        <C>    
Part I - Financial Information:

    Item 1 - Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheet at                          1
           September 30, 1998 and December 31, 1997

           Condensed Consolidated Statement of Income                       2
           for the quarters ended September 30, 1998 and 1997 and
           for the nine months ended September 30, 1998 and 1997

           Condensed Consolidated Statement of Cash Flows                   3
           for the nine months ended September 30, 1998 and 1997

           Notes to Condensed Consolidated Financial                      4-5
           Statements


    Item 2 - Management's Discussion and Analysis of                      6-9
             Financial Condition and Results of Operations


Part II - Other Information:

    Item 1 - Legal Proceedings                                             10

    Item 2 - Changes in Securities                                         10

    Item 3 - Defaults Upon Senior Securities                               10

    Item 4 - Submission of Matters to a Vote of                            10
              Security Holders

    Item 5 - Other Information                                             10

    Item 6 - Exhibits and Reports on Form 8-K                              10

    Signature(s)                                                           11
</TABLE>


<PAGE>


                                                                       FORM 10-Q
                                                                       PART 1
                                                                       ITEM 1
                                                                       PAGE 1
<TABLE>
<CAPTION>


                                VICOR CORPORATION

                      Condensed Consolidated Balance Sheet
                                 (In thousands)
                                   (Unaudited)


                   Assets              September 30, 1998   December 31, 1997
                   ------              ------------------   -----------------
<S>                                     <C>                 <C>    
Current assets:

    Cash and cash equivalents              $  63,241        $  84,859
    Accounts receivable, net                  28,012           35,258
    Inventories, net                          29,468           23,448
    Other current assets                       4,241            3,269
                                             -------          -------
         Total current assets                124,962          146,834

Property, plant and equipment, net           106,883           69,802
Notes receivable                               9,110            9,097
Other assets                                   7,527            3,110
                                           ----------       ---------
                                           $ 248,482        $ 228,843
                                           =========        =========


Liabilities and Stockholders' Equity
- ------------------------------------

Current liabilities:

    Accounts payable                       $  20,916        $   8,542
    Accrued liabilities                       13,030           10,025
                                              ------           ------
         Total current liabilities            33,946           18,567

Deferred income taxes                          1,852            1,852
Long term payables                             5,333               --

Stockholders' equity:

    Preferred Stock                               --               --
    Class B Common Stock                         121              122
    Common Stock                                 342              340
    Additional paid-in capital               100,181           97,980
    Retained earnings                        163,668          151,056
    Treasury stock, at cost                  (56,961)         (41,074)
                                             -------          ------- 
         Total stockholders' equity          207,351          208,424 
                                             -------          ------- 
                                           $ 248,482        $ 228,843
                                           =========        =========
</TABLE>


Note:  The balance  sheet at December 31, 1997 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.



<PAGE>


                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 1
                                                                       PAGE 2
<TABLE>
<CAPTION>

                                VICOR CORPORATION

                   Condensed Consolidated Statement of Income
                      (In thousands except per share data)
                                   (Unaudited)



                                            Three Months Ended         Nine Months Ended
                                            -------------------       -------------------
                                               September 30,             September 30,
                                             1998         1997        1998         1997  
                                             ----         ----        ----         ----  
<S>                                          <C>        <C>          <C>          <C>
Net revenues                               $ 39,318    $ 41,400      $124,228     $119,057

Costs and expenses:

 Cost of revenue                             22,085      19,967        67,408       57,146
 Selling, general and administrative          9,057       7,398        25,950       22,328
 Research and development                     4,901       4,227        15,595       12,827
                                           --------    --------      --------     --------
                                             36,043      31,592       108,953       92,301
                                           --------    --------      --------     --------

Income from operations                        3,275       9,808        15,275       26,756

Other income                                  1,070       1,332         3,792        3,664
                                           --------    --------      --------     --------

Income before income taxes                    4,345      11,140        19,067       30,420

Provision for income taxes                    1,303       4,010         6,455       10,951
                                           --------    --------      --------     --------

Net income                                 $  3,042    $  7,130      $ 12,612     $ 19,469
                                           ========    ========      ========     ========


Net income per common share:
       Basic                               $   0.07    $   0.17      $   0.30     $   0.46
       Diluted                             $   0.07    $   0.16      $   0.29     $   0.45

Shares used to compute net
   income per share:
       Basic                                 41,999      42,642        42,480       42,526
       Diluted                               42,358      43,527        43,025       43,234

</TABLE>



                             See accompanying notes.

<PAGE>


                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 1
                                                                       PAGE 3
<TABLE>
<CAPTION>


                                VICOR CORPORATION

                 Condensed Consolidated Statement of Cash Flows
                                 (In thousands)
                                   (Unaudited)

                                                                         Nine Months Ended                 
                                                                         -----------------                 
                                                               September 30, 1998    September 30, 1997
                                                               ------------------    ------------------
<S>                                                                <C>                   <C>
Operating activities:                                            
    Net income                                                     $ 12,612              $ 19,469

    Adjustments  to  reconcile  net  income to net 
    cash provided  by  operating activities:
        Depreciation and amortization                                 8,362                 6,272
        Gain on disposal of equipment                                   (22)                   (8)
        Change in current assets and
        liabilities, net                                              3,116                (1,907)
                                                                    --------              --------

           Net cash provided by operating activities                 24,068                23,826

Investing activities:
    Additions to property, plant and equipment                      (29,101)              (12,406)
    Proceeds from sale of equipment                                      41                    17
    Increase in notes receivable                                        (13)               (5,261)
    Assets acquired                                                   1,850                    --
    Increase in other assets                                         (4,778)                 (655)
                                                                    --------              --------

           Net cash used in investing activities                    (32,001)              (18,305)


Financing activities:
    Tax benefit relating to stock option plans                          683                   875
    Proceeds from issuance of Common Stock                            1,523                 6,284
    Acquisitions of treasury stock                                  (15,887)                   --
    Other                                                                (4)                   --
                                                                   ---------              --------
            Net cash (used in) provided by financing
            activities                                              (13,685)                7,159
                                                                   ---------              --------

Net (decrease) increase in cash and cash equivalents                (21,618)               12,680
                                                                                 

Cash and cash equivalents at beginning of period                     84,859                73,647
                                                                   ---------              --------
Cash and cash equivalents at end of period                         $ 63,241              $ 86,327
                                                                   =========             =========

Supplemental disclosure:
    Liabilities assumed related to acquisition                       16,000                    --                        

</TABLE>


                             See accompanying notes.

<PAGE>



                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 1
                                                                       PAGE 4

                                VICOR CORPORATION

              Notes to Condensed Consolidated Financial Statements
                               September 30, 1998
                                   (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-  and nine-  months  periods  ended
September  30, 1998 are not  necessarily  indicative  of the results that may be
expected for the year ended December 31, 1998. 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, 1997,
contained in the Company's  annual report filed on Form 10-K (File No.  0-18277)
with the Securities and Exchange Commission.

2.  NET INCOME PER SHARE

The following  table sets forth the  computation of basic and diluted income per
share for the three and nine months ended September 30 (in thousands, except per
share amounts):
<TABLE>
<CAPTION>


                                                     Three Months Ended              Nine Months Ended
                                                       September 30,                    September 30,
                                                     ----------------               -------------------
                                                    1998         1997                 1998          1997  
                                                    ----         ----                 ----          ----  
<S>                                               <C>         <C>                     <C>           <C>    
Numerator:                                    
  Net Income                                      $ 3,042     $ 7,130                $12,612       $19,469
                                                  =======     =======                =======       =======

Denominator:
  Denominator for basic income
  per share-weighted average shares                41,999      42,642                 42,480        42,526

  Effect of dilutive securities:
     Employee stock options                           359         885                    545           708
                                                  -------     -------                --------      -------

  Denominator for diluted income per share-
  adjusted weighted-average shares and
  assumed conversions                              42,358      43,527                 43,025        43,234
                                                  =======     =======                =======       =======

Basic income per share                            $  0.07     $  0.17                $  0.30       $  0.46
                                                  =======     =======                =======       =======

Diluted income per share                          $  0.07     $  0.16                $  0.29       $  0.45
                                                  =======     =======                =======       =======

</TABLE>



<PAGE>


                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 1
                                                                       PAGE 5

                                VICOR CORPORATION

              Notes to Condensed Consolidated Financial Statements
                               September 30, 1998
                                   (Continued)

3.  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 September  30,
1998 and December 31, 1997 (in thousands):
<TABLE>
<CAPTION>

                                 September 30, 1998     December 31, 1997
                                 ------------------     -----------------
<S>                                   <C>                 <C>         
Raw materials.................         $18,856             $16,715
Work-in-process...............           3,891               3,774
Finished goods................           6,721               2,959
                                      ---------            --------
                                       $29,468             $23,448
                                      ========             ========
</TABLE>


4.  ACQUISITION

Effective July 1, 1998, the Company and its wholly-owned subsidiary, Vicor Japan
Company,  Ltd.  ("VJCL"),  acquired the principal  assets of the switching power
supply  businesses  owned by the Japan Tobacco,  Inc.  Group ("JT").  The assets
acquired included automated manufacturing  equipment,  existing raw material and
finished goods inventories,  customer lists and certain  intellectual  property.
VJCL also assumed certain warranty  obligations for products  manufactured by JT
prior to the  acquisition  date and for a six  month  transition  period  ending
December  31,  1998.  The total  value of  consideration  given and  liabilities
assumed aggregated $19.1 million.  In addition to cash payments for inventories,
the  Company  has  agreed  to pay for the  automated  equipment  in three  equal
installments  of $5.3 million at December  31, 1998,  June 30, 1999 and December
31, 1999. The total cost of the purchase in excess of the net assets acquired of
approximately  $1.5  million  is being  amortized  over  ten  years.  Pro  forma
operating  results  for the  period  beginning  January  1,  1998  have not been
presented,  as the combined operating results of the acquired businesses and the
Company are not materially different from the Company's actual results.


<PAGE>


                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 2
                                                                       PAGE 6

                                VICOR CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                               September 30, 1998

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.  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, 1997.  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  Item 1 --  "Business  --  Second-Generation
Automated Manufacturing Line," "--Competition,"  "--Patents," and "--Licensing,"
and under Item 7 -- "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED  SEPTEMBER  30,  1998,  COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1997

Net  revenues  for the third  quarter of 1998 were  $39,318,000,  a decrease  of
$2,082,000 (5.0%) as compared to $41,400,000 for the same period a year ago. The
decrease in net  revenues  resulted  primarily  from a reduction  in the sale of
automated manufacturing line equipment of approximately $1,800,000.

Gross margin decreased  $4,200,000 (19.6%) from $21,433,000 to $17,233,000,  and
decreased  as a  percentage  of net  revenues  from 51.8% to 43.8%.  The primary
components  of  the  decrease  in  gross  margin  dollars  and  percentage  were
attributable to depreciation on the second-generation  automated production line
in the third quarter of 1998 of approximately $1,100,000,  increases in the unit
cost of first  generation  product and changes in the revenue mix. Gross margins
for the remainder of 1998 may be negatively  impacted by the depreciation of the
second-generation  automated production line until higher production volumes and
higher  yield  levels are  attained.  The  Company is  continuing  to  introduce
selected  models  of  its   second-generation   product  families  and  increase
production on the new  manufacturing  line;  however,  there can be no assurance
that  product  development  issues  will not  substantially  delay the  ultimate
general   introduction  of  the  complete   product  line,   require   continued
modification of product specifications, or prevent attainment of the anticipated
capacity of the new manufacturing  line.  Significant  revenues from the sale of
any product in the Company's  second-generation product line are not expected to
occur for several quarters.

Selling,  general and administrative expenses were $9,057,000 for the period, an
increase of $1,659,000  (22.4%) over the same period in 1997. As a percentage of
net revenues,  selling,  general and administrative  expenses increased to 23.0%
from 17.9%.  The principal  components of the $1,659,000  increase were $869,000
(259.4%) of increased legal costs (see Part II, Item 1--"Legal Proceedings") and
$618,000 (258.3%) of increased  international expenses primarily associated with
the first quarter of operations for VJCL.

Research and development  expenses  increased $674,000 (15.9%) to $4,901,000 and
increased as a percentage  of net  revenues to 12.5% from 10.2%.  The  principal
components  of  the  $674,000   increase  were  $721,000  (29.5%)  of  increased
compensation expense due to growth in staffing levels of engineering  personnel,
primarily  related to the  research  and  development  of the  second-generation
product line and $292,000 (100%) of increased research and development  expenses
due to the first quarter of operations for VJCL,  which increases were offset by
a decrease  of  $340,000  (53.2%)  of  project  materials  costs.  

Other income decreased  $262,000 (19.7%) from the same period a year ago to
$1,070,000. Other income is primarily comprised of interest income derived from
invested cash and cash equivalents,  as well as notes receivable associated with
the Company's real estate transactions.  Interest income decreased primarily due
to a decrease in cash and cash equivalent balances.

<PAGE>


                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 2
                                                                       PAGE 7

                                VICOR CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                               September 30, 1998
                                   (continued)

Income before  income taxes was  $4,345,000,  a decrease of  $6,795,000  (61.0%)
compared to the same period in 1997.  As a percentage  of net  revenues,  income
before  income taxes  decreased  from 26.9% to 11.1%  primarily due to the gross
margin decrease and the increase in operating expenses as discussed above.

The effective  tax rate for the third  quarter of 1998 was 30%,  compared to 36%
for the same period in 1997.  The decrease in the  effective tax rate was due to
the impact of expected  tax  credits in 1998 on a lower  level of income  before
income taxes.

Net income per share (diluted) was $.07 for the third quarter of 1998,  compared
to $.16 for the third quarter of 1997, a decrease of $.09 (56.3%).

NINE MONTHS  ENDED  SEPTEMBER  30,  1998,  COMPARED  TO NINE  MONTHS  ENDED
SEPTEMBER 30, 1997

Net revenues for the first nine months of 1998 were $124,228,000, an increase of
$5,171,000  (4.3%) as compared to  $119,057,000  for the same period a year ago.
The  growth in net  revenues  resulted  primarily  from a net  increase  of unit
shipments of standard and custom products of approximately  $11,500,000,  offset
by reductions in the sale of automated  manufacturing line equipment and license
income of approximately $5,100,000 and $1,200,000, respectively.

Gross margin decreased  $5,091,000 (8.2%) to $56,820,000 from  $61,911,000,  and
decreased  as a  percentage  of net  revenues  from 52.0% to 45.7%.  The primary
components  of  the  decrease  in  gross  margin  dollars  and  percentage  were
attributable to depreciation on the second-generation  automated production line
in the second  and third  quarter of 1998 of  approximately  $2,200,000,  and to
changes in the  revenue  mix.  As  discussed  above,  the gross  margins for the
remainder  of  1998  may  be  negatively  impacted  by the  depreciation  of the
second-generation  automated production line until higher production volumes and
higher yield levels are attained.

Selling, general and administrative expenses were $25,950,000 for the period, an
increase of $3,622,000  (16.2%) over the same period in 1997. As a percentage of
net revenues,  selling,  general and administrative  expenses increased to 20.9%
from 18.8%.  The principal  components of the $3,622,000  increase were $757,000
(8.7%) of  increased  compensation  expense due to growth in staffing  levels of
selling and administrative personnel;  $716,000 (79.9%) of increased legal costs
(see Part II, Item 1--"Legal Proceedings"); $697,000 (555.6%) of increased costs
for training and consulting  fees for the  implementation  of the new Enterprise
Resource  Planning system;  $414,000 (50.1%) of increased  international  office
expenses,  primarily due to the first quarter of operations  for VJCL;  $253,000
(7.6%) of increased sales commission  expense,  and an increase in the Company's
Vicor Integration Architect  subsidiaries'  selling,  general and administrative
expenses of $174,000 (14.3%).

Research and development  expenses  increased  $2,768,000 (21.6%) to $15,595,000
and increased as a percentage of net revenues to 12.6% from 10.8%.  The increase
was primarily  related to the research and development of the  second-generation
product  line.  The  principal   components  of  the  $2,768,000  increase  were
$2,254,000 (30.9%) of increased  compensation  expense due to growth in staffing
levels;  $292,000 (100.0%) of increased  international  research and development
costs related to the first quarter of operations for VJCL, and $213,000  (18.4%)
of increased depreciation expense.

Other  income  increased  $128,000  (3.5%)  from the same  period a year ago, to
$3,792,000.  Other income is primarily comprised of interest income derived from
invested cash and cash equivalents,  as well as notes receivable associated with
the Company's real estate transactions.

<PAGE>



                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 2
                                                                       PAGE 8

                                VICOR CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                               September 30, 1998
                                   (continued)

Income before income taxes was  $19,067,000,  a decrease of $11,353,000  (37.3%)
compared to the same period in 1997.  As a percentage  of net  revenues,  income
before  income taxes  decreased  from 25.6% to 15.3%  primarily due to the gross
margin decrease and the increase in operating expenses as discussed above.

The effective  tax rate for the nine months ended  September 30, 1998 was 33.9%,
compared to 36% for the same period in 1997.  The decrease in the  effective tax
rate was due to the impact of  expected  tax credits in 1998 on a lower level of
income before income taxes.

Net income per share  (diluted) was $.29 for the nine months ended September 30,
1998, compared to $.45 for the same period in 1997, a decrease of $.16 (35.6%).

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1998 the Company had $63,241,000 in cash and cash  equivalents.
The ratio of current assets to current  liabilities  was 3.7:1 compared to 7.9:1
at December 31, 1997. Working capital decreased  $37,251,000,  from $128,267,000
at December 31, 1997 to $91,016,000  at September 30, 1998. The primary  factors
affecting the working  capital  decrease were a decrease in cash of $21,618,000,
an increase in accounts payable and other accrued liabilities of $15,379,000 and
a decrease  in  accounts  receivable  of  $7,246,000,  offset by an  increase in
inventories of $6,020,000. The primary uses of cash for the first nine months of
1998 were for  additions  to  property  and  equipment  of  $29,101,000  and the
acquisition  of  treasury  stock of  $15,887,000,  offset  by cash  provided  by
operating activities of $24,068,000.

The Company plans to make  continuing  investments in  manufacturing  equipment,
much of which is built  internally.  The internal  construction of manufacturing
machinery,  in order to provide  for  additional  manufacturing  capacity,  is a
practice which the Company expects to continue over the next several years.

The Company has an unused line of credit with a bank under which the Company may
borrow up to $4,000,000 on a revolving  credit basis.  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
September  30,  1998,  the  Company  had  approximately  $6,600,000  of  capital
expenditure  commitments,  including  approximately  $5,500,000  related  to the
construction of new and expanded facilities.

The Company does not consider the impact of inflation and changing prices on its
business  activities or fluctuations in the exchange rates for foreign  currency
transactions to have been material during the last three fiscal years.

YEAR 2000 READINESS DISCLOSURE

Vicor has formed an internal Year 2000  compliance team to evaluate its internal
facilities,  engineering and manufacturing  processes,  and business information
systems with respect to Year 2000  compliance.  Included in this  evaluation are
the products and systems of the Company's significant suppliers. The Company has
initiated formal  communications with all of its significant suppliers and large
customers to determine  the extent to which the Company is  vulnerable  to those
third parties'  failures to remediate  their Year 2000 issues.  The Company does
not believe that is has any exposure to  contingencies  related to the Year 2000
Issue for the products it has sold.

<PAGE>



                                                                       FORM 10-Q
                                                                       PART I
                                                                       ITEM 2
                                                                       PAGE 9

                                VICOR CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                               September 30, 1998
                                   (continued)

Vicor's  internal  team is in the process of  completing  the  inventory  of all
internal applications and infrastructure to determine Year 2000 readiness, which
it expects to complete by the end of 1998.  The  compliance  team is also in the
process of testing certain equipment and software systems known to have possible
Year  2000  compliance  issues  and  is in the  process  of  assessing  possible
remediation  options.  This assessment  phase is expected to be completed during
the first quarter of 1999.

Vicor's current primary business information system is known to be non-compliant
and a vendor has been  selected to assist the  Company in  bringing  this system
into  compliance by the first quarter of 1999.  The cost of this  procedure will
not be  material.  In  addition,  the  Company  is  proceeding  with the  phased
installation  of a new  Enterprise  Resource  Planning  (ERP)  system which will
replace the upgraded primary business  information  system.  The installation of
the Year 2000  compliant  ERP system  should not be necessary for the Company to
achieve Year 2000 compliance with respect to its business information system and
such ERP system will not be fully installed by December 31, 1999.

The total external cost of the Year 2000 project,  including the new ERP system,
is  estimated  to be $6.0  million.  Internal  costs  are not  considered  to be
incremental,  and are therefore not included in the amount. Of the total project
cost, approximately $2.2 million is attributable to the purchase of new software
and  hardware  enhancements,  which  will be  capitalized.  The  remaining  $3.8
million,  which will be expensed as incurred, is not expected to have a material
effect  on the  results  of  operations.  To  date,  the  Company  has  incurred
approximately $2.5 million ($960,000 expensed and $1.6 million capitalized),  of
which  approximately  $55,000 was incurred in the third quarter of 1998 ($43,000
expensed and $12,000 capitalized).

The  Company  presently  believes  that  the  Year  2000  issue  will  not  pose
significant operational problems.  However, the future compliance with Year 2000
processing  within Vicor is dependent on certain key personnel,  and on vendors'
equipment and internal systems. Therefore,  unresolved Year 2000 issues remain a
possibility.  As a result,  Year 2000 issues could have a significant  impact on
the Company's  operations and its financial  results if modifications  cannot be
completed on a timely basis,  unforeseen  needs or problems arise, or if systems
operated by third parties (including  municipalities and utilities) are not Year
2000 compliant.  At present, the Company has not developed contingency plans but
intends to determine whether to develop any such plan early in fiscal 1999.

The estimates and  conclusions  set forth herein  regarding Year 2000 compliance
contain  forward-looking  statements and are based on management's  estimates of
future  events  and  information  provided  by third  parties.  There  can be no
assurance that such estimates and information  will prove to be accurate.  Risks
to completing the Year 2000 project include the  availability of resources,  the
Company's  ability to discover and correct  potential Year 2000 problems and the
ability of suppliers  and other third  parties to bring their  systems into Year
2000 compliance.

<PAGE>



                                                                       FORM 10-Q
                                                                       PART II
                                                                       ITEM 1-6
                                                                       PAGE 10

                                VICOR CORPORATION

                           Part II - Other Information
                               September 30, 1998


Item 1 - LEGAL PROCEEDINGS

          The  Company is  involved  in  certain  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.

          In  Germany,  a nullity  Action was filed by an alleged  infringer  of
          Vicor's German Reset Patent. This nullity Action came as a result of a
          complaint  filed by the  Company  in October  1996 in Munich  District
          Court,  Federal Republic of Germany,  citing an alleged  infringer for
          infringement  of Vicor's German "reset"  patent.  In a hearing held in
          Munich on  September  30,  1998,  the Patent  Court  identified a 1981
          publication, which had not been considered in the original prosecution
          of the patent  application  by the European  Patent  Office during the
          early 1980s,  as the "closest prior art." In view of the  publication,
          the Patent  Court  characterized  the German  Reset  Patent as lacking
          invention  and  declared  all of the claims of the German Reset Patent
          null and void.  The  decision  of the Patent  Court is not final under
          German law. Management believes that the outcome of the final decision
          will not have a material adverse impact on the Company.

          The  1981  publication,  as well  as  other  relevant  art,  has  been
          considered  by the  U.S.  Patent  Office  in  the  course  of  reissue
          proceedings  with respect to the U.S.  Reset  Patent which  started in
          September,  1995.  The U.S.  Patent Office has ruled on three separate
          occasions,  in response to submissions by the patentee (which included
          prior art and related documents filed by opponents in related European
          and U.S.  proceedings) and a protest filed by a third party,  that the
          subject matter of the U.S.  Reset Patent is novel and patentable  over
          the 1981 publication. In particular the U.S. Patent Office has allowed
          for  reissuance  original  claims 1 through 5 along  with  twenty-four
          additional  dependent claims.  Vicor believes that at least claim 1 is
          being widely  infringed and has recently  initiated U.S.  infringement
          litigation in Federal District Court in Boston.

Item 2 - CHANGES IN SECURITIES

         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 - 27.1 Financial Data Schedule
    b.   Reports on Form 8-K - none.


<PAGE>


                                                                       FORM 10-Q
                                                                       PART II
                                                                       PAGE 11





                                   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: November 10, 1998                       By: /s/ Patrizio Vinciarelli
                                                   -----------------------------
                                                   Patrizio Vinciarelli
                                                   President and Chairman
                                                   of the Board


  Date: November 10, 1998                       By: /s/ Mark A. Glazer
                                                   -----------------------------
                                                   Mark A. Glazer
                                                   Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000751978
<NAME>                        VICOR CORPORATION
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   SEP-30-1998
<EXCHANGE-RATE>                                1.0
<CASH>                                         63,241
<SECURITIES>                                   0
<RECEIVABLES>                                  28,012
<ALLOWANCES>                                   0
<INVENTORY>                                    29,468
<CURRENT-ASSETS>                               124,962
<PP&E>                                         164,142
<DEPRECIATION>                                 57,259
<TOTAL-ASSETS>                                 248,482
<CURRENT-LIABILITIES>                          33,946
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       463
<OTHER-SE>                                     206,888
<TOTAL-LIABILITY-AND-EQUITY>                   248,482
<SALES>                                        124,228
<TOTAL-REVENUES>                               124,228
<CGS>                                          67,408
<TOTAL-COSTS>                                  67,408
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                19,067
<INCOME-TAX>                                   6,455
<INCOME-CONTINUING>                            12,612
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   12,612
<EPS-PRIMARY>                                  .30
<EPS-DILUTED>                                  .29
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     VICOR CORP. QTR 3 1997 RESTATED TO REFLECT ADOPTION OF FAS 128
</LEGEND>
<CIK>                         0000751978
<NAME>                        VICOR CORPORATION
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   SEP-30-1997
<EXCHANGE-RATE>                                1.0
<CASH>                                         86,327
<SECURITIES>                                   0
<RECEIVABLES>                                  31,181
<ALLOWANCES>                                   0
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<CURRENT-ASSETS>                               140,856
<PP&E>                                         111,662
<DEPRECIATION>                                 47,703
<TOTAL-ASSETS>                                 216,798
<CURRENT-LIABILITIES>                          17,718
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       459
<OTHER-SE>                                     196,913
<TOTAL-LIABILITY-AND-EQUITY>                   216,798
<SALES>                                        119,057
<TOTAL-REVENUES>                               119,057
<CGS>                                          57,146
<TOTAL-COSTS>                                  57,146
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                30,420
<INCOME-TAX>                                   10,951
<INCOME-CONTINUING>                            19,469
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   19,469
<EPS-PRIMARY>                                  .46
<EPS-DILUTED>                                  .45
        

</TABLE>


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