VICOR CORP
10-Q, 1999-11-12
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, 1999
                                    --------------------------------------------

   ---  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, 1999.

             Common  Stock,  $.01 par value  ----------------29,169,635
             Class B Common Stock, $.01 par value -----------12,074,235




<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, 1999 and December 31, 1998

           Condensed Consolidated Statement of Income                        2
           for the quarters ended September 30, 1999 and 1998 and
           for the nine months ended September 30, 1999 and 1998

           Condensed Consolidated Statement of Cash Flows                    3
           for the nine months ended September 30, 1999 and 1998

           Notes to Condensed Consolidated Financial                       4-5
           Statements


     Item 2 - Management's Discussion and Analysis of
                                                                           6-10
              Financial Condition and Results of Operations


Part II - Other Information:

    Item 1 - Legal Proceedings                                               11

    Item 2 - Changes in Securities                                           11

    Item 3 - Defaults Upon Senior Securities                                 11

    Item 4 - Submission of Matters to a Vote of                              11
              Security Holders

    Item 5 - Other Information                                               11

    Item 6 - Exhibits and Reports on Form 8-K                                11

    Signature(s)                                                             12
</TABLE>


<PAGE>


                                                                       FORM 10-Q
                                                                          PART 1
                                                                          ITEM 1
                                                                          PAGE 1
                                VICOR CORPORATION

                      Condensed Consolidated Balance Sheet
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>


                                            September 30, 1999        December 31, 1998
                                            ------------------        -----------------
<S>                                         <C>                       <C>

Assets
Current assets:

    Cash and cash equivalents                  $  55,247                 $  58,897
    Accounts receivable, net                      30,270                    28,245
    Inventories, net                              29,468                    29,470
    Other current assets                           5,138                     5,071
                                                 -------                   -------
         Total current assets                    120,123                   121,683

Property, plant and equipment, net               109,409                   111,074
Notes receivable                                   9,115                     9,091
Other assets                                       9,759                     7,703
                                              ----------                 ---------
                                               $ 248,406                 $ 249,551
                                               =========                 =========


Liabilities and Stockholders' Equity

Current liabilities:

    Amounts due for assets acquired           $    5,333                 $  16,000
    Accounts payable                              10,259                     9,919
    Accrued liabilities                           13,685                    11,170
                                                  ------                    ------
         Total current liabilities                29,277                    37,089

Deferred income taxes                              3,203                     3,203

Stockholders' equity:

    Preferred Stock                                   --                        --
    Class B Common Stock                             121                       121
    Common Stock                                     344                       342
    Additional paid-in capital                   101,825                   100,255
    Retained earnings                            180,282                   166,891
    Accumulated other comprehensive income           617                       349
    Treasury stock, at cost                      (67,263)                  (58,699)
                                              ----------                 ----------
                  Total stockholders' equity     215,926                   209,259
                                              ----------                 ----------
                                               $ 248,406                 $ 249,551
                                              ==========                 =========
</TABLE>

Note:  The balance  sheet at December 31, 1998 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,
                                                    1999         1998              1999        1998
                                                    ----         ----              ----        ----
<S>                                                <C>         <C>                <C>         <C>
Net revenues:

         Product                                  $ 45,660    $ 37,816          $122,502     $119,808
         License                                     3,713       1,502            13,643        4,420
                                                   -------      ------           -------      -------
                                                    49,373      39,318           136,145      124,228


Costs and expenses:

       Cost of revenue                              28,002      22,085            77,285       67,408
       Selling, general and administrative           9,052       9,057            26,495       25,950
       Research and development                      4,933       4,901            14,953       15,595
                                                    ------      ------           -------      -------
                                                    41,987      36,043           118,733      108,953
                                                    ------      ------           -------      -------

Income from operations                               7,386       3,275            17,412       15,275

Other income                                           788       1,070             2,282        3,792
                                                    ------       -----            ------       ------

Income before income taxes                           8,174       4,345            19,694       19,067

Provision for income taxes                           2,616       1,303             6,303        6,455
                                                   -------      ------            ------       ------

Net income                                        $  5,558    $  3,042          $ 13,391     $ 12,612
                                                  ========    ========          ========     ========


Net income per common share:
       Basic                                      $   0.13    $   0.07          $   0.32     $   0.30
       Diluted                                    $   0.13    $   0.07          $   0.32     $   0.29

Shares used to compute net income per share:
       Basic                                        41,318      41,999            41,392       42,480
       Diluted                                      42,372      42,358            42,151       43,025

</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, 1999    September 30, 1998
                                                                ------------------    ------------------
<S>                                                                <C>                    <C>
Operating activities:
    Net income                                                       $ 13,391             $ 12,612
    Adjustments to reconcile net income to net
    cash provided by operating activities:
        Depreciation and amortization                                  11,266                8,362
        (Gain)loss on disposal of equipment                               101                  (22)
        Change in current assets and
         liabilities, net                                              (9,796)               3,116

           Net cash provided by operating activities                   14,962               24,068

Investing activities:
    Additions to property, plant and equipment                        (10,572)             (29,101)
    Proceeds from sale of equipment                                        17                   41
    Increase in notes receivable                                          (24)                 (13)
    Assets acquired                                                        --                1,850
    Increase in other assets                                           (1,183)              (4,778)
                                                                      --------             --------

           Net cash used in investing activities                      (11,762)             (32,001)


Financing activities:
     Tax benefit relating to stock option plans                           330                  683
     Proceeds from issuance of Common Stock                             1,242                1,523
     Acquisitions of treasury stock                                    (8,564)             (15,887)
                                                                       -------              -------

           Net cash used in financing activities                       (6,992)             (13,681)

Effect of foreign exchange rates on cash                                  142                   (4)
                                                                       ------              --------

Net decrease in cash and cash equivalents                              (3,650)             (21,618)

Cash and cash equivalents at beginning of period                       58,897               84,859
                                                                     --------               ------
Cash and cash equivalents at end of period                           $ 55,247             $ 63,241
                                                                     ========             ========

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, 1999
                                   (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, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ended December 31, 1999. 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, 1998,
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,
                                                      -------------                -------------
                                                    1999         1998             1999         1998
                                                    ----         ----             ----         ----
<S>                                              <C>           <C>              <C>            <C>
Numerator:
  Net Income                                      $ 5,558       $ 3,042          $13,391       $12,612
                                                  =======       =======          =======       =======

Denominator:
  Denominator for basic income
  per share-weighted average shares                41,318        41,999           41,392        42,480

  Effect of dilutive securities:
     Employee stock options                         1,054           359              759           545
                                                  -------         -----            -----         -----

  Denominator for diluted income per share-
  adjusted weighted-average shares and
  assumed conversions                              42,372        42,358           42,151        43,025
                                                   ======        ======           ======        ======

Basic income per share                            $  0.13       $  0.07          $  0.32       $  0.30
                                                  =======       =======          =======       =======

Diluted income per share                          $  0.13       $  0.07          $  0.32       $  0.29
                                                  =======       =======          =======       =======
</TABLE>







<PAGE>


                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 2
                                                                          PAGE 5
                                VICOR CORPORATION

              Notes to Condensed Consolidated Financial Statements
                               September 30, 1999
                                   (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,
1999 and December 31, 1998 (in thousands):

<TABLE>
<CAPTION>

                                   September 30, 1999   December 31, 1998
                                   ------------------   -----------------
<S>                                <C>                 <C>
Raw materials ..................       $17,764             $19,084
Work-in-process ................         6,261               4,334
Finished goods .................         5,443               6,052
                                      --------             -------
                                       $29,468             $29,470
                                       =======             =======
</TABLE>


4. COMPREHENSIVE INCOME

Total comprehensive income was $6,336,000 and $13,659,000 for the three and nine
months ended September 30, 1999 and $3,038,000 and $12,608,000 for the three and
nine months ended September 30, 1998.  Other  comprehensive  income consisted of
adjustments for foreign  currency  translation  gains in the amounts of $778,000
and $268,000 for the three and nine months ended September 30, 1999.


<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, 1999

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, 1998.  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, 1999 COMPARED TO THREE MONTHS ENDED  SEPTEMBER
30, 1998

Net  revenues  for the third  quarter of 1999 were  $49,373,000,  an increase of
$10,055,000  (25.6%) as compared to $39,318,000  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  $7,900,000  and an
increase in license revenue of approximately $2,200,000.

Gross margin increased  $4,138,000 (24.0%) to $21,371,000 from $17,233,000,  and
decreased  as a  percentage  of net  revenues  from 43.8% to 43.3%.  The primary
component of the increase in gross margin  dollars was due to an increase in net
revenues.  The primary components of the decrease in the gross margin percentage
were  due  to  additional   provisions  for  inventory  reserves  for  potential
obsolescence  of raw  materials  and an  increase  in  the  depreciation  on the
second-generation  automated  production line, which were offset by the increase
in net revenues.

Selling,  general and administrative  expenses were $9,052,000 for the period, a
decrease of $5,000  (0.1%) over the same period in 1998.  As a percentage of net
revenues,  selling,  general and administrative expenses decreased to 18.3% from
23.0%. The principal  component of the $5,000 decrease was $1,067,000 (88.6%) of
decreased  legal  expense.  The third  quarter  of 1998  included  approximately
$700,000  of legal costs  incurred  in  connection  with  intellectual  property
litigation. The principal components offsetting the above decrease were $299,000
(51.9%) of increased  expenses  incurred by Vicor Japan  Company Ltd.  ("VJCL"),
$215,000  (20.3%) of  increased  sales  commission  costs,  $210,000  (44.8%) of
increased depreciation and amortization expense,  $158,000 (285.9%) of increased
costs related to tax studies and $132,000 (64.3%) of increased facility costs.

Research and  development  expenses  increased  $32,000 (0.7%) to $4,933,000 and
decreased as a percentage  of net  revenues to 10.0% from 12.5%.  The  principal
components of the $32,000 increase were $537,000  (179.6%) of increased  project
materials costs and $95,000 (65.6%) of increased  research and development costs
associated with the operations of the Vicor  Integrated  Architects  (VIA).  The
principal  component  offsetting  the above  increases  was $598,000  (18.9%) of
decreased  compensation expense in the research and development  departments due
to  these   departments   transitioning   from  research  and   development   to
manufacturing cost centers.  These cost centers are charged to cost of sales and
are primarily related to the second-generation automated production line.


<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, 1999
                                   (continued)

Other  income  decreased  $282,000  (26.4%)  from the same  period a year ago to
$788,000.  Other income is primarily  comprised of interest  income derived from
invested cash and cash equivalents, as well as a note receivable associated with
the Company's real estate  transaction.  Interest income decreased primarily due
to a decrease in cash and cash equivalent balances.

Income before  income taxes was  $8,174,000,  an increase of $3,829,000  (88.1%)
compared to the same period in 1998.  As a percentage  of net  revenues,  income
before income taxes  increased to 16.6% from 11.1%  primarily due to an increase
in net revenues.

The effective  tax rate for the third  quarter of 1999 was 32%,  compared to 30%
for the same period in 1998.

Net income per share (diluted) was $.13 for the third quarter of 1999,  compared
to $.07 for the third quarter of 1998, an increase of $.06 (85.7%).

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998

Net revenues for the first nine months of 1999 were $136,145,000, an increase of
$11,917,000  (9.6%) as compared to $124,228,000  for the same period a year ago.
The  growth in net  revenues  resulted  primarily  from an  increase  in license
revenue of  approximately  $9,200,000  and a net  increase of unit  shipments of
standard  and custom  products  of  approximately  $3,100,000.  The  increase in
license revenue was primarily due to  non-recurring  payments from licensees for
past use of Vicor's intellectual property litigation.

Gross margin increased  $2,040,000 (3.6%) to $58,860,000 from  $56,820,000,  and
decreased  as a  percentage  of net  revenues  from 45.7% to 43.2%.  The primary
components  of the increase in gross  margin  dollars  were  attributable  to an
increase in net revenues and changes in the revenue mix. The primary  components
of the decrease in gross margin  percentage were attributable to the increase in
depreciation on the  second-generation  automated  production line for the first
nine months of 1999 of approximately $1,800,000 as compared to the same period a
year ago,  changes in the revenue mix and to a non-recurring  charge of $700,000
in the first quarter of 1999 for exit costs in connection with the relocation of
certain  manufacturing  operations from a leased facility to the Company's owned
manufacturing  facility at Federal Street in Andover,  Massachusetts.  The gross
margins for the remainder of 1999 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 $26,495,000 for the period, an
increase of $545,000 (2.1%) over the same period in 1998. As a percentage of net
revenues,  selling,  general and administrative expenses decreased to 19.5% from
20.9%.  The  principal  components  of the  $545,000  increase  were  $1,957,000
(339.2%) of  expenses  incurred by VJCL,  which began  operations  in July 1998,
$549,000  (91.0%) of increased  facility costs and $503,000 (37.4%) of increased
depreciation and amortization  expense. The principal components  offsetting the
above  increases  were a decrease  of  $945,000  (35.8%) in  advertising  costs,
$608,000  (37.7%) of  decreased  legal  expense,  $368,000  (3.8%) of  decreased
compensation  expense,  $317,000  (23.8%) of decreased  consulting  fees for the
implementation  of the Enterprise  Resource Planning ("ERP") system and $244,000
(6.8%) of decreased sales commission costs.



<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, 1999
                                   (continued)


Research and development  expenses  decreased $642,000 (4.1%) to $14,953,000 and
decreased as a percentage  of net  revenues to 11.0% from 12.6%.  The  principal
component  of  the  $642,000  decrease  was  $2,111,000   (22.1%)  of  decreased
compensation  expense in the research and  development  departments due to these
departments  transitioning  from research and development to manufacturing  cost
centers.  These cost  centers  are  charged  to cost of sales and are  primarily
related  to the second  generation  automated  production  line.  The  principle
components  offsetting  the above  decrease were $621,000  (212.8%) of increased
research and  development  expense  associated  with the  operations of VJCL and
$583,000 (26.7%) of increased project material costs.

Other income  decreased  $1,510,000  (39.8%) from the same period a year ago, to
$2,282,000.  Other income is primarily comprised of interest income derived from
invested cash and cash equivalents, as well as a note receivable associated with
the Company's real estate  transaction.  Interest income decreased primarily due
to a decrease  in cash and cash  equivalent  balances  and a decrease in average
interest rates.

Income  before  income  taxes was  $19,694,000,  an increase of $627,000  (3.3%)
compared to the same period in 1998.  As a percentage  of net  revenues,  income
before income taxes decreased from 15.3.% to 14.5% primarily due to the decrease
in other income as  discussed  above  partially  offset by the increase in gross
margins.

The  effective  tax rate for the nine months ended  September  30, 1999 was 32%,
compared to 33.9% for the same period in 1998.

Net income per share  (diluted) was $.32 for the nine months ended September 30,
1999, compared to $.29 for the same period in 1998, an increase of $.03 (10.3%).

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1999 the Company had $55,247,000 in cash and cash  equivalents.
The ratio of current assets to current  liabilities  was 4.1:1 compared to 3.3:1
at December 31, 1998. Working capital increased $6,252,000,  from $84,594,000 at
December 31, 1998 to  $90,846,000  at September  30, 1999.  The primary  factors
affecting the working capital increase were a decrease in current liabilities of
$7,812,000  and an increase in accounts  receivable of  $2,025,000,  offset by a
decrease in cash of $3,650,000.  The primary uses of cash for the nine months of
1999 were for  additions  to  property  and  equipment  of  $10,572,000  and the
acquisition  of  treasury  stock  of  $8,564,000,  offset  by cash  provided  by
operating activities of $14,962,000.

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,  1999,  the  Company  had   approximately   $470,000  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.


<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, 1999
                                   (continued)



YEAR 2000 READINESS DISCLOSURE

The statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness  Disclosure Act of
1998.

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.  The evaluation has included both
Information  Technology ("IT") systems and non-IT systems,  and 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
it has any  exposure  to  contingencies  related  to the Year 2000 issue for the
products it has sold.

The  compliance  team is  using  the  following  phased  approach  to Year  2000
readiness:  internal  inventory,  vendor  questionnaires,  assessment,  planning
(which  involves  establishing  timetables  and  cost  estimates),  remediation,
testing and  implementation.  The  internal  inventories  for both IT and non-IT
systems  have  been  completed.  Vendor  questionnaires  for both IT and  non-IT
systems have been  circulated  and  responses  have been  received and reviewed.
Vicor  is  continuing  to work  closely  with its  critical  vendors  to  ensure
compliance.  The remediation,  testing and implementation  phases were completed
for Vicor's business  systems during the second quarter of 1999 as planned.  The
remediation,   testing  and  implementation   phases  for  non-IT  systems  were
substantially  completed in the third quarter of 1999. Final  implementation for
certain  mission  critical  processes will be completed in the fourth quarter of
1999.

Vicor's  current   primary   business   information   system  was  known  to  be
non-compliant  and a vendor was selected to assist the Company in bringing  this
system into compliance. The system was brought into compliance and tested during
the first quarter of 1999, and was placed into production in the second quarter,
as planned. In addition,  the Company is proceeding with the phased installation
of a new  Enterprise  Resource  Planning  (ERP)  system  which will  replace the
upgraded,   Year  2000  compliant  primary  business   information  system.  The
installation  of the Year 2000  compliant  ERP system is not  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.
Phases of this  installation have been delayed due to other Year 2000 compliance
efforts.

The  total  external  cost of the Year  2000  project  is  estimated  to be $6.0
million,  of which a  significant  portion is for the new ERP  system.  Internal
costs are not  considered to be  incremental,  and are therefore not included in
the amount.  Of the total  project  cost,  approximately  $3.2  million  will be
capitalized  for the purchase of new software  and  hardware  enhancements.  The
balance of $2.8 million will be expensed as incurred through January 1, 2001 and
is  not  expected  to  have  a  material  effect  on the  Company's  results  of
operations.  All of these costs  incurred  after January 1, 2000 will be related
only to the new ERP system. Through September 30, 1999, the Company has incurred
approximately $3.1 million ($1.2 million expensed and $1.9 million capitalized),
of which  approximately  $506,000  was incurred in the first nine months of 1999
($174,000 expensed and $332,000 capitalized).



<PAGE>




                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 2
                                                                         PAGE 10
                                VICOR CORPORATION

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                               September 30, 1999
                                   (continued)

The  Company  presently  believes  that  the  Year  2000  issue  will  not  pose
significant  operational  problems.  However,  the future  Year 2000  compliance
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.  The Company currently  believes that its most reasonably likely
worst  case  Year  2000   scenario   would  relate  to  failures  with  external
infrastructures  such  as  utilities,   telecommunications   and  transportation
systems,  over which the Company has limited or no control.  The Company has not
analyzed the potential consequences to the results of operations,  liquidity and
financial condition of such a scenario. At present, the Company believes that it
understands and has resources to remediate any remaining Year 2000 issues. While
the Company does not currently have a formal  contingency plan, it will continue
to consider  the need for such a plan as it evaluates  the final  implementation
phases scheduled to be completed during the fourth quarter of 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.  All
forward-looking  statements  involve a number of risks  and  uncertainties  that
could cause the actual results to differ materially from the projected  results.
Risks to completing the Year 2000 project include the availability of resources,
certain key personnel,  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 11

                                VICOR CORPORATION

                           Part II - Other Information
                               September 30, 1999


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.

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 12





                                   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 12, 1999                        By: /s/ Patrizio Vinciarelli
                                                    ----------------------------
                                                    Patrizio Vinciarelli
                                                    President and Chairman
                                                    of the Board


Date:  November 12, 1999                        By: /s/ Mark A. Glazer
                                                    ----------------------------
                                                    Mark A. Glazer
                                                    Chief Financial Officer

<TABLE> <S> <C>


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<NAME>                        VICOR CORPORATION
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<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   SEP-30-1999
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