VICOR CORP
10-Q, 1999-08-05
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             June 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 June 30, 1999.

     Common  Stock,  $.01 par  value  ----------------29,278,689
     Class B Common Stock, $.01 par value ------------12,074,309


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


<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
           June 30, 1999 and December 31, 1998

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

           Condensed Consolidated Statement of Cash Flows                  3
           for the six months ended June 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>

                                                           June 30, 1999          December 31, 1998
                                                           -------------          -----------------
<S>                                                        <C>                    <C>
         Assets

Current assets:

    Cash and cash equivalents                               $  48,993                $  58,897
    Accounts receivable, net                                   30,572                   28,245
    Inventories, net                                           28,284                   29,470
    Other current assets                                        4,899                    5,071
                                                              -------                  -------
         Total current assets                                 112,748                  121,683

Property, plant and equipment, net                            109,536                  111,074
Notes receivable                                                9,169                    9,091
Other assets                                                    9,679                    7,703
                                                            ---------                ---------
                                                            $ 241,132                $ 249,551
                                                            =========                =========


Liabilities and Stockholders' Equity

Current liabilities:

    Amounts due for assets acquired                         $   5,333                $  16,000
    Accounts payable                                            7,987                    9,919
    Accrued liabilities                                        12,595                   11,170
                                                               ------                   ------
         Total current liabilities                             25,915                   37,089

Deferred income taxes                                           3,203                    3,203

Stockholders' equity:

    Preferred Stock                                                --                       --
    Class B Common Stock                                          121                      121
    Common Stock                                                  343                      342
    Additional paid-in capital                                101,161                  100,255
    Retained earnings                                         174,724                  166,891
    Accumulated other comprehensive income (loss)                (161)                     349
    Treasury stock, at cost                                   (64,174)                 (58,699)
                                                              -------                  -------
                  Total stockholders' equity                  212,014                  209,259
                                                            ---------                ---------
                                                            $ 241,132                $ 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            Six Months Ended
                                                      ------------------            ----------------
                                                           June 30,                     June 30,
                                                      1999        1998               1999       1998
                                                      ----        ----               ----       ----
<S>                                                  <C>         <C>                <C>         <C>

         Product                                    $42,446      $40,157           $76,842      $81,992
         License                                      2,362        1,561             9,930        2,918
                                                    -------      -------           -------      -------
                                                     44,808       41,718            86,772       84,910


Costs and expenses:

       Cost of revenue                               26,007       22,878            49,283       45,323
       Selling, general and administrative            8,554        8,576            17,443       16,893
       Research and development                       4,869        5,178            10,020       10,694
                                                    -------       ------            ------       ------
                                                     39,430       36,632            76,746       72,910
                                                     ------       ------            ------       ------

Income from operations                                5,378        5,086            10,026       12,000

Other income                                            752        1,310             1,494        2,722
                                                      -----        -----             -----        -----

Income before income taxes                            6,130        6,396            11,520       14,722

Provision for income taxes                            1,962        2,241             3,687        5,152
                                                    -------      -------           -------      -------

Net income                                          $ 4,168      $ 4,155           $ 7,833      $ 9,570
                                                    =======      =======           =======      =======


Net income per common share:
       Basic                                        $  0.10      $  0.10           $  0.19      $  0.22
       Diluted                                      $  0.10      $  0.10           $  0.19      $  0.22

Shares used to compute net income per share:
       Basic                                         41,328       42,547            41,429       42,721
       Diluted                                       42,155       43,019            42,040       43,358

</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)


                                                                        Six Months Ended
                                                                        ----------------
                                                                 June 30, 1999   June 30, 1998
                                                                 -------------   -------------
<S>                                                              <C>             <C>
Operating activities:
    Net income                                                    $  7,833        $  9,570

    Adjustments  to  reconcile  net  income to
    net cash  provided  by  operating activities:
        Depreciation and amortization                                7,594           5,219
        (Gain)loss on disposal of equipment                             75             (24)
        Change in current assets and
         liabilities, net                                          (12,320)          3,555
                                                                   -------          ------

           Net cash provided by operating activities                 3,182          18,320

Investing activities:
    Additions to property, plant and equipment                      (7,346)        (17,966)
    Proceeds from sale of equipment                                     17              41
    Increase in notes receivable                                       (78)            (21)
    Increase in other assets                                          (814)         (2,874)
                                                                   -------         -------

           Net cash used in investing activities                    (8,221)        (20,820)


Financing activities:
    Tax benefit relating to stock option plans                         211             611
    Proceeds from issuance of Common Stock                             696           1,483
    Acquisitions of treasury stock                                  (5,475)        (13,537)
                                                                   --------        --------

         Net cash used in financing activities                      (4,568)        (11,443)

Effect of foreign exchange rates on cash                              (297)             --
                                                                   --------        --------
         Net decrease in cash and cash equivalents                  (9,904)        (13,943)

Cash and cash equivalents at beginning of period                    58,897          84,859
                                                                  --------        --------
Cash and cash equivalents at end of period                        $ 48,993        $ 70,916
                                                                  ========        ========
</TABLE>





                             See accompanying notes.




<PAGE>


                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 1
                                                                          PAGE 4

                                VICOR CORPORATION

              Notes to Condensed Consolidated Financial Statements
                                  June 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 six- months  periods ended June
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 six months ended June 30 (in thousands, except per share
amounts):

<TABLE>
<CAPTION>

                                                   Three Months Ended             Six Months Ended
                                                        June 30,                      June 30,
                                                        --------                      --------
                                                    1999      1998                1999         1998
                                                    ----      ----                ----         ----
<S>                                              <C>         <C>                  <C>           <C>
  Net Income                                     $ 4,168     $ 4,155             $ 7,833      $ 9,570
                                                 =======     =======             =======      =======

Denominator:
  Denominator for basic income
  per share-weighted average shares               41,328      42,547              41,429       42,721

  Effect of dilutive securities:
     Employee stock options                          827         472                 611          637
                                                  ------      ------              ------       ------

  Denominator for diluted income per share-
  adjusted weighted-average shares and
  assumed conversions                             42,155      43,019              42,040       43,358
                                                  ======      ======              ======       ======

Basic income per share                           $  0.10     $  0.10             $  0.19      $  0.22
                                                 =======     =======             =======      =======

Diluted income per share                         $  0.10     $  0.10             $  0.19      $  0.22
                                                 =======     =======             =======      =======
</TABLE>







<PAGE>


                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 1
                                                                          PAGE 5

                                VICOR CORPORATION

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

<TABLE>
<CAPTION>

                                   June 30, 1999     December 31, 1998
                                   -------------     -----------------
<S>                                <C>                 <C>
Raw materials ..................      $17,151             $19,084
Work-in-process ................        5,971               4,334
Finished goods .................        5,162               6,052
                                      -------             -------
                                      $28,284             $29,470
                                      =======             =======
</TABLE>

4. COMPREHENSIVE INCOME

Total  comprehensive  income was $3,892,000 and $7,323,000 for the three and six
months ended June 30, 1999 and  $4,155,000  and $9,570,000 for the three and six
months ended June 30, 1998. Other comprehensive  income consisted of adjustments
for foreign currency  translation losses in the amounts of $276,000 and $510,000
for the three and six months ended June 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
                                  June 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 JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

Net revenues  for the second  quarter of 1999 were  $44,808,000,  an increase of
$3,090,000 (7.4%) as compared to $41,718,000 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  $2,300,000 and an increase in
license revenue of approximately $800,000.

Gross margin  decreased  $39,000 (0.2%) to  $18,801,000  from  $18,840,000,  and
decreased  as a  percentage  of net  revenues  from 45.2% to 42.0%.  The primary
components  of  the  decrease  in  gross  margin  dollars  and  percentage  were
attributable to changes in the revenue mix.

Selling,  general and administrative  expenses were $8,554,000 for the period, a
decrease of $22,000  (0.3%) over the same period in 1998. As a percentage of net
revenues,  selling,  general and administrative expenses decreased to 19.1% from
20.6%. The principal components of the $22,000 decrease were $634,000 (54.5%) of
decreased  advertising costs, a $188,000 (5.5%) decrease in compensation expense
and a decrease of $105,000  (8.4%) in sales  commission  expense.  The principal
component  offsetting the above decreases were $853,000 of new expenses incurred
by Vicor Japan Company Ltd. ("VJCL"), which began operations in July 1998.

Research and development  expenses  decreased  $309,000 (6.0%) to $4,869,000 and
decreased as a percentage  of net  revenues to 10.9% from 12.4%.  The  principal
component   of  the  $309,000   decrease  was  $850,000   (25.6%)  of  decreased
compensation  expense in the research and  development  departments due to these
departments  transitioning  from research and development to manufacturing  cost
centers  which are charged to cost of sales and which are  primarily  related to
the  second-generation  product line.  The principal  components  offsetting the
above decrease were $298,000 of new research and  development  costs  associated
with the operations of VJCL and $84,000  (12.4%) of increased  project  material
costs.


<PAGE>




                                                                       FORM 10-Q
                                                                          PART I
                                                                          ITEM 2
                                                                          PAGE 7

                                VICOR CORPORATION

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

Other  income  decreased  $558,000  (42.6%)  from the same period a year ago, to
$752,000.  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  $6,130,000,  a decrease  of  $266,000  (4.2%)
compared to the same period in 1998.  As a percentage  of net  revenues,  income
before income taxes  decreased from 15.3% to 13.7% primarily due to the decrease
in other income as discussed above.

The effective tax rate for the second  quarter of 1999 was 32%,  compared to 35%
for the same period in 1998.  The decrease in the  effective tax rate was due to
the impact of expected tax credits in 1999.

Net income per share  (diluted)  was $.10 for the  second  quarters  of 1999 and
1998.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

Net revenues for the first six months of 1999 were  $86,772,000,  an increase of
$1,862,000 (2.2%) as compared to $84,910,000 for the same period a year ago. The
growth in net revenues resulted primarily from an increase in license revenue of
approximately  $7,000,000 offset by a decrease in unit shipments of standard and
custom products of approximately $5,100,000. The increase in license revenue was
primarily due to a non-recurring payment from a licensee for past use of Vicor's
intellectual property.

Gross margin decreased  $2,098,000 (5.3%) to $37,489,000 from  $39,587,000,  and
decreased  as a  percentage  of net  revenues  from 46.6% to 43.2%.  The primary
components  of  the  decrease  in  gross  margin  dollars  and  percentage  were
attributable to the increase in depreciation on the second-generation  automated
production line for the first six months of 1999 of approximately  $1,500,000 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  will
continue to 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 $17,443,000 for the period, an
increase of $550,000 (3.3%) over the same period in 1998. As a percentage of net
revenues,  selling,  general and administrative expenses increased to 20.1% from
19.9%.  The  principal  components of the $550,000  increase were  $1,660,000 of
expenses incurred by VJCL and $458,000 (112.1%) of increased legal expense.  The
principal components  offsetting the above increases were a decrease of $894,000
(48.4%)  in  advertising  costs and a  decrease  of  $456,000  (18.0%)  in sales
commission expense.

Research and development  expenses  decreased $674,000 (6.3%) to $10,020,000 and
decreased as a percentage  of net  revenues to 11.5% from 12.6%.  The  principal
components  of the  $674,000  decrease  were  $1,837,000  (28.8%)  of  decreased
compensation  expense in the research and  development  departments due to these
departments  transitioning  from research and development to manufacturing  cost
centers  which are charged to cost of sales and which are  primarily  related to
the second generation  production line. The principal components  offsetting the
above decrease were $591,000 of research and development expense associated with
the operations of VJCL and $249,000 (13.2%) of increased project material 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
                                  June 30, 1999
                                   (continued)

Other income  decreased  $1,228,000  (45.1%) from the same period a year ago, to
$1,494,000.  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  $11,520,000,  a decrease of $3,202,000  (21.7%)
compared to the same period in 1998.  As a percentage  of net  revenues,  income
before income taxes  decreased  from 17.3.% to 13.3%  primarily due to the gross
margin decrease and the decrease in other income as discussed above.

The effective tax rate for the six months ended June 30, 1999 was 32%,  compared
to 35% for the same period in 1998.  The decrease in the  effective tax rate was
due to the impact of expected tax credits in 1999.

Net income per share  (diluted) was $.19 for the six months ended June 30, 1999,
compared to $.22 for the same period in 1998, a decrease of $.03 (13.6%).

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999 the Company had $48,993,000 in cash and cash  equivalents.  The
ratio of current  assets to current  liabilities  was 4.4:1 compared to 3.3:1 at
December 31, 1998.  Working capital  increased  $2,239,000,  from $84,594,000 at
December 31, 1998 to $86,833,000 at June 30, 1999. The primary factors affecting
the  working  capital  increase  were  a  decrease  in  current  liabilities  of
$11,174,000 offset by a decrease in cash of $9,904,000. The primary uses of cash
for the first six months of 1999 were for additions to property and equipment of
$7,346,000 and the acquisition of treasury stock of $5,475,000.

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 June
30,  1999,  the  Company  had  approximately  $400,000  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
                                  June 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 and
testing.  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  have been  completed  for Vicor's  business
systems during the second quarter of 1999 as planned.  The remediation,  testing
and  implementation  phases for non-IT systems are planned for the third 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  $2.2  million  will be
capitalized  for the purchase of new software  and  hardware  enhancements.  The
balance of $3.8 million will be expensed as incurred through January 1, 2001 and
is not expected to have a material  effect on the results of operations.  All of
these costs  incurred  after January 1, 2000 will be related only to the new ERP
system.  Through June 30,  1999,  the Company has  incurred  approximately  $2.9
million  ($1.1  million  expensed  and  $1.8  million  capitalized),   of  which
approximately  $300,000 was  incurred in the first six months of 1999  ($100,000
expensed and $200,000 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
                                  June 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.  The
Company is continuing to consider the need for a formal contingency plan.

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,
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
                                  June 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

The 1999  Annual  Meeting of  Stockholders  of the  Company was held on June 24,
1999. All nominees of the Board of Directors of the Company were  re-elected for
a one year term. Votes were cast in the election of the directors as follows:

<TABLE>
<CAPTION>

  Nominee                      Votes for           Votes Withheld
  -------                      ---------           --------------
<S>                           <C>                  <C>
Patrizio Vinciarelli          135,332,015             208,106
Estia J. Eichten              135,331,626             208,495
Barry Kelleher                135,330,126             209,995
Jay M. Prager                 135,330,926             209,195
David T. Riddiford            135,343,926             196,195
M. Michael Ansour             135,344,126             195,995
</TABLE>


There were 0 broker non-votes and 0 abstentions on this proposal.

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:  August 5, 1999                            By: /s/ Patrizio Vinciarelli
                                                      --------------------------
                                                      Patrizio Vinciarelli
                                                      President and Chairman
                                                      of the Board


  Date:  August 5, 1999                            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>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   JUN-30-1999
<EXCHANGE-RATE>                                1.0
<CASH>                                         48,993
<SECURITIES>                                   0
<RECEIVABLES>                                  30,572
<ALLOWANCES>                                   0
<INVENTORY>                                    28,284
<CURRENT-ASSETS>                               112,748
<PP&E>                                         175,297
<DEPRECIATION>                                 65,761
<TOTAL-ASSETS>                                 241,132
<CURRENT-LIABILITIES>                          25,915
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       464
<OTHER-SE>                                     211,550
<TOTAL-LIABILITY-AND-EQUITY>                   241,132
<SALES>                                        86,772
<TOTAL-REVENUES>                               86,772
<CGS>                                          49,283
<TOTAL-COSTS>                                  49,283
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                11,520
<INCOME-TAX>                                   3,687
<INCOME-CONTINUING>                            7,833
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   7,833
<EPS-BASIC>                                  .19
<EPS-DILUTED>                                  .19



</TABLE>


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