UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

10-Q

☒☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2020

☐	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)		(I.R.S. Employer Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Office)

(978)

470-2900

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VICR	The NASDAQ Stock Market LLC

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~~

☒ Yes

☑

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒ ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.


	Large accelerated filer		☒ ☑	Smaller reporting company	☐

Accelerated filer		☐
	~~Accelerated filer~~		☐	Emerging growth company	☐

Non-accelerated filer
	~~Non-accelerated~~ ~~filer~~		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of

~~July~~October

, 2020

was:


Common Stock, $.01 par value			~~31,305,645~~31,517,044
Class B Common Stock, $.01 par value			11,758,218

Table of Contents

VICOR CORPORATION

INDEX


	Page
Part I — Financial Information:
Item ~~1 -~~ 1—Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at ~~June~~September 30, 2020 and December 31, 2019		1
Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019		2
Condensed Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019		3
Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019		4
Condensed Consolidated Statements of Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019		5
Notes to Condensed Consolidated Financial Statements		7
Item ~~2 -~~ 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item ~~3 -~~ 3—Quantitative and Qualitative Disclosures About Market Risk		3334
Item ~~4 -~~ 4—Controls and Procedures		3334
Part II — Other Information:
Item ~~1 -~~ 1—Legal Proceedings		3536
Item ~~1A -~~ 1A—Risk Factors		3536
Item ~~6 -~~ 6—Exhibits		37
Signature(s)		3839
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

Table of Contents

VICOR CORPORATION

Part I – Financial Information

Item 1 – Financial Statements

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

   June 30, 2020 December 31, 2019
Assets
Current assets:

Cash and cash equivalents
   $ 196,704 $ 84,668
Accounts receivable, less allowance of $82 in 2020 and $59 in 2019
   48,502 38,115
Inventories, net
   55,630 49,187
Other current assets
   7,842 7,096


Total current assets
   308,678 179,066
Long-term deferred tax assets, net
   188 205
Long-term investments, net
   2,555 2,510
Property, plant and equipment, net
   59,475 56,952
Other assets
   1,838 1,994


Total assets
   $ 372,734 $ 240,727


Liabilities and Equity
Current liabilities:

Accounts payable
   $ 15,647 $ 9,005
Accrued compensation and benefits
   13,687 10,410
Accrued expenses
   2,689 2,690
Short-term lease liabilities
   1,156 1,520
Sales allowances
   867 741
Income taxes payable
   56 57
Short-term deferred revenue and customer prepayments
   7,817 5,507


Total current liabilities
   41,919 29,930
Long-term deferred revenue
   894 1,054
Contingent consideration obligations
   307 451
Long-term income taxes payable
   571 567
Long-term lease liabilities
   2,400 2,855


Total liabilities
   46,091 34,857
Commitments and contingencies (Note 11)

Equity:

Vicor Corporation stockholders’ equity:

Class B Common Stock: 10 votes per share, $.01 par value,
14,000,000 shares authorized, 11,758,218 shares issued and outstanding
in 2020 and 2019
   118 118
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized
42,918,485 shares issued and 31,283,679 shares outstanding in 2020;
40,403,058 shares issued and 28,768,252 shares outstanding in 2019
   431 405
Additional paid-in capital
   320,988 201,251
Retained earnings
   144,030 143,098
Accumulated other comprehensive loss
   (316 ) (383 )
Treasury stock at cost: 11,634,806 shares in 2020 and

2019
   (138,927 ) (138,927 )


Total Vicor Corporation stockholders’ equity
   326,324 205,562
Noncontrolling interest
   319 308


Total equity
   326,643 205,870


Total liabilities and equity
   $ 372,734 $ 240,727


	September 30, 2020			December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	203,605		$	84,668
Accounts receivable, less allowance of $82 in 2020 and $59 in 2019		41,136			38,115
Inventories, net		58,169			49,187
Other current assets		6,872			7,096

Total current assets		309,782			179,066
Long-term deferred tax assets, net		189			205
Long-term investments, net		2,591			2,510
Property, plant and equipment, net		65,780			56,952
Other assets		1,777			1,994

Total assets	$	380,119		$	240,727

Liabilities and Equity
Current liabilities:
Accounts payable	$	11,911		$	9,005
Accrued compensation and benefits		13,248			10,410
Accrued expenses		2,417			2,690
Short-term lease liabilities		1,563			1,520
Sales allowances		736			741
Income taxes payable		62			57
Short-term deferred revenue and customer prepayments		8,061			5,507

Total current liabilities		37,998			29,930
Long-term deferred revenue		813			1,054
Contingent consideration obligations		265			451
Long-term income taxes payable		575			567
Long-term lease liabilities		2,880			2,855

Total liabilities		42,531			34,857
Commitments and contingencies (Note 11)
Equity:
Vicor Corporation stockholders’ equity:
Class B Common Stock: 10 votes per share, $.01 par value, 14,000,000 shares authorized, 11,758,218 shares issued and outstanding in 2020 and 2019		118			118
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 43,146,143 shares issued and 31,511,337 shares outstanding in 2020; 40,403,058 shares issued and 28,768,252 shares outstanding in 2019		433			405
Additional paid-in capital		326,026			201,251
Retained earnings		149,815			143,098
Accumulated other comprehensive loss		(203	)		(383	)
Treasury stock at cost: 11,634,806 shares in 2020 and 2019		(138,927	)		(138,927	)

Total Vicor Corporation stockholders’ equity		337,262			205,562
Noncontrolling interest		326			308

Total equity		337,588			205,870

Total liabilities and equity	$	380,119		$	240,727

See accompanying notes.

-1-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

   Three Months Ended
June 30, Six Months Ended
June 30,
   2020 2019 2020 2019
Net revenues
   $ 70,761 $ 63,355 $ 134,162 $ 129,080
Cost of revenues
   40,443 34,238 76,513 68,877


Gross margin
   30,318 29,117 57,649 60,203
Operating expenses:

Selling, general and administrative
   15,455 15,030 31,824 30,403
Research and development
   12,830 11,706 26,165 22,926


Total operating expenses
   28,285 26,736 57,989 53,329


Income (loss) from operations
   2,033 2,381 (340 ) 6,874
Other income (expense), net:

Total unrealized (losses) gains on
available-for-sale
securities, net
   (2 ) 19 45 39
Less: portion of losses (gains) recognized in other comprehensive income
   3 (18 ) (43 ) (37 )


Net credit gains recognized in earnings
   1 1 2 2
Other income (expense), net
   232 287 379 525


Total other income (expense), net
   233 288 381 527


Income before income taxes
   2,266 2,669 41 7,401
Less: (Benefit) provision for income taxes
   (406 ) 113 (900 ) 539


Consolidated net income
   2,672 2,556 941 6,862
Less: Net income (loss) attributable to noncontrolling interest
   5 (7 ) 9 13


Net income attributable to Vicor Corporation
   $ 2,667 $ 2,563 $ 932 $ 6,849


Net income per common share attributable to Vicor Corporation:

Basic
   $ 0.06 $ 0.06 $ 0.02 $ 0.17
Diluted
   $ 0.06 $ 0.06 $ 0.02 $ 0.17
Shares used to compute net income per common share attributable to Vicor Corporation:

Basic
   41,643 40,275 41,140 40,252
Diluted
   43,385 41,081 42,980 41,055


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Net revenues	$	78,112		$	70,772		$	212,274		$	199,852
Cost of revenues		44,765			37,770			121,278			106,647

Gross margin		33,347			33,002			90,996			93,205
Operating expenses:
Selling, general and administrative		15,212			15,443			47,036			45,846
Research and development		12,032			11,507			38,197			34,433

Total operating expenses		27,244			26,950			85,233			80,279

Income from operations		6,103			6,052			5,763			12,926
Other income (expense), net:
Total unrealized gains on available-for-sale securities, net		36			11			81			50
Less: portion of gains recognized in other comprehensive income		(35	)		(10	)		(78	)		(47	)

Net credit gains recognized in earnings		1			1			3			3
Other income (expense), net		333			145			712			670

Total other income (expense), net		334			146			715			673

Income before income taxes		6,437			6,198			6,478			13,599
Less: Provision (benefit) for income taxes		651			266			(249	)		805

Consolidated net income		5,786			5,932			6,727			12,794
Less: Net income (loss) attributable to noncontrolling interest		1			(5	)		10			8

Net income attributable to Vicor Corporation	$	5,785		$	5,937		$	6,717		$	12,786

Net income per common share attributable to Vicor Corporation:
Basic	$	0.13		$	0.15		$	0.16		$	0.32
Diluted	$	0.13		$	0.14		$	0.15		$	0.31
Shares used to compute net income per common share attributable to Vicor Corporation:
Basic		43,164			40,332			41,814			40,279
Diluted		44,743			42,194			43,567			41,435

See accompanying notes.

-2-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

   Three Months Ended
June 30    Six Months Ended
June 30,
   2020 2019    2020    2019
Consolidated net income
   $ 2,672 $ 2,556    $ 941    $ 6,862
Foreign currency translation (losses) gains , net of tax (1)
   (15 ) 151    26    85
Unrealized (losses) gains on
available-for-sale
securities, net of tax (1)
   (3 ) 18    43    37






Other comprehensive (loss) income
   (18 ) 169    69    122






Consolidated comprehensive income
   2,654 2,725    1,010    6,984
Less: Comprehensive income attributable to noncontrolling interest
   3 4    11    19






Comprehensive income attributable to Vicor Corporation
   $ 2,651 $ 2,721    $ 999    $ 6,965


	Three Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019
Consolidated net income	$	5,786	$	5,932		$	6,727	$	12,794
Foreign currency translation gains (losses), net of tax (1)		84		(11	)		110		74
Unrealized gains on available-for-sale securities, net of tax (1)		35		10			78		47

Other comprehensive income (loss)		119		(1	)		188		121

Consolidated comprehensive income		5,905		5,931			6,915		12,915
Less: Comprehensive income (loss) attributable to noncontrolling interest		7		(6	)		18		13

Comprehensive income attributable to Vicor Corporation	$	5,898	$	5,937		$	6,897	$	12,902

(1)

The deferred tax assets associated with cumulative foreign currency translation gains and cumulative unrealized gains on

available-for-sale

securities are completely offset by a tax valuation allowance as of ~~June~~September 30, 2020 and 2019. Therefore, there is 0 income tax benefit (provision) recognized for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019.

See accompanying notes.

-3-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

~~(Unaudited)~~

(Unaudited

Six Months Ended

June 30,

   2020 2019
Operating activities:

Consolidated net income
   $ 941 $ 6,862
Adjustments to reconcile consolidated net income to net cash provided by operating activities:

Depreciation and amortization
   5,439 4,998
Stock-based compensation expense, net
   2,646 1,539
Provision (benefit) for doubtful accounts
   23 (117 )
Increase (decrease) in long-term income taxes payable
   4 (2 )
Decrease in long-term deferred revenue
   (160 ) (36 )
Gain on disposal of equipment
   (6 ) (22 )
Deferred income taxes
   17 24
Credit gain on
available-for-sale
securities
   (2 ) (2 )
Change in current assets and liabilities, net
   (5,233 ) (8,005 )


Net cash provided by operating activities
   3,669 5,239
Investing activities:

Additions to property, plant and equipment
   (8,724 ) (5,864 )
Proceeds from sale of equipment
   6 22
Increase (decrease) in other assets
   95 (137 )


Net cash used for investing activities
   (8,623 ) (5,979 )
Financing activities:

Proceeds from
employee stock plans
   7,385 1,707
Proceeds from public offering of
Common Stock

109,732

—

Payment of contingent consideration obligations
   (144 ) (102 )


Net cash provided by financing activities
   116,973 1,605
Effect of foreign exchange rates on cash
   17 60


Net increase in cash and cash equivalents
   112,036 925
Cash and cash equivalents at beginning of period
   84,668 70,557


Cash and cash equivalents at end of period
   $ 196,704 $

71,482


	Nine Months Ended
	September 30,
	2020			2019
Operating activities:
Consolidated net income	$	6,727		$	12,794
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization		8,175			7,647
Stock-based compensation expense, net		4,286			2,292
Provision (benefit) for doubtful accounts		23			(138	)
Increase (decrease) in long-term income taxes payable		8			(1	)
(Decrease) increase in long-term deferred revenue		(241	)		902
Gain on disposal of equipment		(9	)		(23	)
Deferred income taxes		16			24
Credit gain on available-for-sale securities		(3	)		(3	)
Change in current assets and liabilities, net		(3,742	)		(6,955	)

Net cash provided by operating activities		15,240			16,539
Investing activities:
Additions to property, plant and equipment		(16,837	)		(9,122	)
Proceeds from sale of equipment		9			23
Decrease (increase) in other assets		135			(37	)

Net cash used for investing activities		(16,693	)		(9,136	)
Financing activities:
Proceeds from employee stock plans		10,836			3,423
Proceeds from public offering of Common Stock		109,681			—
Payment of contingent consideration obligations		(186	)		(198	)

Net cash provided by financing activities		120,331			3,225
Effect of foreign exchange rates on cash		59			44

Net increase in cash and cash equivalents		118,937			10,672
Cash and cash equivalents at beginning of period		84,668			70,557

Cash and cash equivalents at end of period	$	203,605		$	81,229

See accompanying notes.

-4-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)


Three months ended September 30, 2020	Class B Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity			Noncontrolling Interest		Total Equity
Balance on June 30, 2020	$	118	$	431	$	320,988		$	144,030	$	(316	)	$	(138,927	)	$	326,324		$	319	$	326,643
Issuance of Common Stock under employee stock plans				2		3,449											3,451					3,451
Additional expenses associated with issuance of Common Stock in public offering (see Note 5)						(51	)										(51	)				(51	)
Stock-based compensation expense						1,640											1,640					1,640
Components of comprehensive income, net of tax:
Net income									5,785								5,785			1		5,786
Other comprehensive income											113						113			6		119

Total comprehensive income																	5,898			7		5,905

Balance on September 30, 2020	$	118	$	433	$	326,026		$	149,815	$	(203	)	$	(138,927	)	$	337,262		$	326	$	337,588


Nine months ended September 30, 2020	Class B Common Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity		Noncontrolling Interest		Total Equity
Balance on December 31, 2019	$	118	$	405	$	201,251	$	143,098	$	(383	)	$	(138,927	)	$	205,562	$	308	$	205,870
Issuance of Common Stock under employee stock plans				10		10,826										10,836				10,836
Issuance of Common Stock in public offering, net (see Note 5)				18		109,663										109,681				109,681
Stock-based compensation expense						4,286										4,286				4,286
Components of comprehensive income, net of tax:
Net income								6,717								6,717		10		6,727
Other comprehensive income										180						180		8		188

Total comprehensive income																6,897		18		6,915

Balance on September 30, 2020	$	118	$	433	$	326,026	$	149,815	$	(203	)	$	(138,927	)	$	337,262	$	326	$	337,588


Three months ended September 30, 2019	Class B Common Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity		Noncontrolling Interest			Total Equity
Balance on June 30, 2019	$	118	$	403	$	196,698	$	135,849	$	(278	)	$	(138,927	)	$	193,863	$	453		$	194,316
Issuance of Common Stock under employee stock plans				1		1,715										1,716					1,716
Stock-based compensation expense						753										753					753
Components of comprehensive income, net of tax:
Net income								5,937								5,937		(5	)		5,932
Other comprehensive loss																—		(1	)		(1	)

Total comprehensive income																5,937		(6	)		5,931

Balance on September 30, 2019	$	118	$	404	$	199,166	$	141,786	$	(278	)	$	(138,927	)	$	202,269	$	447		$	202,716

-5-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)


Nine months ended September 30, 2019	Class B Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity			Noncontrolling Interest		Total Equity
Balance on December 31, 2018	$	118	$	402	$	193,457		$	129,000	$	(394	)	$	(138,927	)	$	183,656		$	434	$	184,090
Issuance of Common Stock under employee stock plans				2		3,421											3,423					3,423
Stock-based compensation expense						2,292											2,292					2,292
Other						(4	)										(4	)				(4	)
Components of comprehensive income, net of tax:
Net income									12,786								12,786			8		12,794
Other comprehensive income											116						116			5		121

Total comprehensive income																	12,902			13		12,915

Balance on September 30, 2019	$	118	$	404	$	199,166		$	141,786	$	(278	)	$	(138,927	)	$	202,269		$	447	$	202,716

See accompanying notes.

-6-

Table of Contents

VICOR CORPORATION

~~Condensed Consolidated Statements of Equity~~

~~(In thousands)~~

~~(Unaudited)~~

Three months ended
June 30, 2020

Class B
Common
Stock

Common
Stock

Additional
Paid-In

Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Total

Vicor
Corporation
Stockholders’
Equity

Noncontrolling
Interest

Total
Equity

Balance on March 31, 2020
$ 118 $ 407 $ 204,020 $ 141,363 $ (300 ) $ (138,927 ) $ 206,681 $ 316 $ 206,997
Issuance of Common Stock under employee stock plans

6

5,318

5,324

5,324

Issuanc
e
of Common Stock
in
public offering
(see Note 5)
18 109,714 109,732 109,732
Stock-based compensation expense

1,936

1,936

1,936
Components of comprehensive income, net of tax:

Net income

2,667

2,667

5

2,672
Other comprehensive income
(16 ) (16 ) (2 ) (18 )

Total comprehensive income
2,651 3 2,654

Balance on June 30, 2020
$ 118 $ 431 $ 320,988 $ 144,030 $ (316 ) $ (138,927 ) $ 326,324 $ 319 $ 326,643

Six months ended
June 30, 2020

Class B
Common
Stock

Common
Stock

Additional
Paid-In

Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Total

Vicor
Corporation
Stockholders’
Equity

Noncontrolling
Interest

Total
Equity

Balance on December 31, 2019
$ 118 $ 405 $ 201,251 $ 143,098 $ (383 ) $ (138,927 ) $ 205,562 $ 308 $ 205,870
Issuance of Common Stock under employee stock plans
8 7,377 7,385 7,385
Issuance of Common Stock in
p
ublic
offering (see Note 5)
18 109,714 109,732 109,732
Stock-based compensation expense
2,646 2,646 2,646
Components of comprehensive
income, net of tax:

Net income

932

932

9

941
Other comprehensive income
67 67 2 69

Total comprehensive income
999 11 1,010

Balance on June 30, 2020
$ 118 $ 431 $ 320,988 $ 144,030 $ (316 ) $ (138,927 ) $ 326,324 $ 319 $ 326,643

Three months ended
June 30, 2019

Class B
Common
Stock

Common
Stock

Additional
Paid-In

Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Total

Vicor
Corporation
Stockholders’
Equity

Noncontrolling
Interest

Total
Equity

Balance on March 31, 2019
$ 118 $ 403 $ 195,799 $ 133,286 $ (436 ) $ (138,927 ) $ 190,243 $ 449 $ 190,692
Issuance of Common Stock under
employee stock plans
137 137 137
Stock-based compensation expense
766 766 766
Other
(4 ) (4 ) (4 )
Components of comprehensive income, net of tax:

Net income
2,563 2,563 (7 ) 2,556
Other comprehensive loss
158 158 11 169

Total comprehensive income
2,721 4 2,725

Balance on June 30, 2019
$ 118 $ 403 $ 196,698 $ 135,849 $ (278 ) $ (138,927 ) $ 193,863 $ 453 $ 194,316

~~-5-~~

~~Table of Contents~~

~~VICOR CORPORATION~~

~~Condensed Consolidated Statements of Equity~~

~~(In thousands)~~

~~(Unaudited)~~

Six months ended

June 30, 2019

Class B
Common
Stock

Common
Stock

Additional
Paid-In

Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Total

Vicor
Corporation
Stockholders’
Equity

Noncontrolling
Interest

Total
Equity

Balance on December 31, 2018
$ 118 $ 402 $ 193,457 $ 129,000 $ (394 ) $ (138,927 ) $ 183,656 $ 434 $ 184,090
Issuance
of Common Stock

under employee stock plans
1 1,706 1,707 1,707
Stock-based compensation expense
1,539 1,539 1,539
Other

Other
(4 ) (4 ) (4 )
Components of comprehensive income, net of tax:

Net income
6,849 6,849 13 6,862
Other comprehensive income
116 116 6 122

Total comprehensive income
6,965 19 6,984

Balance on June 30, 2019
$ 118 $ 403 $ 196,698 $ 135,849 $ (278 ) $ (138,927 ) $ 193,863 $ 453 $ 194,316

~~See accompanying notes.~~

~~-6-~~

~~Table of Contents~~

~~VICOR CORPORATION~~

Notes to Condensed Consolidated Financial Statements

~~June~~

September 30, 2020

~~(unaudited)~~

(Unaudited)

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Vicor Corporation and its consolidated subsidiaries (collectively, the “Company”) 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 (the “SEC”). Accordingly, these interim financial statements 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 normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2020 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2020. The balance sheet at December 31, 2019 presented herein 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. For further information, refer to the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2019 filed by the Company with the SEC on February 28, 2020 (“2019 Form

10-K”).

Inventories

Inventories are valued at the lower of cost (determined using the

first-in,

first-out

method) or net realizable value. Fixed production overhead is allocated to the inventory cost per unit based on the normal capacity of the production facilities. Abnormal production costs, including fixed cost variances from normal production capacity, if any, are charged to cost of revenues in the period incurred. All shipping, handling and customs (e.g., tariff) costs incurred in connection with the sale of products are included in cost of revenues.

Inventory that is estimated to be excess, obsolete or unmarketable is written down to net realizable value. The Company’s estimation process for assessing net realizable value is based upon forecasted future usage which is derived based on backlog, historical consumption and expected market conditions. If the Company’s estimated demand and/or market expectation were to change or if product sales were to decline, the Company’s estimation process may cause larger inventory reserves to be recorded, resulting in larger charges to cost of revenues.

Inventories were as follows (in thousands):


	June 30, 2020		December 31, 2019		September 30, 2020		December 31, 2019
Raw materials	$	40,745	$	35,901	$	43,165	$	35,901
Work-in-process		8,139		5,184		8,090		5,184
Finished goods		6,746		8,102		6,914		8,102

Net balance	$	55,630	$	49,187
					$	58,169	$	49,187

Long-Term Investments

As of ~~June~~September 30, 2020 and December 31, 2019, the Company held one auction rate security with a par value of $3,000,000, purchased through and held in custody by a broker-dealer affiliate of Bank of America, N.A., that has experienced failed auctions (the “Failed Auction Security”) since February 2008. The Failed Auction Security held by the Company is Aaa/AA+ rated by major credit rating agencies, is collateralized by student loans, and is guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program. Management is not aware of any reason to believe the issuer of the Failed Auction Security is presently at risk of default. Through ~~June~~September 30, 2020, the Company has continued to receive interest payments on the Failed Auction Security in accordance with the terms of its indenture. Management believes the Company ultimately should be

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September 30, 2020

(Unaudited)

be able to liquidate the Failed Auction Security without significant loss primarily due to the

overall

quality of the issue held and the

~~-7-~~

~~Table of Contents~~

~~VICOR CORPORATION~~

~~Notes to Condensed Consolidated Financial Statements~~

~~June 30, 2020~~

~~(unaudited)~~

collateral securing the substantial majority of the underlying obligation. However, current conditions in the auction rate securities

market have led management to conclude the recovery period for the Failed Auction Security exceeds 12 months. As a result, the Company continued to classify the Failed Auction Security as long-term as of ~~June~~September 30, 2020.

The following is a summary of the

available-for-sale

security (in thousands):

Gross

Unrealized

Gross

Unrealized

Estimated

Fair

June 30, 2020

Cost

Gains

Losses

Value

Failed Auction Security
   $ 3,000    $ —      $ 445    $ 2,555


September 30, 2020	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Failed Auction Security	$	3,000	$	—	$	409	$	2,591

Gross

Unrealized

Gross

Unrealized

Estimated

Fair

December 31, 2019

Cost

Gains

Losses

Value

Failed Auction Security
   $ 3,000    $ —      $ 490    $ 2,510

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~

September 30, 2020

~~(unaudited)~~

(Unaudited)

The following tables present the Company’s net revenues disaggregated by the category of revenue, by product line (in thousands):


	Three Months Ended June 30, 2020
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	39,472	$	20,044	$	59,516
Stocking distributors, net of sales allowances		6,814		1,576		8,390
Non-recurring engineering		142		2,695		2,837
Other		—		18		18

	$	46,428	$	24,333	$	70,761


	Six Months Ended June 30, 2020
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	75,211	$	34,811	$	110,022
Stocking distributors, net of sales allowances		16,436		4,638		21,074
Non-recurring engineering		298		2,732		3,030
Other		—		36		36

	$	91,945	$	42,217	$	134,162


	Three Months Ended June 30, 2019						Three Months Ended September 30, 2020
	Brick Products		Advanced Products		Total		Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	40,843	$	12,184	$	53,027	$	40,916	$	27,422	$	68,338
Stocking distributors, net of sales allowances		7,111		2,918		10,029		6,661		1,463		8,124
Non-recurring engineering		51		230		281		116		1,499		1,615
Royalties		—		—		—		—		17		17
Other		—		18		18		—		18		18

	$	48,005	$	15,350	$	63,355	$	47,693	$	30,419	$	78,112


	Nine Months Ended September 30, 2020
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	116,127	$	62,233	$	178,360
Stocking distributors, net of sales allowances		23,097		6,101		29,198
Non-recurring engineering		414		4,231		4,645
Royalties		—		17		17
Other		—		54		54

	$	139,638	$	72,636	$	212,274


	Three Months Ended September 30, 2019
	Brick Products		Advanced Products			Total
Direct customers, contract manufacturers and non-stocking distributors	$	39,705	$	22,574		$	62,279
Stocking distributors, net of sales allowances		6,522		1,734			8,256
Non-recurring engineering		163		(36	)		127
Royalties		92		—			92
Other		—		18			18

	$	46,482	$	24,290		$	70,772

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~

September 30, 2020

~~(unaudited)~~

(Unaudited)

   Six Months Ended June 30, 2019
   Brick Products    Advanced Products    Total
Direct customers, contract manufacturers and
non-stocking
distributors
   $ 80,791    $ 26,950    $ 107,741
Stocking distributors, net of sales allowances
   13,228    6,083    19,311
Non-recurring
engineering
   599    1,355    1,954
Royalties
   12    24    36
Other
   —      38    38






   $ 94,630    $ 34,450    $ 129,080


	Nine Months Ended September 30, 2019
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	120,496	$	49,524	$	170,020
Stocking distributors, net of sales allowances		19,750		7,817		27,567
Non-recurring engineering		762		1,319		2,081
Royalties		104		24		128
Other		—		56		56

	$	141,112	$	58,740	$	199,852

The following table presents the changes in certain contract assets and (liabilities) (in thousands):

   June 30, 2020
December 31,

2019
   Change
Accounts receivable
   $ 48,502    $ 38,115    $ 10,387
Short-term deferred revenue and customer prepayments
   (7,817 )    (5,507 )    (2,310 )
Long-term deferred revenue
   (894 )    (1,054 )    160
Deferred expenses
   1,552    1,897    (345 )
Sales allowances
   (867 )    (741 )    (126 )


	September 30, 2020			December 31, 2019			Change
Accounts receivable	$	41,136		$	38,115		$	3,021
Short-term deferred revenue and customer prepayments		(8,061	)		(5,507	)		(2,554	)
Long-term deferred revenue		(813	)		(1,054	)		241
Deferred expenses		1,588			1,897			(309	)
Sales allowances		(736	)		(741	)		5

The increase in accounts receivable was primarily due to an increase in net revenues of approximately ~~$9,962,000~~$5,919,000 in ~~June~~September 2020 compared to December 2019.

Deferred expenses are included in Other current assets in the accompanying Condensed Consolidated Balance Sheets.

The Company records deferred revenue, which represents a contract liability, when cash payments are received or due in advance of performance under a contract with a customer. The Company recognized revenue of approximately ~~$1,700,000~~$388,000 and $1,736,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, and $0$23,000 and $53,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, that was included in deferred revenue at the beginning of each respective period.

Stock-Based Compensation

The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards, whether they possess time-based vesting provisions or performance-based vesting provisions, and awards granted under the Vicor Corporation 2017 Employee Stock Purchase Plan (“ESPP”), as of their grant date. Stock-based compensation expense was as follows (in thousands):

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VICOR

CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2020

~~(unaudited)~~(Unaudited)

Three Months Ended


Six Months Ended

June 30,

June 30,

   2020    2019    2020    2019
Cost of revenues
   $ 277    $ 73    $ 396    $ 142
Selling, general and administrative
   1,030    506    1,467    1,025
Research and development
   629    187    783    372








Total stock-based compensation
   $ 1,936    $ 766    $ 2,646    $ 1,539


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Cost of revenues	$	296	$	86	$	692	$	228
Selling, general and administrative		846		482		2,313		1,507
Research and development		498		185		1,281		557

Total stock-based compensation	$	1,640	$	753	$	4,286	$	2,292

Compensation expense by type of award was as follows (in thousands):

Three Months Ended


Six Months Ended

June 30,

June 30,

   2020    2019    2020    2019
Stock options
   $ 1,737    $ 509    $ 2,243    $ 1,042
ESPP
   199    257    403    497








Total stock-based compensation
   $ 1,936    $ 766    $ 2,646    $ 1,539


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Stock options	$	1,420	$	514	$	3,663	$	1,556
ESPP		220		239		623		736

Total stock-based compensation	$	1,640	$	753	$	4,286	$	2,292

The increase in stock option compensation expense for the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to the three and ~~six~~nine months ended ~~June~~September 30, 2019, was primarily due to an increase in the number of stock options granted and to the acceleration of

recognition of

compensation expense on stock options granted to retirement eligible ~~employees.~~employees, both associated with stock option awards in June 2020.

Rental Income

Income, net under the Company’s operating lease agreement, for its owned facility leased ~~facility with~~to a third party in California, was approximately $198,000 and ~~$396,000~~$594,000 for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

Income Taxes

The tax provision (benefit) ~~provision~~ is based on the estimated annual effective tax rate for the year, which includes estimated federal, state and foreign income taxes on the Company’s projected

pre-tax

income.

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2020

~~(unaudited)~~

(Unaudited)

The provision (benefit) ~~provision~~ for income taxes and the effective income tax rates were as follows (dollars in thousands):


	Three Months Ended						Six Months Ended						Three Months Ended September 30,						Nine Months Ended September 30,
	June 30 ,						June 30 ,						2020			2019			2020			2019
	2020			2019			2020			2019
(Benefit) provision for income taxes	$	(406	)	$	113		$	(900	)	$	539
Provision (benefit) for income taxes													$	651		$	266		$	(249	)	$	805
Effective income tax rate		(17.9	)%		4.2	%		(2,195.1	)%		7.3	%		10.1	%		4.3	%		(3.8	)%		5.9	%

The effective tax rates were lower than the statutory tax rates for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 due primarily to the utilization of tax credits in 2020 and the combination of utilizing net operating loss carryforwards and tax credits in 2019. The net tax benefit for the ~~three and six~~nine months ended ~~June~~September 30, 2020 ~~was primarily due to~~reflects the relatively high volume of stock options exercised during the period and the associated impact of excess benefits (and shortfalls) for those stock options exercised, ~~during those periods.~~along with the utilization of available tax credits, noted above. The (benefit) provision for income taxes in the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 also included estimated foreign income taxes and estimated state taxes in jurisdictions in which the Company does not have net operating loss carryforwards.

As of ~~June~~September 30, 2020, the Company ha

had a valuation allowance of approximately $30,363,000 against

all domestic deferred tax assets, for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. While positive operating results in 2018, 2019 and ~~2019~~2020 caused the Company to be in a cumulative income position as of ~~June~~September 30, 2020, its overall profitability has been declining since the third quarter of 2018 and the Company recorded an operating loss in the first quarter of 2020, primarily due to overall reduced bookings for both Advanced and Brick products, reflecting U.S.-China trade/tariff dynamics and elements of macro uncertainty. While the Company recorded modest operating income and bookings increased in both the second ~~quarter~~and third quarters of 2020, the continued uncertain impact of the

COVID-19

pandemic on the Company’s supply chain, ~~and~~ certain process issues with the production of Advanced Products and the unpredictability in certain markets are still contributing to near-term uncertainty. As a result, management has concluded a full valuation allowance against all net domestic deferred tax assets is still warranted as of ~~June~~September 30, 2020. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If the positive quarterly earnings continue, and the Company’s concerns about industry uncertainty and world events, the impact of the

COVID-19

pandemic on the Company’s supply chain, process issues with the production of Advanced Products, and order volumes are resolved or alleviated to the point that the Company believes future profits can be more reliably forecasted, the Company may release all or a portion of the valuation allowance in the near-term. Certain state tax credits, though, will likely continue to require a valuation allowance. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income.

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~

September 30, 2020

~~(unaudited)~~

(Unaudited)

10.

Net Income per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):

   Three Months Ended    Six Months Ended

June 30,

June 30,

   2020    2019    2020    2019
Numerator:

Net income attributable to Vicor Corporation
   $ 2,667    $ 2,563    $ 932    $ 6,849








Denominator:

Denominator for basic net income per share-weighted average shares (1)
   41,643    40,275    41,140    40,252
Effect of dilutive securities:

Employee stock options (2)
   1,742    806    1,840    803








Denominator for diluted net income per share – adjusted weighted-average shares and assumed conversions
   43,385    41,081    42,980    41,055








Basic net income per share
   $ 0.06    $ 0.06    $ 0.02    $ 0.17








Diluted net income per share
   $ 0.06    $ 0.06    $ 0.02    $ 0.17


	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Numerator:
Net income attributable to Vicor Corporation	$	5,785	$	5,937	$	6,717	$	12,786

Denominator:
Denominator for basic net income per share-weighted average shares (1)		43,164		40,332		41,814		40,279
Effect of dilutive securities:
Employee stock options (2)		1,579		1,862		1,753		1,156

Denominator for diluted net income per share – adjusted weighted-average shares and assumed conversions		44,743		42,194		43,567		41,435

Basic net income per share	$	0.13	$	0.15	$	0.16	$	0.32

Diluted net income per share	$	0.13	$	0.14	$	0.15	$	0.31

(1)	Denominator represents weighted average number of shares of Common Stock and Class B Common Stock outstanding.

(2)

Options to purchase ~~54,551~~265,725 and ~~47,375~~130,027 shares of Common Stock for the three and ~~six~~nine months ended ~~June~~September 30, 2020, respectively, and ~~44,793~~171,499 and ~~79,857~~138,251 shares of Common Stock for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively, were not included in the calculations of net income per share as the effect would have been antidilutive.

11.

Commitments and Contingencies

At ~~June~~September 30, 2020, the Company had approximately ~~$5,852,000~~$12,595,000 of capital expenditure commitments, principally for manufacturing equipment. In addition to these commitments, the Company had, in aggregate, approximately $63,800,000 of budgeted capital expenditures associated with the construction of a 90,000 sq. ft. addition to the Company’s existing manufacturing facility and the installation of new production equipment.

The Company is the defendant in a patent infringement lawsuit originally filed on January 28, 2011 by SynQor, Inc. (“SynQor”) in the U.S. District Court for the Eastern District of Texas (the “Texas Action”). The complaint, as amended, alleges that the Company’s products, including but not limited to, unregulated bus converters used in intermediate bus architecture power supply systems, infringe SynQor’s U.S. patent numbers 7,072,190, 7,272,021, 7,564,702, and 8,023,290 (“the ‘190 patent”, “the ‘021 patent”, “the ‘702 patent”, and “the ‘290 patent”, respectively). SynQor’s complaint sought an injunction against further infringement and an award of unspecified compensatory and enhanced damages, interest, costs and attorney fees. The Company has denied that its products infringe any of the SynQor patents, and has asserted that the SynQor patents are invalid and/or unenforceable. The Company has also asserted counterclaims seeking damages from SynQor for deceptive trade practices and tortious interference with prospective economic advantage arising from SynQor’s attempted enforcement of its patents against the Company.

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~September 30, 2020

~~(unaudited)~~

(Unaudited)

On May 23, 2016, after extensive discovery, the Texas Action was stayed by the court pending completion of certain inter partes reexamination (“IPRx”) proceedings at the United States Patent and Trademark Office (“USPTO”) (including any appeals from such proceedings to the Federal Circuit (as defined below)) concerning the SynQor patents, which are described below. That stay remains in force.

In 2011, in response to the filing of the Texas Action, the Company’s IPRx proceedings at the USPTO challenged the validity of all claims that were asserted against the Company by SynQor. The current status of these proceedings is as follows. Regarding the ‘190 patent IPRx, the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”) issued a decision on March 13, 2015, determining that certain claims were invalid and remanding the matter to the Patent Trial and Appeal Board (“PTAB”) of the USPTO for further proceedings. On February 20, 2019, the PTAB issued a decision finding that all of the remaining challenged claims were unpatentable. SynQor has appealed that decision to the Federal Circuit, and the appeal remains pending. On August 30, 2017, the Federal Circuit issued rulings with regard to the IPRx proceedings for the ’021, ‘702 and ‘290 patents. With respect to the ‘021 patent, the Federal Circuit affirmed the PTAB’s determination that all of the challenged claims of the ‘021 patent were invalid. The Federal Circuit remanded the case to the PTAB for further consideration of the patentability of certain claims that had been added by amendment during the reexamination. On February 20, 2019, the PTAB issued a decision affirming the examiner’s rejections of all challenged claims. SynQor has filed an appeal of that decision in the Federal ~~Circuit, and that~~Circuit. That appeal ~~remains pending.~~has been stayed pending resolution of the pending appeal regarding the ‘190 patent IPRx. With respect to the ‘702 patent, the Federal Circuit affirmed the PTAB’s determination that all of the challenged claims of the ‘702 patent were patentable. With respect to the ‘290 patent, the Federal Circuit vacated the PTAB’s decision upholding the patentability of the ‘290 patent claims, and remanded the case to the PTAB for further consideration. On February 20, 2019, the PTAB issued a decision reversing its prior affirmance of the examiner’s

non-adoption

of rejections with respect to the ‘290 patent, and entering rejections of all of the claims of the ‘290 patent. On May 20, 2019, as permitted by USPTO rules, SynQor requested the USPTO to reopen prosecution of this proceeding to address the new rejections made by the PTAB. ~~While prosecution was reopened,~~On September 28, 2020, the examiner ~~has yet to issue~~issued a ~~further substantive ruling.~~decision reaffirming the PTAB’s rejection of all of the claims of the ‘290 patent.

On October 31, 2017, the Company filed a request with the USPTO for ex parte reexamination (“EPRx”) of the asserted claims of the ‘702 patent, based on different prior art references than had been at issue in the previous IPRx of the ‘702 patent. On September 12, 2018, a patent examiner found that all of the asserted claims were invalid. SynQor has appealed that ruling to the PTAB, where the appeal remains pending. On August 6, 2018, the Company filed a request with the USPTO for EPRx of the asserted claims of the ‘190 patent, based on different prior art references than had been at issue in the previous IPRx of the ‘190 patent. On August 9, 2019, the USPTO issued a final rejection of all of the asserted claims of the ‘190 patent. SynQor has appealed that ruling to the PTAB, where the appeal remains pending.

On January 23, 2018, the

20-year

terms of the ‘190 patent, the ‘021 patent, the ‘702 patent and the ‘290 patent expired. As a consequence of these expirations, the Company cannot be liable under any of the SynQor patents for allegedly infringing activities occurring after the patents’ respective expiration dates. In addition, any amended claims that may issue as a result of any of the still-pending reexamination proceedings will have no effective term and cannot be the basis for any liability by the Company.

The Company continues to believe none of its products, including its unregulated bus converters, infringe any valid claim of the asserted SynQor patents, either alone or when used in an intermediate bus architecture implementation. The Company believes SynQor’s claims lack merit and, therefore, it continues to vigorously defend itself against SynQor’s patent infringement allegations. The Company does not believe a loss is probable for this matter. If a loss were to be incurred, however, the Company cannot estimate the amount of possible loss or range of possible loss at this time.

In addition to the SynQor matter, the Company is involved in certain other litigation and claims incidental to the conduct of its business. While the outcome of lawsuits and claims against the Company cannot be predicted with certainty, management does not expect any current litigation or claims will have a material adverse impact on the Company’s financial position or results of operations.

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VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

~~June~~

September 30, 2020

~~(unaudited)~~

(Unaudited)

12.

Impact of Recently Issued Accounting Standards

In December 2019, the Financial Accounting Standards Board (“FASB”) issued guidance designed to simplify the accounting for income taxes by eliminating certain exceptions to the general principles in Topic 740, Income Taxes, and also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This new guidance will be effective for the Company for its fiscal year beginning after December 15, 2020, with early adoption permitted. The Company has not yet determined the impact this new guidance will have on its consolidated financial statements and disclosures.

In August 2018, the FASB issued guidance which modifies the disclosure requirements on fair value measurements under Topic 820, Fair Value Measurements, including the consideration of costs and benefits. The new guidance is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2019, with early adoption permitted. It is required to be applied on a retrospective approach with certain elements being adopted prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. The Company adopted the new guidance as of January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements and disclosures.

In June 2016, the FASB issued ~~new~~ guidance which ~~will require~~requires measurement and recognition of expected credit losses on certain types of financial instruments. It also modifies the impairment model for

available-for-sale

debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. ~~The new~~This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. It is required to be applied on a modified-retrospective approach with certain elements being adopted prospectively. The Company adopted the new guidance as of January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements and disclosures.

Other new pronouncements issued but not effective until after ~~June~~September 30, 2020 are not expected to have a material impact on the Company’s consolidated financial statements.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2019 and the risk factor described in this Quarterly Report on Form

10-Q.

As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, and operating results, and the share price of its Common Stock. This document and other documents filed by the Company with the Securities and Exchange Commission (“SEC”) include forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbor afforded under the Private Securities Litigation Reform Act of 1995 and other safe harbors afforded under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based on our current beliefs, expectations, estimates, forecasts, and projections for the future performance of the Company and are subject to risks and uncertainties. Forward-looking statements are identified by the use of words denoting uncertain, future events, such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “if,” “intend,” “may,” “plan,” “potential,” “project,” “prospective,” “seek,” “should,” “target,” “will,” or “would,” as well as similar words and phrases, including the negatives of these terms, or other variations thereof. Forward-looking statements also include, but are not limited to, statements regarding: our expectations that the Company has adequate resources to respond to financial and operational risks associated with the novel coronavirus

“COVID-19,”

and our ability to effectively conduct business during the pandemic; ongoing development of power conversion architectures, switching topologies, materials, packaging, and products; the ongoing transition of our business strategically, organizationally, and operationally from serving a large number of relatively

low-volume

customers across diversified markets and geographies to serving a small number of relatively large-volume customers; our intent to enter new market segments; the levels of customer orders overall and, in particular, from large customers and the delivery lead times associated therewith; anticipated new and existing customer wins; the financial and operational impact of customer changes to shipping schedules; the derivation of a portion of our sales in each quarter from orders booked in the same quarter; our intent to expand the percentage of revenue associated with licensing our intellectual property to third parties; our plans to invest in expanded manufacturing capacity, including the expansion of our Andover facility and the introduction of new manufacturing processes, and the timing, location, and funding thereof; our belief that cash generated from operations and the total of our cash and cash equivalents will be sufficient to fund operations and capital investments for the foreseeable future; our outlook regarding tariffs and the impact thereof on our business; our belief that we have limited exposure to currency risks; our intentions regarding the declaration and payment of cash dividends; our intentions regarding protecting our rights under our patents; and our expectation that no current litigation or claims will have a material adverse impact on our financial position or results of operations. These forward-looking statements are based upon our current expectations and estimates associated with prospective events and circumstances that may or may not be within our control and as to which there can be no assurance. Actual results could differ materially from those implied by forward-looking statements as a result of various factors, including but not limited to those described above, as well as those described in the Company’s Annual Report on Form

10-K

for the year ended December 31, 2019 under Part I, Item 1 — “Business,” under Part I, Item 1A — “Risk Factors,” under Part I, Item 3 — “Legal Proceedings,” and under Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those described in this Quarterly Report on Form

10-Q,

particularly under Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A – “Risk Factors.” The discussion of our business contained herein, including the identification and assessment of factors that may influence actual results, may not be exhaustive. Therefore, the information presented should be read together with other documents we file with the SEC from time to time, including our Annual Reports on Form

10-K,

our Quarterly Reports on Form

10-Q

and our Current Reports on Form

8-K,

which may supplement, modify, supersede, or update the factors discussed in this Quarterly Report on Form

10-Q.

Any forward-looking statement made in this Quarterly Report on Form

10-Q

is based on information currently available to us and speaks only as of the date on which it is made. We do not undertake any obligation to update any forward-looking statements as a result of future events or developments, except as required by law.

-20-

Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

Overview

We design, develop, manufacture, and market modular power components and power systems for converting electrical power for use in electrically-powered devices. Our competitive position is supported by innovations in product design and achievements in product performance, largely enabled by our focus on the research and development of advanced technologies and processes, often implemented in proprietary semiconductor circuitry, materials, and packaging. Many of our products incorporate patented or proprietary implementations of high-frequency switching topologies enabling power system solutions that are more efficient and much smaller than conventional alternatives. Our strategy emphasizes demonstrable product differentiation and a value proposition based on competitively superior solution performance, advantageous design flexibility, and a compelling total cost of ownership. While we offer a wide range of alternating current (“AC”) and direct current (“DC”) power conversion products, we consider our core competencies to be associated with 48V DC distribution, which offers numerous inherent cost and performance advantages over lower distribution voltages. However, we also offer products addressing other DC voltage standards (e.g., 380V for power distribution in data centers, 110V for rail applications, 28V for military and avionics applications, and 24V for industrial automation).

Based on design, performance, and form factor considerations, as well as the range of evolving applications for which our products are appropriate, we categorize our product portfolios as either “Advanced Products” or “Brick Products.” The Advanced Products category consists of our more recently introduced products, which are largely used to implement our proprietary Factorized Power Architecture

™

(“FPA”), an innovative power distribution architecture enabling flexible, rapid power system design using individual components optimized to perform a specific conversion function. The Brick Products category largely consists of our broad and well-established families of integrated power converters, incorporating multiple conversion stages, used in conventional power systems architectures.

Given the growth profiles of the markets we serve with our Advanced Products line and our Brick Products line, our strategy involves a transition in organizational focus, emphasizing investment in our Advanced Products line and targeting high growth market segments with a

low-mix,

high-volume operational model, while maintaining a profitable business in the mature market segments we serve with our Brick Products line with a

high-mix,

low-volume

operational model.

The applications in which our Advanced Products and Brick Products are used are typically in the higher-performance, higher-power segments of the market segments we serve. With our Advanced Products, we generally serve large Original Equipment Manufacturers (“OEMs”), Original Design Manufacturers (“ODMs”), and their contract manufacturers, with sales currently concentrated in the data center and hyperscaler segments of enterprise computing, in which our products are used for voltage distribution on server motherboards, in server racks, and across datacenter infrastructure. We have established a leadership position in the emerging market segment for powering high-performance processors used for acceleration of applications associated with artificial intelligence, with customers including the leading innovators in processor and accelerator design, as well as early adopters in cloud computing and high performance computing. We also target applications in aerospace and aviation, defense electronics, industrial automation, instrumentation, test equipment, solid state lighting, telecommunications and networking infrastructure, and vehicles (notably in the autonomous driving, electric vehicle, and hybrid vehicle niches of the vehicle segment). With our Brick Products, we generally serve a fragmented base of large and small customers, concentrated in aerospace and defense electronics, industrial automation, industrial equipment, instrumentation and test equipment, and transportation (notably in rail and heavy equipment applications). With our strategic emphasis on larger, high-volume customers, we expect to experience over time a greater concentration of sales among relatively fewer customers.

In June 2020, we completed an underwritten public offering of 1,538,462 shares of our Common Stock, at a price to the public of $65.00 per share. Pursuant to our agreement with the underwriter

of this offering, the underwriter had a

30-day

option to purchase from us up to an additional 230,769 shares of our Common Stock. Including the shares associated with the exercise of this option, we issued a total of 1,769,321 shares of Common Stock in the offering and received net proceeds of approximately $109.7 million, after deduction of underwriting discounts and offering expenses. We intend to use the net proceeds from the offering for the expansion of our manufacturing facilities and other general corporate ~~purposes.~~

~~-21-~~

~~Table~~purposes, including the expected growth of ~~Contents~~

~~VICOR CORPORATION~~

~~Management’s Discussion and Analysis of~~

~~Financial Condition and Results of Operation~~

~~June 30, 2020~~

~~Summary of Second Quarter 2020 Financial Performance~~

~~Consolidated~~ net revenues for the second quarter of 2020 increased 11.6%, compared to consolidated net revenues for the first quarter of 2020, as net revenues of Advanced Products sequentially increased 36.1%, and net revenues of Brick Products sequentially increased 2.0%. For the second quarter of 2020, the percentage of total net revenues generated by sales of Advanced Products rose to 34.4% from 28.2% for the prior quarter, while the percentage of total net revenues generated by sales of Brick Products declined to 65.6% from 71.8% for the prior quarter.working capital.

~~Advanced Product revenue for the second quarter of 2020 rose 36.1% sequentially from the prior quarter, primarily reflecting increased shipments of Vicor’s~~

~~Power-on-Package~~

solutions for artificial intelligence applications in computing. Brick Product revenue rose 2.0% sequentially from the prior quarter, based on the recovery of Asian markets, notably China, offset by reduced domestic shipments, resulting from the negative influence of the

~~COVID-19~~

~~pandemic on U.S. manufacturing. Certain domestic customers significantly reduced production late in the first quarter of 2020 and, as of June 30, 2020, had yet to return to~~

~~pre-pandemic~~

~~demand levels, which also is reflected in both lower shipments to stocking distributors and, overall, lower turns volume.~~

Consolidated gross margin as a percentage of revenue declined three-tenths of a percentage point sequentially, from 43.1% for the first quarter of 2020, to 42.8% for the second quarter of 2020. Despite sequentially higher unit volume contributing to higher overhead absorption, product level profitability was influenced by the ongoing impact of the pandemic on our supply chain partners, resulting in production inefficiencies and cost variances. Certain suppliers curtailed operations during the second quarter of 2020 in response to the pandemic, reducing their ability to provide products and/or services to us in a timely manner. Other negative influences on gross margin percentage included a sequential shift in product mix and sequentially higher tariff charges, which totaled $2.0 million.

We recorded operating income of $2,033,000 in the second quarter of 2020, as operating expenses decreased 4.8%, compared to the first quarter of 2020. The sequential decline was associated with lower audit and legal costs, which typically are highest during the first quarter of each year, a decline in travel costs, given our restrictions on travel in response to the pandemic, and a decline in prototyping and related costs, which vary based on customer-specific requirements. For the second quarter of 2020, we incurred approximately $236,000 of incremental employee safety and well-being expenses directly associated with our response to the pandemic.

~~Overall results for the second quarter of 2020 were influenced by a $1.2 million~~

~~non-cash~~

charge associated with the acceleration of recognition of equity-based compensation expenses in connection with a Company-wide award of stock options in June. Because the Company’s option plan allows for participants who retire at age 62.5 or older retain their unvested options over their original vesting periods, the required accounting is to record at the time of the award all of the compensation expense for employees who have reached that age. The amounts of total equity-based compensation expenses, including such expenses associated with our 2017 Employee Stock Purchase Program, included in Cost of Goods Sold and Operating Expenses for the second quarter of 2020, were approximately $277,000 and $1,659,000, respectively, totaling $1,936,000.

~~We recorded a net income tax benefit of $406,000 for the second quarter of 2020. The net tax benefit for the second quarter and on a~~

~~year-to-date~~

~~basis reflects the impact of the high volume of stock options exercised during the two periods.~~

Net income attributable to Vicor Corporation (i.e., after net income or loss attributable to a noncontrolling interest) for the second quarter of 2020 was $2,667,000, representing net income per diluted share of $0.06, in contrast to a net loss of $(1,735,000), or $(0.04) per basic share, for the first quarter of 2020.

Bookings for the second quarter of 2020 totaled $87.5 million, an increase of 24.9%, compared to the first quarter of 2020. New orders for Brick Products increased 31.0% sequentially, largely driven by higher orders from our Chinese distributors. New orders for Advanced Products increased 15.8% sequentially, largely driven by higher orders from Asian contract manufacturers manufacturing on behalf of our OEM customers.

~~-22-~~

~~Table of Contents~~

~~VICOR CORPORATION~~

~~Management’s Discussion and Analysis of~~

~~Financial Condition and Results of Operation~~

~~June 30, 2020~~

At June 30, 2020, order backlog totaled $127.5 million, an increase of 15.1% over the prior quarter. Included in this figure is approximately $8.0 million of orders rescheduled from the second quarter of 2020 into subsequent quarters, either by us or by customers, due to challenges associated with the pandemic.

Our quarterly consolidated operating results can be difficult to forecast and have been subject to significant fluctuations. We plan our production and inventory levels based on management’s estimates of customer demand, customer forecasts, and other information

-21-

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2020

Operating expenses for the third quarter of 2020 declined 3.7% to $27,244,000 from $28,285,000 for the second quarter of 2020. While sales, general and administrative and research and development expenses all declined sequentially, the third quarter was primarily influenced by lower stock option expense, lower commission expense, and lower spending on prototyping and related engineering activities.

We reported net income for the third quarter of 2020 of $5,785,000, or $0.13 per diluted share, compared to net income of $2,667,000, or $0.06 per diluted share, for the second quarter of 2020.

For the third quarter of 2020, depreciation and amortization totaled $2,736,000, and capital additions totaled $8,113,000, as compared to $2,728,000 of depreciation and amortization and $5,725,000 of capital additions, respectively, for the second quarter of 2020.

~~Backlog,~~Cash and cash equivalents increased by approximately $6,901,000, or 3.5%, to $203,605,000 at September 30, 2020, compared to $196,704,000 at June 30, 2020.

As noted, net revenues for the third quarter of 2020 increased 10.4%, compared to net revenues for the second quarter of 2020. Net revenues of Advanced Products for the third quarter of 2020 increased 25.0%, as compared to the second quarter of 2020, primarily due to increased demand from Asian subcontract manufacturers, reflected by higher bookings from these customers in the first and second quarters of 2020. Bookings for Advanced Products for the third quarter of 2020 increased 9.9% sequentially. Net revenues of Brick Products for the third quarter of 2020 increased 2.7%, as sustained demand from Chinese customers offset continued uncertainty in other geographies, as reflected by booking patterns in the first and second quarters. Bookings for Brick Products for the third quarter of 2020 declined 0.5% sequentially, with increased orders for our legacy converter lines offset by lower orders for our custom systems. After two quarters of declining orders in North America for legacy converters, such bookings rose for the third quarter.

Gross margin as a percentage of revenue declined slightly sequentially, from 42.8% for the second quarter of 2020, to 42.7% for the third quarter of 2020. While supply chain delays were not as pronounced during the third quarter of 2020, certain providers of raw materials and/or services continued to experience delays due to the effect of the pandemic on their own operations. As was the case in the first and second quarters of 2020, our gross margin percentage for the third quarter of 2020 was influenced by an unfavorable product mix and high tariff charges, which totaled $1,900,000 for the third quarter of 2020, compared to $2,000,000 in the second quarter of 2020.

We recorded operating income of $6,103,000 in the third quarter of 2020, due to the higher net revenues and lower operating expenses, compared to the second quarter of 2020. The sequential decline was associated with lower stock option compensation expense, reflecting the approximately $1,200,000 charge taken in the second quarter of 2020 primarily due to the acceleration of compensation expense on stock options granted in June 2020 to retirement eligible employees, lower commission expenses, given the increased volume of direct sales, and reduced prototyping and

pre-production

costs.

While we recorded a net income tax provision of $651,000 for the third quarter of 2020, primarily due to state and foreign tax expense, the net tax benefit on a

year-to

date basis reflects the impact of the relatively high volume of stock options exercised during the first nine months of this year and the utilization of available tax credits.

Net income attributable to Vicor Corporation (i.e., after net income or loss attributable to a

non-controlling

interest) for the third quarter of 2020 was $5,785,000, representing net income per diluted share of $0.13, an increase from net income of $2,667,000, or $0.06 per diluted share, for the second quarter of 2020.

Bookings for the third quarter of 2020 totaled $90.5 million, an increase of 3.4%, compared to the second quarter of 2020. New orders for Advanced Products increased 9.9% sequentially, largely driven by higher orders from Asian contract manufacturers manufacturing on behalf of our OEM customers. Bookings from Chinese customers declined, as OEM customers continue to reduce their exposure to China by relocating production to contract manufacturers located in other countries, notably Taiwan. New orders for

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2020

Brick Products essentially were unchanged for the third quarter compared to the second quarter, with improved order volumes from customers and distributors in the U.S. and China offsetting lower sequential volumes from European customers.

At September 30, 2020, order backlog (which represents the total value of orders received for products ~~received~~ for which shipment is scheduled within the next 12 ~~months, was~~months) totaled $140.0 million, an increase of 9.8% over the prior quarter, representing a historic high for the Company.

Three Months Ended September 30, 2020, Compared to Three Months Ended September 30, 2019

The following summarizes our financial performance for the third quarter of 2020, compared to the third quarter of 2019:

Net revenues increased 10.4% to $78,112,000 for the third quarter of 2020, from $70,772,000 for the third quarter of 2019.

Export sales represented approximately ~~$127,514,000 at~~72.7% of total net revenues in the ~~end of the second~~third quarter of 2020 as compared to ~~$100,665,000 at~~58.2% in the ~~end~~third quarter of 2019. This increase reflects improved demand across Asia.

Gross margin increased to $33,347,000 for the ~~second~~third quarter of 2020 from $33,002,000 for the third quarter of 2019, ~~$110,832,000 at~~but gross margin, as a percentage of net revenues, decreased to 42.7% for the ~~end of the first~~third quarter of 2020 from 46.6% for the third quarter of 2019. Despite higher unit sales and ~~$104,164,000 at~~production volumes for the ~~end~~third quarter of 2020, higher sales and increased overhead absorption were offset by decreased product-level profitability, which was the consequence of unfavorable product mix and production inefficiencies and cost variances caused by the ongoing impact of the ~~fourth quarter of 2019.~~pandemic on our supply chain partners.

Operating expenses for the ~~second~~third quarter of 2020 increased ~~$1,549,000,~~$294,000, or ~~5.8%~~1.1%, to ~~$28,285,000~~$27,244,000 from ~~$26,736,000~~$26,950,000 for the ~~second~~third quarter of 2019, due to an increase in research and development ~~expense~~expenses of ~~$1,124,000 and an increase~~$525,000, partially offset by a decrease in selling, general, and administrative expenses of ~~$425,000.~~$231,000.

We reported net income for the ~~second~~third quarter of 2020 of ~~$2,667,000,~~$5,785,000, or ~~$0.06~~$0.13 per diluted share, compared to net income of ~~$2,563,000,~~$5,937,000, or ~~$0.06~~$0.14 per diluted share, for the ~~second~~third quarter of 2019.

For the ~~second~~third quarter of ~~June~~September 30, 2020, depreciation and amortization totaled ~~$2,728,000,~~$2,736,000, and capital additions totaled ~~$5,725,000,~~$8,113,000, as compared to ~~$2,553,000~~$2,649,000 of depreciation and amortization and ~~$2,542,000~~$3,258,000 of capital additions, respectively, for the ~~second~~third quarter of ~~December 31,~~September 30, 2019.

Cash and cash equivalents increased by approximately ~~$113,953,000,~~$122,376,000, or ~~137.7%~~150.7%, to ~~$196,704,000~~$203,605,000 compared to ~~$82,751,000~~$81,229,000 at ~~March 31, 2020,~~September 30, 2019 primarily due to the completion of a public offering of our Common Stock in June 2020, resulting in net proceeds of approximately $109,700,000.

~~Inventories increased by~~Backlog was approximately ~~$2,278,000, or 4.3%, to $55,630,000~~$140,029,000 at June 30, 2020, compared to $53,352,000 at March 31, 2020. The increase in inventories was primarily due to an increase in raw materials to support our near term outlook for increasing production and to offset potential risksthe end of ~~future supply constraints.~~

~~Three Months Ended June 30, 2020, Compared to Three Months Ended June 30, 2019~~

~~Consolidated net revenues for~~ the ~~second~~third quarter of 2020, ~~were $70,761,000, an increase of $7,406,000, or 11.7%,~~ as compared to ~~$63,355,000 for~~$90,088,000 at the ~~second~~end of the third quarter of 2019, and ~~an increase~~$104,164,000 at the end of ~~$7,360,000, or 11.6%, on a sequential basis from $63,401,000 for~~ the ~~first~~fourth quarter of ~~2020. Net revenues, by product line, for the three months ended June 30, 2020 and 2019 were as follows (dollars in thousands):~~2019.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

Increase (decrease)


2020

2019

$

%

Brick Products
   $ 46,428    $ 48,005    $ (1,577)    (3.3 )%
Advanced Products
   24,333    15,350    8,983    58.5 %







Total
   $ 70,761    $ 63,355    $ 7,406    11.7 %

~~The~~As noted, net revenues for the third quarter of 2020 were $78,112,000, an increase ~~in consolidated net~~of $7,340,000, or 10.4%, as compared to $70,772,000 for the third quarter of 2019. Net revenues, by product line, for the three months ended ~~June~~September 30, 2020 ~~from~~and 2019 were as follows (dollars in thousands):


					Increase
	2020		2019		$		%
Brick Products	$	47,693	$	46,482	$	1,211		2.6	%
Advanced Products		30,419		24,290		6,129		25.2	%

Total	$	78,112	$	70,772	$	7,340		10.4	%

Net revenues of Brick Products for the ~~three months ended June 30, 2019 reflected an increase in total bookings~~third quarter of ~~45.4 % from~~2020 increased 2.6%, as compared to the ~~second~~third quarter of 2019, primarily due to the recovery of Asian customers, notably in China, from the macroeconomic uncertainty of 2019 and ~~a 24.9% sequential increase from~~the impact of the pandemic on shipments and bookings during the first quarter of 2020. ~~Bookings~~Net revenues of Advanced Products for the third quarter of 2020 increased ~~across all product lines in both the three-month and the~~

~~six-months~~

~~periods ended June 30, 2020,~~25.2%, as compared to the ~~comparable periods in 2019. Shipments~~third quarter of ~~Advanced Products increased~~2019, primarily due to increased demand from Asian subcontract manufacturers, ~~building systems~~reflected in the bookings patterns of the first and second quarters of 2020.

Total bookings for ~~our OEM customers.~~the third quarter of 2020 increased 49.5 % from the third quarter of 2019, driven by an increase of Advanced Products bookings of 108.0% for the third quarter of 2020 compared to the third quarter of 2019.

Gross margin for the ~~second~~third quarter of 2020 increased ~~$1,201,000,~~$345,000, or ~~4.1%~~1.0%, to ~~$30,318,000,~~$33,347,000, from ~~$29,117,000~~$33,002,000 for the ~~second~~third quarter of 2019. Gross margin, as a percentage of net revenues, decreased to ~~42.8%~~42.7% for the ~~second~~third quarter of 2020, compared to ~~46.0%~~46.6% for the ~~second~~third quarter of 2019. The increase in gross margin dollars was primarily due to the increase in net revenue. The decrease in gross margin, as a percentage of net revenues, was primarily due to an unfavorable change in product mix shipped (i.e., a higher percentage of lower margin products were produced and shipped during the quarter), a negative influence from production inefficiencies and cost variances, certain supply chain constraints associated with the

COVID-19

pandemic, and higher tariff charges.

Selling, general, and administrative expenses were $15,455,000 for the second quarter of 2020, an increase of $425,000, or 2.8%, from $15,030,000 for the second quarter of 2019. Selling, general, and administrative expenses as a percentage of net revenues decreased to 21.8% for the second quarter of 2020 from 23.7% for the second quarter of 2019, primarily due to the overall increase in net revenues. The components of the $425,000 increase in selling, general and administrative expenses for the second quarter of 2020 from the second quarter of 2019 were as follows (dollars in thousands):

Increase (decrease)

Compensation
   $ 1,080    11.4 % (1)
Depreciation and amortization
   75    10.8 %
Legal fees
   (107 )    (31.0 )%
Advertising expense
   (133 )    (16.0 )%
Travel expense
   (562 )    (77.0 )% (2)
Other, net
   72    2.5 %



   $ 425    2.8 %

~~(1)~~

~~Increase primarily attributable to increased stock-based compensation expense.~~

~~(2)~~

~~Decrease primarily attributable to decreased travel by our sales and marketing personnel, notably due to travel restrictions due to the~~

~~COVID-19~~

~~pandemic.~~

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2020

Selling, general, and administrative expenses were $15,212,000 for the third quarter of 2020, a decrease of $231,000, or 1.5%, from $15,443,000 for the third quarter of 2019. Selling, general, and administrative expenses as a percentage of net revenues decreased to 19.5% for the third quarter of 2020 from 21.8% for the third quarter of 2019, primarily due to the overall increase in net revenues. The components of the $231,000 decrease in selling, general and administrative expenses for the third quarter of 2020 from the third quarter of 2019 were as follows (dollars in thousands):


	Increase (decrease)
Travel expense	$	(690	)	(79.4	)%(1)
Commissions		(191	)	(21.6	)%(2)
Outside services		(173	)	(25.4	)%(3)
Compensation		812		8.6	%(4)
Other, net		11		0.4	%

	$	(231	)	(1.5	)%

(1)	Decrease primarily attributable to reduced travel by our sales and marketing personnel, due to travel restrictions caused by the COVID-19 pandemic.

(2)	Decrease primarily attributable to the decline in net revenues subject to commissions.

(3)	Decrease primarily attributable to a decrease in the use of outside service providers at our Andover, MA facility.

(4)	Increase primarily attributable to higher stock-based compensation expense associated with June 2020 stock option awards.

-27-

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

The ~~(benefit)~~ provision for income taxes and the effective income tax rates for the three months ended ~~June~~September 30, 2020 and 2019 were as follows (dollars in thousands):

2020

2019

(Benefit) provision for income taxes
   $ (406) $ 113
Effective income tax rate
   (17.9 )% 4.2 %


	2020			2019
Provision for income taxes	$	651		$	266
Effective income tax rate		10.1	%		4.3	%

The effective tax rates were lower than the statutory tax rates for the three months ended ~~June~~September 30, 2020 and 2019 due primarily to the utilization of tax credits in 2020 and the combination of utilizing net operating loss carryforwards and tax credits in 2019. The ~~net tax benefit for the three months ended June 30, 2020 was primarily due to the impact of excess benefits (and shortfalls) for stock options exercised during the period. The (benefit) provision~~provisions for income taxes in the three months ended ~~June~~September 30, 2020 and 2019 also included estimated foreign income taxes and estimated state taxes in jurisdictions in which the Company does not have net operating loss carryforwards.

See Note 9 to the Condensed Consolidated Financial Statements for disclosure regarding our current assessment of the valuation allowance against all domestic deferred tax assets, and the possible release (i.e., reduction) of the allowance in the future.

~~Six~~Nine Months Ended ~~June~~September 30, 2020, Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2019

~~Consolidated net~~Net revenues for the ~~six~~nine

months ended ~~June~~September 30, 2020 were ~~$134,162,000,~~$212,274,000, an increase of ~~$5,082,000,~~$12,422,000, or ~~3.9%~~6.2%, from ~~$129,080,000~~$199,852,000 for the ~~six~~nine months ended ~~June~~September 30, 2019. Net revenues, by product line, for the ~~six~~nine months ended ~~June~~September 30, 2020 and the ~~six~~nine months ended ~~June~~September 30, 2019 were as follows (dollars in thousands):

Increase (decrease)


2020

2019

$

%

Brick Products
   $ 91,945    $ 94,630    $ (2,685)    (2.8 )%
Advanced Products
   42,217    34,450    7,767    22.5 %







Total
   $ 134,162    $ 129,080    $ 5,082    3.9 %


					Increase (decrease)
	2020		2019		$			%
Brick Products	$	139,638	$	141,112	$	(1,474	)		(1.0	)%
Advanced Products		72,636		58,740		13,896			23.7	%

Total	$	212,274	$	199,852	$	12,422			6.2	%

The ~~overall~~ increase in ~~consolidated~~ net revenues for the ~~six~~nine months ended ~~June~~September 30, 2020 from the ~~six~~nine months ended ~~June~~September 30, 2019 was primarily due to an overall ~~24.3%~~32.4% increase in bookings for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to the ~~six~~nine months ended ~~June~~September 30, 2019, principally due to an increase of ~~114.5%~~111.9% in ~~bookings~~new orders for Advanced Products.

Gross margin for the ~~six~~nine months ended ~~June~~September 30, 2020 decreased ~~$2,554,000,~~$2,209,000, or ~~4.2%~~2.4%, to ~~$57,649,000~~$90,996,000 from ~~$60,203,000~~$93,205,000 for the ~~six~~nine months ended ~~June~~September 30, 2019. Gross margin, as a percentage of net revenues, decreased to ~~43.0%~~42.9% for the ~~six~~nine month period ended ~~June~~September 30, 2020, as compared to 46.6% for the ~~six~~nine month period ended ~~June~~September 30, 2019. Despite higher net revenues for the

~~six-month~~

nine-month period ended ~~June~~September 30, 2020, gross margin dollars and gross margin as a percentage of net revenues both decreased as compared to the

~~six-month~~

nine-month period ended ~~June~~September 30, 2019, primarily due to an unfavorable change in product mix ~~shipped~~ (i.e., a higher percentage of lower margin products were produced and shipped during the

~~six-month~~

nine-month period ended ~~June~~September 30, 2020), a negative influence from production inefficiencies and cost variances, certain supply chain constraints associated with the

COVID-19

pandemic, and higher tariff charges.

~~-28-~~-29-

Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

Selling, general and administrative expenses were ~~$31,824,000~~$47,036,000 for the ~~six~~nine months ended ~~June~~September 30, 2020, an increase of ~~$1,421,000,~~$1,190,000, or ~~4.7%~~2.6%, compared to ~~$30,403,000~~$45,846,000 for the ~~six~~nine months ended ~~June~~September 30, 2019. Selling, general and administrative expenses as a percentage of net revenues ~~increased~~decreased to ~~23.7%~~22.2% for the ~~six month period~~nine months ended ~~June~~September 30, 2020 from ~~23.6%~~22.9% for the ~~six month period~~nine months ended ~~June~~September 30, ~~2019.~~2019, primarily due to the increase in net revenues. The components of the ~~$1,421,000~~$1,190,000 increase in selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the ~~six~~nine months ended ~~June~~September 30, 2019 were as follows (dollars in thousands):

Increase (decrease)

Compensation
   $ 1,537 8.0 % (1)
Legal fees
   456 65.7 % (2)
Depreciation and amortization
   192 14.4 %
Bad debt expense
   140 119.7 %
Audit, tax, and accounting fees
   88 9.3 %
Facilities allocations
   (159 ) (18.2 )%
Business taxes and bank fees
   (171 ) (33.7 )%
Travel expense
   (707 ) (50.8 )% (3)
Other, net
   45 0.8 %


   $ 1,421 4.7 %


	Increase (decrease)
Compensation	$	2,349		8.2	%(1)
Legal fees		468		46.7	%(2)
Depreciation and amortization		241		11.7	%(3)
Bad debt expense		161		116.7	%
Outside services		(146	)	(8.9	)%
Facilities allocations		(186	)	(14.5	)%
Advertising expense		(252	)	(11.2	)%(4)
Travel expense		(1,397	)	(61.8	)%(5)
Other, net		(48	)	(0.7	)%

	$	1,190		2.6	%

(1)	Increase primarily attributable to ~~increased~~merit-based compensation increases for non-exempt hourly employees, increase in headcount and higher stock-based compensation ~~expense.~~ expense associated with stock options awarded in June 2020.

(2)	Increase primarily attributable to ~~an increase in~~higher use of outside legal services associated with the December 2019 ransomware incident, which carried into the first quarter of 2020, and other corporate legal matters.

(3)	Increase attributable to net additions of furniture and fixtures and capitalization of building improvements.

(4)	Decrease primarily attributed to lower sales support expenses, direct mailings, and advertising in trade publications.

(5)	Decrease primarily attributable to ~~decreased~~reduced travel by our sales and marketing personnel, ~~notably~~ due to travel restrictions ~~due to~~caused by the COVID-19 pandemic.

~~-29-~~-30-

Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

Research and development expenses were ~~$26,165,000~~$38,197,000 for the ~~six~~nine months ended ~~June~~September 30, 2020, an increase of ~~$3,239,000,~~$3,764,000, or ~~14.1%~~10.9%, from ~~$22,926,000~~$34,433,000 for the ~~six~~nine months ended ~~June~~September 30, 2019, primarily due to increased compensation expenses and expenses associated with project and

pre-production

materials. As a percentage of net revenues, research and development expenses increased to ~~19.5%~~18.0% for the ~~six~~nine month period ended ~~June~~September 30, 2020 from ~~17.8%~~17.2% for the ~~six~~nine month period ended ~~June~~September 30, 2019. The components of the ~~$3,239,000~~$3,764,000 increase in research and development expenses for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the ~~six~~nine months ended ~~June~~September 30, 2019 were as follows (dollars in thousands):

Increase (decrease)

Compensation
   $ 1,358    8.2 % (1)
Project and
pre-production
materials
   1,266    39.3 % (2)
Deferred costs
   660    68.7 % (3)
Depreciation and amortization
   88    9.9 %
Facilities allocations
   (152 )    (11.6 )%
Other, net
   19    1.0 %



   $ 3,239    14.1 %


	Increase (decrease)
Compensation	$	2,088	8.4	%(1)
Project and pre-production materials		1,122	23.7	%(2)
Deferred costs		516	44.4	%(3)
Other, net		38	0.6	%

	$	3,764	10.9	%

(1)	Increase primarily attributable to ~~increased~~merit-based compensation increases for non-exempt hourly employees, increase in headcount, and higher stock-based compensation ~~expense.~~ expense associated with stock options awarded in June 2020.

(2)	Increase primarily attributable to ~~increased~~higher spending for new product development of Advanced Products.

(3)	Increase primarily attributable to a decrease in ~~deferred~~the capitalization of costs ~~capitalized~~ for certain non-recurring engineering projects for which the related revenues have been deferred.

The significant components of ‘‘Other income (expense), net’’ for the ~~six~~nine months ended ~~June~~September 30, 2020 and the ~~six~~nine months ended ~~June~~September 30, 2019 and the changes from period to period were as follows (in thousands):

2020

2019

Increase
(decrease)

Rental income
   $ 396    $ 396    $ —
Interest income
   70    162    (92 )
Gain on disposals of equipment
   6    22    (16 )
Foreign currency losses, net
   (117 )    (60 )    (57 )
Other, net
   26    7    19






   $ 381    $ 527    $ (146 )


	2020		2019			Increase (decrease)
Rental income	$	594	$	594		$	—
Interest income		77		236			(159	)
Foreign currency gains (losses), net		23		(202	)		225
Gain on disposals of equipment		9		23			(14	)
Other, net		12		22			(10	)

	$	715	$	673		$	42

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of ~~Vicor Japan Company, Ltd. (“VJCL”),~~VJCL, for which the functional currency is the Japanese Yen, and all other subsidiaries in Europe and Asia, for which the functional currency is the U.S. Dollar. These other subsidiaries in Europe and Asia have experienced more ~~unfavorable~~favorable foreign currency exchange rate fluctuations in 2020 compared to 2019. Interest income decreased due to a decrease in interest rates.

Income before income taxes was ~~$41,000~~$6,478,000 for the ~~six~~nine months ended ~~June~~September 30, 2020, as compared to ~~$7,401,000~~$13,599,000 for the ~~six~~nine months ended ~~June~~September 30, 2019.

~~-30-~~-31-

Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

The (benefit) provision for income taxes and the effective income tax rates for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 were as follows (dollars in thousands):

2020

2019

(Benefit) provision for income taxes
   $ (900) $ 539
Effective income tax rate
   (2195.1 )% 7.3 %


	2020			2019
(Benefit) provision for income taxes	$	(249	)	$	805
Effective income tax rate		(3.8	)%		5.9	%

The effective tax rates were lower than the statutory tax rates for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 due primarily to the utilization of tax credits in 2020 and the combination of utilizing net operating loss carryforwards and tax credits in 2019. The net tax benefit for the ~~six~~nine months ended ~~June~~September 30, 2020 ~~was primarily due to~~reflects the relatively high volume of stock options exercised during the period and the associated impact of excess benefits (and shortfalls) for those stock options exercised, ~~during~~and the ~~period.~~utilization of available tax credits, noted above. The (benefit) provision for income taxes in the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 also included estimated foreign income taxes and estimated state taxes in jurisdictions in which the Company does not have net operating loss carryforwards.

We reported net income for the ~~six~~nine months ended ~~June~~September 30, 2020 of ~~$932,000,~~$6,717,000, or ~~$0.02~~$0.15 per diluted share, as compared to ~~$6,849,000,~~$12,786,000, or ~~$0.17~~$0.31 per diluted share, for the ~~six~~nine months ended ~~June~~September 30, 2019.

Liquidity and Capital Resources

As of ~~June~~September 30, 2020, we had ~~$196,704,000~~$203,605,000 in cash and cash equivalents. The ratio of total current assets to total current liabilities was ~~7.4:~~8.2:1 as of ~~June~~September 30, 2020 and 6.0:1 as of December 31, 2019. Working capital, defined as total current assets less total current liabilities, increased ~~$117,623,000~~$122,648,000 to ~~$266,759,000~~$271,784,000 as of ~~June~~September 30, 2020 from $149,136,000 as of December 31, 2019.

The changes in working capital from December 31, 2019 to ~~June~~September 30, 2020 were as follows (in thousands):


	Increase (decrease)
~~Cash and cash equivalents~~	$	~~112,036~~
~~Accounts receivable~~		~~10,387~~
~~Inventories, net~~		~~6,443~~
~~Other current assets~~		~~746~~
~~Accounts payable~~		~~(6,642~~	)
~~Accrued compensation and benefits~~		~~(3,277~~	)
~~Accrued expenses~~		1
~~Short-term lease liabilities~~		~~364~~
~~Sales allowances~~		~~(126~~	)
~~Income taxes payable~~		1
~~Short-term deferred revenue~~		~~(2,310~~	)

	~~$ 117,623~~


	Increase (decrease)
Cash and cash equivalents	$	118,937
Accounts receivable		3,021
Inventories, net		8,982
Other current assets		(224	)
Accounts payable		(2,906	)
Accrued compensation and benefits		(2,838	)
Accrued expenses		273
Short-term lease liabilities		(43	)
Sales allowances		5
Income taxes payable		(5	)
Short-term deferred revenue		(2,554	)

	$	122,648

~~-31-~~

-32-

Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

~~June~~September 30, 2020

The primary sources of cash for the ~~six~~nine months ended ~~June~~September 30, 2020 were: (i) approximately $109.7 million of cash received in the form of net proceeds from the completion of the public offering of our Common Stock in June 2020, , (ii) ~~$7,385,000~~$15.2 million of cash generated through operating activities, and (iii) $10.8 million of cash received in connection with the exercise of options to purchase our Common Stock awarded under our stock option plans and the issuance of Common Stock under our 2017 Employee Stock Purchase ~~Plan , and (iii) $3,669,000 of cash generated through operating activities .~~Plan. The primary use of cash ~~for~~during the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$8,724,000~~$16.8 million for the purchase of property and equipment.

In November 2000, our Board of Directors authorized the repurchase of up to $30,000,000 of our Common Stock (the “November 2000 Plan”). The November 2000 Plan authorizes us to make such repurchases from time to time in the open market or through privately negotiated transactions. The timing and amounts of Common Stock repurchases are at the discretion of management based on its view of economic and financial market conditions. We did not repurchase shares of Common Stock under the November 2000 Plan during the ~~six~~nine months ended ~~June~~September 30, 2020. As of ~~June~~September 30, 2020, we had approximately $8,541,000 remaining available for repurchases of our Common Stock under the November 2000 Plan.

As of ~~June~~September 30, 2020, we had approximately ~~$5,852,000~~$12,595,000 of capital expenditure commitments, principally for manufacturing equipment, which we intend to fund with existing cash. In addition to these commitments, the Company had, in aggregate, approximately $63,800,000 of budgeted capital expenditures associated with the construction of a 90,000 sq. ft. addition to the Company’s existing manufacturing facility and the installation of new production equipment. Our primary needs for liquidity are for making continuing investments in manufacturing equipment and for funding the construction of ~~approximately 90,000 square feet of~~the additional manufacturing space adjoining our existing Andover manufacturing facility, noted above, including architectural and construction costs. We believe cash generated from operations together with our available cash and cash equivalents will be sufficient to fund planned operational needs, capital equipment purchases, and the planned construction, for the foreseeable future.

-33-

~~-32-~~

Table of Contents

Vicor Corporation

~~June~~September 30, 2020

Item 3 — Quantitative and Qualitative Disclosures About Market Risk

We are exposed to a variety of market risks, including changes in interest rates affecting the return on our cash and cash equivalents and fluctuations in foreign currency exchange rates. As our cash and cash equivalents consist principally of cash accounts and money market securities, which are short-term in nature, we believe our exposure to market risk on interest rate fluctuations for these investments is not significant. As of ~~June~~September 30, 2020, our long-term investment portfolio, recorded on our Condensed Consolidated Balance Sheet as “Long-term investments, net”, consisted of a single auction rate security with a par value of $3,000,000, purchased through and held in custody by a broker-dealer affiliate of Bank of America, N.A., that has experienced failed auctions (the “Failed Auction Security”) since February 2008. While the Failed Auction Security is Aaa/AA+ rated by major credit rating agencies, collateralized by student loans and guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program, continued failure to sell at its periodic auction dates (i.e., reset dates) could negatively impact the carrying value of the investment, in turn leading to impairment charges in future periods. Periodic changes in the fair value of the Failed Auction Security attributable to credit loss (i.e., risk of the issuer’s default) are recorded through earnings as a component of “Other income (expense), net”, with the remainder of any periodic change in fair value not related to credit loss (i.e., temporary

“mark-to-market”

carrying value adjustments) recorded in “Accumulated other comprehensive (loss) income”, a component of Stockholders’ Equity. Should we conclude a decline in the fair value of the Failed Auction Security is other than temporary, such losses would be recorded through earnings as a component of “Other income (expense), net”. We do not believe there was an “other-than-temporary” decline in value in this security as of ~~June~~September 30, 2020.

Our exposure to market risk for fluctuations in foreign currency exchange rates relates to the operations of VJCL, for which the functional currency is the Japanese Yen, and changes in the relative value of the Yen to the U.S. Dollar. The functional currency of all other subsidiaries in Europe and other subsidiaries in Asia is the U.S. Dollar. While we believe the risk toof fluctuations in foreign currency exchange rates for these subsidiaries is generally not significant, they can be subject to substantial currency changes, and therefore foreign exchange exposures.

Item 4 — Controls and Procedures

~~(a)~~

(a) Disclosure regarding controls and procedures.

As required by

Rule 13a-15

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), management, with the participation of our Chief Executive Officer (“CEO”) (who is our principal executive officer) and Chief Financial Officer (“CFO”) (who is our principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the last fiscal quarter (i.e., ~~June~~September 30, 2020). The term “disclosure controls and procedures,” as defined in

Rules 13a-15(e)

and

15d-15(e)

under the Exchange Act, means controls and other procedures of a company that are designed to ensure information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure information required to be disclosed by a company in the reports it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~June~~September 30, 2020, our CEO and CFO concluded, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Accordingly, management, including the CEO and CFO, recognizes our disclosure controls or our internal control over financial reporting may not prevent or detect all errors and all fraud. The design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the

~~-33-~~-34-

Vicor Corporation

Part II – Other ~~Inforamtion~~Information

~~June~~September 30, 2020

Item 1 — Legal Proceedings

See Note 11.

Commitments and Contingencies

in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 – “Financial Statements.”

Item 1A — Risk Factors

There have been no material changes in the risk factors described in Part I, Item 1A – “Risk Factors” of the Company’s Annual Report on Form

10-K

for the year ended December 31, 2019, except for the following additional risk factors, which supplement and, in some cases, update those risk factors discussed in our Form

10-K:

Our financial and operational performance has been and may continue to be negatively influenced by the consequences of the

COVID-19

pandemic.

The

COVID-19

pandemic and the response of governments worldwide to contain its spread negatively influenced our financial and operational performance for the ~~first and second~~three completed quarters of 2020, and future developments may have a potentially more substantial negative influence on our financial and operational performance over an unknown period of time. WeDuring the first quarter of 2020, we experienced certain supply chain constraints associated

with COVID-19, ~~during~~

~~the first quarter of 2020,~~ and such constraints contributed to lower revenue, reduced shipments, production inefficiencies, reduced productivity, and higher costs. ~~In addition,~~During the second quarter of 2020, we experienced similar pandemic-related circumstances, ~~during the second quarter of 2020,~~ as the impact of the pandemic shifted ~~from the first quarter of 2020 to the second quarter of 2020,~~ from affecting primarily Asian, and principally Chinese, customers, distribution partners, and suppliers during the first quarter of 2020, to affecting primarily domestic customers, distribution partners, and ~~suppliers.~~suppliers during the second quarter of 2020. In March 2020, certain U.S. customers ~~including stocking distributors,~~ began curtailing new order placement, reflecting their own lowered sales or production ~~forecasts. This contributed~~forecasts, and this lower level of domestic orders continued through the second quarter, contributing to lower revenue from these domestic customers during the second ~~quarter~~and third quarters of 2020. ~~Additionally, approximately $8.0 million of shipments scheduled for delivery~~New orders from domestic customers, notably our stocking distributors, rose during the ~~second~~third quarter of 2020, ~~were rescheduled for delivery during~~and new orders remained strong from Asian, notably Chinese, customers, reflecting the ~~third and fourth quarters~~relative strength of 2020, by us or our customers, in response to consequences of the pandemic. During the second quarter of 2020, certain suppliers continued to experience pandemic-related constraints on their ability to supply us goods and services in a timely manner. As a consequence, we experienced production inefficiencies, lower productivity, and higher costs, which contributed to lower profitability. Giveneconomic activity across that region. However, given the continued uncertainty surrounding the

COVID-19

pandemic, there can be no assurance that future circumstances associated with the pandemic will not have a materially negative influence on our future financial and operational performance.

We have taken action to protect the health and safety of our workforce, the costs of which, to date, have not had a material effect on our financial performance. We expect to maintain the measures put in place until we determine the

COVID-19

pandemic is adequately contained for purposes of our business, and we may take further actions we consider to be in the best interests of our employees, customers, business partners, and suppliers or in response to government mandate or requirement. Such further actions may have a negative influence on our costs and productivity and, in turn, our financial and operational performance.

Our customers, business partners, and suppliers have been and may continue to be adversely affected by the

COVID-19

pandemic, which also may contribute to a negative influence on our future financial and operational performance.

The expansion of the production area of our Andover manufacturing facility may result in disruptions, delays, or cost increases.

We have been making and will continue to make capital investments for the expansion of manufacturing capacity for the production of Advanced Products at our Andover facility. Based on our extended long-term volume forecast, we anticipate additional capacity will be required to meet expected requirements. We believe the most appropriate manner of meeting our long-term capacity requirements will be to initially expand the production area of our Andover facility by approximately 90,000 square feet, through the addition of a

two-story

wing. In December 2019, we acquired, for approximately $1.5 million, approximately three acres adjacent to our facility to accommodate our Andover facility expansion. During the second quarter of 2020, we began construction of the approximately 90,000 square feet addition to our existing plant, ~~in the first half of 2020~~ and ~~take occupancy later in the year. Full operational capacity is scheduled for late in the first half of 2021.~~ that construction continues on schedule.

Construction activity can be difficult to schedule, and construction sites can present management and operational challenges. As such, given the proximity of the addition to our existing operations, this construction activity has the potential to disrupt our current operations, which could cause production to be delayed and costs to increase.

~~-35-~~-36-

Table of Contents

Vicor Corporation

Part II – Other ~~Inforamtion~~Information

~~June~~September 30, 2020

We continue to invest in our production machinery and equipment in order to enhance the efficiency and capacity of our current manufacturing capabilities. However, sustained, uniform, high-volume production levels may not be achievable due to difficulties in planning, implementing, or executing such improvements. In such event, our product-level profitability may not reach the levels necessary to adequately cover manufacturing costs and operating expenses. Similarly, our estimates for revenue capacity generated through capital expenditures on our existing machinery and facility (or the possible construction of any new facilities) may not meet management expectations.

In addition, once the facility expansion is completed, we may not experience the anticipated operating efficiencies as we commence manufacturing operations within the newly-expanded facility. Any delay in achieving anticipated operating efficiencies associated with added capacity may cause manufacturing costs to be higher than expected for some period of time, thereby potentially negatively influencing our operating and financial results.

We may experience challenges in implementing the manufacturing processes we expect to be transitioning from an external third-party partner to a dedicated, internal capability. This transition will require near-term development of new operational competencies, and if such development is delayed, we may experience reduced manufacturing yields, delays in product deliveries, and/or increased expenses as we develop these competencies.

~~Our~~The scheduled facility expansion described above includes installation of certain equipment and implementation of certain manufacturing steps associated with manufacturing processes we currently outsource to a third-party partner. These manufacturing processes are associated with a proprietary packaging approach requiring complex metal surface finishing using advanced, environmentally safe technologies. Given our volume expectations and the proprietary elements of these processes, we have chosen to accelerate the development of a captive capacity that we expect will exceed the capacity currently available from our third-party partner. Today, we own and operate, with our employees, ~~operate~~certain equipment on premises at our third-party partner and, as such, have established a level of operational competencies we believe will enable us to successfully install and implement these manufacturing processes internally. ~~Additionally, we~~

We previously entered into a supply agreement with the third-party partner providing for technology and process transfer, including the purchase of uniquely enabling equipment developed by the third-party partner. We expect to rely on our third-party partner for production requirements through the ~~expected equipment~~ installation and qualification inof the ~~first half of 2021.~~equipment. We also expect to rely on our third-party partner in the future for surge capacity requirements. If we are unable to complete our expansion in a timely manner, or if we are unable to implement the new manufacturing processes, we may not be able to achieve the capacity anticipated and, as a result, may experience reduced manufacturing yields, delays in product deliveries, and/or increased expenses, which would negatively influence our financial condition and results of operations. In addition, any interruptions to or issues with our relationships with third-party partners may negatively influence our manufacturing yields and revenue capacities.

~~-36-~~

~~Table of Contents~~

Item 6 — Exhibits


Exhibit Number		Description

3.1		Restated Certificate of Incorporation, dated February 28, 1990 (1)

3.2		Certificate of Ownership and Merger Merging Westcor Corporation, a Delaware Corporation, into Vicor Corporation, a Delaware corporation, dated December 3, 1990 (1)

3.3		Certificate of Amendment of Restated Certificate of Incorporation, dated May 10, 1991 (1)

3.4		Certificate of Amendment of Restated Certificate of Incorporation, dated June 23, 1992 (1)

3.5		Bylaws, as amended ~~(1)~~(2)

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.

-37-

Table of Contents

Vicor Corporation

Part II – Other Information

September 30, 2020


32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)	Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 29, 2001 (File No. 000-18277) and incorporated herein by reference.

(2)	Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 4, 2020 (File No. 000-18277) and incorporated herein by reference.

~~-37-~~-38-

Table of Contents

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: ~~July 31,~~October 30, 2020	By:	/s/ Patrizio Vinciarelli
		Patrizio Vinciarelli
		Chairman of the Board, President and
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~July 31,~~October 30, 2020	By:	/s/ James A. Simms
		James A. Simms
		Vice President, Chief Financial Officer
		(Principal Financial Officer)

~~-38-~~-39-


	Using
			Significant
	Quoted Prices		Other		Significant
	in Active		Observable		Unobservable			Total Fair
	Markets		Inputs		Inputs			Value as of
	(Level 1)		(Level 2)		(Level 3)			June 30, 2020
Cash equivalents:
Money market funds	$	9,674	$	—	$	—		$	9,674
Long-term investments:
Failed Auction Security		—		—		2,555			2,555
Liabilities:
Contingent consideration obligations		—		—		(307	)		(307	)


	Using
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value as of September 30, 2020
Cash equivalents:
Money market funds	$	9,677	$	—	$	—		$	9,677
Long-term investments:
Failed Auction Security		—		—		2,591			2,591
Liabilities:
Contingent consideration obligations		—		—		(265	)		(265	)


	Using
			Significant
	Quoted Prices		Other		Significant
	in Active		Observable		Unobservable			Total Fair
	Markets		Inputs		Inputs			Value as of			Using
	(Level 1)		(Level 2)		(Level 3)			December 31, 2019			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Total Fair Value as of December 31, 2019
Cash equivalents:
Money market funds	$	9,630	$	—	$	—		$	9,630		$	9,630	$	—	$	—		$	9,630
Long-term investments:
Failed Auction Security		—		—		2,510			2,510			—		—		2,510			2,510
Liabilities:
Contingent consideration obligations		—		—		(451	)		(451	)		—		—		(451	)		(451	)

	Fai r Value		Valuation Technique	Unobservable Input	Weighted Average
Failed Auction Security	$	2,555	Discounted cash flow	Cumulative probability of earning the maximum rate until maturity		0.11	%
				Cumulative probability of principal return prior to maturity		94.31	%
				Cumulative probability of default		5.58	%
				Liquidity risk premium		5.00	%
				Recovery rate in default		40.00	%


	Fair Value		Valuation Technique		Unobservable Input	Weighted Average
Failed Auction Security	$	2,591		Discounted cash flow	Cumulative probability of earning the maximum rate until maturity		0.11	%
					Cumulative probability of principal return prior to maturity		94.75	%
					Cumulative probability of default		5.14	%
					Liquidity risk premium		5.00	%
					Recovery rate in default		40.00	%


	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Net revenues	$	70,761		$	63,355		$	134,162		$	129,080
Cost of revenues		40,443			34,238			76,513			68,877

Gross margin		30,318			29,117			57,649			60,203
Operating expenses:
Selling, general and administrative		15,455			15,030			31,824			30,403
Research and development		12,830			11,706			26,165			22,926

Total operating expenses		28,285			26,736			57,989			53,329

Income (loss) from operations		2,033			2,381			(340	)		6,874
Other income (expense), net:
Total unrealized (losses) gains on available-for-sale securities, net		(2	)		19			45			39
Less: portion of losses (gains) recognized in other comprehensive income		3			(18	)		(43	)		(37	)

Net credit gains recognized in earnings		1			1			2			2
Other income (expense), net		232			287			379			525

Total other income (expense), net		233			288			381			527

Income before income taxes		2,266			2,669			41			7,401
Less: (Benefit) provision for income taxes		(406	)		113			(900	)		539

Consolidated net income		2,672			2,556			941			6,862
Less: Net income (loss) attributable to noncontrolling interest		5			(7	)		9			13

Net income attributable to Vicor Corporation	$	2,667		$	2,563		$	932		$	6,849

Net income per common share attributable to Vicor Corporation:
Basic	$	0.06		$	0.06		$	0.02		$	0.17
Diluted	$	0.06		$	0.06		$	0.02		$	0.17
Shares used to compute net income per common share attributable to Vicor Corporation:
Basic		41,643			40,275			41,140			40,252
Diluted		43,385			41,081			42,980			41,055


	Three Months Ended June 30					Six Months Ended June 30,
	2020			2019		2020		2019
Consolidated net income	$	2,672		$	2,556	$	941	$	6,862
Foreign currency translation (losses) gains , net of tax (1)		(15	)		151		26		85
Unrealized (losses) gains on available-for-sale securities, net of tax (1)		(3	)		18		43		37

Other comprehensive (loss) income		(18	)		169		69		122

Consolidated comprehensive income		2,654			2,725		1,010		6,984
Less: Comprehensive income attributable to noncontrolling interest		3			4		11		19

Comprehensive income attributable to Vicor Corporation	$	2,651		$	2,721	$	999	$	6,965


	Six Months Ended June 30,
	2020			2019
Operating activities:
Consolidated net income	$	941		$	6,862
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization		5,439			4,998
Stock-based compensation expense, net		2,646			1,539
Provision (benefit) for doubtful accounts		23			(117	)
Increase (decrease) in long-term income taxes payable		4			(2	)
Decrease in long-term deferred revenue		(160	)		(36	)
Gain on disposal of equipment		(6	)		(22	)
Deferred income taxes		17			24
Credit gain on available-for-sale securities		(2	)		(2	)
Change in current assets and liabilities, net		(5,233	)		(8,005	)

Net cash provided by operating activities		3,669			5,239

Investing activities:
Additions to property, plant and equipment		(8,724	)		(5,864	)
Proceeds from sale of equipment		6			22
Increase (decrease) in other assets		95			(137	)

Net cash used for investing activities		(8,623	)		(5,979	)

Financing activities:
Proceeds from employee stock plans		7,385			1,707
Proceeds from public offering of Common Stock		109,732			—
Payment of contingent consideration obligations		(144	)		(102	)

Net cash provided by financing activities		116,973			1,605

Effect of foreign exchange rates on cash		17			60

Net increase in cash and cash equivalents		112,036			925
Cash and cash equivalents at beginning of period		84,668			70,557

Cash and cash equivalents at end of period	$	196,704		$	71,482


Three months ended June 30, 2020	Class B Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance on March 31, 2020	$	118	$	407	$	204,020		$	141,363	$	(300	)	$	(138,927	)	$	206,681		$	316		$	206,997
Issuance of Common Stock under employee stock plans				6		5,318											5,324						5,324
Issuanc e of Common Stock in public offering (see Note 5)				18		109,714											109,732						109,732
Stock-based compensation expense						1,936											1,936						1,936
Components of comprehensive income, net of tax:
Net income									2,667								2,667			5			2,672
Other comprehensive income											(16	)					(16	)		(2	)		(18	)

Total comprehensive income																	2,651			3			2,654

Balance on June 30, 2020	$	118	$	431	$	320,988		$	144,030	$	(316	)	$	(138,927	)	$	326,324		$	319		$	326,643


Six months ended June 30, 2020	Class B Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance on December 31, 2019	$	118	$	405	$	201,251		$	143,098	$	(383	)	$	(138,927	)	$	205,562		$	308		$	205,870
Issuance of Common Stock under employee stock plans				8		7,377											7,385						7,385
Issuance of Common Stock in p ublic offering (see Note 5)				18		109,714											109,732						109,732
Stock-based compensation expense						2,646											2,646						2,646
Components of comprehensive income, net of tax:
Net income									932								932			9			941
Other comprehensive income											67						67			2			69

Total comprehensive income																	999			11			1,010

Balance on June 30, 2020	$	118	$	431	$	320,988		$	144,030	$	(316	)	$	(138,927	)	$	326,324		$	319		$	326,643


Three months ended June 30, 2019	Class B Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity			Noncontrolling Interest			Total Equity
Balance on March 31, 2019	$	118	$	403	$	195,799		$	133,286	$	(436	)	$	(138,927	)	$	190,243		$	449		$	190,692
Issuance of Common Stock under employee stock plans						137											137						137
Stock-based compensation expense						766											766						766
Other						(4	)										(4	)					(4	)
Components of comprehensive income, net of tax:
Net income									2,563								2,563			(7	)		2,556
Other comprehensive loss											158						158			11			169

Total comprehensive income																	2,721			4			2,725

Balance on June 30, 2019	$	118	$	403	$	196,698		$	135,849	$	(278	)	$	(138,927	)	$	193,863		$	453		$	194,316


Six months ended June 30, 2019	Class B Common Stock		Common Stock		Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Total Vicor Corporation Stockholders’ Equity			Noncontrolling Interest		Total Equity
Balance on December 31, 2018	$	118	$	402	$	193,457		$	129,000	$	(394	)	$	(138,927	)	$	183,656		$	434	$	184,090
Issuance of Common Stock under employee stock plans				1		1,706											1,707					1,707
Stock-based compensation expense						1,539											1,539					1,539
Other
Other						(4	)										(4	)				(4	)
Components of comprehensive income, net of tax:
Net income									6,849								6,849			13		6,862
Other comprehensive income											116						116			6		122

Total comprehensive income																	6,965			19		6,984

Balance on June 30, 2019	$	118	$	403	$	196,698		$	135,849	$	(278	)	$	(138,927	)	$	193,863		$	453	$	194,316


			Gross Unrealized		Gross Unrealized		Estimated Fair
June 30, 2020	Cost		Gains		Losses		Value
Failed Auction Security	$	3,000	$	—	$	445	$	2,555


			Estimated
	Cost		Fair Value
Due in twenty to forty years	$	3,000	$	2,555


	Cost		Estimated Fair Value
Due in twenty to forty years	$	3,000	$	2,591


	2020			2019
Balance at the beginning of the period	$	37		$	41
Reductions in the amount related to credit gain for which other-than-temporary impairment was not previously recognized		(2	)		(2	)

Balance at the end of the period	$	35		$	39


Balance at the beginning of the period	$	451
Payments		(144	)

Balance at the end of the period	$	307


	Three Months Ended June 30, 2020						Three Months Ended September 30, 2020
	Brick Products		Advanced Products		Total		Brick Products		Advanced Products		Total
United States	$	15,005	$	5,217	$	20,222	$	16,905	$	4,391	$	21,296
Europe		9,427		2,289		11,716		4,456		2,050		6,506
Asia Pacific		21,383		16,774		38,157		25,878		23,926		49,804
All other		613		53		666		454		52		506

	$	46,428	$	24,333	$	70,761	$	47,693	$	30,419	$	78,112


	Six Months Ended June 30, 2020
	Brick Products		Advanced Products		Total
United States	$	40,975	$	12,814	$	53,789
Europe		13,995		3,168		17,163
Asia Pacific		35,039		26,150		61,189
All other		1,936		85		2,021

	$	91,945	$	42,217	$	134,162


	Three Months Ended June 30, 2019
	Brick Products		Advanced Products		Total
United States	$	25,732	$	5,323	$	31,055
Europe		6,374		1,642		8,016
Asia Pacific		15,287		7,843		23,130
All other		612		542		1,154

	$	48,005	$	15,350	$	63,355


	Six Months Ended June 30, 2019
	Brick Products		Advanced Products		Total
United States	$	48,024	$	12,272	$	60,296
Europe		12,383		2,628		15,011
Asia Pacific		32,398		18,743		51,141
All other		1,825		807		2,632

	$	94,630	$	34,450	$	129,080


	June 30, 2020			December 31, 2019			Change
Accounts receivable	$	48,502		$	38,115		$	10,387
Short-term deferred revenue and customer prepayments		(7,817	)		(5,507	)		(2,310	)
Long-term deferred revenue		(894	)		(1,054	)		160
Deferred expenses		1,552			1,897			(345	)
Sales allowances		(867	)		(741	)		(126	)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2019		2020		2019
Cost of revenues	$	277	$	73	$	396	$	142
Selling, general and administrative		1,030		506		1,467		1,025
Research and development		629		187		783		372

Total stock-based compensation	$	1,936	$	766	$	2,646	$	1,539


	Increase (decrease)
Compensation	$	1,080		11.4	% (1)
Depreciation and amortization		75		10.8	%
Legal fees		(107	)	(31.0	)%
Advertising expense		(133	)	(16.0	)%
Travel expense		(562	)	(77.0	)% (2)
Other, net		72		2.5	%

	$	425		2.8	%


	Increase (decrease)
Compensation	$	1,537		8.0	% (1)
Legal fees		456		65.7	% (2)
Depreciation and amortization		192		14.4	%
Bad debt expense		140		119.7	%
Audit, tax, and accounting fees		88		9.3	%
Facilities allocations		(159	)	(18.2	)%
Business taxes and bank fees		(171	)	(33.7	)%
Travel expense		(707	)	(50.8	)% (3)
Other, net		45		0.8	%

	$	1,421		4.7	%


	Increase (decrease)
Compensation	$	1,358		8.2	% (1)
Project and pre-production materials		1,266		39.3	% (2)
Deferred costs		660		68.7	% (3)
Depreciation and amortization		88		9.9	%
Facilities allocations		(152	)	(11.6	)%
Other, net		19		1.0	%

	$	3,239		14.1	%