Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM

10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended SeptemberJune 30, 2022

2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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, Massachusetts01810

(Address of Principal Executive Office)

(978)

(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  ☒ 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

Accelerated filer
Non-accelerated filer

Smaller reporting company

Accelerated filer

Emerging growth company

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 October 25, 2022July 26, 2023 was:

Common Stock, $.01 par value

32,305,315

32,513,278

Class B Common Stock, $.01 par value

11,743,218


Table of Contents

VICOR CORPORATION

INDEX

INDEX

Page

Part I — Financial Information:

Item 1 - Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at SeptemberJune 30, 20222023 and December 31, 20212022

1

Condensed Consolidated Statements of Operations for the three and ninesix months ended SeptemberJune 30, 20222023 and 20212022

2

Condensed Consolidated Statements of Comprehensive Income for the three and ninesix months ended SeptemberJune 30, 20222023 and 20212022

3

Condensed Consolidated Statements of Cash Flows for the ninesix months ended SeptemberJune 30, 20222023 and 20212022

4

Condensed Consolidated Statements of Equity for the three and ninesix months ended SeptemberJune 30, 20222023 and 20212022

5

Notes to Condensed Consolidated Financial Statements

7

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

18

15

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

31

24

Item 4 - Controls and Procedures

31

25

Part II — Other Information:

26

Item 1 - Legal Proceedings

33

26

Item 1A - Risk Factors

33

26

Item 6 - Exhibits5 — Other Information

34

26

Signature(s)Item 6 — Exhibits

26

Signature(s)

35

28

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, except share data)

(Unaudited)


  September 30, 2022  December 31, 2021 
Assets         
Current assets:
         
Cash and cash equivalents  $182,098  $182,418 
Short-term investments
   19,949   45,215 
Accounts receivable, net
   56,287   55,097 
Inventories
   94,336   67,322 
Other current assets
   5,483   6,708 
          
Total current assets
   358,153   356,760 
Long-term deferred tax assets, net   260   208 
Long-term investment, net   2,552   2,639 
Property, plant and equipment, net   163,198   115,975 
Other assets   2,939   1,623 
          
Total assets
  $527,102  $477,205 
          
Liabilities and Equity         
Current liabilities:         
Accounts payable
  $24,004  $21,189 
Accrued compensation and benefits
   13,070   12,660 
Accrued litigation   6,500   —   
Accrued expenses
   5,754   4,158 
Short-term lease liabilities
   1,449   1,551 
Sales allowances
   1,427   1,464 
Accrued severance and other charges
   —     93 
Income taxes payable
   7   66 
Short-term deferred revenue and customer prepayments
   12,148   7,912 
          
Total current liabilities
   64,359   49,093 
Long-term deferred revenue   1,833   413 
Long-term income taxes payable   529   569 
Long-term lease liabilities   7,520   3,225 
          
Total liabilities
   74,241   53,300 
Commitments and contingencies (Note 10)         
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 2022 and 2021
   118   118 
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 43,923,786 shares issued and 32,288,980 shares outstanding in 2022; 43,789,528 shares issued and 32,154,722 shares outstanding in 2021
   440   439 
Additional
paid-in
capital
   357,255   345,664 
Retained earnings
   235,017   217,633 
Accumulated other comprehensive loss
   (1,279  (1,328
Treasury stock at cost: 11,634,806 shares in 2022 and 2021   (138,927  (138,927
          
Total Vicor Corporation stockholders’ equity
   452,624   423,599 
Noncontrolling interest
   237   306 
          
Total equity
   452,861   423,905 
          
Total liabilities and equity
  $527,102  $477,205 
          

 

June 30, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

203,829

 

 

$

190,611

 

Accounts receivable, net

 

 

63,818

 

 

 

65,429

 

Inventories

 

 

106,606

 

 

 

101,410

 

Other current assets

 

 

4,533

 

 

 

5,154

 

Total current assets

 

 

378,786

 

 

 

362,604

 

Long-term deferred tax assets, net

 

 

343

 

 

 

280

 

Long-term investment, net

 

 

2,591

 

 

 

2,622

 

Property, plant and equipment, net

 

 

169,401

 

 

 

166,009

 

Other assets

 

 

9,540

 

 

 

5,386

 

Total assets

 

$

560,661

 

 

$

536,901

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

15,325

 

 

$

22,207

 

Accrued compensation and benefits

 

 

12,103

 

 

 

10,849

 

Accrued litigation

 

 

6,500

 

 

 

6,500

 

Accrued expenses

 

 

4,284

 

 

 

8,613

 

Short-term lease liabilities

 

 

1,749

 

 

 

1,450

 

Sales allowances

 

 

2,571

 

 

 

1,661

 

Income taxes payable

 

 

824

 

 

 

72

 

Short-term deferred revenue and customer prepayments

 

 

6,620

 

 

 

13,197

 

Total current liabilities

 

 

49,976

 

 

 

64,549

 

Long-term deferred revenue

 

 

1,761

 

 

 

145

 

Long-term income taxes payable

 

 

875

 

 

 

862

 

Long-term lease liabilities

 

 

7,030

 

 

 

7,009

 

Total liabilities

 

 

59,642

 

 

 

72,565

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Vicor Corporation stockholders’ equity:

 

 

 

 

 

 

Class B Common Stock: 10 votes per share, $.01 par value,
   
14,000,000 shares authorized, 11,743,218 shares issued
   and outstanding in 2023 and 2022

 

 

118

 

 

 

118

 

Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized
   
44,142,595 shares issued and 32,507,789 shares outstanding in 2023;
   
43,976,336 shares issued and 32,341,530 shares outstanding in 2022

 

 

443

 

 

 

441

 

Additional paid-in capital

 

 

368,914

 

 

 

360,365

 

Retained earnings

 

 

271,424

 

 

 

243,079

 

Accumulated other comprehensive loss

 

 

(1,195

)

 

 

(988

)

Treasury stock at cost: 11,634,806 shares in 2023 and 2022

 

 

(138,927

)

 

 

(138,927

)

Total Vicor Corporation stockholders’ equity

 

 

500,777

 

 

 

464,088

 

Noncontrolling interest

 

 

242

 

 

 

248

 

Total equity

 

 

501,019

 

 

 

464,336

 

Total liabilities and equity

 

$

560,661

 

 

$

536,901

 

See accompanying notes.

-1-


VICOR CORPORATION

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

   Three Months Ended  Nine Months Ended 
   September 30,  September 30, 
   2022  2021  2022  2021 
Net revenues
  $103,118  $84,911  $293,586  $269,083 
Cost of revenues
   56,148   42,098   162,166   131,699 
                  
Gross margin
   46,970   42,813   131,420   137,384 
Operating expenses:
                 
Selling, general and administrative
   22,719   17,322   61,322   50,865 
Research and development
   14,747   13,519   44,516   39,818 
Litigation-related
   6,500   —     6,500   —   
                  
Total operating expenses
   43,966   30,841   112,338   90,683 
                  
Income from operations
   3,004   11,972   19,082   46,701 
Other income (expense), net:
                 
Total unrealized gains (losses) on
available-for-sale
securities, net
   —     37   (87  81 
Less: portion of losses (gains) recognized in other comprehensive income
   1   (36  90   (78
                  
Net credit gains recognized in earnings
   1   1   3   3 
Other income (expense), net
   (569  393   (325  996 
                  
Total other income (expense), net
   (568  394   (322  999 
                  
Income before income taxes
   2,436   12,366   18,760   47,700 
Provision for income (benefit) taxes
   641   (886  1,395   (30
                  
Consolidated net income
   1,795   13,252   17,365   47,730 
Less: Net income (loss) attributable to noncontrolling interest
   3   (7  (19  (15
                  
Net income attributable to Vicor Corporation
  $1,792  $13,259  $17,384  $47,745 
                  
Net income per common share attributable to Vicor Corporation:
                 
Basic
  $0.04  $0.30  $0.40  $1.10 
Diluted
  $0.04  $0.29  $0.39  $1.06 
Shares used to compute net income per common share attributable to Vicor Corporation:
                 
Basic
   44,031   43,710   43,986   43,573 
Diluted
   44,898   45,034   44,906   44,905 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Net revenues

 

$

106,747

 

 

$

102,186

 

 

$

204,563

 

 

$

190,468

 

Cost of revenues

 

 

51,574

 

 

 

55,337

 

 

 

102,856

 

 

 

106,018

 

Gross margin

 

 

55,173

 

 

 

46,849

 

 

 

101,707

 

 

 

84,450

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

20,375

 

 

 

20,035

 

 

 

40,598

 

 

 

38,603

 

Research and development

 

 

16,935

 

 

 

15,516

 

 

 

32,804

 

 

 

29,769

 

Total operating expenses

 

 

37,310

 

 

 

35,551

 

 

 

73,402

 

 

 

68,372

 

Income from operations

 

 

17,863

 

 

 

11,298

 

 

 

28,305

 

 

 

16,078

 

Other income (expense), net:

 

 

 

 

 

 

 

 

 

 

 

 

Total unrealized (losses) gains on available-for-sale
   securities, net

 

 

(40

)

 

 

16

 

 

 

(31

)

 

 

(87

)

Less: portion of losses (gains) recognized in other
   comprehensive income

 

 

40

 

 

 

(15

)

 

 

31

 

 

 

89

 

Net credit gains recognized in earnings

 

 

 

 

 

1

 

 

 

 

 

 

2

 

Other income, net

 

 

1,776

 

 

 

83

 

 

 

3,726

 

 

 

244

 

Total other income, net

 

 

1,776

 

 

 

84

 

 

 

3,726

 

 

 

246

 

Income before income taxes

 

 

19,639

 

 

 

11,382

 

 

 

32,031

 

 

 

16,324

 

Provision for income taxes

 

 

2,537

 

 

 

802

 

 

 

3,678

 

 

 

754

 

Consolidated net income

 

 

17,102

 

 

 

10,580

 

 

 

28,353

 

 

 

15,570

 

Less: Net income (loss) attributable to
   noncontrolling interest

 

 

1

 

 

 

(13

)

 

 

8

 

 

 

(22

)

Net income attributable to Vicor Corporation

 

$

17,101

 

 

$

10,593

 

 

$

28,345

 

 

$

15,592

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to
   Vicor Corporation:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.39

 

 

$

0.24

 

 

$

0.64

 

 

$

0.35

 

Diluted

 

$

0.38

 

 

$

0.24

 

 

$

0.63

 

 

$

0.35

 

Shares used to compute net income per common share
   attributable to Vicor Corporation:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

44,230

 

 

 

43,973

 

 

 

44,196

 

 

 

43,963

 

Diluted

 

 

44,906

 

 

 

44,866

 

 

 

44,907

 

 

 

44,910

 

See accompanying notes.

-2-


VICOR CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

June 30,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Consolidated net income

 

$

17,102

 

 

$

10,580

 

 

$

28,353

 

 

$

15,570

 

Foreign currency translation losses, net of tax (1)

 

 

(175

)

 

 

(385

)

 

 

(190

)

 

 

(579

)

Unrealized loss on available-for-sale
   securities, net of tax (1)

 

 

(40

)

 

 

(66

)

 

 

(31

)

 

 

(382

)

Other comprehensive loss

 

 

(215

)

 

 

(451

)

 

 

(221

)

 

 

(961

)

Consolidated comprehensive income

 

 

16,887

 

 

 

10,129

 

 

 

28,132

 

 

 

14,609

 

Less: Comprehensive loss attributable to
   noncontrolling interest

 

 

(12

)

 

 

(42

)

 

 

(6

)

 

 

(65

)

Comprehensive income attributable to

 

 

 

 

 

 

 

 

 

 

 

 

Vicor Corporation

 

$

16,899

 

 

$

10,171

 

 

$

28,138

 

 

$

14,674

 

(1)
The deferred tax assets associated with foreign currency translation losses and unrealized loss on available-for-sale securities are completely offset by a tax valuation allowance as of June 30, 2023 and 2022. Therefore, there is no income tax benefit (provision) recognized for the three and six months ended June 30, 2023 and 2022.
(Unaudited)
   Three Months Ended  Nine Months Ended 
   September 30,  September 30, 
   2022  2021  2022  2021 
Consolidated net income  $1,795  $13,252  $17,365  $47,730 
Foreign currency translation losses, net of tax (1)   (94  (12  (672  (283
Unrealized income (loss) on
available-for-sale
securities, net of tax (1)
   1,054   (215  671   (574
                  
Other comprehensive income (loss)   960   (227  (1  (857
                  
Consolidated comprehensive income   2,755   13,025   17,364   46,873 
Less: Comprehensive loss attributable to noncontrolling interest   (4  (7  (69  (36
                  
Comprehensive income attributable to Vicor Corporation  $2,759  $13,032  $17,433  $46,909 
                  
(1)
The deferred tax assets associated with foreign currency translation losses and unrealized losses on
available-for-sale
securities are completely offset by a tax valuation allowance as of September 30, 2022 and 2021. Therefore, there is no income tax benefit (provision) recognized for the three and nine months ended September 30, 2022 and 2021.

See accompanying notes.

-3-

VICOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

   Nine Months Ended 
   September 30, 
   2022  2021 
Operating activities:
         
Consolidated net income  $17,365  $47,730 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:         
Depreciation and amortization   10,250   8,564 
Stock-based compensation expense   7,445   5,005 
Litigation-related
 
expense
   6,500   —   
Increase (decrease) in long-term deferred revenue   1,420   (240
Amortization of bond premium   1,027   —   
Decrease in contingent consideration obligations   —     (74
(Decrease) increase in other assets   (1,451  56 
Decrease in long-term income taxes payable   (40  (79
Deferred income taxes   (52  5 
Credit gain on
available-for-sale
securities
   (3  (3
Provision for doubtful accounts   5   —   
Change in current assets and liabilities, net   (20,456  (20,737
          
Net cash provided by operating activities   22,010   40,227 
Investing activities:         
Purchases of short-term investments   —     (50,706
Sales or maturities of short-term investments   25,000   50,000 
Additions to property, plant and equipment   (51,279  (30,942
          
Net cash used for investing activities   (26,279  (31,648
Financing activities:         
Proceeds from employee stock plans   4,147   8,621 
Payment of contingent consideration obligations   —     (153
          
Net cash provided by financing activities   4,147   8,468 
Effect of foreign exchange rates on cash   (198  (126
          
Net (decrease) increase in cash and cash equivalents   (320  16,921 
Cash and cash equivalents at beginning of period   182,418   161,742 
          
Cash and cash equivalents at end of period  $182,098  $178,663 
          

 

Six Months Ended

 

 

June 30,

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Operating activities:

 

 

 

 

 

 

Consolidated net income

 

$

28,353

 

 

$

15,570

 

Adjustments to reconcile consolidated net income to net cash provided by operating
   activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

8,648

 

 

 

6,665

 

Stock-based compensation expense

 

 

5,829

 

 

 

4,616

 

Increase (decrease) in long-term deferred revenue

 

 

1,616

 

 

 

(143

)

(Decrease) increase in other assets

 

 

(103

)

 

 

133

 

Provision for doubtful accounts

 

 

43

 

 

 

 

Increase in long-term income taxes payable

 

 

13

 

 

 

8

 

Deferred income taxes

 

 

(63

)

 

 

(58

)

Credit gain on available-for-sale securities

 

 

 

 

 

(2

)

Change in current assets and liabilities, net

 

 

(15,183

)

 

 

(11,381

)

Net cash provided by operating activities

 

 

29,153

 

 

 

15,408

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Sales or maturities of short-term investments

 

 

 

 

 

25,000

 

Additions to property, plant and equipment

 

 

(18,627

)

 

 

(36,878

)

Net cash used for investing activities

 

 

(18,627

)

 

 

(11,878

)

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Proceeds from employee stock plans

 

 

2,722

 

 

 

1,974

 

Net cash provided by financing activities

 

 

2,722

 

 

 

1,974

 

 

 

 

 

 

 

 

Effect of foreign exchange rates on cash

 

 

(30

)

 

 

(245

)

Net increase in cash and cash equivalents

 

 

13,218

 

 

 

5,259

 

Cash and cash equivalents at beginning of period

 

 

190,611

 

 

 

182,418

 

Cash and cash equivalents at end of period

 

$

203,829

 

 

$

187,677

 

See accompanying notes.

-4-


VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)

                         
Total
        
                   
Accumulated
     
Vicor
        
   
Class B
       
Additional
       
Other
     
Corporation
        
   
Common
   
Common
   
Paid-In
   
Retained
   
Comprehensive
  
Treasury
  
Stockholders’
   
Noncontrolling
  
Total
 
   
Stock
   
Stock
   
Capital
   
Earnings
   
Income (loss)
  
Stock
  
Equity
   
Interest
  
Equity
 
Three months ended September 30, 2022
                                          
Balance on June 30, 2022
 $118  $440  $352,253  $233,225  $(2,246 $(138,927 $444,863  $241  $445,104 
Issuance of Common Stock under employee stock plans
          2,173               2,173       2,173 
Stock-based compensation expense
          2,829               2,829       2,829 
Components of comprehensive income (loss), net of tax:
                                    
Net income
              1,792           1,792   3   1,795 
Other comprehensive income (loss)
                  967       967   (7  960 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss)
                          2,759   (4  2,755 
                                     
Balance on September 30, 2022
 $118  $440  $357,255  $235,017  $(1,279 $(138,927 $452,624  $237  $452,861 
                                     
                         
Total
        
                   
Accumulated
     
Vicor
        
   
Class B
       
Additional
       
Other
     
Corporation
        
   
Common
   
Common
   
Paid-In
   
Retained
   
Comprehensive
  
Treasury
  
Stockholders’
   
Noncontrolling
  
Total
 
   
Stock
   
Stock
   
Capital
   
Earnings
   
Income (loss)
  
Stock
  
Equity
   
Interest
  
Equity
 
Nine months ended September 30, 2022
                                          
Balance on December 31, 2021
 $118  $439  $345,664  $217,633  $(1,328 $(138,927 $423,599  $306  $423,905 
Issuance of Common Stock under employee stock plans
      1   4,146               4,147       4,147 
Stock-based compensation expense
          7,445               7,445       7,445 
Components of comprehensive income (loss), net of tax:
                                    
Net income (loss)
              17,384           17,384   (19  17,365 
Other comprehensive income (loss)
                  49       49   (50  (1
                                     
Total comprehensive income (loss)
                          17,433   (69  17,364 
                                     
Balance on September 30, 2022
 $118  $440  $357,255  $235,017  $(1,279 $(138,927 $452,624  $237  $452,861 
                                     
                         
Total
       
                   
Accumulated
     
Vicor
       
   
Class B
       
Additional
       
Other
     
Corporation
       
   
Common
   
Common
   
Paid-In
   
Retained
   
Comprehensive
  
Treasury
  
Stockholders’
  
Noncontrolling
  
Total
 
   
Stock
   
Stock
   
Capital
   
Earnings
   
Loss
  
Stock
  
Equity
  
Interest
  
Equity
 
Three months ended September 30, 2021
                                         
Balance on June 30, 2021
 $118  $436  $336,278  $195,494  $(813 $(138,927 $392,586  $306  $392,892 
Issuance of Common Stock under employee stock plans
      1   3,869               3,870       3,870 
Stock-based compensation expense
          1,867               1,867       1,867 
Components of comprehensive income (loss), net of tax:
                                    
Net income (loss)
              13,259           13,259   (7  13,252 
Other comprehensive loss
                  (227      (227  
  
   (227
                                     
Total comprehensive income (loss)
                          13,032   (7  13,025 
                                     
Balance on September 30, 2021
 $118  $437  $342,014  $208,753  $(1,040 $(138,927 $411,355  $299  $411,654 
                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Vicor

 

 

 

 

 

 

 

 

Class B

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

 

Interest

 

 

Equity

 

Three months ended June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on March 31, 2023

 

$

118

 

 

$

442

 

 

$

365,442

 

 

$

254,323

 

 

$

(993

)

 

$

(138,927

)

 

$

480,405

 

 

$

254

 

 

$

480,659

 

Issuance of Common Stock under
   employee stock plans

 

 

 

 

 

1

 

 

 

460

 

 

 

 

 

 

 

 

 

 

 

 

461

 

 

 

 

 

 

461

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

3,012

 

 

 

 

 

 

 

 

 

 

 

 

3,012

 

 

 

 

 

 

3,012

 

Components of comprehensive
   income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

17,101

 

 

 

 

 

 

 

 

 

17,101

 

 

 

1

 

 

 

17,102

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(202

)

 

 

 

 

 

(202

)

 

 

(13

)

 

 

(215

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,899

 

 

 

(12

)

 

 

16,887

 

Balance on June 30, 2023

 

$

118

 

 

$

443

 

 

$

368,914

 

 

$

271,424

 

 

$

(1,195

)

 

$

(138,927

)

 

$

500,777

 

 

$

242

 

 

$

501,019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Vicor

 

 

 

 

 

 

 

 

Class B

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

 

Interest

 

 

Equity

 

Six months ended June 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on December 31, 2022

 

$

118

 

 

$

441

 

 

$

360,365

 

 

$

243,079

 

 

$

(988

)

 

$

(138,927

)

 

$

464,088

 

 

$

248

 

 

$

464,336

 

Issuance of Common Stock under
   employee stock plans

 

 

 

 

 

2

 

 

 

2,720

 

 

 

 

 

 

 

 

 

 

 

 

2,722

 

 

 

 

 

 

2,722

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

5,829

 

 

 

 

 

 

 

 

 

 

 

 

5,829

 

 

 

 

 

 

5,829

 

Components of comprehensive
   income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

28,345

 

 

 

 

 

 

 

 

 

28,345

 

 

 

8

 

 

 

28,353

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(207

)

 

 

 

 

 

(207

)

 

 

(14

)

 

 

(221

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,138

 

 

 

(6

)

 

 

28,132

 

Balance on June 30, 2023

 

$

118

 

 

$

443

 

 

$

368,914

 

 

$

271,424

 

 

$

(1,195

)

 

$

(138,927

)

 

$

500,777

 

 

$

242

 

 

$

501,019

 

-5-

VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)

                         
Total
       
                   
Accumulated
     
Vicor
       
   
Class B
       
Additional
       
Other
     
Corporation
       
   
Common
   
Common
   
Paid-In
   
Retained
   
Comprehensive
  
Treasury
  
Stockholders’
  
Noncontrolling
  
Total
 
   
Stock
   
Stock
   
Capital
   
Earnings
   
Loss
  
Stock
  
Equity
  
Interest
  
Equity
 
Nine months ended September 30, 2021
              
Balance on December 31, 2020
 $118  $433  $328,392  $161,008  $(204 $(138,927 $350,820  $335  $351,155 
Issuance of Common Stock under employee stock plans
      4   8,617               8,621       8,621 
Stock-based compensation expense
          5,005               5,005       5,005 
Components of comprehensive income (loss), net of tax:
                                    
Net income (loss)
              47,745           47,745   (15  47,730 
Other comprehensive loss
                  (836      (836  (21  (857
                                     
Total comprehensive income (loss)
                          46,909   (36  46,873 
                                     
Balance on September 30, 2021
 $118  $437  $342,014  $208,753  $(1,040 $(138,927 $411,355  $299  $411,654 
                                     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Vicor

 

 

 

 

 

 

 

 

Class B

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

 

Interest

 

 

Equity

 

Three months ended June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on March 31, 2022

 

$

118

 

 

$

440

 

 

$

349,467

 

 

$

222,632

 

 

$

(1,824

)

 

$

(138,927

)

 

$

431,906

 

 

$

283

 

 

$

432,189

 

Issuance of Common Stock under
   employee stock plans

 

 

 

 

 

 

 

 

164

 

 

 

 

 

 

 

 

 

 

 

 

164

 

 

 

 

 

 

164

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

2,622

 

 

 

 

 

 

 

 

 

 

 

 

2,622

 

 

 

 

 

 

2,622

 

Components of comprehensive
   income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

10,593

 

 

 

 

 

 

 

 

 

10,593

 

 

 

(13

)

 

 

10,580

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(422

)

 

 

 

 

 

(422

)

 

 

(29

)

 

 

(451

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,171

 

 

 

(42

)

 

 

10,129

 

Balance on June 30, 2022

 

$

118

 

 

$

440

 

 

$

352,253

 

 

$

233,225

 

 

$

(2,246

)

 

$

(138,927

)

 

$

444,863

 

 

$

241

 

 

$

445,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Vicor

 

 

 

 

 

 

 

 

Class B

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Corporation

 

 

 

 

 

 

 

 

Common

 

 

Common

 

 

Paid-In

 

 

Retained

 

 

Comprehensive

 

 

Treasury

 

 

Stockholders’

 

 

Noncontrolling

 

 

Total

 

 

Stock

 

 

Stock

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Stock

 

 

Equity

 

 

Interest

 

 

Equity

 

Six months ended June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance on December 31, 2021

 

$

118

 

 

$

439

 

 

$

345,664

 

 

$

217,633

 

 

$

(1,328

)

 

$

(138,927

)

 

$

423,599

 

 

$

306

 

 

$

423,905

 

Issuance of Common Stock under
   employee stock plans

 

 

 

 

 

1

 

 

 

1,973

 

 

 

 

 

 

 

 

 

 

 

 

1,974

 

 

 

 

 

 

1,974

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

4,616

 

 

 

 

 

 

 

 

 

 

 

 

4,616

 

 

 

 

 

 

4,616

 

Components of comprehensive
   income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

15,592

 

 

 

 

 

 

 

 

 

15,592

 

 

 

(22

)

 

 

15,570

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(918

)

 

 

 

 

 

(918

)

 

 

(43

)

 

 

(961

)

Total comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,674

 

 

 

(65

)

 

 

14,609

 

Balance on June 30, 2022

 

$

118

 

 

$

440

 

 

$

352,253

 

 

$

233,225

 

 

$

(2,246

)

 

$

(138,927

)

 

$

444,863

 

 

$

241

 

 

$

445,104

 

See accompanying notes.

-6-


VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September

June 30, 2022

2023

(unaudited)

(unaudited)

1.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Vicor Corporation and its consolidated subsidiaries (collectively, the “Company”"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 ninesix months ended SeptemberJune 30, 20222023 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2022. “Other income

(
expense
)
, net”, includes an immaterial error correction of $990,000 and $834,000 for the three and nine months ended September 30, 2022, respectively, related to the amortization of bond premiums on available for sale securities.2023. The balance sheet at December 31, 20212022 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, 20212022 filed by the Company with the SEC on March 1, 2022 (“2021 Form
February 28, 2023.

10-K”).

2. Inventories

2.
Inventories

Inventories were as follows (in thousands):

 

 

June 30, 2023

 

 

December 31, 2022

 

Raw materials

 

$

85,404

 

 

$

82,181

 

Work-in-process

 

 

11,257

 

 

 

10,456

 

Finished goods

 

 

9,945

 

 

 

8,773

 

 

 

$

106,606

 

 

$

101,410

 

   September 30, 2022   December 31, 2021 
Raw materials  $73,940   $51,289 
Work-in-process
   11,967    12,514 
Finished goods   8,429    3,519 
           
   $94,336   $67,322 
           

3.

Short-Term and Long-Term Investments

As of SeptemberJune 30, 20222023 and December 31, 2021, the Company held $19,949,000 and $45,215,000, respectively, of short-term investments, consisting of obligations of the U.S. Treasury, all of which were debt securities with original maturities greater than three months but less than one year at the time of purchase.

As of September 30, 2022, and December 31, 2021, the Company held one auction rate security with a par value of $3,000,000$3,000,000 and an estimated fair value of approximately $2,552,000$2,591,000 and $2,639,000,$2,622,000, respectively, 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 SeptemberJune 30, 2022,2023, 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 able to liquidate the Failed Auction Security without significant loss primarily due to the overall quality of the issue held and the 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.months. As a result, the Company continued to classify the Failed Auction Security as long-term as of SeptemberJune 30, 2022.
2023.

-7-


VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September

June 30, 2022

2023

(unaudited)

(unaudited)

Details of our investments are as follows (in thousands):

 

 

June 30, 2023

 

 

 

Cash and Cash

 

 

Long-Term

 

 

 

Equivalents

 

 

Investment

 

Measured at fair value:

 

 

 

 

 

 

Available-for-sale debt securities:

 

 

 

 

 

 

Money market funds

 

$

146,425

 

 

$

 

Failed Auction Security

 

 

 

 

 

2,591

 

Total

 

 

146,425

 

 

 

2,591

 

 

 

 

 

 

 

 

Other measurement basis:

 

 

 

 

 

 

Cash on hand

 

 

57,404

 

 

 

 

Total

 

$

203,829

 

 

$

2,591

 

 

 

December 31, 2022

 

 

 

Cash and Cash

 

 

Long-Term

 

 

 

Equivalents

 

 

Investment

 

Measured at fair value:

 

 

 

 

 

 

Available-for-sale debt securities:

 

 

 

 

 

 

Money market funds

 

$

143,274

 

 

$

 

Failed Auction Security

 

 

 

 

 

2,622

 

Total

 

 

143,274

 

 

 

2,622

 

 

 

 

 

 

 

 

Other measurement basis:

 

 

 

 

 

 

Cash on hand

 

 

47,337

 

 

 

 

Total

 

$

190,611

 

 

$

2,622

 

   
September 30, 2022
 
   
Cash and
Cash
Equivalents
   
Short-Term
Investments
   
Long-Term

Investment
 
Measured at fair value:
               
Available-for-sale
debt securities:
               
Money market funds  $120,217   $—     $—   
U.S. Treasury Obligations   —      19,949    —   
Failed Auction Security   —      —      2,552 
                
Total   120,217    19,949    2,552 
Other measurement basis:
               
Cash on hand   61,881    —      —   
                
Total  $182,098   $19,949   $2,552 
                
   
December 31, 2021
 
   
Cash and
         
   
Cash
   
Short-Term
   
Long-Term
 
   
Equivalents
   
Investments
   
Investment
 
Measured at fair value:
               
Available-for-sale
debt securities:
               
Money market funds  $94,282   $—     $—   
U.S. Treasury Obligations   —      45,215    —   
Failed Auction Security   —      —      2,639 
                
Total   94,282    45,215    2,639 
Other measurement basis:
               
Cash on hand   88,136    —      —   
                
Total  $182,418   $45,215   $2,639 
                
-8-

VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)

The following is a summary of the

available-for-sale
securities (in thousands):

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

 

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

June 30, 2023

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Failed Auction Security

 

$

3,000

 

 

 

 

 

 

409

 

 

$

2,591

 

 

 

 

 

 

Gross

 

 

Gross

 

 

Estimated

 

 

 

 

 

 

Unrealized

 

 

Unrealized

 

 

Fair

 

December 31, 2022

 

Cost

 

 

Gains

 

 

Losses

 

 

Value

 

Failed Auction Security

 

$

3,000

 

 

 

 

 

 

378

 

 

$

2,622

 

       Gross   Gross   Estimated 
       Unrealized   Unrealized   Fair 
September 30, 2022
  Cost   Gains   Losses   Value 
U.S. Treasury Obligations  $20,028   $—     $79   $19,949 
Failed Auction Security   3,000    —      448    2,552 
       Gross   Gross   Estimated 
       Unrealized   Unrealized   Fair 
December 31, 2021
  Cost   Gains   Losses   Value 
U.S. Treasury Obligations  $45,238   $—     $23   $45,215 
Failed Auction Security   3,000    —      361    2,639 

As of SeptemberJune 30, 2022,2023, the Failed Auction Security had been in an unrealized loss position for greater than 12 months.

The amortized cost and estimated fair value of the

available-for-sale
securities on SeptemberJune 30, 2022,2023, by type and contractual maturities, are shown below (in thousands):

 

 

 

 

 

Estimated

 

 

 

Cost

 

 

Fair Value

 

Failed Auction Security:

 

 

 

 

 

 

 

 

 

 

 

 

 

Due in twenty years

 

$

3,000

 

 

$

2,591

 

-8-


Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

June 30, 2023

(unaudited)

   Cost   Estimated
Fair Value
 
U.S. Treasury Obligations:
    
Maturities greater than three months but less than one year  $20,028   $19,949 
           
       Estimated 
   Cost   Fair Value 
Failed Auction Security:
    
Due in twenty years  $3,000   $2,552 
           

4.

Fair Value Measurements

The Company accounts for certain financial assets at fair value, defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. A three-level hierarchy is used to show the extent and level of judgment used to estimate fair value measurements.

-9-

VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)

Assets and liabilities measured at fair value on a recurring basis included the following as of SeptemberJune 30, 20222023 (in thousands):

   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, 2022
 
                 
Cash equivalents:
        
Money market funds  $120,217   $—     $—     $120,217 
Short-term investments:                    
U.S. Treasury Obligations   19,949    —      —      19,949 
Long-term investment:                    
Failed Auction Security   —      —      2,552    2,552 

 

 

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, 2023

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

146,425

 

 

$

 

 

$

 

 

$

146,425

 

Long-term investment:

 

 

 

 

 

 

 

 

 

 

 

 

Failed Auction Security

 

 

 

 

 

 

 

 

2,591

 

 

 

2,591

 

Assets and liabilities measured at fair value on a recurring basis included the following as of December 31, 20212022 (in thousands):

 

 

Using

 

 

 

 

 

 

 

 

 

Significant

 

 

 

 

 

 

 

 

 

Quoted Prices

 

 

Other

 

 

Significant

 

 

 

 

 

 

in Active

 

 

Observable

 

 

Unobservable

 

 

Total Fair

 

 

 

Markets

 

 

Inputs

 

 

Inputs

 

 

Value as of

 

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

December 31, 2022

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

143,274

 

 

$

 

 

$

 

 

$

143,274

 

Long-term investment:

 

 

 

 

 

 

 

 

 

 

 

 

Failed Auction Security

 

 

 

 

 

 

 

 

2,622

 

 

 

2,622

 

   Using     
   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, 2021
 
Cash equivalents:
        
Money market funds  $94,282   $—     $—     $94,282 
Short-term investments:                    
U.S. Treasury Obligations   45,215    —      —      45,215 
Long-term investment:                    
Failed Auction Security   —      —      2,639    2,639 

The change in the estimated fair value calculated for the investment valued on a recurring basis utilizing Level 3 inputs (i.e., the Failed Auction Security) for the ninesix months ended SeptemberJune 30, 20222023 was as follows (in thousands):

Balance at the beginning of the period

$

2,622

 

Loss included in Other comprehensive income

 

(31

)

Balance at the end of the period

$

2,591

 

Balance at the beginning of the period  $2,639 
Credit gain on
available-for-sale
security included in Other income (expense), net
   3 
Loss included in Other comprehensive income   (90
      
Balance at the end of the period  $2,552 
      

Management utilized a probability weighted discounted cash flow model to determine the estimated fair value as of SeptemberJune 30, 2022.2023.

-10-

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September

June 30, 2022

2023

(unaudited)

(unaudited)

5. Revenues

5.
Revenues

The following tables present the Company’s net revenues disaggregated by geography based on the location of the customer, by product line (in thousands):

 

Three Months Ended June 30, 2023

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

United States

 

$

18,229

 

 

$

15,827

 

 

$

34,056

 

Europe

 

 

6,955

 

 

 

6,034

 

 

 

12,989

 

Asia Pacific

 

 

13,127

 

 

 

45,619

 

 

 

58,746

 

All other

 

 

923

 

 

 

33

 

 

 

956

 

 

$

39,234

 

 

$

67,513

 

 

$

106,747

 

 

Six Months Ended June 30, 2023

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

United States

 

$

39,485

 

 

$

29,537

 

 

$

69,022

 

Europe

 

 

14,501

 

 

 

10,061

 

 

 

24,562

 

Asia Pacific

 

 

29,974

 

 

 

79,063

 

 

 

109,037

 

All other

 

 

1,799

 

 

 

143

 

 

 

1,942

 

 

$

85,759

 

 

$

118,804

 

 

$

204,563

 

 

Three Months Ended June 30, 2022

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

United States

 

$

18,668

 

 

$

12,782

 

 

$

31,450

 

Europe

 

 

5,041

 

 

 

2,229

 

 

 

7,270

 

Asia Pacific

 

 

9,846

 

 

 

52,550

 

 

 

62,396

 

All other

 

 

968

 

 

 

102

 

 

 

1,070

 

 

$

34,523

 

 

$

67,663

 

 

$

102,186

 

 

Six Months Ended June 30, 2022

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

United States

 

$

32,729

 

 

$

23,408

 

 

$

56,137

 

Europe

 

 

12,083

 

 

 

4,997

 

 

 

17,080

 

Asia Pacific

 

 

23,367

 

 

 

92,045

 

 

 

115,412

 

All other

 

 

1,701

 

 

 

138

 

 

 

1,839

 

 

$

69,880

 

 

$

120,588

 

 

$

190,468

 

   Three Months Ended September 30, 2022 
   Brick Products   Advanced Products   Total 
United States  $21,559   $9,303   $30,862 
Europe   7,101    1,954    9,055 
Asia Pacific   14,800    47,704    62,504 
All other   456    241    697 
                
   $43,916   $59,202   $103,118 
                
   Nine Months Ended September 30, 2022 
   Brick Products   Advanced Products   Total 
United States  $54,288   $32,711   $86,999 
Europe   19,184    6,951    26,135 
Asia Pacific   38,167    139,749    177,916 
All other   2,157    379    2,536 
                
   $113,796   $179,790   $293,586 
                
               Three Months Ended September 30, 2021         
   Brick Products   Advanced Products   Total 
United States  $19,741   $12,178   $31,919 
Europe   6,185    1,324    7,509 
Asia Pacific   14,936    29,934    44,870 
All other   582    31    613 
                
   $41,444   $43,467   $84,911 
                
   Nine Months Ended September 30, 2021 
   Brick Products   Advanced Products   Total 
United States  $58,032   $35,083   $93,115 
Europe   24,605    3,604    28,209 
Asia Pacific   66,309    79,926    146,235 
All other   1,309    215    1,524 
                
   $150,255   $118,828   $269,083 
                
-11-

VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)

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

   Three Months Ended September 30, 2022 
   Brick Products   Advanced Products   Total 
             
Direct customers, contract manufacturers and
non-stocking

distributors
  $29,051   $53,033   $82,084 
Stocking distributors, net of sales allowances   14,288    2,869    17,157 
Non-recurring
engineering
   577    2,249    2,826 
Royalties   —      1,033    1,033 
Other   —      18    18 
                
   $43,916   $59,202   $103,118 
                
   Nine Months Ended September 30, 2022 
   Brick Products   Advanced Products   Total 
             
Direct customers, contract manufacturers and
non-stocking

distributors
  $77,018   $162,483   $239,501 
Stocking distributors, net of sales allowances   35,960    9,715    45,675 
Non-recurring
engineering
   818    5,543    6,361 
Royalties   —      1,995    1,995 
Other   —      54    54 
                
   $113,796   $179,790   $293,586 
                
           Three Months Ended September 30, 2021         
   Brick Products   Advanced Products   Total 
             
Direct customers, contract manufacturers and
non-stocking

distributors
  $29,801   $36,066   $65,867 
Stocking distributors, net of sales allowances   11,405    2,075    13,480 
Non-recurring
engineering
   238    3,846    4,084 
Royalties   —      1,462    1,462 
Other   —      18    18 
                
   $41,444   $43,467   $84,911 
                
-12-

 

Three Months Ended June 30, 2023

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

Direct customers, contract manufacturers and
   non-stocking distributors

 

$

24,435

 

 

$

55,556

 

 

$

79,991

 

Stocking distributors, net of sales allowances

 

 

14,338

 

 

 

6,345

 

 

 

20,683

 

Non-recurring engineering

 

 

461

 

 

 

2,796

 

 

 

3,257

 

Royalties

 

 

 

 

 

2,456

 

 

 

2,456

 

Other

 

 

 

 

 

360

 

 

 

360

 

 

$

39,234

 

 

$

67,513

 

 

$

106,747

 

-10-


VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September

June 30, 20222023

(unaudited)

 

Six Months Ended June 30, 2023

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

Direct customers, contract manufacturers and
   non-stocking distributors

 

$

54,921

 

 

$

97,569

 

 

$

152,490

 

Stocking distributors, net of sales allowances

 

 

30,075

 

 

 

11,397

 

 

 

41,472

 

Non-recurring engineering

 

 

763

 

 

 

4,924

 

 

 

5,687

 

Royalties

 

 

 

 

 

4,476

 

 

 

4,476

 

Other

 

 

 

 

 

438

 

 

 

438

 

 

$

85,759

 

 

$

118,804

 

 

$

204,563

 

 

Three Months Ended June 30, 2022

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

Direct customers, contract manufacturers and
   non-stocking distributors

 

$

23,566

 

 

$

61,979

 

 

$

85,545

 

Stocking distributors, net of sales allowances

 

 

10,908

 

 

 

3,102

 

 

 

14,010

 

Non-recurring engineering

 

 

49

 

 

 

1,908

 

 

 

1,957

 

Royalties

 

 

 

 

 

656

 

 

 

656

 

Other

 

 

 

 

 

18

 

 

 

18

 

 

$

34,523

 

 

$

67,663

 

 

$

102,186

 

 

Six Months Ended June 30, 2022

 

 

Brick Products

 

 

Advanced Products

 

 

Total

 

Direct customers, contract manufacturers and
   non-stocking distributors

 

$

47,967

 

 

$

109,450

 

 

$

157,417

 

Stocking distributors, net of sales allowances

 

 

21,672

 

 

 

6,846

 

 

 

28,518

 

Non-recurring engineering

 

 

241

 

 

 

3,294

 

 

 

3,535

 

Royalties

 

 

 

 

 

962

 

 

 

962

 

Other

 

 

 

 

 

36

 

 

 

36

 

 

$

69,880

 

 

$

120,588

 

 

$

190,468

 

(unaudited)
   Nine Months Ended September 30, 2021 
   Brick Products   Advanced Products   Total 
             
Direct customers, contract manufacturers and
non-stocking

distributors
  $111,223   $97,767   $208,990 
Stocking distributors, net of sales allowances   38,586    10,847    49,433 
Non-recurring
engineering
   446    8,643    9,089 
Royalties   —      1,518    1,518 
Other   —      53    53 
                
   $150,255   $118,828   $269,083 
                

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

 

June 30, 2023

 

 

December 31, 2022

 

 

Change

 

Short-term deferred revenue and customer prepayments

 

$

(6,620

)

 

$

(13,197

)

 

$

6,577

 

Long-term deferred revenue

 

 

(1,761

)

 

 

(145

)

 

$

(1,616

)

Deferred expenses

 

 

30

 

 

 

577

 

 

$

(547

)

Sales allowances

 

 

(2,571

)

 

 

(1,661

)

 

$

(910

)

   September 30, 2022   December 31, 2021   Change 
             
Short-term deferred revenue and customer prepayments  $(12,148  $(7,912  $(4,236
Long-term deferred revenue   (1,833   (413   (1,420
Deferred expenses   588    560    28 
Sales allowances   (1,427   (1,464   37 

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 $1,149,000$2,236,000 and $2,015,000$3,845,000 for the three and ninesix months ended SeptemberJune 30, 2022,2023, respectively, and $874,000$1,136,000 and $3,955,000$931,000 for the three and ninesix months ended SeptemberJune 30, 2021, respectively,2022 that was included in deferred revenue at the beginning of eachthe respective period.

-13-

-11-


VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

September

June 30, 2022

2023

(unaudited)

(unaudited)

6.

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):​​​​​​​

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Cost of revenues

 

$

570

 

 

$

431

 

 

$

1,056

 

 

$

682

 

Selling, general and administrative

 

 

1,626

 

 

 

1,440

 

 

 

3,146

 

 

 

2,647

 

Research and development

 

 

816

 

 

 

751

 

 

 

1,627

 

 

 

1,287

 

Total stock-based compensation

 

$

3,012

 

 

$

2,622

 

 

$

5,829

 

 

$

4,616

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2022   2021   2022   2021 
                 
Cost of revenues  $479   $259   $1,161   $739 
Selling, general and administrative   1,537    1,033    4,184    2,665 
Research and development   813    575    2,100    1,601 
                     
Total stock-based compensation  $2,829   $1,867   $7,445   $5,005 
                     

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Stock options

 

$

2,701

 

 

$

2,351

 

 

$

5,197

 

 

$

4,110

 

ESPP

 

 

311

 

 

 

271

 

 

 

632

 

 

 

506

 

Total stock-based compensation

 

$

3,012

 

 

$

2,622

 

 

$

5,829

 

 

$

4,616

 

   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2022   2021   2022   2021 
                 
Stock options  $2,531   $1,661   $6,641   $4,328 
ESPP   298    206    804    677 
   
 
 
                
Total stock-based compensation  $2,829   $1,867   $7,445   $5,005 
   
 
 
                

7.

Rental Income

Income, net under the Company’s operating lease agreement, for its owned facility leased to a third party in California, was approximately $

198,000
for each of the three monthsmonth periods ended SeptemberJune 30, 2023 and 2022 and 2021$396,000 for each of the six month periods ended June 30, 2023 and
$594,000
for the nine months ended September 30, 2022 and 2021.
2022.

8.

Income Taxes

The provision (benefit) for income taxes 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.

pre-tax
income.
-14-

VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Provision for income taxes

 

$

2,537

 

 

$

802

 

 

$

3,678

 

 

$

754

 

Effective income tax rate

 

 

12.9

%

 

 

7.0

%

 

 

11.5

%

 

 

4.6

%

   Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
   2022  2021  2022  2021 
              
Provision (benefit) for income taxes  $641  $(886 $1,395  $(30
Effective income tax rate   26.3  (7.2)%   7.4  (0.1)% 

The effective tax rates were lower than the statutory tax rates for the three and ninesix months ended SeptemberJune 30, 20222023 and 20212022 primarily due to the Company’s full valuation allowance position against domestic deferred tax assets. The provision (benefit) for income taxes for the three and ninesix months ended SeptemberJune 30, 20222023 and 20212022 included estimated federal, state and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes, offset by excess tax benefits related to stock based compensation during those periods.

attributes.

As of SeptemberJune 30, 2022,2023, the Company has a valuation allowance of approximately $43,329,000$47,413,000 against all net 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. Despite recent positive operating results, the Company is in a cumulative loss position as of September 30, 2022, primarily due to tax deductions on 2020 and 2021 exercises of stock-based compensation. The Company faces uncertainties in forecasting its operating results due to supply and factory capacity constraints, certain process issues with the production of Advanced Products and the unpredictability in certain markets. This operating uncertainty also makes it difficult to predict the availability and utilization of tax

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

June 30, 2023

(unaudited)

benefits over the next several years. As a result, management has concluded, as of SeptemberJune 30, 2022,2023, it is more likely than not the Company’s net domestic deferred tax assets will not be realized, and a full valuation allowance against all net domestic deferred tax assets is still warranted as of SeptemberJune 30, 2022.2023. 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 operating results continue, and the Company’s concerns about industry uncertainty and world events, supply and factory capacity constraints, and process issues with the production of Advanced Products are resolved, and the amount of tax benefits the Company is able to utilize to the point that the Company believes future taxable income can be more reliably forecasted, the Company may release all or a portion of the valuation allowance in the near-term. 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 Condensed Consolidated Statements of Operations, the effect of which would be an increase in reported net income.

The Company was informed in September 2021 by the Internal Revenue Service of their intention to examine the Company’s 2019 Federal income tax return. The IRS is in the process of closing examination of the 2019 tax year with no material adjustments. There are no other audits or examinations in process in any other jurisdiction.

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VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)

9.

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,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Vicor Corporation

 

$

17,101

 

 

$

10,593

 

 

$

28,345

 

 

$

15,592

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic net income per share-weighted
   average shares (1)

 

 

44,230

 

 

 

43,973

 

 

 

44,196

 

 

 

43,963

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Employee stock options (2)

 

 

676

 

 

 

893

 

 

 

711

 

 

 

947

 

Denominator for diluted net income per share – adjusted
   weighted-average shares and assumed conversions

 

 

44,906

 

 

 

44,866

 

 

 

44,907

 

 

 

44,910

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.39

 

 

$

0.24

 

 

$

0.64

 

 

$

0.35

 

Diluted net income per share

 

$

0.38

 

 

$

0.24

 

 

$

0.63

 

 

$

0.35

 

(1)
Denominator represents the weighted average number of shares of Common Stock and Class B Common Stock outstanding.
(2)
Options to purchase 1,574,000 and 1,307,000 shares of Common Stock for the three and six months ended June 30, 2023, respectively, and options to purchase 898,640 and 658,014 shares of Common Stock for the three and six months ended June 30, 2022, respectively, were not included in the calculations of net income per share as the effect would have been antidilutive.
   Three Months Ended
September 30,
   Nine Months Ended
September 30,
 
   2022   2021   2022   2021 
Numerator:
                    
Net income attributable to Vicor Corporation  $1,792   $13,259   $17,384   $47,745 
                     
Denominator:                    
Denominator for basic net income per share-weighted average shares (1)   44,031    43,710    43,986    43,573 
Effect of dilutive securities:                    
Employee stock options (2)   867    1,324    920    1,332 
                     
Denominator for diluted net income per share – adjusted weighted-average shares and assumed conversions   44,898    45,034    44,906    44,905 
                     
Basic net income per share  $0.04   $0.30   $0.40   $1.10 
                     
Diluted net income per share  $0.04   $0.29   $0.39   $1.06 
                     
(1)
Denominator represents the weighted average number of shares of Common Stock and Class B Common Stock outstanding.
(2)Options to purchase 1,037,640 and 772,240 shares of Common Stock for the three and nine months ended September 30, 2022, respectively, and options to purchase 76,114 and 134,822 shares of Common Stock for the three and nine months ended September 30, 2021, respectively, were not included in the calculations of net income per share as the effect would have been antidilutive.

10.

Commitments and Contingencies

At SeptemberJune 30, 2022,2023, the Company had approximately $27,804,000$16,768,000 of cancelable and

non-cancelable
capital expenditure commitments, principally for manufacturing equipment, and approximately $6,637,000$1,883,000 of capital expenditure items which had been received and included in Property, plant and equipment in the accompanying Condensed Consolidated Balance Sheets, but not yet paid for.

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 (the “District Court”) for the Eastern District of Texas. The complaint, as amended, alleged that the Company’s unregulated bus converters used in intermediate bus architecture power supply systems infringed SynQor’s U.S. patent

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

June 30, 2023

(unaudited)

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, and collectively the “SynQor Patents”). The Company asserted counterclaims against SynQor alleging unfair competition and tortious interference with business relations (the “Counterclaims”). As a result of certain actions by the United States Patent and Trademark Office (“USPTO”) and the District Court, SynQor’s infringement allegations regarding the ‘021 patent and the ‘290 patent were dismissed from the case prior to the beginning of trial. Specifically, the USPTO invalidated all the asserted claims of the ‘021 patent and that decision was upheld on appeal on August 30, 2017. In addition, on October 5, 2022, the District Court issued an order involuntarily dismissing the ‘290 patent infringement allegations on grounds of equitable and judicial estoppel, in view of representations by SynQor to the District Court agreeing to such dismissal as a condition of lifting a prior stay of the lawsuit.

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VICOR CORPORATION
Notes to Condensed Consolidated Financial Statements
September 30, 2022
(unaudited)
Appeals for the Federal Circuit issued a decision upholding a decision of the Patent Trial and Appeal Board of the USPTO invalidating all claims of the ‘290 patent.

A trial in the District Court began on October 17, 2022 on the asserted claims of the ‘190 patent and the ‘702 patent, as well as on the Company’s Counterclaims. The District Court dismissed the Company’s Counterclaims on October 25, 2022. On October 26, 2022, the jury returned a verdict on SynQor’s patent infringement claims, finding that the Company willfully infringed the ‘702 patent, but did not infringe the ‘190 patent. The jury awarded SynQor damages in the amount of $6,500,000$6,500,000 for infringement of the ‘702 patent. All of the SynQor Patents expired in 2018.

The Company anticipates filing

On December 23, 2022, SynQor filed in the District Court (a) a post-trial motion seeking entry offor judgment of non-infringement of the ‘702 patent as a matter of law.law that the Company infringed the ‘190 patent, (b) a motion requesting the District Court to award SynQor treble damages, as well as pre- and post-judgment interest, (c) a motion requesting the District Court to award SynQor its attorneys’ fees, and (d) a motion for a new trial. On December 23, 2022, the Company filed in the District Court (a) a motion requesting judgment as a matter of law that it did not infringe the ‘702 patent, and (b) a motion requesting judgment with respect to its defenses of equitable estoppel and waiver. The Court has not yet acted on any of these motions. To the extent that the District Court ultimately rules against the Company intendswith respect to appealany of the aforementioned motions, the Company anticipates appealing those rulings to the United States Court of Appeals for the Federal CircuitCircuit. The Company similarly anticipates appealing the construction of claim limitations of the ‘190 and ‘702 patents and the dismissal ofDistrict Court’s order dismissing the Company’s Counterclaims. SynQor may move the District Court to increase the jury award and pursue its appellate options with respect to claims found to be invalid or not infringed.

Counterclaims against SynQor.

In accordance with applicable accounting standards, the Company has recorded a litigation related accrual of $6,500,000$6,500,000 in the third quarter of 2022 as its estimate based on the jury award, using estimated outcomes ranging from $0$0 to treble damages plus attorney fees.

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

11.

Impact of Recently Issued Accounting Standards

New pronouncements issued but not effective until after SeptemberJune 30, 20222023 are not expected to have a material impact on the Company’s consolidated financial statements.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

SeptemberJune 30, 20222023

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, 2021 and the risk factors described in this Quarterly Report on Form 10-Q.2022. 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 regarding our and our customers’ ability to effectively conduct business during the pandemic; our ability to address certain supply chain risks; our 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 together with our available cash and cash equivalents and short-term investments will be sufficient to fund planned operational needs, capital equipment purchases, and planned construction, 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, 20212022 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 under Part II, Item 1A – “Risk Factors.Operations.” 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.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

SeptemberJune 30, 20222023

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 ArchitectureArchitecture™ (“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 (“AI”). Our customers in the AI market segment include 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.

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 sources. Customer forecasts, particularly those of OEM, ODM, and contract manufacturing customers to which we supply Advanced Products in high volumes, are subject to scheduling changes on short notice, contributing to operating inefficiencies and excess costs. In addition, external factors such as supply chain uncertainties, which are often associated with the cyclicality of the electronics industry, regional macroeconomic and trade-related circumstances, and force majeure events (most recently evidenced by the COVID-19 pandemic), have caused our operating results to vary meaningfully. Supply chain disruptions, including those associated with lockdowns in China due to their zero-COVID policy, those associated with our reliance on outsourced package process steps that are essential in the production of some of our Advanced Products,

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

and those relating, for example, to the procurement of raw material, have in the past negatively impacted and may in the future negatively impact our operating results. We have taken steps to mitigate the impact of supply chain disruptions by, among other things and in varying degrees, moving outsourced manufacturing steps in-house to the Company, ordering supplies with extended lead times, paying higher prices for certain supplies or outsourced production, and expediting deliveries at a cost premium. The resulting

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

June 30, 2023

impact of the steps taken to mitigate supply chain disruptions have, to varying degrees and at different times, reduced our revenue, gross margin, operating profit and cash flow and may continue to do so in the future. While we continue to make progress in moving outsourced manufacturing steps in-house to the Company, we are still experiencing long lead times on certain raw material components, sporadic disruptions related to shutdowns in China as a result of their zero-COVID policy, and uncertainty of output from our outsourced manufacturing supplier. Our quarterly gross margin as a percentage of net revenues may vary, depending on production volumes, average selling prices, average unit costs, the mix of products sold during that quarter, and the level of importation of raw materials subject to tariffs. Our quarterly operating margin as a percentage of net revenues also may vary with changes in revenue and product level profitability, but our operating costs aside from recent increases in legal expense associated with the intellectual property litigation with SynQor Inc., are largely associated with compensation and related employee costs, which are not subject to sudden or significant changes.

Ongoing / Potential Impacts of the COVID-19 Pandemic on the Company

As of the date of this report, the number of Company employees diagnosed with COVID-19 and the corresponding absenteeism due to COVID-19 are negligible. While the productivity of our factory is not currently impacted by COVID-19, productivity may be reduced if quarantine rates increase or if the number of employees diagnosed with COVID-19 requires further implementation of restrictive health and safety measures, including factory closure.were to increase. We continue to operate with three shifts in our factory, and, with few exceptions, our engineering, sales, and administrative personnel are working from the Company’s offices.

We are closely monitoring the operating performance and financial health of our customers, business partners, and suppliers, but an extended period of operational constraints brought about by the pandemic could cause financial hardship within our customer base and supply chain. Such hardship may continue to disrupt customer demand and limit our customers’ ability to meet their obligations to us. Similarly, such hardship within our supply chain could continue to restrict our access to raw materials or services. Additionally, restrictions or disruptions of transportation, such as reduced availability of cargo transport by ship or air, have resulted and may continue to result in higher costs and inbound and outbound delays.

Although there is uncertainty regardingas to whether COVID-19 levels will rise back to the extent to whichlevels seen during the pandemic will continue tothat would impact our operational and financial results in the future, the Company’s high level of liquidity, flexible operational model, existing raw material inventories, and increased use of second sources for critical manufacturing inputs together support management’s belief that the Company will be able to effectively continue to conduct business until the pandemic passes.business.

We are monitoring the rapidly changing circumstances, and may take additional actions to address COVID-19 risks as they evolve. Because much of the potential negative impact of the pandemic is associated with risks outside of our control, we cannot estimate the extent of such impact on our financial or operational performance, or when such impact might occur.

Changes from Previously Disclosed Results

As discussed below, we reported net income for the third quarter of 2022 of $1,792,000, or $0.04 per diluted share, compared to $13,259,000, or $0.29 per diluted share, for the third quarter of 2021. Initially, in our earnings release issued on October 25, 2022, we had disclosed net income for the third quarter of 2022 of $8,091,000, or $0.18 per diluted share. On October 26, 2022, after the earnings release and related earnings call, the jury in the patent litigation with SynQor, Inc. (“SynQor”) awarded SynQor damages in the amount of $6,500,000 for infringement of a SynQor patent. The Company anticipates filing a post-trial motion seeking entry of judgment of non-infringement of the SynQor patent as a matter of law. The Company intends to appeal to the United States Court of Appeals for the Federal Circuit the construction of claim limitations of the SynQor patents and the dismissal of the Company’s counterclaims against SynQor. In light of the jury award, the Company has recorded a litigation related accrual of $6,500,000 in the third quarter of 2022, resulting in the decrease in our reported net income and net income per share from the amounts previously disclosed in our earnings release, as well as a corresponding $6,500,000 increase in operating expenses to $43,966,000 from the previously disclosed $37,466,000. See Note 10 to the Condensed Consolidated Financial Statements for additional information regarding the SynQor litigation related accrual.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

Summary of ThirdSecond Quarter 20222023 Financial Performance Compared to SecondFirst Quarter 20222023 Financial Performance

The following summarizes our financial performance for the thirdsecond quarter of 2022,2023, compared to the secondfirst quarter of 2022:

2023:

Net revenues increased 0.9%9.1% to $103,118,000 for the third quarter of 2022, from $102,186,000$106,747,000 for the second quarter of 2022.2023, from $97,816,000 for the first quarter of 2023. Net revenues for Brick Products increased 27.2%decreased 15.7% compared to the secondfirst quarter of 2022,2023, primarily due to market conditions and a shift in resource allocation to the Advanced Products. Advanced Products net revenues increased 31.6% compared to the first quarter of 2023 primarily due to improved supply chain cycle-times and the ability to shift manufacturing resources to focus on available backlog, as well as, favorable market conditions in North America and Europe for Brick Products. Advanced Products net revenue decreased 12.5% compared to the second quarter of 2022 primarily due to continued supply constraints leading to longer cycle-times and schedule delays, as well as, the impact of issuing a return material authorization in the third quarter for approximately $6,000,000.

backlog.

Export sales represented approximately 70.1%68.1% of total net revenues in the thirdsecond quarter of 20222023 as compared to 69.2%64.3% in the secondfirst quarter of 2022.

2023.

Gross margin increased to $46,970,000 for the third quarter of 2022 from $46,849,000$55,173,000 for the second quarter of 2022, but2023 from $46,534,000 for the first quarter of 2023, with gross margin, as a percentage of net revenues, decreasedincreasing to 45.5% for the third quarter of 2022 from 45.8%51.7% for the second quarter of 2022.2023 from 47.6% for the first quarter of 2023. The decreaseincrease in gross margin dollars and gross margin percentage was primarily due to the favorable changes in higher sales volume and improved sales mix, and certain reductions in supply chain costs, including a net resultreduction of favorable overhead absorption$851,000 in outsourced manufacturing costs partially offset by increasedincremental costs of bringing production in-house for certain Advanced Products, and a reduction of freight-in and tariff costsspending of $529,000 (net of approximately $2,800,000 in duty drawback recovery of previously paid tariffs in the second quarter of 2023 and higher processing costs at outside vendors.

$3,000,000 in duty drawback recovery in the first quarter of 2023).

Backlog, which represents the total value of orders for products for which shipment is scheduled within the next 12 months, was approximately $371,637,000 at the end of the third quarter of 2022, as compared to $410,015,000$217,275,000 at the end of the second quarter of 2022. The decrease in backlog was2023, as compared to $271,283,000 at the end of the first quarter of 2023.
Operating expenses for the second quarter of 2023 increased $1,218,000, or 3.4%, to $37,310,000 from $36,092,000 for the first quarter of 2023. Selling, general and administrative expenses increased approximately $152,000. Research and development expenses increased approximately $1,066,000, primarily due to an increaseincreases in net revenues combined with a decline in bookings during the quarter as a result of securing bookings in prior quarters that now form a large part of our backlog.

project and pre-production materials and engineering supplies.

Operating expenses for the third quarter of 2022 increased $8,415,000, or 23.7%, to $43,966,000 from $35,551,000 for the second quarter of 2022. Selling, general, and administrative expenses increased approximately $2,684,000, primarily due to an increase in legal fees. Research and development expenses decreased approximately $769,000, primarily due to a decrease in project and pre-production materials. Litigation-related expense related to the SynQor litigation was $6,500,000 for the third quarter of 2022. See Note 10 to the Condensed Consolidated Financial Statements for additional information.

We reported net income for the thirdsecond quarter of 20222023 of $1,792,000,$17,101,000, or $0.04$0.38 per diluted share, compared to net income of $10,593,000,$11,244,000, or $0.24$0.25 per diluted share, for the first quarter of 2023.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

June 30, 2023

For the second quarter of 2022.

For the third quarter of 2022,2023, depreciation and amortization totaled $3,585,000$4,449,000 and capital additions totaled $14,401,000$8,538,000 as compared to depreciation and amortization of $3,369,000$4,199,000 and capital additions of $14,195,000$10,089,000 for the first quarter of 2023.

Inventories decreased by approximately $776,000, or 0.7%, to $106,606,000 at June 30, 2023, compared to $107,382,000 at March 31, 2023.

Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022

Net revenues for the second quarter of 2022.

Inventories increased by approximately $11,281,000, or 13.6%, to $94,336,000 at September 30, 2022, compared to $83,055,000 at June 30, 2022, primarily consisting of raw materials.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

Net revenues for the third quarter of 20222023 were $103,118,000,$106,747,000, an increase of $18,207,000,$4,561,000, or 21.4%4.5%, as compared to $84,911,000$102,186,000 for the thirdsecond quarter of 2021.2022. Net revenues, by product line, for the three months ended SeptemberJune 30, 20222023 and 20212022 were as follows (dollars in thousands):

          Increase 

 

 

 

 

 

 

Increase (decrease)

 

  2022   2021   $   % 

 

2023

 

 

2022

 

 

$

 

 

%

 

Advanced Products

 

$

67,513

 

 

$

67,663

 

 

$

(150

)

 

 

(0.2

)%

Brick Products

  $43,916  $41,444  $2,472   6.0

 

 

39,234

 

 

 

34,523

 

 

 

4,711

 

 

 

13.6

%

Advanced Products

   59,202   43,467   15,735   36.2
  

 

   

 

   

 

   

 

 

Total

  $103,118  $84,911  $18,207   21.4

 

$

106,747

 

 

$

102,186

 

 

$

4,561

 

 

 

4.5

%

  

 

   

 

   

 

   

 

 

The increase in net revenues for Advanced Products was primarily the result of growth in the data center and high performance computing business.

The increase in net revenues for Brick Products was primarily due to favorable market conditions and available capacity in North America and Europe and a rebound in the business after several quarters of declining revenues.manufacturing.

Gross margin for the thirdsecond quarter of 20222023 increased $4,157,000,$8,324,000, or 9.7%17.8%, to $46,970,000,$55,173,000, from $42,813,000$46,849,000 for the thirdsecond quarter of 2021.2022. Gross margin, as a percentage of net revenues, decreasedincreased to 45.5%51.7% for the thirdsecond quarter of 2022,2023, compared to 50.4%45.8% for the thirdsecond quarter of 2021.2022. The increase in gross margin dollars was due to the increase in net revenues. The decrease inand gross margin percentage was primarily due to unfavorablefavorable changes in product mix, a negative impact from production inefficiencies associated with initial production volumes of new products,higher sales volume and certain reductions in supply chain cost increases.costs, including a reduction of $3,904,000 in outsourced manufacturing costs partially offset by incremental costs of bringing production in-house for certain Advanced Products, and a reduction of freight-in and tariff spending of $4,142,000 (net of approximately $2,800,000 in duty drawback recovery of previously paid tariffs in the second quarter of 2023 and $0 in duty drawback recovery in the second quarter of 2022).

-22-


VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

Selling, general and administrative expenses were $22,719,000$20,375,000 for the thirdsecond quarter of 2022,2023, an increase of $5,397,000,$340,000, or 31.2%1.7%, from $17,322,000$20,035,000 for the thirdsecond quarter of 2021.2022. Selling, general and administrative expenses as a percentage of net revenues increaseddecreased to 22.0%19.1% for the thirdsecond quarter of 20222023 from 20.4%19.6% for the thirdsecond quarter of 2021.2022. The components of the $5,397,000$340,000 increase in selling, general and administrative expenses for the thirdsecond quarter of 20222023 from the thirdsecond quarter of 20212022 were as follows (dollars in thousands):

  Increase (decrease) 

 

Increase (decrease)

 

Legal fees

  $3,538   399.4%(1) 

Compensation

   694   6.3%(2) 

Advertising

   546   68.7%(3) 

 

$

430

 

 

 

46.5

%

 

 

(1

)

Depreciation and amortization

   300   36.3%(4) 

 

 

237

 

 

 

25.1

%

 

 

(2

)

Audit and accounting fees

   236   48.1%(5) 

Audit fees

 

 

176

 

 

 

69.9

%

 

 

(3

)

Travel expense

   235   67.4%(6) 

 

 

165

 

 

 

32.6

%

 

 

(4

)

Outside services

 

 

150

 

 

 

21.5

%

 

 

(5

)

Project materials

 

 

131

 

 

 

301.3

%

 

 

 

Compensation

 

 

125

 

 

 

1.0

%

 

 

 

Legal fees

 

 

(1,426

)

 

 

(62.5

)%

 

 

(6

)

Other, net

   (152)    (5.1)

 

 

352

 

 

 

16.2

%

 

 

 

  

 

   

 

$

340

 

 

 

1.7

%

 

 

 

  $5,397   31.2
  

 

   

(1)

Increase primarily attributable to an increase in activity related to the SynQor litigation (see Note 10 to the Condensed Consolidated Financial Statements) and for certain corporate legal matters.

(2)

Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2022, and higher stock-based compensation expense associated with stock options awarded in April 2022.

(3)

Increase primarily attributable to increases in sales support expenses, direct mailings, and advertising in trade publications.

(4)

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

(5)

Overall

(1)
Increase primarily attributable to increases in sales support expenses, direct mailings, and advertising in trade publications.
(2)
Increase attributable to net additions of furniture and fixtures and capitalization of building improvements.
(3)
Represents overall increase in audit and tax fees.

(6)

Increase primarily attributable to an increase in travel by the Company’s sales and marketing personnel.

-23-

-18-


Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

SeptemberJune 30, 20222023

(4)
Increase primarily attributable to an increase in travel by the Company’s sales and marketing personnel.
(5)
Increase primarily attributable to an increase in the use of outside service providers at our Andover, MA facility.
(6)
Decrease primarily attributable to a decrease in activity related to the SynQor litigation (see Note 10 to the Condensed Consolidated Financial Statements).

Research and development expenses were $14,747,000$16,935,000 for the thirdsecond quarter of 2022,2023, an increase of $1,228,000,$1,419,000, or 9.1%, compared to $13,519,000$15,516,000 for the thirdsecond quarter of 2021.2022. As a percentage of net revenues, research and development expenses decreasedincreased to 14.3% for the third quarter of 2022 from 15.9% for the thirdsecond quarter of 2021.2023 from 15.2% for the second quarter of 2022. The components of the $1,228,000$1,419,000 increase in research and development expenses were as follows (dollars in thousands):

  Increase (decrease) 

 

Increase (decrease)

 

 

 

 

Compensation

  $654    6.7%(1) 

 

$

826

 

 

 

8.0

%

 

 

(1

)

Project and pre-production materials

 

 

561

 

 

 

22.6

%

 

 

(2

)

Computer and software expense

 

 

121

 

 

 

53.4

%

 

 

 

Supplies

   348    91.8%(2) 

 

 

114

 

 

 

16.4

%

 

 

 

Facilities allocations

   139    19.8

Computer and software expense

   136    74.1

Depreciation and amortization

   116    22.9

 

 

92

 

 

 

15.4

%

 

 

 

Outside services

   96    82.6

Deferred costs

 

 

(167

)

 

 

(167.0

)%

 

 

(3

)

Overhead absorption

   (146   (28.7)% 

 

 

(326

)

 

 

(79.2

)%

 

 

(4

)

Project and pre-production materials

   (387   (19.7)%(3) 

Other, net

   272   56.8

 

 

198

 

 

 

11.5

%

 

 

 

  

 

   

 

$

1,419

 

 

 

9.1

%

 

 

 

  $1,228   9.1
  

 

   

(1)

Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2022,

(1)
Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2023, and higher stock-based compensation expense associated with stock options awarded in April 2022.

(2)

Increase in engineering supplies.

(3)

Decrease primarily attributable to decreased prototype development costs for Advanced Products.

Litigation-related expense was $6,500,000associated with stock options awarded in May 2023.

(2)
Increase primarily attributable to increased prototype development costs for Advanced Products.
(3)
Decrease primarily attributable to an increase in deferred costs capitalized for certain non-recurring engineering projects for which the third quarter of 2022 which related revenues had been deferred.
(4)
Decrease primarily attributable to the SynQor litigation, asan increase in research and development (“R&D”) personnel incurring time on production activities, compared to $0 for the third quarter of 2021. See Note 10 to the Condensed Consolidated Financial Statements for additional information.

R&D activities.

The significant components of “Other''Other income (expense), net”net'' for the three months ended SeptemberJune 30, and the changes between the periods were as follows (in thousands):

  2022   2021   Increase
(decrease)
 

 

2023

 

 

2022

 

 

Increase (decrease)

 

Foreign currency losses, net

  $(453  $(110  $(343

Interest income (expense), net

   (315   267   (582

 

$

1,785

 

 

$

274

 

 

$

1,511

 

Rental income

   198   198   —  

 

 

198

 

 

 

198

 

 

 

 

Foreign currency losses, net

 

 

(212

)

 

 

(397

)

 

 

185

 

Other, net

   2   39   (37

 

 

5

 

 

 

9

 

 

 

(4

)

  

 

   

 

   

 

 

 

$

1,776

 

 

$

84

 

 

$

1,692

 

  $(568  $394  $(962
  

 

   

 

   

 

 

-24-


VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of Vicor Japan Company, Ltd. (“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 subsidiaries in Europe and Asia experienced more unfavorablefavorable foreign currency exchange rate fluctuations in the thirdsecond quarter of 20222023 compared to the thirdsecond quarter of 2021. “Interest2022. Interest income (expense), net” includes an immaterial error correction of $990,000 relatedfor the three months ended June 30, 2023 has increased due to higher interest rates received on the amortization of bond premiums on available for sale securities.cash and cash equivalents balance the Company holds.

Income before income taxes was $2,436,000$19,639,000 for the thirdsecond quarter of 2022, 2023,as compared to $12,366,000$11,382,000 for the third secondquarter of 2021.2022.

-19-


Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

June 30, 2023

The provision (benefit) for income taxes and the effective income tax rates for the three months ended SeptemberJune 30, 20222023 and 20212022 were as follows (dollars in thousands):

  2022 2021 

 

2023

 

 

2022

 

Provision (benefit) for income taxes

  $641 $(886

Provision for income taxes

 

$

2,537

 

 

$

802

 

Effective income tax rate

   26.3  (7.2)% 

 

 

12.9

%

 

 

7.0

%

The effective tax rates were lower than the statutory tax rates for the three months ended SeptemberJune 30, 20222023 and 20212022 primarily due to the Company’s full valuation allowance position against domestic deferred tax assets. The provision (benefit) for income taxes for the three months ended SeptemberJune 30, 20222023 and 20212022 included estimated federal, state and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes, offset by excess tax benefits related to stock based compensation during those periods.attributes.

See Note 8 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.

We reported net income for the thirdsecond quarter of 20222023 of $1,792,000,$17,101,000, or $0.04$0.38 per diluted share, compared to $13,259,000,$10,593,000, or $0.29$0.24 per diluted share, for the thirdsecond quarter of 2021.2022.

NineSix Months Ended SeptemberJune 30, 20222023 Compared to NineSix Months Ended SeptemberJune 30, 20212022

Net revenues for the ninesix months ended SeptemberJune 30, 20222023 were $293,586,000,$204,563,000, an increase of $24,503,000,$14,095,000, or 9.1%7.4%, from $269,083,000$190,468,000 for the ninesix months ended SeptemberJune 30, 2021.2022. Net revenues, by product line, for the ninesix months ended SeptemberJune 30, 20222023 and the ninesix months ended SeptemberJune 30, 20212022 were as follows (dollars in thousands):

          (Decrease) increase 

 

 

 

 

 

 

(Decrease) increase

 

  2022   2021   $   % 

 

2023

 

 

2022

 

 

$

 

 

%

 

Advanced Products

 

$

118,804

 

 

$

120,588

 

 

$

(1,784

)

 

 

(1.5

)%

Brick Products

  $113,796  $150,255  $(36,459   (24.3)% 

 

 

85,759

 

 

 

69,880

 

 

 

15,879

 

 

 

22.7

%

Advanced Products

   179,790   118,828   60,962   51.3
  

 

   

 

   

 

   

Total

  $293,586  $269,083  $24,503   9.1

 

$

204,563

 

 

$

190,468

 

 

$

14,095

 

 

 

7.4

%

  

 

   

 

   

 

   

The increasedecrease in net revenues for Advanced Products was primarily the result of growth in the data centerdue to manufacturing constraints and high performance computing business.schedule delays. The decreaseincrease in net revenues for Brick Products was primarily due to unfavorablefavorable market conditions and available capacity in the Asia Pacific region and a shift in resource allocation to the Advanced Products.manufacturing.

-25-


VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

Gross margin for the ninesix months ended SeptemberJune 30, 2022 decreased $5,964,000,2023 increased $17,257,000, or 4.3%20.4%, to $131,420,000$101,707,000 from $137,384,000$84,450,000 for the ninesix months ended SeptemberJune 30, 2021.2022. Gross margin, as a percentage of net revenues, decreasedincreased to 44.8%49.7% for the ninesix-month period ended June 30, 2023, as compared to 44.3% for the six month period ended SeptemberJune 30, 2022, as compared to 51.1% for the nine month period ended September 30, 2021.2022. The decreaseincrease in gross margin dollars and gross margin percentage was primarily due to favorable changes in product mix, a negative impact from production inefficiencies associated with initial production volumes of new products,higher sales volume, and certain reductions in supply chain cost increases.costs, including a reduction of $5,444,000 in outsourced manufacturing costs partially offset by incremental costs of bringing production in-house for certain Advanced Products, and a reduction of freight-in and tariff spending of $7,934,000 (net of approximately $5,800,000 in duty drawback recovery of previously paid tariffs in the six months ended June 30, 2023 and $0 in duty drawback recovery in the six months ended June 30, 2022), partially offset by an unfavorable sales mix.

Selling, general and administrative expenses were $61,322,000$40,598,000 for the ninesix months ended SeptemberJune 30, 2022,2023, an increase of $10,457,000,$1,995,000, or 20.6%5.2%, compared to $50,865,000$38,603,000 for the ninesix months ended SeptemberJune 30, 2021.2022. Selling, general and administrative expenses as a percentage of net revenues increaseddecreased to 20.9%19.8% for the ninesix months ended SeptemberJune 30, 20222023 from 18.9%20.3% for the ninesix months ended SeptemberJune 30, 2021.2022. The components of the $10,457,000$1,995,000 increase in selling, general and administrative expenses for the ninesix months ended SeptemberJune 30, 20222023 compared to the ninesix months ended SeptemberJune 30, 20212022 were as follows (dollars in thousands):

   Increase (decrease) 

Legal fees

  $5,562   250.0%(1) 

Compensation

   2,645   8.0%(2) 

Outside services

   804   45.0%(3) 

Depreciation and amortization

   732   29.8%(4) 

Travel expense

   621   75.1%(5) 

Advertising

   522   21.8%(6) 

Commissions

   (365   (13.9)%(7) 

Other, net

   (64   (1.2)% 
  

 

 

   
  $10,457   20.6
  

 

 

   

(1)

Increase primarily attributable to an increase in activity related to the SynQor litigation (see Note 10 to the Condensed Consolidated Financial Statements) and for certain corporate legal matters.

(2)

Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2022, and higher stock-based compensation expense associated with stock options awarded in April 2022.

(3)

Increase primarily attributable to an increase in the use of outside service providers at our Andover, MA facility.

(4)

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

(5)

Increase primarily attributable to an increase in travel by the Company’s sales and marketing personnel.

(6)

Increase primarily attributable to increases in sales support expenses, direct mailings, and advertising in trade publications.

(7)

Decrease primarily attributable to a decrease in net revenues subject to commissions.

-26--20-


Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

SeptemberJune 30, 20222023

 

 

Increase (decrease)

 

Advertising

 

$

792

 

 

 

50.1

%

 

 

(1

)

Compensation

 

 

666

 

 

 

2.8

%

 

 

(2

)

Commissions

 

 

338

 

 

 

23.6

%

 

 

(3

)

Travel expense

 

 

268

 

 

 

30.9

%

 

 

(4

)

Depreciation and amortization

 

 

261

 

 

 

12.7

%

 

 

(5

)

Bank fees

 

 

147

 

 

 

45.7

%

 

 

 

Project materials

 

 

119

 

 

 

183.5

%

 

 

 

Outside services

 

 

116

 

 

 

7.6

%

 

 

 

Consultants

 

 

(319

)

 

 

(88.2

)%

 

 

(6

)

Legal fees

 

 

(1,150

)

 

 

(34.2

)%

 

 

(7

)

Other, net

 

 

757

 

 

 

24.9

%

 

 

 

 

$

1,995

 

 

 

5.2

%

 

 

 

(1)
Increase primarily attributable to increases in sales support expenses, direct mailings, and advertising in trade publications.
(2)
Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2023, and higher stock-based compensation expense associated with stock options awarded in May 2023.
(3)
Increase primarily attributable to an increase in net revenues subject to commissions.
(4)
Increase primarily attributable to an increase in travel by the Company’s sales and marketing personnel.
(5)
Increase attributable to net additions of furniture and fixtures and capitalization of building improvements.
(6)
Decrease primarily attributable to a decrease in the use of consultants at our Andover, MA facility.

(7)
Decrease primarily attributable to a decrease in activity related to the SynQor litigation (see Note 10 to the Condensed Consolidated Financial Statements) and for certain corporate legal matters.

Research and development expenses were $44,516,000$32,804,000 for the ninesix months ended SeptemberJune 30, 2022,2023, an increase of $4,698,000,$3,035,000, or 11.8%10.2%, from $39,818,000$29,769,000 for the ninesix months ended SeptemberJune 30, 20212022. As a percentage of net revenues, research and development expenses increased to 15.2%16.0% for the nine month periodsix months ended SeptemberJune 30, 20222023 from 14.8%15.6% for the nine month periodsix months ended SeptemberJune 30, 2021.2022. The components of the $4,698,000$3,035,000 increase in research and development expenses for the ninesix months ended SeptemberJune 30, 20222023 compared to the ninesix months ended SeptemberJune 30, 20212022 were as follows (dollars in thousands):

  Increase 

 

Increase (decrease)

 

 

 

 

Compensation

  $1,865   6.5%(1) 

 

$

1,888

 

 

 

9.4

%

 

 

(1

)

Supplies

   821   76.8%(2) 

Project and pre-production materials

 

 

1,254

 

 

 

29.0

%

 

 

(2

)

Computer and software expense

 

 

199

 

 

 

43.4

%

 

 

(3

)

Depreciation and amortization

 

 

164

 

 

 

13.8

%

 

 

(4

)

Gases

 

 

138

 

 

 

41.0

%

 

 

 

Outside services

 

 

125

 

 

 

46.4

%

 

 

 

Deferred costs

 

 

(107

)

 

 

(66.9

)%

 

 

 

Overhead absorption

   413   22.8%(3) 

 

 

(866

)

 

 

(115.9

)%

 

 

(5

)

Depreciation and amortization

   297   19.6%(4) 

Facilities allocations

   271   13.1%(5) 

Computer and software expense

   219   39.2%(6) 

Travel expense

   156   143.8

Deferred costs

   140   29.2

Other, net

   516   6.3

 

 

240

 

 

 

6.1

%

 

 

 

  

 

   

 

$

3,035

 

 

 

10.2

%

 

 

 

  $4,698   11.8
  

 

   

(1)

Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2022, and higher stock-based compensation expense associated with stock options awarded in April 2022.

(2)

Increase in engineering supplies.

(3)

Increase primarily attributable to a decrease in R&D personnel incurring time on production activities, compared to R&D activities.

(4)

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

(5)

Increase primarily attributable to an increase in utilities and building maintenance expenses.

(6)

Increase primarily attributable to an increase in computer and software expenses.

-27-

(1)
Increase primarily attributable to an increase in headcount, annual compensation adjustments in May 2023, and higher stock-based compensation expense associated with stock options awarded in May 2023.

(2)
Increase primarily attributable to increased prototype development costs for Advanced Products.
(3)
Increase primarily due to increased activities to upgrade computer and software systems.

-21-


Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

SeptemberJune 30, 20222023

Litigation-related expense was $6,500,000 for the nine months ended September 30, 2022 which related

(4)
Increase attributable to the SynQor litigation, asnet additions of furniture and fixtures and capitalization of building improvements.
(5)
Decrease primarily attributable to an increase in R&D personnel incurring time on production activities, compared to $0 for the nine months ended September 30, 2021. See Note 10 to the Condensed Consolidated Financial Statements for additional information.

R&D activities.

The significant components of “Other''Other income (expense), net”net'' for the ninesix months ended SeptemberJune 30, 20222023 and the ninesix months ended SeptemberJune 30, 20212022 and the changes from period to period were as follows (in thousands):

  2022   2021   Increase
(decrease)
 

Foreign currency losses, net

  $(1,057  $(285  $(772

Rental income

   594   594   —  

Interest income (expense), net

   107   757   (650

Other, net

   34   (67   101
  

 

   

 

   

 

 
  $(322  $999  $(1,321

 

 

 

 

 

 

 

Increase

 

  

 

   

 

   

 

 

 

2023

 

 

2022

 

 

(decrease)

 

Interest income (expense), net

 

$

3,511

 

 

$

415

 

 

$

3,096

 

Rental income

 

 

396

 

 

 

396

 

 

 

-

 

Foreign currency losses, net

 

 

(193

)

 

 

(604

)

 

 

411

 

Other, net

 

 

12

 

 

 

39

 

 

 

(27

)

 

$

3,726

 

 

$

246

 

 

$

3,480

 

Our exposure to market risk fluctuations in foreign currency exchange rates relates to the operations of 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 subsidiaries in Europe and Asia have experienced more unfavorablefavorable foreign currency exchange rate fluctuations in 2022the first six months of 2023 compared to 2021. “Interestthe first six months of 2022. Interest income (expense), net” includes an immaterial error correction of $834,000 relatedfor the six months ended June 30, 2023 has increased due to higher interest rates received on the amortization of bond premiums on available for sale securities.cash and cash equivalents balance the Company holds.

Income before income taxes was $18,760,000$32,031,000 for the ninesix months ended SeptemberJune 30, 2022,2023, as compared to $47,700,000$16,324,000 for the ninesix months ended SeptemberJune 30, 2021.2022.

The provision (benefit) for income taxes and the effective income tax rates for the ninesix months ended SeptemberJune 30, 20222023 and 20212022 were as follows (dollars in thousands):

  2022 2021 

 

2023

 

 

2022

 

Provision (benefit) for income taxes

  $1,395 $(30

Provision for income taxes

 

$

3,678

 

 

$

754

 

Effective income tax rate

   7.4  (0.1)% 

 

 

11.5

%

 

 

4.6

%

The effective tax rates were lower than the statutory tax rates for the ninesix months ended SeptemberJune 30, 20222023 and 20212022 primarily due to the Company’s full valuation allowance position against domestic deferred tax assets. The provision (benefit) for income taxes for the ninesix months ended SeptemberJune 30, 20222023 and 20212022 included estimated federal, state and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes, offset by excess tax benefits related to stock based compensation during those periods.attributes.

See Note 8 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.

We reported net income for the ninesix months ended SeptemberJune 30, 20222023 of $17,384,000,$28,345,000, or $0.39$0.63 per diluted share, as compared to $47,745,000,$15,592,000, or $1.06$0.35 per diluted share, for the ninesix months ended SeptemberJune 30, 2021.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

2022.

Liquidity and Capital Resources

As of SeptemberJune 30, 2022,2023, we had $182,098,000$203,829,000 in cash and cash equivalents and $19,949,000 of highly liquid short-term investments.equivalents. The ratio of total current assets to total current liabilities was 5.6:7.6:1 as of SeptemberJune 30, 20222023 and 7.3:5.6:1 as of December 31, 2021.2022. Working capital, defined as total current assets less total current liabilities, decreased $13,873,000increased $30,755,000 to $293,794,000$328,810,000 as of SeptemberJune 30, 20222023 from $307,667,000$298,055,000 as of December 31, 2021.2022.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

June 30, 2023

The changes in working capital from December 31, 20212022 to SeptemberJune 30, 20222023 were as follows (in thousands):

  Increase
(decrease)
 

 

Increase
(decrease)

 

Cash and cash equivalents

  $(320

 

$

13,218

 

Short-term investments

   (25,266

Accounts receivable

   1,190

 

 

(1,611

)

Inventories

   27,014

 

 

5,196

 

Other current assets

   (1,225

 

 

(621

)

Accounts payable

   (2,815

 

 

6,882

 

Accrued compensation and benefits

   (410

 

 

(1,254

)

Accrued expenses

   (1,596

 

 

4,329

 

Accrued litigation

   (6,500

Short-term deferred revenue

   (4,236

 

 

6,577

 

Other

   291

 

 

(1,961

)

  

 

 

 

$

30,755

 

  $(13,873
  

 

 

The primary sources of cash for the ninesix months ended SeptemberJune 30, 20222023 were $25,000,000 from the sale or maturities of short-term investments, $22,010,000$29,153,000 generated from operations, and $4,147,000$2,722,000 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. The primary uses of cash during the ninesix months ended SeptemberJune 30, 20222023 were for the purchase of property and equipment of $51,279,000.$18,627,000.

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 ninesix months ended SeptemberJune 30, 2022.2023. As of SeptemberJune 30, 2022,2023, we had approximately $8,541,000 remaining available for repurchases of our Common Stock under the November 2000 Plan.

As of SeptemberJune 30, 2022,2023, we had a total of approximately $27,804,000$16,768,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing and production equipment, which we intend to fund with existing cash, and approximately $6,637,000$1,883,000 of capital expenditure items which had been received and included in Property, plant and equipment in the accompanying Condensed Consolidated Balance Sheets, but not yet paid for. As of September 30, 2022, we had approximately $7,627,000 of remaining capital expenditures expected to be incurred through the remainder of 2022 associated with the construction of a 90,000 sq. ft. addition to the Company’s existing manufacturing facility and the installation of new manufacturing and production equipment. Our primary needs for liquidity are for making continuing investments in manufacturing and production equipment and for funding the construction of the additional manufacturing space adjoining our existing Andover manufacturing facility, (as described above), including architectural and construction costs. We believe cash generated from operations together with our available cash and cash equivalents and short-term investments will be sufficient to fund planned operational needs, capital equipment purchases, and the planned construction, for both the foreseeable future.short and long term.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operation

September 30, 2022

We do not consider the impact of inflation or fluctuations in the exchange rates for foreign currency transactions to have been significant during the last three fiscal years.

Critical Accounting Policies and Estimates

There have been no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended SeptemberJune 30, 2022.2023. Refer to the section entitled “Critical Accounting Policies and Estimates” in Part II, Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.

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Vicor Corporation

SeptemberJune 30, 20222023

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, our short-term investments and fluctuations in foreign currency exchange rates. As our cash and cash equivalents and short-term investments consist principally of cash accounts, money market securities, and U.S. Treasury 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 SeptemberJune 30, 2022,2023, our long-term investment portfolio, recorded on our Condensed Consolidated Balance Sheet as “Long-term investment, 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”“mark-to-market” carrying value adjustments) recorded in “Accumulated other comprehensive loss”, 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 SeptemberJune 30, 2022.2023.

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 of 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.

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Vicor Corporation

June 30, 2023

Item 4 — Controls and Procedures

(a)
Disclosure regarding controls and procedures.

(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., SeptemberJune 30, 2022)2023). 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’scompany'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 SeptemberJune 30, 2022,2023, 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

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Vicor Corporation

September 30, 2022

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any control’s effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

(b)
Changes in internal control over financial reporting.

(b)

Changes in internal control over financial reporting.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended SeptemberJune 30, 2022,2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Vicor Corporation

Part II – Other Information

SeptemberJune 30, 20222023

Item 1 — Legal Proceedings

See Note 10. 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-KForm10-K for the year ended December 31, 2021, except for2022.

Item 5 — Other Information

During the following additional risk factor, which supplements and updates those risk factors discussed in our Form 10-K.

Our operations could be affected by the complex laws, rules and regulations to which our business is subject, and political and other actions may adversely impact our business.

We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, intellectual property ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption; business acquisitions; foreign exchange controls and cash repatriation restrictions; data privacy requirements; employment; product regulations; cybersecurity; environmental, health, and safety requirements; and climate change. Compliance with such requirements can be onerous and expensive and may impact our business operations negatively. Should any of these laws, rules and regulations be amendedthree months ended June 30, 2023, no director or expanded, or new ones enacted, we could incur materially greater compliance costs and/or restrictions on our ability to manufacture our products and operate our business.

Government actions, including trade protection and national security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could affect our ability or the ability of our customers and end users to sell products in certain countries and thereby have a material adverse effect on our business, revenue and results of operations. For example, in 2022, the U.S. government imposed additional export controls on certain advanced computing semiconductor chips (chips, advanced computing chips, integrated circuits (“ICs”)), certain semiconductor manufacturing items and transactions for certain IC end use, including supercomputer end uses. Furthermore, the U.S. government has continued to expand, the number of foreign entities on the Entity List (a restricted party list that imposes additional licensing requirements on shipments to listed parties). These recent export controls are, in part, intended to restrict the abilitySection 16 officer of the People’s RepublicCompany adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of China to obtain advanced computing chips, develop and maintain supercomputers, and manufacture advanced semiconductors. The implementation, interpretation and impact on our business of these rules and other regulatory actions taken by the U.S. government is uncertain and evolving, and these rules, other regulatory actions or changes, and other actions taken by the governments of either the U.S. or China, or both, that have occurred and may occur in the future could materially and adversely affect our business, revenue and results of operations.

While we have policies and procedures in place to ensure compliance with sanctions and trade restrictions and other applicable laws, our employees, contractors, partners, and agents may take actions in violation of such policies and applicable law, for which we may be ultimately held responsible. Intentional and unintentional violations of these laws can result in fines and penalties; criminal sanctions against us, our officers, or our employees; prohibitions on the conduct of our business; and damage to our reputation, any of which could have a material and adverse impact on our business, operating results and financial condition.

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Vicor Corporation

Part II – Other Information

September 30, 2022

Regulation S-K.

Item 6 — Exhibits

Exhibit Number

Description

3.1

    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 (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.

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.

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Table of Contents

(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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

VICOR CORPORATION

Date: November 3, 2022

By:August 4, 2023

By:

/s/ Patrizio Vinciarelli

Patrizio Vinciarelli

Chairman of the Board, President and

Chief Executive Officer

(Principal Executive Officer)

Date: November 3, 2022

By:August 4, 2023

By:

/s/ James F. Schmidt

James F. Schmidt

Vice President, Chief Financial Officer

(Principal Financial Officer)

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