8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2023

VICOR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-18277	04-2742817
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Offices) (Zip Code)

(978) 470-2900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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. ☐

Item 2.02. Results of Operations and Financial Condition

On February 23, 2023, Vicor Corporation issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2022. The full text of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information furnished under this Item 2.02, including the Exhibit attached hereto, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

99.1 Press Release of Vicor Corporation dated February 23, 2023

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Vicor Corporation dated February 23, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

	VICOR CORPORATION
Date: February 23, 2023	By:	/s/ James F. Schmidt
		James F. Schmidt
		Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

FINANCIAL NEWS BRIEF

February 23, 2023

For Immediate Release

Vicor Corporation Reports Results for the Fourth Quarter and Year Ended December 31, 2022

Andover, MA, February 23, 2023 (GLOBE NEWSWIRE) — Vicor Corporation (NASDAQ: VICR) today reported financial results for the fourth quarter and year ended December 31, 2022. These results will be discussed later today at 5:00 p.m. Eastern Time, during management’s quarterly investor conference call. The details for the call are below.

Revenues for the fourth quarter ended December 31, 2022 totaled $105.5 million, a 16.8% increase from $90.3 million for the corresponding period a year ago, and a 2.3% sequential increase from $103.1 million in the third quarter of 2022.

Gross margin increased to $49.1 million for the fourth quarter of 2022, compared to $40.8 million for the corresponding period a year ago, and increased sequentially from $47.0 million for the third quarter of 2022. Gross margin, as a percentage of revenue, increased to 46.6% for the fourth quarter of 2022, compared to 45.2% for the corresponding period a year ago, and from 45.5% for the third quarter of 2022.

Net income for the fourth quarter was $8.1 million, or $0.18 per diluted share, compared to net income of $8.9 million or $0.20 per diluted share, for the corresponding period a year ago and net income of $1.8 million, or $0.04 per diluted share, for the third quarter of 2022.

Cash flow from operations totaled $0.9 million for the fourth quarter, compared to cash flow from operations of $14.2 million for the corresponding period a year ago, and cash flow from operations of $6.6 million in the third quarter of 2022. Capital expenditures for the fourth quarter totaled $12.7 million, compared to $16.8 million for the corresponding period a year ago and $14.4 million for the third quarter of 2022. The sum of cash, cash equivalents, and short-term investments as of December 31, 2022 decreased 5.7% sequentially to approximately $190.6 million compared to approximately $202.0 million as of September 30, 2022.

Revenues for the year ended December 31, 2022 increased 11.1% to $399.1 million, from $359.4 million for the prior year. Gross margin, as a percentage of revenue, decreased to 45.2% for the year ended December 31, 2022, compared to 49.6% for the prior year. Net income for 2022 was $25.5 million, or $0.57 per diluted share and 6.4% of revenues, compared to $56.6 million, or $1.26 per diluted share and 15.8% of revenue in the prior year. Cash flows from operations totaled $22.9 million for the year ended December 31, 2022, a 57.9% decrease from cash flows from operations of $54.4 million for the prior year.

Commenting on fourth quarter performance, Dr. Patrizio Vinciarelli, Chief Executive Officer, stated, “Demand has fallen short of last year’s peak and is anticipated to stay subdued until new AI, datacenter and automotive applications using advanced Power Distribution Networks (PDNs) get to production ramps. The Q4 book-to-bill came in far below 1 while backlog, which declined to $304 million, can only support essentially flat quarterly revenue in the near term.”

“Q4 profitability reflected manufacturing inefficiencies as Advanced Products have not yet fully transitioned to vertically integrated processes in our first ChiP foundry. We look forward to cutting manufacturing cycle times by nearly 2X soon after the balance of key outsourced processes are vertically integrated, which we anticipate to be Q2 2023.”

“Capital investment continued in Q4 to provide approximately one billion dollars per year total capacity in our Andover fab. A 3X advance in current density by ChiPs leveraging advanced processes, components and next generation silicon bodes well for the future utilization of this capacity.”

For more information on Vicor and its products, please visit the Company’s website at www.vicorpower.com.

Earnings Conference Call

Vicor will be holding its investor conference call today, Thursday, February 23, 2023 at 5:00 p.m. Eastern Time. Vicor encourages investors and analysts who intend to ask questions via the conference call to pre-register with BT Conferencing, the service provider hosting the conference call, so that he or she, on the day of the call, may avoid waiting for the BT Conferencing operator to register callers individually. Those pre-registering on BT Conferencing’s website will receive a special dial-in number and PIN for call access. Pre-registration may be completed at any time prior to 5:00 p.m. on February 23, 2023. Telephone participants who are unable to pre-register should dial 800-230-3019 at approximately 4:45 p.m. and use the Passcode 51835082. Internet users may listen to a real-time audio broadcast of the conference call on the Investor Relations section of Vicor’s website at www.vicorpower.com. Please go to the website at least 15 minutes prior to the call to register, download and install any necessary software. For those who cannot participate in the conference call, a replay will be available, shortly after the conclusion of the call, through March 10, 2023. The replay dial-in number is 888-286-8010 and the Passcode is 99813947. In addition, a webcast replay of the conference call will also be available on the Investor Relations section of Vicor’s website at www.vicorpower.com beginning shortly after the conclusion of the call.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement in this press release that is not a statement of historical fact is a forward-looking statement, and, the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “assumes,” “may,” “will,” “would,” “should,” “continue,” “prospective,” “project,” and other similar expressions identify forward-looking statements. Forward-looking statements also include statements regarding bookings, shipments, revenue, profitability, targeted markets, increase in manufacturing capacity and utilization thereof, future products and capital resources. These statements are based upon management’s current expectations and estimates as to the prospective events and circumstances that may or may not be within the company’s control and as to which there can be no assurance. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors, including those economic, business, operational and financial considerations set forth in Vicor’s Annual Report on Form 10-K for the year ended December 31, 2021, under Part I, Item I — “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.” The risk factors set forth in the Annual Report on Form 10-K may not be exhaustive. Therefore, the information contained in the Annual Report on Form 10-K should be read together with other reports and documents filed with the Securities and Exchange Commission from time to time, including Forms 10-Q, 8-K and 10-K, which may supplement, modify, supersede or update those risk factors. Vicor does not undertake any obligation to update any forward-looking statements as a result of future events or developments.

Vicor Corporation designs, develops, manufactures and markets modular power components and complete power systems based upon a portfolio of patented technologies. Headquartered in Andover, Massachusetts, Vicor sells its products primarily to customers in the higher-performance, higher-power segments of the power systems market, including aerospace and defense electronics, enterprise and high performance computing, industrial equipment and automation, telecommunications and network infrastructure, and vehicles and transportation markets.

For further information contact:

James F. Schmidt, Chief Financial Officer

Voice: 978-470-2900

Facsimile: 978-749-3439

invrel@vicorpower.com

VICOR CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Thousands except for per share amounts)

	QUARTER ENDED					YEAR ENDED
	(Unaudited)					(Unaudited)
	DEC 31,			DEC 31,		DEC 31,			DEC 31,
	2022			2021		2022			2021
Net revenues	$	105,493		$	90,281	$	399,079		$	359,364
Cost of revenues		56,354			49,465		218,520			181,164
Gross margin		49,139			40,816		180,559			178,200
Operating expenses:
Selling, general and administrative		24,942			18,619		86,264			69,484
Research and development		16,078			13,296		60,594			53,114
Litigation-related		—			—		6,500			—
Total operating expenses		41,020			31,915		153,358			122,598
Income from operations		8,119			8,901		27,201			55,602
Other income (expense), net		1,808			204		1,486			1,203
Income before income taxes		9,927			9,105		28,687			56,805
Less: Provision for income taxes		1,866			206		3,261			176
Consolidated net income		8,061			8,899		25,426			56,629
Less: Net (loss) income attributable to noncontrolling interest		(1	)		19		(20	)		4
Net income attributable to Vicor Corporation	$	8,062		$	8,880	$	25,446		$	56,625
Net income per share attributable to Vicor Corporation:
Basic	$	0.18		$	0.20	$	0.58		$	1.30
Diluted	$	0.18		$	0.20	$	0.57		$	1.26
Shares outstanding:
Basic		44,062			43,887		44,005			43,651
Diluted		44,859			45,148		44,894			44,966

VICOR CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(Thousands)

	DEC 31, 2022 (Unaudited)			DEC 31, 2021 (Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	190,611		$	182,418
Short-term investments		—			45,215
Accounts receivable, net		65,429			55,097
Inventories		101,410			67,322
Other current assets		5,154			6,708
Total current assets		362,604			356,760
Long-term deferred tax assets		280			208
Long-term investment, net		2,622			2,639
Property, plant and equipment, net		166,009			115,975
Other assets		5,386			1,623
Total assets	$	536,901		$	477,205
Liabilities and Equity
Current liabilities:
Accounts payable	$	22,207		$	21,189
Accrued compensation and benefits		10,849			12,753
Accrued expenses		8,613			4,158
Accrued litigation		6,500			—
Sales allowances		1,661			1,464
Short-term lease liabilities		1,450			1,551
Income taxes payable		72			66
Short-term deferred revenue and customer prepayments		13,197			7,912
Total current liabilities		64,549			49,093
Long-term deferred revenue		145			413
Long-term income taxes payable		862			569
Long-term lease liabilities		7,009			3,225
Total liabilities		72,565			53,300
Equity:
Vicor Corporation stockholders’ equity:
Capital stock		360,924			346,221
Retained earnings		243,079			217,633
Accumulated other comprehensive loss		(988	)		(1,328	)
Treasury stock		(138,927	)		(138,927	)
Total Vicor Corporation stockholders’ equity		464,088			423,599
Noncontrolling interest		248			306
Total equity		464,336			423,905
Total liabilities and equity	$	536,901		$	477,205

XML

Document and Entity Information	Feb. 23, 2023
Cover [Abstract]
Entity Registrant Name	VICOR CORP
Amendment Flag	false
Entity Central Index Key	0000751978
Document Type	8-K
Document Period End Date	Feb. 23, 2023
Entity Incorporation State Country Code	DE
Entity File Number	0-18277
Entity Tax Identification Number	04-2742817
Entity Address, Address Line One	25 Frontage Road
Entity Address, City or Town	Andover
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01810
City Area Code	(978)
Local Phone Number	470-2900
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	VICR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false