ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(IRS employer identification no.) | |
(Address of principal executive offices) |
(Zip code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
$0.01 per share |
|
Accelerated Filer ☐ |
Non-accelerated Filer ☐ |
Smaller Reporting Company | |||
Emerging growth company |
Title of Each Class |
Number of Shares of Common Stock Outstanding as of February 18, 2021 | |
Common Stock | ||
Class B Common Stock |
ITEM 1. |
BUSINESS |
ITEM 1A. |
RISK FACTORS |
• | changes in demand for our products and for our customers’ end-products incorporating our products, as well as our ability to respond efficiently to such changes in demand, including changes in delivery lead times and the volume of product for which orders are accepted and the product shipped within an individual quarter; |
• | our ability to manage our supply chain, inventory levels, and our own manufacturing capacity or that of third-party partners, particularly in the event of delays or cancellations of significant customer orders or in the event of delays or cost increases associated within our supply chain; |
• | our ability to effectively coordinate changes in the mix of products we manufacture and sell, while managing our ongoing transition in organizational focus and manufacturing infrastructure to Advanced Products from Brick Products; |
• | our ability to provide and maintain a high level of sales and engineering support to an increasing number of demanding, high volume customers; |
• | the ability of our third party suppliers, and service subcontractors to provide us sufficient quantities of high quality products, components, and/or services on a timely and cost-effective basis; |
• | the effectiveness of our ongoing efforts to continuously reduce manufacturing costs and manage operating expenses; |
• | our ability to utilize our manufacturing facilities and personnel at efficient levels, maintaining sufficient production capacity and necessary manufacturing yields; |
• | our ability to plan, schedule, and execute capacity expansion, including the anticipated addition in 2021 of approximately 90,000 square feet to our Andover manufacturing facility; |
• | the timing of our new product introductions and our ability to meet customer expectations for timely delivery of fully qualified products; |
• | the timing of new product introductions or other competitive actions (e.g., product price reductions) by our competitors; |
• | the ability to hire, retain, and motivate qualified employees to meet the demands of our customers; |
• | intellectual property disputes; |
• | litigation-related costs, which may be significant; |
• | adverse economic conditions in the U.S. and those foreign countries in which we operate, as well as our ability to respond to unanticipated developments, such as the imposition of tariffs or trade restrictions; and |
• | adverse budgetary conditions within the U.S. government, particularly the Department of Defense, which continue to influence spending on current and anticipated programs into which we sell or anticipate to sell our products; |
• | costs related to compliance with increasing worldwide governance, quality, environmental, and other regulations; |
• | costs and consequences of disruption by third-parties of our global computer network and related resources; |
• | the effects of events outside of our control, including public health emergencies, natural disasters, terrorist activities, political risks, international conflicts, information security breaches, communication interruptions, and other force majeure |
• | volatility of the financial markets, notably the equity markets in the U.S.; |
• | uncertainty regarding the prospects of domestic and foreign economies, including the impact of volatile currency exchange rates; |
• | uncertainty regarding domestic and international political conditions, including tax, trade, and tariff policies; |
• | actual or anticipated fluctuations in our operating performance or that of our competitors; |
• | the performance and prospects of our major customers, including their adoption of technologies or standards other than those in which we specialize; |
• | announcements by us or our competitors of significant new products, technical innovations, or litigation; |
• | investor perception of the Company and the industry in which we operate; |
• | the liquidity of the market for our Common Stock, reflecting a relatively low trading float and relatively low average trading volumes; |
• | the uncertainty of the declaration and payment of future cash dividends on our Common Stock; and |
• | the concentration of ownership of our Common Stock by Dr. Vinciarelli, our Chairman of the Board, Chief Executive Officer, and President. |
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
ITEM 2. |
PROPERTIES |
ITEM 3. |
LEGAL PROCEEDINGS |
ITEM 4. |
MINE SAFETY DISCLOSURES |
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Month of Fourth Quarter 2020 |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased Pursuant to November 2000 Plan |
Remaining Dollar Value of Shares Authorized For Purchase Pursuant to November 2000 Plan |
||||||||||||
October 1 — 31, 2020 |
— | $ | — | — | $ | 8,541,000 | ||||||||||
November 1 — 30, 2020 |
— | $ | — | — | $ | 8,541,000 | ||||||||||
December 1 — 31, 2020 |
— | $ | — | — | $ | 8,541,000 | ||||||||||
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Total |
— | $ | — | — | $ | 8,541,000 | ||||||||||
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|
2015 |
2016 |
2017 |
2018 |
2019 |
2020 |
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Vicor Corporation |
$100.00 | $ | 165.57 | $ | 229.17 | $ | 414.36 | $ | 512.28 | $ | 1,011.18 | |||||||||||
S&P 500 Index |
$100.00 | $ | 111.96 | $ | 136.40 | $ | 130.42 | $ | 171.49 | $ | 203.04 | |||||||||||
S&P SmallCap 600 Index |
$100.00 | $ | 126.56 | $ | 143.30 | $ | 131.15 | $ | 161.03 | $ | 179.20 |
ITEM 6. |
SELECTED FINANCIAL DATA |
Year Ended December 31, |
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Statement of Operations Data |
2020 |
2019 |
2018 |
2017 |
2016 |
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(In thousands, except per share data) |
||||||||||||||||||||
Net revenues |
$ | 296,576 | $ | 262,977 | $ | 291,220 | $ | 227,830 | $ | 200,280 | ||||||||||
Income (loss) from operations |
17,368 | 13,821 | 32,059 | (1,360 | ) | (6,314 | ) | |||||||||||||
Consolidated net income (loss) |
17,922 | 14,109 | 31,846 | 258 | (6,261 | ) | ||||||||||||||
Net income (loss) attributable to noncontrolling interest |
12 | 11 | 121 | 91 | (14 | ) | ||||||||||||||
Net income (loss) attributable to Vicor Corporation |
17,910 | 14,098 | 31,725 | 167 | (6,247 | ) | ||||||||||||||
Net income (loss) per share — basic attributable to Vicor Corporation |
0.42 | 0.35 | 0.80 | 0.00 | (0.16 | ) | ||||||||||||||
Net income (loss) per share — diluted attributable to Vicor Corporation |
0.41 | 0.34 | 0.78 | 0.00 | (0.16 | ) | ||||||||||||||
Weighted average shares — basic |
42,186 | 40,330 | 39,872 | 39,228 | 38,842 | |||||||||||||||
Weighted average shares — diluted |
43,869 | 41,677 | 40,729 | 39,933 | 38,842 |
As of December 31, |
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Balance Sheet Data |
2020 |
2019 |
2018 |
2017 |
2016 |
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(In thousands) |
||||||||||||||||||||
Working capital |
$ | 276,419 | $ | 149,136 | $ | 129,062 | $ | 90,796 | $ | 89,545 | ||||||||||
Total assets |
396,239 | 240,727 | 221,068 | 165,724 | 154,067 | |||||||||||||||
Total liabilities |
45,084 | 34,857 | 36,978 | 29,305 | 23,050 | |||||||||||||||
Total equity |
351,155 | 205,870 | 184,090 | 136,419 | 131,017 |
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | Net revenues increased 12.8% to $296,576,000 for 2020, from $262,977,000 for 2019, primarily due to an overall 28.6% increase in bookings for the year ended December 31, 2020, compared to the year ended December 31, 2019, principally due to an increase of 80.9% in new orders for Advanced Products. |
• | Export sales, as a percentage of total revenues, represented approximately 64.4% in 2020 and 53.7% in 2019, principally reflecting the locations of OEMs, ODMs, and contract manufacturers utilizing higher volumes of Advanced Products. |
• | Gross margin increased to $131,447,000 for 2020, from $122,966,000 for 2019. Gross margin, as a percentage of net revenues decreased to 44.3% for 2020 from 46.8% for 2019. Despite higher net revenues and gross margin dollars for the year ended December 31, 2020, gross margin as a percentage of net revenues decreased as compared to the year ended December 31, 2019, primarily due to an unfavorable change in product mix (i.e., a higher percentage of lower margin products were produced and shipped during the year ended December 31, 2020), a negative influence from production inefficiencies and cost variances associated with initial production volumes of new products, certain supply chain constraints associated with the COVID-19 pandemic, and higher tariff charges. |
• | Backlog, representing the total of orders for products received for which shipment is scheduled within the next 12 months, was approximately $147,550,000 at the end of 2020, as compared to $104,164,000 at the end of 2019. |
• | Operating expenses for 2020 increased $4,934,000, or 4.5%, to $114,079,000 from $109,145,000 for 2019, due to increases in research and development expenses of $4,328,000 and selling, general, and administrative expenses of $606,000. Compensation and related personnel costs closely track headcount and annual merit-based increases in salary and wages. However, certain other expenses, such as prototyping costs in research and development, or advertising and promotion costs associated with sales initiatives, can vary meaningfully period to period. |
• | We reported net income for 2020 of $17,910,000, or $0.41 per diluted share, compared to net income of $14,098,000, or $0.34 per diluted share, for 2019. Diluted shares outstanding at year-end 2020 increased approximately 2.2 million over the prior year-end, as a result of the June 2020 underwritten offering of Common Stock and employee exercise of stock options during the year. |
• | In 2020, as a result of activities associated with our construction and capacity expansion, depreciation and amortization totaled $11,056,000, and capital expenditures were $28,653,000, compared to $10,334,000 and $12,485,000, respectively, for 2019. |
• | Inventories increased by approximately $8,082,000, or 16.4%, to $57,269,000 at the end of 2020, as compared to $49,187,000 at the end of 2019, primarily due to an increase in raw materials of $9,972,000 to meet increasing demand, partially offset by an increase in reserves of $3,442,000. |
Year Ended December 31, |
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2020 |
2019 |
2018 |
||||||||||
Net revenues |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Gross margin |
44.3 | % | 46.8 | % | 47.7 | % | ||||||
Selling, general and administrative expenses |
21.3 | % | 23.8 | % | 21.4 | % | ||||||
Research and development expenses |
17.2 | % | 17.7 | % | 15.2 | % | ||||||
Income before income taxes |
6.2 | % | 5.7 | % | 11.3 | % |
Increase |
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2020 |
2019 |
$ |
% |
|||||||||||||
Brick Products |
$ | 190,256 | $ | 187,896 | $ | 2,360 | 1.3 | % | ||||||||
Advanced Products |
106,320 | 75,081 | 31,239 | 41.6 | % | |||||||||||
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Total |
$ | 296,576 | $ | 262,977 | $ | 33,599 | 12.8 | % | ||||||||
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|
|
|
Increase (decrease) |
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Compensation |
$ | 3,153 | 8.2 | %(1) | ||||
Depreciation and amortization |
318 | 11.3 | %(2) | |||||
Legal fees |
231 | 14.5 | %(3) | |||||
Facilities allocations |
(137 | ) | (8.3 | )% | ||||
Outside services |
(191 | ) | (8.7 | )%(4) | ||||
Advertising expenses |
(281 | ) | (8.5 | )%(5) | ||||
Commissions |
(326 | ) | (9.1 | )%(6) | ||||
Travel expense |
(1,973 | ) | (63.3 | )%(7) | ||||
Other, net |
(188 | ) | (3.2 | )% | ||||
|
|
|||||||
$ | 606 | 1.0 | % | |||||
|
|
(1) | Increase primarily attributable to merit-based compensation increases for non-exempt hourly employees in May 2020, increases in headcount and higher stock-based compensation expense associated with stock options awarded in June 2020. |
(2) | Increase attributable to net additions of furniture and fixtures and capitalization of building improvements. |
(3) | Increase primarily attributable to higher use of outside legal services associated with the December 2019 ransomware incident, which carried into the first quarter of 2020, and other corporate legal matters. |
(4) | Decrease primarily attributable to a decrease in the use of outside service providers at our Andover, MA facility. |
(5) | Decrease primarily attributed to decreases in sales support expenses, direct mailings, and advertising in trade publications. |
(6) | Decrease primarily attributable to the decline in net revenues subject to commissions. |
(7) | Decrease primarily attributable to reduced travel by our sales and marketing personnel, due to travel restrictions caused by the COVID-19 pandemic. |
Increase (decrease) |
||||||||
Compensation |
$ | 2,613 | 7.9 | %(1) | ||||
Deferred costs |
1,004 | 57.6 | %(2) | |||||
Project and pre-production materials |
789 | 11.3 | %(3) | |||||
Computer expense |
170 | 33.3 | % | |||||
Depreciation and amortization |
164 | 9.1 | % | |||||
Overhead absorption |
(296 | ) | (33.1 | )%(4) | ||||
Other, net |
(116 | ) | (1.7 | )% | ||||
|
|
|||||||
$4,328 | 9.3% | |||||||
|
|
(1) | Increase primarily attributable to merit-based compensation increases for non-exempt hourly employees in May 2020, increases in headcount, and higher stock-based compensation expense associated with stock options awarded in June 2020. |
(2) | Increase primarily attributable to a decrease in the capitalization of costs for certain non-recurring engineering projects for which the related revenues have been deferred. |
(3) | Increase primarily attributable to higher spending for new product development of Advanced Products. |
(4) | Decrease primarily attributable to a decrease in research and development (“R&D”) personnel incurring time on production activities, compared to R&D activities. |
2020 |
2019 |
Increase (decrease) |
||||||||||
Rental income |
$ | 792 | $ | 792 | $ | — | ||||||
Foreign currency gains (losses), net |
181 | (108 | ) | 289 | ||||||||
Interest income |
95 | 300 | (205 | ) | ||||||||
Gain on disposal of equipment |
13 | 38 | (25 | ) | ||||||||
Credit gains on available-for-sale |
4 | 4 | — | |||||||||
Other |
8 | 40 | (32 | ) | ||||||||
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|
|
|
|
|||||||
$ | 1,093 | $ | 1,066 | $ | 27 | |||||||
|
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|
|
|
2020 |
2019 |
|||||||
Provision for income taxes |
$ | 539 | $ | 778 | ||||
Effective income tax rate |
2.9 | % | 5.2 | % |
Increase (decrease) |
||||
Cash and cash equivalents |
$ | 77,074 | ||
Short-term investments |
50,166 | |||
Accounts receivable |
2,884 | |||
Inventories |
8,082 | |||
Other current assets |
(340 | ) | ||
Accounts payable |
(5,116 | ) | ||
Accrued compensation and benefits |
(3,684 | ) | ||
Accrued expenses |
66 | |||
Sales allowances |
144 | |||
Short-term lease liabilities |
(109 | ) | ||
Income taxes payable |
(82 | ) | ||
Short-term deferred revenue and customer prepayments |
(1,802 | ) | ||
|
|
|||
$ | 127,283 | |||
|
|
Payments Due by Period |
||||||||||||||||||||
Contractual Obligations |
Total |
Less than 1 Year |
Years 2 & 3 |
Years 4 & 5 |
More Than 5 Years |
|||||||||||||||
Operating lease obligations (1) |
$ | 4,919 | $ | 1,740 | $ | 2,199 | $ | 980 | $ | — | ||||||||||
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(1) | For further information, refer to Note 13 to the Consolidated Financial Statements, Leases 10-K. |
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Page |
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FINANCIAL STATEMENTS |
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41 | ||||
43 | ||||
44 | ||||
45 | ||||
46 | ||||
47 | ||||
48 | ||||
80 |
• | assessing historical consumption as a predictor of future product demand by comparing it to trends in industry publications |
• | examining the historical accuracy of the Company’s prior estimates by considering subsequent sales and write off activity |
• | evaluating the adjustments made to forecast future demand based on historical usage data |
• | interviewing operational personnel of the Company involved in purchasing and manufacturing to evaluate product innovations, changes in customer mix, and other factors that may impact expected future sales and usage of raw material inventory. |
2020 |
2019 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Short-term investments |
— | |||||||
Accounts receivable, less allowance of $ |
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Inventories, net |
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Other current assets |
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Total current assets |
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Long-term deferred tax assets |
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Long-term investment, net |
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Property, plant and equipment, net |
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Other assets |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued compensation and benefits |
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Accrued expenses |
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Sales allowances |
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Short-term lease liabilities |
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Income taxes payable |
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Short-term deferred revenue and customer prepayments |
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Total current liabilities |
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Long-term deferred revenue |
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Contingent consideration obligations |
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Long-term income taxes payable |
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Long-term lease liabilities |
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Total liabilities |
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Commitments and contingencies (Note 17) |
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Equity: |
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Vicor Corporation stockholders’ equity: |
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Class B Common Stock: |
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Common Stock: |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
Treasury stock at cost: |
( |
) | ( |
) | ||||
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Total Vicor Corporation stockholders’ equity |
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Noncontrolling interest |
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Total equity |
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Total liabilities and equity |
$ | $ | ||||||
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2020 |
2019 |
2018 |
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Net revenues |
$ | $ | $ | |||||||||
Cost of revenues |
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Gross margin |
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Operating expenses: |
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Selling, general and administrative |
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Research and development |
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Severance and other charges |
— | — | ||||||||||
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Total operating expenses |
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Income from operations |
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Other income (expense), net: |
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Total unrealized gains (losses) on available-for-sale |
( |
) | ||||||||||
Portion of losses (gains) recognized in other comprehensive income (loss) |
( |
) | ||||||||||
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Net credit gains recognized in earnings |
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Other income (expense), net |
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Total other income (expense), net |
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Income before income taxes |
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Less: Provision for income taxes |
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Consolidated net income |
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Less: Net income attributable to noncontrolling interest |
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Net income attributable to Vicor Corporation |
$ | $ | $ | |||||||||
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Net income per common share attributable to Vicor Corporation: |
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Basic |
$ | $ | $ | |||||||||
Diluted |
$ | $ | $ | |||||||||
Shares used to compute net income per common share attributable to Vicor Corporation: |
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Basic |
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Diluted |
2020 |
2019 |
2018 |
||||||||||
Consolidated net income |
$ | $ | $ | |||||||||
Foreign currency translation gains, net of tax benefit (1) |
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Unrealized losses on available-for-sale |
( |
) | ( |
) | ( |
) | ||||||
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Other comprehensive income |
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Consolidated comprehensive income |
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Less: Comprehensive income attributable to noncontrolling interest |
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Comprehensive income attributable to Vicor Corporation |
$ | $ | $ | |||||||||
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(1) | The deferred tax assets associated with cumulative foreign currency translation gains and cumulative unrealized losses on available for sale securities are completely offset by a tax valuation allowance as of December 31, 2020, 2019, and 2018. Therefore, there is |
2020 |
2019 |
2018 |
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Operating activities: |
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Consolidated net income |
$ | $ | $ | |||||||||
Adjustments to reconcile consolidated net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Stock-based compensation expense |
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(Decrease) increase in long-term deferred revenue |
( |
) | ( |
) | ||||||||
Increase in long-term income taxes payable |
||||||||||||
Deferred income taxes |
( |
) | ( |
) | ||||||||
Increase in other long-term liabilities |
— | — | ||||||||||
Gain on disposal of equipment |
( |
) | ( |
) | ( |
) | ||||||
Provision (recovery) for doubtful accounts |
( |
) | ||||||||||
Credit gain on available-for-sale |
( |
) | ( |
) | ( |
) | ||||||
Increase in contingent consideration obligations |
— | — | ||||||||||
Change in current assets and liabilities, net |
( |
) | ( |
) | ( |
) | ||||||
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Net cash provided by operating activities |
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Investing activities: |
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Purchases of short-term investments |
( |
) | — | — | ||||||||
Additions to property, plant and equipment |
( |
) | ( |
) | ( |
) | ||||||
Proceeds from sale of equipment |
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Decrease (increase) in other assets |
( |
) | ( |
) | ||||||||
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Net cash used for investing activities |
( |
) | ( |
) | ( |
) | ||||||
Financing activities: |
||||||||||||
Proceeds from public offering of Common Stock |
— | — | ||||||||||
Proceeds from employee stock plans |
||||||||||||
Payment of contingent consideration obligations |
( |
) | ( |
) | ( |
) | ||||||
Noncontrolling interest dividend paid |
— | ( |
) | — | ||||||||
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Net cash provided by financing activities |
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Effect of foreign exchange rates on cash |
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Net increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of year |
$ | $ | $ | |||||||||
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Change in current assets and liabilities: |
||||||||||||
Accounts receivable |
$ | ( |
) | $ | $ | ( |
) | |||||
Inventories, net |
( |
) | ( |
) | ( |
) | ||||||
Other current assets |
( |
) | ||||||||||
Accounts payable and accrued liabilities |
( |
) | ||||||||||
Accrued severance and other charges |
— | ( |
) | |||||||||
Short-term lease payable |
— | |||||||||||
Income taxes payable |
( |
) | ||||||||||
Deferred revenue |
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Change in current assets and liabilities, net |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
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Supplemental disclosures: |
||||||||||||
Cash paid during the year for income taxes, net of refunds |
$ | $ | $ |
Class B Common Stock |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Treasury Stock |
Total Vicor Corporation Stockholders’ Equity |
Noncontrolling Interest |
Total Equity |
||||||||||||||||||||||||||||
Balance on December 31, 2017 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||||||||||||
Issuance of Common Stock under employee stock plans |
||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
||||||||||||||||||||||||||||||||||||
Cumulative effect of adoption of new accounting principle (Topic 606) |
||||||||||||||||||||||||||||||||||||
Other |
( |
) | ||||||||||||||||||||||||||||||||||
Components of comprehensive income, net of ta x |
||||||||||||||||||||||||||||||||||||
Net income |
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Other comprehensive income |
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|
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|
|
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Total comprehensive income |
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance on December 31, 2018 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Issuance of Common Stock under employee stock plans |
||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
||||||||||||||||||||||||||||||||||||
Noncontrolling interest dividend paid |
— | ( |
) | ( |
) | |||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||||||
Components of comprehensive income, net of tax |
||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||
Other comprehensive income |
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|
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|
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Total comprehensive income |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance on December 31, 2019 |
( |
) | ( |
) | ||||||||||||||||||||||||||||||||
Issuance of Common Stock under employee stock plans |
||||||||||||||||||||||||||||||||||||
Issuance of Common Stock in public offering, net (See Note 1 0 ) |
||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
||||||||||||||||||||||||||||||||||||
Other |
||||||||||||||||||||||||||||||||||||
Components of comprehensive income, net of tax |
||||||||||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||||||
Other comprehensive income |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Total comprehensive income |
||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance on December 31, 2020 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | $ | $ | $ | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
Inputs used to measure fair value are unadjusted quoted prices available in active markets for the identical assets or liabilities as of the reporting date. | |
Level 2 |
Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in inactive markets. Level 2 also includes assets and liabilities valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. | |
Level 3 |
Inputs used to measure fair value are unobservable inputs supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
2020 |
2019 |
2018 |
||||||||||
Numerator: |
||||||||||||
Net income attributable to Vicor Corporation |
$ | $ | $ | |||||||||
Denominator: |
||||||||||||
Denominator for basic net income per share-weighted average shares (1) |
||||||||||||
Effect of dilutive securities: |
||||||||||||
Employee stock options (2) |
||||||||||||
Denominator for diluted net income per share-adjusted weighted-average shares and assumed conversions (3) |
||||||||||||
Basic net income per share |
$ | $ | $ | |||||||||
Diluted net income per share |
$ | $ | $ | |||||||||
(1) | Denominator represents weighted average number of Common Shares and Class B Common Shares outstanding. |
(2) | Options to purchase |
(3) | Denominator represents weighted average number of Common Shares and Class B Common Shares outstanding for the year, adjusted to include the dilutive effect, if any, of outstanding options. |
2020 |
2019 |
|||||||
Raw materials |
$ | $ | ||||||
Work-in-process |
||||||||
Finished goods |
||||||||
$ | $ | |||||||
December 31, 2020 |
||||||||||||
Cash and Cash Equivalents |
Short-Term Investments |
Long-Term Investments |
||||||||||
Measured at fair value: |
||||||||||||
Available-for-sale |
||||||||||||
Money Market Funds |
$ | $ | — | $ | — | |||||||
U.S. Treasury Obligations |
— | |||||||||||
Failed Auction Security |
— | — | ||||||||||
Total |
||||||||||||
Other measurement basis: |
||||||||||||
Cash on hand |
— | — | ||||||||||
Total |
$ | $ | $ | |||||||||
December 31, 2019 |
||||||||||||
Cash and Cash Equivalents |
Short-Term Investments |
Long-Term Investments |
||||||||||
Measured at fair value: |
||||||||||||
Available-for-sale |
||||||||||||
Money Market Funds |
$ | $ | — | $ | — | |||||||
Failed Auction Security |
— | — | ||||||||||
Total |
— | |||||||||||
Other measurement basis: |
||||||||||||
Cash on hand |
— | — | ||||||||||
Total |
$ | $ | — | $ | ||||||||
December 31, 2020 |
Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
||||||||||||
U.S. Treasury Obligations |
$ | $ | — | $ | $ | |||||||||||
Failed Auction Security |
— | |||||||||||||||
December 31, 2019 |
||||||||||||||||
Failed Auction Security |
$ | $ | — | $ | $ | |||||||||||
U.S. Treasury Obligations: |
||||||||
Cost |
Estimated Fair Value |
|||||||
Maturities greater than three months but less than one year |
$ |
$ |
||||||
Maturities less than three months | ||||||||
$ |
$ |
|||||||
Failed Auction Security: |
||||||||
Cost |
Estimated Fair Value |
|||||||
Due in twenty to forty years |
$ | $ | ||||||
2020 |
2019 |
2018 |
||||||||||
Balance at the beginning of the period |
$ | $ | $ | |||||||||
Reductions in the amount related to credit gain for which other-than-temporary impairment was not previously recognized |
( |
) | ( |
) | ( |
) | ||||||
Balance at the end of the period |
$ | $ | $ | |||||||||
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, 2020 |
|||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | $ | — | $ | — | $ | ||||||||||
U.S. Treasury Obligations |
— | — | ||||||||||||||
Short-term investments: |
||||||||||||||||
U.S. Treasury Obligations |
— | — | ||||||||||||||
Long-term investments: |
||||||||||||||||
Failed Auction Security |
— | — | ||||||||||||||
Liabilities: |
||||||||||||||||
Contingent consideration obligations |
— | — | ( |
) | ( |
) |
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, 2019 |
|||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | $ | — | $ | — | $ | ||||||||||
Long-term investments: |
||||||||||||||||
Failed Auction Security |
— | — | ||||||||||||||
Liabilities: |
||||||||||||||||
Contingent consideration obligations |
— | — | ( |
) | ( |
) |
Fair Value |
Valuation Technique |
Unobservable Input |
Weighted Average |
|||||||||
Failed Auction Security |
$ |
% | ||||||||||
% | ||||||||||||
% | ||||||||||||
% | ||||||||||||
% |
Balance at the beginning of the period |
$ | |||
Credit gain on available-for-sale |
||||
Gain included in Other comprehensive income |
||||
|
|
|||
Balance at the end of the period |
$ | |||
|
|
Balance at the beginning of the period |
$ | |||
Payments |
( |
) | ||
|
|
|||
Balance at the end of the period |
$ | |||
|
|
2020 |
2019 |
|||||||
Land |
$ | $ | ||||||
Buildings and improvements |
||||||||
Machinery and equipment |
||||||||
Furniture and fixtures |
||||||||
Construction in-progress and deposits |
||||||||
|
|
|
|
|||||
Accumulated depreciation and amortization |
( |
) | ( |
) | ||||
Right of use asset — net |
||||||||
|
|
|
|
|||||
Net balance |
$ | $ | ||||||
|
|
|
|
2020 |
2019 |
|||||||
Patent costs |
$ | $ | ||||||
Accumulated amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
$ | $ | |||||||
|
|
|
|
2020 |
2019 |
2018 |
||||||||||
Balance at the beginning of the period |
$ | $ | $ | |||||||||
Accruals for warranties for products sold in the period |
||||||||||||
Fulfillment of warranty obligations |
( |
) | ( |
) | ( |
) | ||||||
Revisions of estimated obligations |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Balance at the end of the period |
$ | $ | $ | |||||||||
|
|
|
|
|
|
Twelve Months Ended December 31, 2020 |
||||||||||||
Brick Products |
Advanced Products |
Total |
||||||||||
United States |
$ | $ | $ | |||||||||
Europe |
||||||||||||
Asia Pacific |
||||||||||||
All other |
||||||||||||
$ | $ | $ | ||||||||||
Twelve Months Ended December 31, 2019 |
||||||||||||
Brick Products |
Advanced Products |
Total |
||||||||||
United States |
$ | $ | $ | |||||||||
Europe |
||||||||||||
Asia Pacific |
||||||||||||
All other |
||||||||||||
$ | $ | $ | ||||||||||
Twelve Months Ended December 31, 2018 |
||||||||||||
Brick Products |
Advanced Products |
Total |
||||||||||
United States |
$ |
$ |
$ |
|||||||||
Europe |
||||||||||||
Asia Pacific |
||||||||||||
All other |
||||||||||||
$ |
$ |
$ |
||||||||||
Twelve Months Ended December 31, 2020 |
||||||||||||
Brick Products |
Advanced Products |
Total |
||||||||||
Direct customers, contract manufacturers and non-stocking distributors |
$ | $ | $ | |||||||||
Stocking distributors, net of sales allowances |
||||||||||||
Non-recurring engineering |
||||||||||||
Royalties |
— | |||||||||||
Other |
— | |||||||||||
$ | $ | $ | ||||||||||
Twelve Months Ended December 31, 2019 |
||||||||||||
Brick Products |
Advanced Products |
Total |
||||||||||
Direct customers, contract manufacturers and non-stocking distributors |
$ | $ | $ | |||||||||
Stocking distributors, net of sales allowances |
||||||||||||
Non-recurring engineering |
||||||||||||
Royalties |
||||||||||||
Other |
— | |||||||||||
$ | $ | $ | ||||||||||
Twelve Months Ended December 31, 2018 |
||||||||||||
Brick Products |
Advanced Products |
Total |
||||||||||
Direct customers, contract manufacturers and non-stocking distributors |
$ |
$ |
$ |
|||||||||
Stocking distributors, net of sales allowances |
||||||||||||
Non-recurring engineering |
||||||||||||
Royalties |
||||||||||||
Other |
— |
|||||||||||
$ |
$ |
$ |
||||||||||
December 31, 2020 |
December 31, 2019 |
Change |
||||||||||
Accounts receivable |
$ | $ | $ | |||||||||
Short-term deferred revenue and customer prepayments |
( |
) | ( |
) | ( |
) | ||||||
Long-term deferred revenue |
( |
) | ( |
) | ||||||||
Deferred expenses |
( |
) | ||||||||||
Sales allowances |
( |
) | ( |
) |
2020 |
2019 |
2018 |
||||||||||
United States |
$ | $ | $ | |||||||||
Europe |
||||||||||||
Asia Pacific |
||||||||||||
All other |
||||||||||||
$ | $ | $ | ||||||||||
2020 |
2019 |
2018 |
||||||||||
Cost of revenues |
$ | $ | $ | |||||||||
Selling, general and administrative |
||||||||||||
Research and development |
||||||||||||
Total stock-based compensation |
$ | $ | $ | |||||||||
2020 |
2019 |
2018 |
||||||||||
Stock options |
$ | $ | $ | |||||||||
ESPP |
||||||||||||
Total stock-based compensation |
$ | $ | $ | |||||||||
2020 |
2019 |
2018 |
||||||||||
Risk-free interest rate |
% | % | % | |||||||||
Expected dividend yield |
— | — | — | |||||||||
Expected volatility |
% | % | % | |||||||||
Expected lives (years) |
Options Outstanding |
Weighted- Average Exercise Price |
Weighted- Average Remaining Contractual Life in Years |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding on December 31, 2019 |
$ | |||||||||||||||
Granted |
$ | |||||||||||||||
Forfeited and expired |
( |
) | $ | |||||||||||||
Exercised |
( |
) | $ | |||||||||||||
Outstanding on December 31, 2020 |
$ | $ | ||||||||||||||
Exercisable on December 31, 2020 |
$ | $ | ||||||||||||||
Vested or expected to vest as of December 31, 2020(1) |
$ | $ | ||||||||||||||
(1) | In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. The number of options expected to vest is calculated by applying an estimated forfeiture rate to the unvested options. |
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
Total lease payments |
$ | |||
Less: Imputed interest |
||||
Present value of lease liabilities |
$ | |||
2021 |
$ | |||
2022 |
||||
2023 |
||||
2024 |
||||
Total lease payments to be received |
$ | |||
2020 |
2019 |
2018 |
||||||||||
Rental income, net |
$ | $ | $ | |||||||||
Foreign currency gains (losses), net |
( |
) | ( |
) | ||||||||
Interest income |
||||||||||||
Gain on disposal of equipment |
||||||||||||
Credit gains on available-for-sale |
||||||||||||
Other |
||||||||||||
$ | $ | $ | ||||||||||
2020 |
2019 |
2018 |
||||||||||
Statutory federal tax rate |
% | % | % | |||||||||
State income taxes, net of federal income tax benefit |
( |
) | ( |
) | ||||||||
Increase (decrease) in valuation allowance |
( |
) | ||||||||||
Permanent items |
( |
) | ( |
) | ( |
) | ||||||
Tax credits |
( |
) | ( |
) | ( |
) | ||||||
Provision vs. tax return differences |
( |
) | ||||||||||
Foreign rate differential and deferred items |
||||||||||||
Change in tax reserves |
— | — | ||||||||||
Other |
— | |||||||||||
2020 |
2019 |
2018 |
||||||||||
Domestic |
$ | $ | $ | |||||||||
Foreign |
||||||||||||
$ | $ | $ | ||||||||||
2020 |
2019 |
2018 |
||||||||||
Current: |
||||||||||||
Federal |
$ | $ | — | $ | — | |||||||
State |
||||||||||||
Foreign |
||||||||||||
Deferred: |
||||||||||||
Foreign |
( |
) | ( |
) | ||||||||
( |
) | ( |
) | |||||||||
$ | $ | $ | ||||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Research and development tax credit carryforwards |
$ | $ | ||||||
Net operating loss carryforwards |
||||||||
Inventory reserves |
||||||||
Investment tax credit carryforwards |
||||||||
Stock-based compensation |
||||||||
Vacation accrual |
||||||||
UNICAP |
||||||||
Accrued payroll tax deferral |
— | |||||||
Lease liabilities |
||||||||
Other |
||||||||
Total deferred tax assets |
||||||||
Less: Valuation allowance for deferred tax assets |
( |
) | ( |
) | ||||
Net deferred tax assets |
||||||||
Deferred tax liabilities: |
||||||||
Depreciation |
( |
) | ( |
) | ||||
Prepaid expenses |
( |
) | ( |
) | ||||
ROU assets |
( |
) | ( |
) | ||||
Other |
( |
) | ( |
) | ||||
Total deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred tax assets (liabilities) |
$ | $ | ||||||
2020 |
2019 |
2018 |
||||||||||
Balance on January 1 |
$ | $ | $ | |||||||||
Additions based on tax positions related to the current year |
||||||||||||
(Reductions) additions for tax positions of prior years |
( |
) | ||||||||||
Lapse of statute |
( |
) | ( |
) | ( |
) | ||||||
Balance on December 31 |
$ | $ | $ | |||||||||
First |
Second |
Third |
Fourth |
Total |
||||||||||||||||
2020: |
||||||||||||||||||||
Net revenues |
$ | $ | $ | $ | $ | |||||||||||||||
Gross margin |
||||||||||||||||||||
Consolidated net (loss) income |
( |
) | ||||||||||||||||||
Net income attributable to noncontrolling interest |
||||||||||||||||||||
Net (loss) income attributable to Vicor Corporation |
( |
) | ||||||||||||||||||
Net (loss) income per share attributable to Vicor Corporation: |
||||||||||||||||||||
Basic |
( |
) | ||||||||||||||||||
Diluted |
( |
) | ||||||||||||||||||
First |
Second |
Third |
Fourth |
Total |
||||||||||||||||
2019: |
||||||||||||||||||||
Net revenues |
$ | $ | $ | $ | $ | |||||||||||||||
Gross margin |
||||||||||||||||||||
Consolidated net income |
||||||||||||||||||||
Net income (loss) attributable to noncontrolling interest |
( |
) | ( |
) | ||||||||||||||||
Net income attributable to Vicor Corporation |
||||||||||||||||||||
Net income per share attributable to Vicor Corporation: |
||||||||||||||||||||
Basic |
||||||||||||||||||||
Diluted |
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9A. |
CONTROLS AND PROCEDURES |
ITEM 9B. |
OTHER INFORMATION |
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM 11. |
EXECUTIVE COMPENSATION |
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
* | Indicates a management contract or compensatory plan or arrangement required to be filled pursuant to Item 15(b) of Form 10-K. |
** | Filed with this Annual Report on Form 10-K for the year ended December 31, 2020 are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated |
Balance Sheets for the years ended December 31, 2020 and 2019; (ii) the Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018; (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018; (v) the Consolidated Statements of Equity for the years ended December 31, 2020, 2019 and 2018; and (vi) the Notes to Consolidated Financial Statements. |
(1) | Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 29, 2001 and incorporated herein by reference. |
(2) | Filed as an exhibit to the Company’s Registration Statement on Form 10, as amended, under the Securities Exchange Act of 1934 (File No. 0-18277), and incorporated herein by reference. (P) |
(3) | Filed as an exhibit to the Company’s Registration Statement on Form S-8, as amended, under the Securities Act of 1933 (No. 333-61177), and incorporated herein by reference. |
(4) | Filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 1, 2017 (File No. 000-18277), and incorporated herein by reference. |
(5) | Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2004 (File No. 0-18277) and incorporated herein by reference. |
(6) | Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 16, 2005 (File No. 0-18277) and incorporated herein by reference. |
(7) | Filed as an exhibit to the Company’s Annual Report on Form 10-K filed on March 14, 2006 (File No. 0-18277) and incorporated herein by reference. |
(8) | Filed as an exhibit to the Company’s Current Report on Form 8-K filed on June 4, 2020 (File No. 0-18277) and incorporated herein by reference. |
(9) | Filed as an exhibit to the Company’s Current Report on Form 8-K, dated June 6, 2007 (File No. 0-18277) and incorporated herein by reference. |
(10) | Filed as an exhibit to the Company’s Current Report and Form 8-K, dated March 6, 2008 (File No. 0-18277) incorporated herein by reference. |
(11) | Filed as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 1, 2017 (File No. 000-18277), and incorporated herein by reference. |
(12) | Filed as Appendix C to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 1, 2017 (File No. 000-18277), and incorporated herein by reference. |
(13) | Filed as Appendix D to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 1, 2017 (File No. 000-18277), and incorporated herein by reference. |
(14) | Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2018 (File No. 000-18277), and incorporated herein by reference. |
(15) | Filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8, under the Securities Act of 1933 (No. 333-232864), and incorporated herein by reference. |
(16) | Filed herewith. |
Description |
Balance at Beginning of Period |
Charge (Recovery)to Costs and Expenses |
Other Charges, Deductions (1) |
Balance at End of Period |
||||||||||||
Allowance for doubtful accounts: |
||||||||||||||||
Year ended: |
||||||||||||||||
December 31, 2020 |
$ | $ | $ | — | $ | |||||||||||
December 31, 2019 |
( |
) | ( |
) | ||||||||||||
December 31, 2018 |
— |
(1) | Reflects uncollectible accounts written off, net of recoveries. |
Vicor Corporation | ||
By: |
/s/ James A. Simms | |
James A. Simms | ||
Vice President, Chief Financial Officer |
Signature |
Title |
Date | ||
/s/ Patrizio Vinciarelli Patrizio Vinciarelli |
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) |
March 1, 2021 | ||
/s/ James A. Simms James A. Simms |
Chief Financial Officer and Vice President (Principal Financial Officer and Principal Accounting Officer) |
March 1, 2021 | ||
/s/ Estia J. Eichten Estia J. Eichten |
Director | March 1, 2021 | ||
/s/ Michael S. McNamara Michael S. McNamara |
Director | March 1, 2021 | ||
/s/ Samuel J. Anderson Samuel J. Anderson |
Director | March 1, 2021 | ||
/s/ Claudio Tuozzolo Claudio Tuozzolo |
Director | March 1, 2021 | ||
/s/ Jason L. Carlson Jason L. Carlson |
Director | March 1, 2021 | ||
/s/ Philip D. Davies Philip D. Davies |
Director | March 1, 2021 | ||
/s/ Andrew T. D’Amico Andrew T. D’Amico |
Director | March 1, 2021 |
EXHIBIT 4.2
DESCRIPTION OF THE REGISTRANTS SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES
EXCHANGE ACT OF 1934
Vicor Corporation (Vicor or the Company) has two classes of common stock outstanding: shares of Common Stock, par value $0.01 per share (Common Stock), which are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and listed on The NASDAQ Stock Market LLC under the ticker symbol VICR, and shares of our Class B Common Stock, par value $0.01 per share (Class B Common Stock), which are not subject to registration pursuant to Section 12 of the Exchange Act and are not listed on any exchange.
Description of Capital Stock
The following description of our capital stock is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Restated Certificate of Incorporation, as amended (the Certificate of Incorporation), and our By-Laws, as amended (the By-Laws), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read our Certificate of Incorporation, our By-Laws and the applicable provisions of the Delaware General Corporation Law for additional information.
Authorized Shares of Capital Stock
Our authorized capital stock consists of 77,000,000 shares, of which 62,000,000 are designated as Common Stock, 14,000,000 are designated as Class B Common Stock, and 1,000,000 are designated as Preferred Stock, par value $0.01 per share (Preferred Stock). Of the Preferred Stock, 175,000 shares were designated as Series A Convertible Preferred Stock (the Series A Preferred), 110,000 shares were designated as Series B Convertible Preferred Stock (the Series B Preferred) and 75,001 shares were designated as Series C Convertible Preferred Stock (the Series C Preferred and, together with the Series A Preferred and the Series B Preferred, collectively, the Designated Preferred Stock).
Common Stock
Voting Rights. Each holder of Common Stock is entitled to one vote for each share held on matters submitted to a vote of stockholders. Holders of shares of Common Stock and holders of shares of Class B Common Stock vote together as a single class on all matters lawfully submitted to a vote of stockholders, except as otherwise required by law and except as otherwise provided in our Certificate of Incorporation. See Class B Common Stock and Preferred Stock below for a discussion of certain circumstances under which holders of shares of Common Stock and holders of shares of Class B Common Stock do not vote together as a single class.
The provisions of Articles Fourth and Ninth of our Certificate of Incorporation (which address the rights of the Companys capital stock and amendments to the Certificate of Incorporation) may not be modified, revised, altered, amended, repealed or rescinded, except by the affirmative vote of the holders of a majority in interest of each class of the Companys outstanding capital stock entitled to vote generally in the election of the directors, voting as separate classes.
Our Certificate of Incorporation does not provide for cumulative voting for the election of directors.
Dividends. Subject to preferences that may apply to any outstanding shares of Preferred Stock, dividends may be declared by the Board of Directors upon and paid to the holders of Common Stock and Class B Common Stock out of funds legally available therefor. Such dividends, when, as and if declared and paid, shall be so
declared and paid to such holders pro rata according to the number of shares of Common Stock and Class B Common Stock held by each such holder (with the number of shares of outstanding Common Stock and Class B Common Stock being aggregated and considered a single class for this purpose). No dividend or other distribution may be declared upon the Common Stock, whether payable in cash or in shares of Common Stock or otherwise, unless a comparable dividend shall be declared upon the Class B Common Stock and vice versa. If the dividend declared upon the Common Stock is payable in shares of Common Stock, the comparable dividend declared upon the Class B Common Stock shall be payable in shares of Class B Common Stock, and vice versa.
Liquidation Rights. In the event of the liquidation, dissolution, or winding up of the Company, after payment or provision for payment of the debts and liabilities of the Company and the amounts to which holders of Preferred Stock, if any, may be entitled, holders of shares of Common Stock will be entitled to share ratably as one class with the holders of shares of Class B Common Stock in the remaining assets of the Company.
Preemptive, Conversion, or Redemption Rights. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into other securities. There are no redemption or sinking fund provisions applicable to our Common Stock.
A share of Class B Common Stock is convertible into one share of Common Stock in certain circumstances, as described below under Class B Common Stock.
Listing. Our Common Stock is listed on The NASDAQ Global Select Market under the symbol VICR.
Transfer Agent and Registrar. The Transfer Agent and Registrar for our Common Stock is Computershare Trust Company, N.A., located at College Station, Texas.
A discussion of the rights of the Class B Common Stock and the Preferred Stock, which affect or may affect the rights of the Common Stock, follows.
Class B Common Stock
Increases in Authorized and Outstanding Shares. Under our Certificate of Incorporation, we may not increase the authorized number of shares of Class B Common Stock without the affirmative vote of a majority of all votes entitled to be cast by the holders of the Common Stock and Class B Common Stock, voting as separate classes. We also may not issue any shares of Class B Common Stock, other than in connection with stock dividends and similar transactions, unless that issuance is approved by the affirmative vote of at least two-thirds in interest of the holders of our Common Stock and Class B Common Stock, voting as separate classes.
Voting Rights. Each holder of Class B Common Stock is entitled to 10 votes for each such share held on matters submitted to a vote of stockholders. Holders of shares of Common Stock and holders of shares of Class B Common Stock vote together as a single class on all matters lawfully submitted to a vote of stockholders, except as otherwise required by law and except as otherwise provided in our Certificate of Incorporation.
Dividends. See Common Stock Dividends above.
Liquidation Rights. In the event of the liquidation, dissolution, or winding up of the Company, after payment or provision for payment of the debts and liabilities of the Company and the amounts to which holders of Preferred Stock, if any, may be entitled, holders of shares of Class B Common Stock will be entitled to share ratably as one class with the holders of shares of Common Stock in the remaining assets of the Company.
Preemptive, Conversion, or Redemption Rights. Holders of Class B Common Stock have no preemptive rights, and there are no redemption or sinking fund provisions applicable to Class B Common Stock.
Each share of Class B Common Stock may, at any time, at the option of the holder, be converted into one share of Common Stock. Each outstanding share of Class B Common Stock will be converted into one share of
Common Stock at such time as the total number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate number of outstanding shares of Common Stock and Class B Common Stock. All shares of Class B Common Stock converted into Common Stock as described in this paragraph will be retired and revert to the status of authorized and unissued shares of Class B Common Stock.
Restrictions on Transfer. While certain transfers of shares of Class B Common Stock to certain permitted transferees for tax and estate planning purposes are authorized in our Certificate of Incorporation, shares of Class B Common Stock are generally subject to restrictions on sale or other transfers. Any transfer of shares of Class B Common Stock not permitted under the Certificate of Incorporation will result in the automatic conversion of those shares of Class B Common Stock into an equal number of shares of Common Stock.
Preferred Stock
Our authorized capital stock includes 1,000,000 shares designated as Preferred Stock, of which 175,000 were designated as Series A Preferred, 110,000 were designated as Series B Preferred, and 75,001 were designated as Series C Preferred. Currently, no shares of Preferred Stock are issued and outstanding. All previously issued and outstanding shares of Designated Preferred Stock have been converted into shares of our Common Stock and are not available for reissuance.
In the future, our Board of Directors may, without further action by holders of our capital stock, fix the rights, preferences, and restrictions of up to the remaining 639,999 authorized shares of Preferred Stock in one or more series and authorize their issuance; provided, however, that the issuance of any shares of Preferred Stock carrying in excess of one vote per share or convertible into shares of Class B Common Stock will require the prior approval of at least two-thirds in interest of the holders of the Common Stock and Class B Common Stock, voting as separate classes.
The rights and preferences of the Preferred Stock issued could include voting rights, dividend rights, conversion rights, redemption rights, liquidation preferences, and sinking fund terms, any or all of which may be greater than or superior to the rights of our Common Stock or Class B Common Stock. Accordingly, the issuance of Preferred Stock could adversely affect the voting power of holders of Common Stock or Class B Common Stock and the likelihood that such holders will receive dividend payments and payments upon liquidation, dissolution, or winding up of the Company. In addition, the issuance of Preferred Stock could have the effect of delaying, deferring, or preventing a change of control or other corporate action.
Voting Control and Anti-Takeover Provisions
The ownership of our Common Stock and Class B Common Stock is concentrated primarily between Dr. Vinciarelli, Chairman of the Board, President, and Chief Executive Officer of the Company, and a limited number of institutional investors. Accordingly, Dr. Vinciarelli has significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a change of control event (e.g., a merger or sale of the Company or its assets) or a liquidation, dissolution, or winding up of the Company.
Section 203 of the Delaware General Corporation Law
We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:
| before such date, the Board of Directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
| upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the |
time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also corporate officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
| on or after such date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
In general, Section 203 defines business combination to include the following:
| any merger or consolidation involving the corporation and the interested stockholder; |
| any sale, transfer, pledge, or other disposition of 10% or more of the assets of the corporation involving the interested stockholder; |
| subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
| any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or |
| the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges, or other financial benefits by or through the corporation. |
In general, Section 203 defines an interested stockholder as an entity or person who, together with the persons affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.
Exhibit 10.13
SUMMARY OF COMPENSATION AGREEMENT
BETWEEN VICOR CORPORATION AND ANDREW DAMICO
The following is a description of the compensation agreement between Vicor Corporation (the Company) and Andrew DAmico, provided pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K promulgated by the Securities and Exchange Commission, which requires a written description of a compensatory agreement when no formal document exists.
Mr. DAmico has served in the role of general counsel for the Company for intellectual property matters since January 2006. Pursuant to an informal compensation agreement between the Company and Mr. DAmico (the Agreement), in exchange for his services as general counsel, the Company has agreed to pay Mr. DAmico a fee of $30,000 per month, as well as reimbursement of expenses incurred in connection with his provision of services to the Company. Also pursuant to the Agreement, Mr. DAmico is entitled to an incentive fee equal to 3% of the royalties received by the Company pursuant to certain license agreements negotiated by Mr. DAmico on behalf of the Company. The aggregate amount of such incentive fees is limited to $1,000,000, although this amount may be increased by mutual agreement in certain circumstances, including the negotiation of additional license agreements by Mr. DAmico. As of December 31, 2020, the amount of such incentive fees payable to Mr. DAmico is immaterial. The Company expects to continue the Agreement, under the same terms and conditions, for the remainder of 2021.
Mr. DAmico also serves as a non-employee director of the Company and, as such, he is eligible to participate in, and receive cash and equity compensation in accordance with, the Companys standard non-employee director compensation programs.
EXHIBIT 21.1
SUBSIDIARIES OF THE COMPANY
Name |
State or Jurisdiction of Incorporation | |
Vicor GmbH |
Germany | |
VICR Securities Corporation |
Massachusetts, USA | |
Vicor France SARL |
France | |
Vicor Italy SRL |
Italy | |
Vicor Hong Kong Ltd. |
Hong Kong | |
Vicor U.K. Ltd. |
United Kingdom | |
Vicor Japan Company, Ltd. |
Japan | |
Vicor KK |
Japan | |
Vicor Trading (Shanghai) Limited Vicor Development Corporation |
China Delaware, USA | |
Freedom Power Systems, Inc. |
Delaware, USA | |
Northwest Power, Inc. |
Delaware, USA | |
560 Oakmead LLC |
California, USA |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Vicor Corporation:
We consent to the incorporation by reference in the registration statements (Nos. 333-240335, 333-232864, 333-225500, 333-219760, 333-99423, 333-44790) on Forms S-8 and the registration statement (No. 333-239041) on Form S-3 of Vicor Corporation of our reports dated March 1, 2021, with respect to the consolidated balance sheets of Vicor Corporation and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, cash flows, and equity for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule listed in Item 15(a)(2) (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2020, which reports appear in the December 31, 2020 annual report on Form 10-K of Vicor Corporation.
/s/ KPMG LLP
Boston, Massachusetts
March 1, 2021
Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Patrizio Vinciarelli, certify that:
1. | I have reviewed this report on Form 10-K of Vicor Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: March 1, 2021
/s/ Patrizio Vinciarelli |
Patrizio Vinciarelli |
Chief Executive Officer |
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, James A. Simms, certify that:
1. | I have reviewed this report on Form 10-K of Vicor Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States; |
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Dated: March 1, 2021
/s/ James A. Simms |
James A. Simms |
Vice President, Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vicor Corporation (the Company) on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Patrizio Vinciarelli, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Patrizio Vinciarelli |
Patrizio Vinciarelli |
President, Chairman of the Board and Chief Executive Officer |
March 1, 2021
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Vicor Corporation (the Company) on Form 10-K for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, James A. Simms, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ James A. Simms |
James A. Simms |
Vice President, Chief Financial Officer |
March 1, 2021
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.