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United States securities and exchange commission logo
November 1, 2022
James Schmidt
Chief Financial Officer, Corporate Secretary and Treasurer
VICOR CORP
25 Frontage Road
Andover, MA 01810
Re: VICOR CORP
Form 10-K for the
Year Ended December 31, 2021
Form 10-Q for the
Quarter Ended June 30, 2022
File No. 000-18277
Dear James Schmidt:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Note 17. Segment Information, page 71
1. We note your disclosure
that in the second quarter of 2019, management determined, with
the approval of the
Company s BOD and CODM, Dr. Vinciarelli, you would report as one
segment, rather than
under the three segment approach previously employed since 2007.
We also note your
disclosure that your CODM now determines the allocation of resources
based upon the two
product groupings, which constitute one segment. Please clarify for
us if you are referring
to one reportable segment, or one operating segment. If you believe
you have one reportable
segment, but more than one operating segment, please provide us
your aggregation
analysis under ASC 280-10-50-11. If you believe you only have one
operating segment,
please provide us the following information:
Provide us with
details about your management structure and how your company is
organized;
Describe the role
of your CODM and each of the individuals reporting to the CODM;
James Schmidt
FirstName LastNameJames Schmidt
VICOR CORP
Comapany 1,
November NameVICOR
2022 CORP
November
Page 2 1, 2022 Page 2
FirstName LastName
Identify and describe the role of each of your segment
managers;
Describe the key operating decisions, who makes these
decisions, how performance
is assessed and how resources are allocated within your business;
Tell us how often the CODM meets with his direct reports, the
financial information
the CODM reviews in conjunction with those meetings, and the
other participants at
those meetings;
Explain how budgets are prepared, who approves the budget at
each step of the
process, the level of detail discussed at each step, and the
level at which the CODM
makes changes to the budget; and
Describe the basis for determining the compensation for each
individual that reports
to the CODM.
General
2. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions. For example,
discuss whether you have or expect to:
suspend the production, purchase, sale or maintenance of certain
items due to a lack
of raw materials, parts, or equipment; inventory shortages;
reduced headcount; or
delayed projects;
experience labor shortages that impact your business;
experience cybersecurity attacks in your supply chain;
experience higher costs due to constrained capacity or increased
commodity prices or
challenges sourcing materials;
experience surges or declines in consumer demand for which you are
unable to
adequately adjust your supply; or
be unable to supply products at competitive prices or at all due
to export restrictions,
sanctions, tariffs, trade barriers, or political or trade tensions
among countries;
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
Form 10-Q for the Quarter Ended June 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 20
3. We note your disclosure within MD&A that external factors such as
supply chain
uncertainties have caused your operating results to vary meaningfully.
Please discuss
in future filings whether supply chain disruptions materially affect
your outlook or
business goals. Specify whether these challenges have materially
impacted your results of
operations or capital resources and quantify, to the extent possible,
how your sales, profits,
and/or liquidity have been impacted. Also, please discuss known trends
or uncertainties
resulting from mitigation efforts undertaken, if any. Explain whether
any mitigation
efforts introduce new material risks, including those related to
product quality, reliability,
or regulatory approval of products.
James Schmidt
VICOR CORP
November 1, 2022
Page 3
Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021, page
25
4. We note your disclosure that for the six months ended June 30, 2022
compared to the six
months ended June 30, 2021, the increase in net revenue for Advanced
Products was
primarily the result of growth in the data center and high performance
computing
business. The decrease in net revenues for Brick Products was due to
unfavorable market
conditions. In light of the significant increase in Advanced Products
at the same time that
Brick Products had a significant decrease, please expand your
discussion to include the
extent to which such changes are attributable to changes in prices or
changes in the
volume or amount of goods sold, or to the introduction of new products
or services. See
guidance in Item 303(b)(2)(iii) of Regulation S-K.
5. We note your disclosure that for the six months ended June 30, 2022 as
compared to the
six months ended June 30, 2021, the decrease in gross margin dollars
and gross margin
percentage was primarily due to unfavorable changes in product mix, a
negative impact
from production inefficiencies associated with initial production
volumes of new products,
and certain supply chain cost increases. In light of the significant
decrease in gross
margin while net revenue increased in Advanced Products and decreased
in Brick
Products during this period, please explain to us and revise to
provide further detail of the
nature of the changes in gross margin. As part of your response and
revised disclosure,
please quantify the factors responsible for the change in gross
margin, including any
offsetting amounts.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Claire Erlanger at (202) 551-3301 or Kevin Woody at (202)
551-
3629 with any questions.
FirstName LastNameJames Schmidt Sincerely,
Comapany NameVICOR CORP
Division of
Corporation Finance
November 1, 2022 Page 3 Office of
Manufacturing
FirstName LastName