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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________

Commission File Number 0-18277

VICOR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	04-2742817
(State of Incorporation)	(I.R.S. Employer Identification No.)

25 Frontage Road, Andover, Massachusetts 01810

(Address of Principal Executive Office)

(978) 470-2900

(Registrant’s telephone number)

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

     Title of each class 

     Trading Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value 
$0.01 per share

      VICR

     The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Smaller reporting company	☐
Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of each of the issuer’s classes of Common Stock as of April 22, 2025 was:


Common Stock, $.01 par value	33,469,514
Class B Common Stock, $.01 par value	11,738,718

Table of Contents

VICOR CORPORATION

INDEX


	Page
Part I — Financial Information:
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at March 31, 2025 and December 31, 2024	1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024	2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024	3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	4
Condensed Consolidated Statements of Equity for the three months ended March 31, 2025 and 2024	5
Notes to Condensed Consolidated Financial Statements	6
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3 — Quantitative and Qualitative Disclosures About Market Risk	22
Item 4 — Controls and Procedures	23
Part II — Other Information:	24
Item 1 — Legal Proceedings	24
Item 1A — Risk Factors	24
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 5 — Other Information	24
Item 6 — Exhibits	25
Signatures	26
EX-31.1 SECTION 302 CERTIFICATION OF CEO
EX-31.2 SECTION 302 CERTIFICATION OF CFO
EX-32.1 SECTION 906 CERTIFICATION OF CEO
EX-32.2 SECTION 906 CERTIFICATION OF CFO

Table of Contents

VICOR CORPORATION

Part I – Financial Information

Item 1 – Financial Statements

Condensed Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)


	March 31, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	296,099		$	277,273
Accounts receivable, net		65,864			52,948
Inventories		98,515			106,032
Other current assets		26,486			26,781
Total current assets		486,964			463,034
Long-term deferred tax assets, net		273			261
Long-term investment, net		2,664			2,641
Property, plant and equipment, net		153,117			152,705
Other assets		22,020			22,477
Total assets	$	665,038		$	641,118
Liabilities and Equity
Current liabilities:
Accounts payable	$	16,866		$	8,737
Accrued compensation and benefits		12,548			10,852
Accrued litigation		27,219			26,888
Accrued expenses		8,558			6,589
Short-term lease liabilities		1,675			1,716
Sales allowances		2,114			1,667
Income taxes payable		57			59
Short-term deferred revenue and customer prepayments		6,624			5,312
Total current liabilities		75,661			61,820
Long-term income taxes payable		3,461			3,387
Long-term lease liabilities		5,353			5,620
Total liabilities		84,475			70,827
Commitments and contingencies (Note 11)
Equity:
Vicor Corporation stockholders’ equity:
Class B Common Stock: 10 votes per share, $.01 par value, 14,000,000 shares authorized, 11,738,718 shares issued and outstanding in 2025 and 2024		118			118
Common Stock: 1 vote per share, $.01 par value, 62,000,000 shares authorized 45,170,879 shares issued and 33,521,769 shares outstanding in 2025; 45,082,156 shares issued and 33,433,046 shares outstanding in 2024		453			452
Additional paid-in capital		415,131			407,617
Retained earnings		305,342			302,803
Accumulated other comprehensive loss		(1,312	)		(1,495	)
Treasury stock at cost: 11,649,110 shares in 2025 and 2024		(139,424	)		(139,424	)
Total Vicor Corporation stockholders’ equity		580,308			570,071
Noncontrolling interest		255			220
Total equity		580,563			570,291
Total liabilities and equity	$	665,038		$	641,118

See accompanying notes.

-1-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended
	March 31,
	2025			2024
Product revenue	$	83,206		$	75,692
Royalty revenue		10,762			8,180
Net revenues		93,968			83,872
Cost of product revenues		49,603			38,749
Gross margin		44,365			45,123
Operating expenses:
Selling, general and administrative		25,137			25,999
Research and development		19,377			18,039
Litigation-contingency expense		—			17,200
Total operating expenses		44,514			61,238
Loss from operations		(149	)		(16,115	)
Other income (expense), net:
Total unrealized gains on available-for-sale securities, net		23			92
Less: portion of gains recognized in other comprehensive income		(23	)		(92	)
Net credit gains recognized in earnings		—			—
Other income (expense), net		3,134			2,724
Total other income (expense), net		3,134			2,724
Income (loss) before income taxes		2,985			(13,391	)
Less: Provision for income taxes		424			1,071
Consolidated net income (loss)		2,561			(14,462	)
Less: Net income attributable to noncontrolling interest		22			11
Net income (loss) attributable to Vicor Corporation	$	2,539		$	(14,473	)

Net income (loss) per common share attributable to Vicor Corporation:
Basic	$	0.06		$	(0.33	)
Diluted	$	0.06		$	(0.33	)
Shares used to compute net income (loss) per common share attributable to Vicor Corporation:
Basic		45,217			44,516
Diluted		45,495			44,516

See accompanying notes.

-2-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2025		2024
Consolidated net income (loss)	$	2,561	$	(14,462	)
Foreign currency translation gains (losses), net of tax (1)		173		(226	)
Unrealized gains on available-for-sale securities, net of tax (1)		23		92
Other comprehensive income (loss)		196		(134	)
Consolidated comprehensive income (loss)		2,757		(14,596	)
Less: Comprehensive income (loss) attributable to noncontrolling interest		35		(6	)
Comprehensive income (loss) attributable to
Vicor Corporation	$	2,722	$	(14,590	)

(1)

The deferred tax assets associated with foreign currency translation gains (losses) and unrealized gains on available-for-sale securities are completely offset by a tax valuation allowance as of March 31, 2025 and 2024. Therefore, there is no income tax benefit (provision) recognized for the three months ended March 31, 2025 and 2024.

See accompanying notes.

-3-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2025			2024

Operating activities:
Consolidated net income (loss)	$	2,561		$	(14,462	)
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
Depreciation and amortization		5,189			4,614
Stock-based compensation expense		4,349			3,780
Provision for doubtful accounts		7			—
Litigation-contingency expense		—			17,200
Decrease in long-term deferred revenue		—			(360	)
Decrease (increase) in other assets		480			(99	)
Deferred income taxes		(2	)		4
Decrease in long-term income taxes payable		74			8
Change in current assets and liabilities, net		7,470			(8,103	)
Net cash provided by operating activities		20,128			2,582
Investing activities:
Additions to property, plant and equipment and internal-use software		(4,550	)		(7,270	)
Net cash used for investing activities		(4,550	)		(7,270	)
Financing activities:
Proceeds from employee stock plans		3,166			1,756
Net cash provided by financing activities		3,166			1,756
Effect of foreign exchange rates on cash		82			(115	)
Net increase (decrease) in cash and cash equivalents		18,826			(3,047	)
Cash and cash equivalents at beginning of period		277,273			242,219
Cash and cash equivalents at end of period	$	296,099		$	239,172
Supplemental disclosure:
Purchases of property, plant and equipment and internal-use software incurred but not yet paid	$	2,990		$	1,983

See accompanying notes.

-4-

Table of Contents

VICOR CORPORATION

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)


															Total
									Accumulated						Vicor
	Class B				Additional				Other						Corporation
	Common		Common		Paid-In		Retained		Comprehensive			Treasury			Stockholders’		Noncontrolling		Total
	Stock		Stock		Capital		Earnings		(Loss) Income			Stock			Equity		Interest		Equity
Three Months Ended March 31, 2025
Balance on December 31, 2024	$	118	$	452	$	407,617	$	302,803	$	(1,495	)	$	(139,424	)	$	570,071	$	220	$	570,291
Issuance of Common Stock under employee stock plans				1		3,165										3,166				3,166
Stock-based compensation expense						4,349										4,349				4,349
Components of comprehensive income, net of tax:
Net income								2,539								2,539		22		2,561
Other comprehensive income										183						183		13		196
Total comprehensive income																2,722		35		2,757
Balance on March 31, 2025	$	118	$	453	$	415,131	$	305,342	$	(1,312	)	$	(139,424	)	$	580,308	$	255	$	580,563


																Total
										Accumulated						Vicor
	Class B				Additional					Other						Corporation
	Common		Common		Paid-In		Retained			Comprehensive			Treasury			Stockholders’			Noncontrolling			Total
	Stock		Stock		Capital		Earnings			Loss			Stock			Equity			Interest			Equity
Three Months Ended March 31, 2024
Balance on December 31, 2023	$	118	$	445	$	383,832	$	296,674		$	(1,273	)	$	(138,927	)	$	540,869		$	237		$	541,106
Issuance of Common Stock under employee stock plans				1		1,755											1,756						1,756
Stock-based compensation expense						3,780											3,780						3,780
Components of comprehensive income (loss), net of tax:
Net (loss) income								(14,473	)								(14,473	)		11			(14,462	)
Other comprehensive loss											(117	)					(117	)		(17	)		(134	)
Total comprehensive loss																	(14,590	)		(6	)		(14,596	)
Balance on March 31, 2024	$	118	$	446	$	389,367	$	282,201		$	(1,390	)	$	(138,927	)	$	531,815		$	231		$	532,046

See accompanying notes.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

1. Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of Vicor Corporation and its consolidated subsidiaries (collectively, the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, these interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for any other interim period or the year ending December 31, 2025. The balance sheet at December 31, 2024 presented herein has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the SEC on March 3, 2025.

2. Inventories

Inventories were as follows (in thousands):


	March 31, 2025		December 31, 2024
Raw materials	$	76,849	$	78,934
Work-in-process		15,297		16,389
Finished goods		6,369		10,709
	$	98,515	$	106,032

3. Investments

As of March 31, 2025 and December 31, 2024, the Company held one auction rate security with a par value of $3,000,000 and an estimated fair value of approximately $2,664,000 and $2,641,000, respectively, purchased through and held in custody by a broker-dealer affiliate of Bank of America, N.A., that has experienced failed auctions (the “Failed Auction Security”) since February 2008. The Failed Auction Security held by the Company is Aaa/AA+ rated by major credit rating agencies, is collateralized by student loans, and is guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program. Management is not aware of any reason to believe the issuer of the Failed Auction Security is presently at risk of default. Through March 31, 2025, the Company has continued to receive interest payments on the Failed Auction Security in accordance with the terms of its indenture. Management believes the Company ultimately should be able to liquidate the Failed Auction Security without significant loss primarily due to the overall quality of the issue held and the collateral securing the substantial majority of the underlying obligation. However, current conditions in the auction rate securities market have led management to conclude the recovery period for the Failed Auction Security exceeds 12 months. As a result, the Company continued to classify the Failed Auction Security as long-term as of March 31, 2025.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

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


	March 31, 2025
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	264,309	$	—
Failed Auction Security		—		2,664
Total		264,309		2,664

Other measurement basis:
Cash on hand		31,790		—
Total	$	296,099	$	2,664


	December 31, 2024
	Cash and Cash		Long-Term
	Equivalents		Investment
Measured at fair value:
Available-for-sale securities:
Money market funds	$	246,745	$	—
Failed Auction Security		—		2,641
Total		246,745		2,641

Other measurement basis:
Cash on hand		30,528		—
Total	$	277,273	$	2,641

The following is a summary of the available-for-sale securities (in thousands):

          
         Gross

         Gross

         Estimated

          
         Unrealized

         Unrealized

         Fair

         March 31, 2025

         Cost

         Gains

         Losses

         Value

Failed Auction Security

3,000

—

336

2,664

          
         Gross

         Gross

         Estimated

          
         Unrealized

         Unrealized

         Fair

         December 31, 2024

         Cost

         Gains

         Losses

         Value

Failed Auction Security

3,000

—

359

2,641

As of March 31, 2025, the Failed Auction Security had been in an unrealized loss position for greater than 12 months.

The amortized cost and estimated fair value of the available-for-sale securities on March 31, 2025, by type and contractual maturities, are shown below (in thousands):


			Estimated
	Cost		Fair Value
Failed Auction Security:

Due in seventeen years	$	3,000	$	2,664

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

4. Fair Value Measurements

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

Assets and liabilities measured at fair value on a recurring basis included the following as of March 31, 2025 (in thousands):

          
         Using

          
         Significant

          
         Quoted Prices

         Other

         Significant

          
         in Active

         Observable

         Unobservable

         Total Fair

          
         Markets

         Inputs

         Inputs

         Value as of

          
         (Level 1)

         (Level 2)

         (Level 3)

         March 31, 2025

         Cash equivalents:

Money market funds

264,309

—

—

264,309

         Long-term investment:

Failed Auction Security

—

—

2,664

2,664

Assets and liabilities measured at fair value on a recurring basis included the following as of December 31, 2024 (in thousands):

          
         Using

          
         Significant

          
         Quoted Prices

         Other

         Significant

          
         in Active

         Observable

         Unobservable

         Total Fair

          
         Markets

         Inputs

         Inputs

         Value as of

          
         (Level 1)

         (Level 2)

         (Level 3)

         December 31, 2024

         Cash equivalents:

Money market funds

246,745

—

—

246,745

         Long-term investment:

Failed Auction Security

—

—

2,641

2,641

The change in the estimated fair value calculated for the investment valued on a recurring basis utilizing Level 3 inputs (i.e., the Failed Auction Security) for the three months ended March 31, 2025 was as follows (in thousands):


Balance at the beginning of the period	$	2,641
Gain included in Other comprehensive income		23
Balance at the end of the period	$	2,664

Management utilized a probability weighted discounted cash flow model to determine the estimated fair value as of March 31, 2025.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

5. Segment Information

The Company has determined its Chief Operating Decision Maker (“CODM”) to be the Chief Executive Officer ("CEO"). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. The Company is organized and operates as a single operating and reportable segment. The CODM assesses performance for the segment and decides how to allocate resources based on consolidated net income. The CODM manages the business using consolidated expense information for the single operating segment. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.

The Company offers a comprehensive range of modular building blocks enabling rapid design of a power system specific to a customer’s precise needs. Based on design, performance, and form factor considerations, as well as the range of evolving applications for which the products are appropriate, the Company categorizes its product portfolios as either Advanced Products or Brick Products, which constitute one segment. Both product lines are built in the Company’s manufacturing facility in Andover, Massachusetts employing similar processing and production techniques, and are supported by the same sales and marketing organizations. The measure of segment assets is reported on the balance sheet as total consolidated assets.

The following tables present the Company’s net revenues disaggregated by geography with respect to the Company’s single operating segment for the three months ended March 31, 2025 and 2024 (in thousands):


	Three Months Ended March 31,
	2025		2024
United States	$	36,842	$	48,160
Europe		9,873		10,856
Asia Pacific		47,087		24,320
All other		166		536
	$	93,968	$	83,872

The Company's long-lived tangible assets, as well as the Company's operating lease right-of-use assets recognized on the Condensed Consolidated Balance Sheets were located as follows:


	March 31, 2025		December 31, 2024
	(in thousands)
United States	$	148,395	$	146,472
International		4,722		6,233

See the condensed consolidated financial statements and footnotes for other financial information regarding the Company’s operating segment.

6. Revenues

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


	Three Months Ended March 31, 2025
	Brick Products		Advanced Products		Total
United States	$	13,535	$	23,307	$	36,842
Europe		7,773		2,100		9,873
Asia Pacific		12,801		34,286		47,087
All other		2		164		166
	$	34,111	$	59,857	$	93,968

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)


	Three Months Ended March 31, 2024
	Brick Products		Advanced Products		Total
United States	$	20,974	$	27,186	$	48,160
Europe		6,857		3,999		10,856
Asia Pacific		12,268		12,052		24,320
All other		493		43		536
	$	40,592	$	43,280	$	83,872

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


	Three Months Ended March 31, 2025
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	18,282	$	43,488	$	61,770
Stocking distributors, net of sales allowances		15,364		3,846		19,210
Non-recurring engineering		465		1,401		1,866
Royalties		—		10,762		10,762
Other		—		360		360
	$	34,111	$	59,857	$	93,968


	Three Months Ended March 31, 2024
	Brick Products		Advanced Products		Total
Direct customers, contract manufacturers and non-stocking distributors	$	20,810	$	21,640	$	42,450
Stocking distributors, net of sales allowances		19,407		9,632		29,039
Non-recurring engineering		375		3,468		3,843
Royalties		—		8,180		8,180
Other		—		360		360
	$	40,592	$	43,280	$	83,872

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


	March 31, 2025			December 31, 2024			Change
Short-term deferred revenue and customer prepayments	$	(6,624	)	$	(5,312	)	$	(1,312	)
Sales allowances		(2,114	)		(1,667	)		(447	)

The Company records deferred revenue, which represents a contract liability, when cash payments are received or due in advance of performance under a contract with a customer. The Company recognized revenue of $1,326,000 and $360,000 for the three months ended March 31, 2025 and 2024, respectively, that was included in deferred revenue at the beginning of the respective period.

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

7. Stock-Based Compensation

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


	Three Months Ended
	March 31,
	2025		2024
Cost of product revenues	$	967	$	754
Selling, general and administrative		2,194		1,919
Research and development		1,188		1,107
Total stock-based compensation	$	4,349	$	3,780

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


	Three Months Ended
	March 31,
	2025		2024
Stock options	$	4,077	$	3,466
ESPP		272		314
Total stock-based compensation	$	4,349	$	3,780

8. Rental Income

Income, net under the Company’s operating lease agreement, for its owned facility leased to a third party in California, was approximately $284,000 and $198,000 for the three month periods ended March 31, 2025 and 2024, respectively. The initial term of the lease agreement expired on May 31, 2024 and was extended for an additional eighty-four months, commencing June 1, 2024 and ending May 31, 2031.

9. Income Taxes

The provision for income taxes includes estimated federal, state and foreign income taxes.

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


	Three Months Ended
	March 31,
	2025			2024
Provision for income taxes	$	424		$	1,071
Effective income tax rate		14.2	%		(8.0	)%

The effective tax rates differ from the statutory tax rates for the three months ended March 31, 2025 and 2024 primarily due to the Company’s full valuation allowance position against net domestic deferred tax assets. The provision for income taxes for the three months ended March 31, 2025 and 2024 included estimated federal, state, and foreign income taxes in jurisdictions in which the Company does not have sufficient tax attributes.

As of March 31, 2025, the Company had a valuation allowance of approximately $ 61,488,000 against all net domestic deferred tax assets, for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance. Despite recent positive operating results, the Company faces uncertainties in forecasting its operating results due to the unpredictability of customer orders in certain markets, product transitions, new program introductions and adoption times of new technology offerings. This operating uncertainty also makes it difficult to predict the availability and utilization of tax benefits over the next several years. As a result, management has concluded, as of March 31, 2025, it is more likely than not the Company’s net domestic deferred tax assets will not be realized, and a full valuation allowance against all net domestic deferred tax assets is still warranted as of March 31, 2025. The valuation allowance against these deferred tax assets may require adjustment in the future based on changes in the mix of temporary differences, changes in tax laws, and operating performance. If the positive operating results continue, the Company’s concerns about industry uncertainty, product transitions, new program introductions and adoption times of new technology offerings are resolved, and the Company believes future taxable income can be more reliably forecasted, the Company may release all or a portion of the valuation allowance in the near-term. Certain state tax credits, though, will likely never be released by the valuation allowance. If and when the Company determines the valuation allowance should be released (i.e., reduced), the adjustment would result in a tax benefit reported in that period’s Consolidated Statements of Operations, the effect of which would be an increase in reported net income.

10. Net Income (Loss) per Share

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


	Three Months Ended
	March 31,
	2025		2024

Numerator:
Net income (loss) attributable to Vicor Corporation	$	2,539	$	(14,473	)
Denominator:
Denominator for basic net income (loss) per share – weighted average shares (1)		45,217		44,516
Effect of dilutive securities:
Employee stock options (2)		278		—
Denominator for diluted net income (loss) per share – adjusted weighted-average shares and assumed conversions		45,495		44,516

Basic net income (loss) per share	$	0.06	$	(0.33	)
Diluted net income (loss) per share	$	0.06	$	(0.33	)

(1)

Denominator represents the weighted average number of shares of Common Stock and Class B Common Stock outstanding.

(2)

Options to purchase 1,016,008 and 2,500,448 shares of Common Stock for the three months ended March 31, 2025 and 2024, respectively, were not included in the calculation of net income (loss) per share as the effect would have been antidilutive.

11. Commitments and Contingencies

At March 31, 2025, the Company had approximately $6,525,000 of cancelable and non-cancelable capital expenditure commitments, principally for manufacturing equipment.

As previously reported in its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, the Company is the defendant in a patent infringement lawsuit originally filed on January 28, 2011 by SynQor, Inc. (“SynQor”) in the U.S. District Court for the

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

Eastern District of Texas (the “District Court”). SynQor alleged that certain Vicor products infringed certain United States Patents owned by SynQor.

On October 26, 2022, after a trial in the District Court, the jury returned a verdict finding that the Company willfully infringed one SynQor patent, and awarding SynQor damages in the amount of $6,500,000.

On May 20, 2024, the District Court issued an Amended Corrected Final Judgment, awarding SynQor actual damages of $6,500,000, enhanced damages of $4,500,000, costs in the amount of approximately $87,000, attorney fees in the amount of $9,500,000, and pre-judgment interest of approximately $5,400,000, for a total judgment of approximately $26,000,000. In addition, the District Court ordered that post-judgment interest would accrue at an amount of $2,323 per day starting on April 24, 2024 until the judgment is paid, compounded annually, and that additional post-judgment interest in the amount of $1,351 per day would accrue starting on May 20, 2024 until the judgment is paid, compounded annually.

On May 22, 2024, the Company filed an appeal of the District Court’s judgment to the United States Court of Appeals for the Federal Circuit. That appeal remains pending.

In accordance with applicable accounting standards, the Company recorded a litigation related accrual of $6,500,000 in the third quarter of 2022 and incremental litigation related accruals of $17,200,000 in the first quarter of 2024 and $2,300,000 in the second quarter of 2024 when the Amended Corrected Final Judgment was issued, for a total of $26,000,000, as its estimate based on the awarded judgments, including enhanced damages, pre-judgment interest, costs and attorney fees. The final determination of the litigation related accrual amount will be subject to appeal and could differ from the recorded liability.

Consistent with the court order, post-judgment interest will accrue on the pre-judgment amount until paid and the Company has recorded post-judgment interest of approximately $331,000 for the quarter ended March 31, 2025, within the Selling, general and administrative expenses on the Condensed Consolidated Statement of Operations and the associated Accrued litigation account.

On July 11, 2024, purported stockholders of the Company filed a putative class action lawsuit in the U.S. District Court for the Northern District of California styled Pouladian et al. v. Vicor Corporation et al., case number 3:24-cv-04196. The suit was brought against the Company and the Company’s Chief Executive Officer, President and Chairman (the "Defendants"). The plaintiffs allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to allegedly false and misleading statements during earnings calls in 2023 about the Company’s commercial relationship with an existing customer. The complaint seeks damages, interest and attorneys’ fees and costs. The plaintiffs were appointed lead plaintiffs on October 24, 2024, and an amended complaint was filed on November 22, 2024. The Defendants filed their motion to dismiss the amended complaint on January 1, 2025 and the hearing for the motion to dismiss is scheduled for May 22, 2025. The Defendants believe the plaintiffs’ claims are without merit and intend to vigorously defend against the lawsuit.

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

12. Impact of Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity ("PBE") to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the

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Table of Contents

VICOR CORPORATION

Notes to Condensed Consolidated Financial Statements

March 31, 2025

(unaudited)

revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all periods presented. The Company expects this ASU to impact disclosures with no impact to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Other new pronouncements issued but not effective until after March 31, 2025 are not expected to have a material impact on the Company’s consolidated financial statements.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2025

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

Cautionary Note Regarding Forward-Looking Statements

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, and operating results, and the share price of its Common Stock. This document and other documents filed by the Company with the Securities and Exchange Commission (“SEC”) include forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbor afforded under the Private Securities Litigation Reform Act of 1995 and other safe harbors afforded under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based on our current beliefs, expectations, estimates, forecasts, and projections for the future performance of the Company and are subject to risks and uncertainties. Forward-looking statements are identified by the use of words denoting uncertain, future events, such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “if,” “intend,” “may,” “plan,” “potential,” “project,” “prospective,” “seek,” “should,” “target,” “will,” or “would,” as well as similar words and phrases, including the negatives of these terms, or other variations thereof. Forward-looking statements also include, but are not limited to, statements regarding: our ability to address certain supply chain risks; our ongoing development of power conversion architectures, switching topologies, materials, packaging, and products; the ongoing transition of our business strategically, organizationally, and operationally from serving a large number of relatively low-volume customers across diversified markets and geographies to serving a small number of relatively large volume customers; our intent to enter new market segments; the levels of customer orders overall and, in particular, from large customers and the delivery lead times associated therewith; anticipated new and existing customer wins; the financial and operational impact of customer changes to shipping schedules; the derivation of a portion of our sales in each quarter from orders booked in the same quarter; our intent to expand the percentage of revenue associated with licensing our intellectual property to third parties; our plans to invest in expanded manufacturing capacity, including the implementation of new manufacturing processes; our belief that cash generated from operations together with our available cash and cash equivalents will be sufficient to fund planned operational needs and capital equipment purchases, for the foreseeable future; our outlook regarding tariffs and the impact thereof on our business; our belief that we have limited exposure to currency risks; our intentions regarding the declaration and payment of cash dividends; our intentions regarding protecting our rights under our patents; and our expectation that no current litigation or claims will have a material adverse impact on our financial position or results of operations. These forward-looking statements are based upon our current expectations and estimates associated with prospective events and circumstances that may or may not be within our control and as to which there can be no assurance. Actual results could differ materially from those implied by forward-looking statements as a result of various factors, including but not limited to those described above, as well as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under Part I, Item 1 — “Business,” under Part I, Item 1A — “Risk Factors,” under Part I, Item 3 — “Legal Proceedings,” and under Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those described in this Quarterly Report on Form 10-Q, particularly under Part I, Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The discussion of our business contained herein, including the identification and assessment of factors that may influence actual results, may not be exhaustive. Therefore, the information presented should be read together with other documents we file with the SEC from time to time, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, which may supplement, modify, supersede, or update the factors discussed in this Quarterly Report on Form 10-Q. Any forward-looking statement made in this Quarterly Report on Form 10-Q is based on information currently available to us and speaks only as of the date on which it is made. We do not undertake any obligation to update any forward-looking statements as a result of future events or developments, except as required by law.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2025

Overview

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

Based on design, performance, and form factor considerations, as well as the range of evolving applications for which our products are appropriate, we categorize our product portfolios as either “Advanced Products” or “Brick Products.” The Advanced Products category consists of our more recently introduced products, which are largely used to implement our proprietary Factorized Power Architecture™ (“FPA”), an innovative power distribution architecture enabling flexible, rapid power system design using individual components optimized to perform a specific conversion function.

The Brick Products category largely consists of our broad and well-established families of integrated power converters, incorporating multiple conversion stages, used in conventional power systems architectures. Given the growth profiles of the markets we serve with our Advanced Products line and our Brick Products line, our strategy involves a continuing transition in organizational focus, emphasizing investment in our Advanced Products line and targeting high growth market segments with a low-mix, high-volume operational model, while maintaining a profitable business in the mature market segments we serve with our Brick Products line with a high-mix, low-volume operational model.

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

Our quarterly consolidated operating results can be difficult to forecast and have been subject to significant fluctuations. We plan our production and inventory levels based on management’s estimates of customer demand, customer forecasts, and other information sources. Customer forecasts, particularly those of OEM, ODM, and contract manufacturing customers to which we supply Advanced Products in high volumes, are subject to scheduling changes on short notice, contributing to operating inefficiencies and excess costs. In addition, external factors such as supply chain uncertainties, which are often associated with the cyclicality of the electronics industry, regional macroeconomic and trade-related circumstances, and force majeure events (most recently evidenced by the COVID-19 pandemic), have caused our operating results to vary meaningfully. Supply chain disruptions, including those associated with our reliance on outsourced package process steps that are essential in the production of some of our Advanced Products, and those relating, for example, to the procurement of raw material, have in the past negatively impacted and may in the future negatively impact our operating results. We have taken steps to mitigate the impact of supply chain disruptions by, among other things and in varying degrees, moving outsourced manufacturing steps in-house to the Company, ordering supplies with extended lead times, paying higher prices for certain supplies or outsourced production, and expediting deliveries at a cost premium. The resulting

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2025

impact of the steps taken to mitigate supply chain disruptions have, to varying degrees and at different times, reduced our revenue, gross margin, operating profit and cash flow and may continue to do so in the future. Our quarterly gross margin as a percentage of net revenues may vary, depending on production volumes, licensing income, average selling prices, average unit costs, the mix of products sold during that quarter, and the level of importation of raw materials subject to tariffs. Our quarterly operating margin as a percentage of net revenues also may vary with changes in revenue and product level profitability, but our operating costs are largely associated with compensation and related employee costs, which are not subject to sudden or significant changes.

Summary of First Quarter 2025 Financial Performance Compared to Fourth Quarter 2024 Financial Performance

The following summarizes our financial performance for the first quarter of 2025, compared to the fourth quarter of 2024:

•

Net revenues decreased 2.3% to $93,968,000 for the first quarter of 2025, from $96,166,000 for the fourth quarter of 2024. Net revenues for Brick Products decreased 10.0% compared to the fourth quarter of 2024, primarily due to reduced market demand. Advanced Products net revenues increased 2.7% compared to the fourth quarter of 2024, primarily due to available capacity for increased demand offset by lower royalty revenue.

•

Export sales represented approximately 60.8% of total net revenues in the first quarter of 2025 as compared to 56.9% in the fourth quarter of 2024.

•

Gross margin decreased to $44,365,000 for the first quarter of 2025 from $50,360,000 for the fourth quarter of 2024, with gross margin, as a percentage of net revenues, decreasing to 47.2% for the first quarter of 2025 from 52.4% for the fourth quarter of 2024. The decrease in gross margin dollars and gross margin percentage was primarily the result of the unfavorable impact due to lower royalty revenue within the quarter and production inefficiencies.

•

Backlog, which represents the total value of orders for products for which shipment is scheduled within the next 12 months, was approximately $171,745,000 at the end of the first quarter of 2025, as compared to $155,505,000 at the end of the fourth quarter of 2024.

•

Operating expenses for the first quarter of 2025 increased $3,359,000, or 8.2%, to $44,514,000 from $41,155,000 for the fourth quarter of 2024.

•

We reported net income for the first quarter of 2025 of $2,539,000, or $0.06 per diluted share, compared to net income of $10,246,000, or $0.23 per diluted share, for the fourth quarter of 2024.

•

For the first quarter of 2025, depreciation and amortization totaled $5,189,000 and capital additions totaled $4,550,000 as compared to depreciation and amortization of $4,610,000 and capital additions of $1,736,000 for the fourth quarter of 2024.

•

Inventories decreased by approximately $7,517,000, or 7.1%, to $98,515,000 at March 31, 2025, compared to $106,032,000 at December 31, 2024.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Net revenues for the first quarter of 2025 were $93,968,000, an increase of $10,096,000, or 12.0%, as compared to $83,872,000 for the first quarter of 2024. Net revenues, by product line, for the three months ended March 31, 2025 and 2024 were as follows (dollars in thousands):


					Increase (decrease)
	2025		2024		$			%
Advanced Products including Royalty Revenue	$	59,857	$	43,280	$	16,577			38.3	%
Brick Products		34,111		40,592		(6,481	)		(16.0	)%
Total	$	93,968	$	83,872	$	10,096			12.0	%

The increase in net revenues for Advanced Products was primarily due to available capacity for increased demand and increased royalty revenue in the quarter. The decrease in net revenues for Brick Products was primarily due to reduced market demand.

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Table of Contents

VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2025

Gross margin for the first quarter of 2025 decreased $758,000, or 1.7%, to $44,365,000, from $45,123,000 for the first quarter of 2024. Gross margin, as a percentage of net revenues, decreased to 47.2% for the first quarter of 2025, compared to 53.8% for the first quarter of 2024. The decrease in gross margin dollars and gross margin percentage was primarily attributable to unfavorable sales mix and production inefficiencies partially offset by the favorable impact from higher sales volume including higher royalty revenue and lower supply chain costs.

Selling, general and administrative expenses were $25,137,000 for the first quarter of 2025, a decrease of $862,000, or 3.3%, from $25,999,000 for the first quarter of 2024. Selling, general and administrative expenses as a percentage of net revenues decreased to 26.8% for the first quarter of 2025 from 31.0% for the first quarter of 2024. The components of the $862,000 decrease in selling, general and administrative expenses for the first quarter of 2025 compared to the first quarter of 2024 were as follows (dollars in thousands):


	Increase (decrease)
Legal	$	(2,516	)	(38.5	)%	(1	)
Advertising		(485	)	(34.0	)%	(2	)
Commissions		(200	)	(100.0	)%	(3	)
Information technology expense		174		20.5	%	(4	)
Litigation, other		370		100.0	%	(5	)
Outside services		627		64.6	%	(6	)
Compensation		1,072		8.4	%	(7	)
Other, net		96		2.9	%
	$	(862	)	(3.3	)%

(1)

Decrease primarily attributable to a decrease in activity related to corporate legal matters, including the assertion of our intellectual property rights.

(2)

Decrease primarily attributable to decreases in sales support expenses, direct mailings, and advertising in trade publications.

(3)

Decrease primarily attributable to the fact that the Company no longer uses outside sales representatives.

(4)

Increase primarily attributable to an increase in computer software services relating to new internal-use software implementation.

(5)

Increase primarily attributable to an increase in post-judgment interest and other costs relating to the litigation-contingency accrual with respect to our litigation with SynQor, Inc. ("SynQor").

(6)

Increase primarily attributable to an increase in the use of consultants.

(7)

Increase primarily attributable to annual compensation adjustments in May 2024 and higher stock-based compensation expense associated with stock options awarded in May 2024.

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VICOR CORPORATION

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

March 31, 2025

Research and development expenses were $19,377,000 for the first quarter of 2025, an increase of $1,338,000, or 7.4%, compared to $18,039,000 for the first quarter of 2024. As a percentage of net revenues, research and development expenses decreased to 20.6% for the first quarter of 2025 from 21.5% for the first quarter of 2024. The components of the $1,338,000 increase in research and development expenses for the first quarter of 2025 compared to the first quarter of 2024 were as follows (dollars in thousands):


	Increase (decrease)
Waste disposal	$	801		100.0	%	(1	)
Supplies		621		161.8	%	(2	)
Equipment set-up and calibration		555		342.8	%	(3	)
Compensation		518		4.5	%	(4	)
Outside services		392		127.7	%	(5	)
Deferred costs		350		100.0	%	(6	)
Facilities allocations		148		17.8	%
Overhead absorption		112		69.6	%
Project and pre-production materials		(2,098	)	(58.2	)%	(7	)
Other, net		(61	)	(3.2	)%
	$	1,338		7.4	%

(1)

Increase primarily attributable to an increase in waste disposal activities of Advanced Products related to improving production process capabilities.

(2)

Increase in engineering supplies.

(3)

Increase primarily attributable to equipment set-up and calibration for Advanced Products production.

(4)

Increase primarily attributable to annual compensation adjustments in May 2024 and higher stock-based compensation expense associated with stock options awarded in May 2024.

(5)

Increase primarily attributable to an increase in the use of consultants.

(6)

Increase primarily attributable to a decrease in deferred costs capitalized for certain non-recurring engineering projects for which the related revenues had been deferred.

(7)

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

The significant components of ''Other income (expense), net'' for the three months ended March 31, 2025 and 2024 and the changes between the periods were as follows (in thousands):


	2025		2024			Increase (decrease)
Interest income, net	$	2,714	$	2,787		$	(73	)
Rental income		284		198			86
Foreign currency gains (losses), net		133		(279	)		412
Other, net		3

VICOR CORP 10-Q