What changed in this filing

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Item 1. Financial Statements

2022-08-02 compared with 2022-05-05 · 190 added, 113 removed, 463 unchanged (40% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

(unaudited) (unaudited)

Revenue $ 274,628 $ 269,158 $ 557,035 $ 508,185

3 unchanged sentences

Selling, general, and administrative expenses 79,950 76,843 160,785 149,267

Loss from fire (Note 17) 17,403 — 17,403 —

Operating income 65,141 92,581 151,869 171,034

16 unchanged sentences

(In thousands)

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

(unaudited) (unaudited)

Net income $ 58,901 $ 77,598 $ 126,234 $ 147,446

1 unchanged sentence

Available-for-sale investments:

Net unrealized gain (loss), net of tax of $( 4,036 ) and $( 585 ) in the three-month periods, respectively

Net unrealized gain (loss), net of tax of $( 698 ) and $( 61 ) in the three-month periods, and net of tax of $( 4,734 ) and $( 646 ) in the six-month

periods, respectively

( 2,322 ) ( 138 ) ( 15,870 ) ( 2,096 )

10 unchanged sentences

(In thousands)

April 3, 2022 December 31, 2021

July 3, 2022 December 31, 2021

Current assets:

49 unchanged sentences

(In thousands)

Three-months Ended

April 3, 2022 April 4, 2021

Six-months Ended

July 3, 2022 July 4, 2021

Cash flows from operating activities:

6 unchanged sentences

Excess and obsolete inventory charges 741 1,816

Non-cash impact of write-offs related to fire (Note 17) 44,903 —

Amortization of discounts or premiums on investments 2,714 1,840

35 unchanged sentences

Shares Par Value

Balance as of April 3, 2022 173,738 $ 347 $ 933,452 $ 488,511 $ ( 63,565 ) $ 1,358,745

Net issuance of common stock under stock plans 47 — 820 — — 820

Repurchase of common stock ( 388 ) — — ( 23,912 ) — ( 23,912 )

Stock-based compensation expense — — 12,997 — — 12,997

Payment of dividends ($ 0.065 per common share)

— — — ( 11,270 ) — ( 11,270 )

Net income — — — 58,901 — 58,901

Net unrealized gain (loss) on available-for-sale investments, net of tax of $( 698 )

— — — — ( 2,322 ) ( 2,322 )

Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — ( 12 ) ( 12 )

Foreign currency translation adjustment — — — — ( 3,962 ) ( 3,962 )

Balance as of July 3, 2022 (unaudited) 173,397 $ 347 $ 947,269 $ 512,230 $ ( 69,861 ) $ 1,389,985

Common Stock Additional

Paid-in Capital Retained Earnings Accumulated

Comprehensive

Shareholders’

Shares Par Value

Balance as of April 4, 2021 176,608 $ 353 $ 854,491 $ 540,686 $ ( 38,529 ) $ 1,357,001

Net issuance of common stock under stock plans 277 1 9,662 — — 9,663

Repurchase of common stock ( 178 ) ( 1 ) — ( 14,397 ) — ( 14,398 )

Stock-based compensation expense — — 10,730 — — 10,730

Payment of dividends ($ 0.060 per common share)

— — — ( 10,597 ) — ( 10,597 )

Net income — — — 77,598 — 77,598

Net unrealized gain (loss) on available-for-sale investments, net of tax of $( 61 )

— — — — ( 138 ) ( 138 )

Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — ( 68 ) ( 68 )

Foreign currency translation adjustment — — — — ( 337 ) ( 337 )

Balance as of July 4, 2021 (unaudited) 176,707 $ 353 $ 874,883 $ 593,290 $ ( 39,072 ) $ 1,429,454

The accompanying notes are an integral part of these consolidated financial statements.

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)

Common Stock Additional

Paid-in Capital Retained Earnings Accumulated

Comprehensive

Shareholders’

Shares Par Value

Balance as of December 31, 2021 175,481 $ 351 $ 914,802 $ 562,882 $ ( 47,942 ) $ 1,430,093

9 unchanged sentences

Foreign currency translation adjustment — — — — ( 6,073 ) ( 6,073 )

Balance as of April 3, 2022 (unaudited) 173,738 $ 347 $ 933,452 $ 488,511 $ ( 63,565 ) $ 1,358,745

Balance as of July 3, 2022 (unaudited) 173,397 $ 347 $ 947,269 $ 512,230 $ ( 69,861 ) $ 1,389,985

Common Stock Additional

12 unchanged sentences

— — — — ( 2,096 ) ( 2,096 )

Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — ( 68 ) ( 68 )

Foreign currency translation adjustment — — — — ( 3,107 ) ( 3,107 )

Balance as of April 4, 2021 (unaudited) 176,608 $ 353 $ 854,491 $ 540,686 $ ( 38,529 ) $ 1,357,001

Balance as of July 4, 2021 (unaudited) 176,707 $ 353 $ 874,883 $ 593,290 $ ( 39,072 ) $ 1,429,454

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Reference should be made to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for a full description of other significant accounting policies.

In the opinion of the management of Cognex Corporation (the "Company"), the accompanying consolidated unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments, and financial statement reclassifications necessary to present fairly the Company’s financial position as of April 3, 2022, and the results of its operations for the three-month periods ended April 3, 2022 and April 4, 2021, and changes in shareholders’ equity, comprehensive income, and cash flows for the periods presented.

The results disclosed in the Consolidated Statements of Operations for the three-month period ended April 3, 2022 are not necessarily indicative of the results to be expected for the full year.

In the opinion of the management of Cognex Corporation (the "Company"), the accompanying consolidated unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments, adjustments related to the loss from fire (Note 17), and financial statement reclassifications necessary to present fairly the Company’s financial position as of July 3, 2022, and the results of its operations for the three-month and six-month periods ended July 3, 2022 and July 4, 2021, and changes in shareholders’ equity, comprehensive income, and cash flows for the periods presented.

The results disclosed in the Consolidated Statements of Operations for the three-month and six-month periods ended July 3, 2022 are not necessarily indicative of the results to be expected for the full year.

New Pronouncements

18 unchanged sentences

Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table summarizes the financial assets and liabilities required to be measured at fair value on a recurring basis as of April 3, 2022 (in thousands):

The following table summarizes the financial assets and liabilities required to be measured at fair value on a recurring basis as of July 3, 2022 (in thousands):

Quoted Prices in

21 unchanged sentences

in 2017 was written down to zero in 2019 resulting from a lower level of revenue in the Americas' automotive industry.

The balance remained at zero as of April 3, 2022 and through the remainder of the five-year assessment period which concluded in April 2022.

The balance remained at zero through the remainder of the five-year assessment period which concluded during the six-month period ended July 3, 2022.

Non-financial Assets that are Measured at Fair Value on a Non-recurring Basis

Non-financial assets, such as property, plant and equipment, operating lease assets, goodwill, and intangible assets, are required to be measured at fair value only when an impairment loss is recognized.

The Company did not record impairment charges related to non-financial assets during the three-month periods ended April 3, 2022 or April 4, 2021.

The Company did not record impairment charges related to non-financial assets during the three-month or six-month periods ended July 3, 2022 or July 4, 2021.

COGNEX CORPORATION

2 unchanged sentences

Cash, cash equivalents, and investments consisted of the following (in thousands):

April 3, 2022 December 31, 2021

July 3, 2022 December 31, 2021

Cash $ 173,373 $ 185,624

Treasury bills 7,001 —

Money market instruments 3,149 537

Treasury bills 524 —

Cash and cash equivalents 177,046 186,161

1 unchanged sentence

Asset-backed securities 26,465 37,655

Treasury bills 10,204 18,912

Agency bonds 18,578 2,802

Treasury bills 12,162 18,912

Municipal bonds 624 4,998

2 unchanged sentences

Asset-backed securities 43,698 43,940

Agency bonds 15,834 16,077

Treasury bills 12,344 39,753

Sovereign bonds 1,976 2,119

Agency bonds — 16,077

Municipal bonds — 641

7 unchanged sentences

and sovereign bonds consist of direct debt issued by foreign governments.

All of the Company's securities as of April 3, 2022 and December 31, 2021 were denominated in U.S.

Accrued interest receivable is recorded in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet and amounted to $ 2,940,000 and $ 3,037,000 as of April 3, 2022 and December 31, 2021, respectively.

All of the Company's securities as of July 3, 2022 and December 31, 2021 were denominated in U.S.

Accrued interest receivable is recorded in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet and amounted to $ 2,732,000 and $ 3,037,000 as of July 3, 2022 and December 31, 2021, respectively.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the Company’s available-for-sale investments as of April 3, 2022 (in thousands):

The following table summarizes the Company’s available-for-sale investments as of July 3, 2022 (in thousands):

Losses Fair Value

1 unchanged sentence

Asset-backed securities 26,756 — ( 291 ) 26,465

Treasury bills 10,247 — ( 43 ) 10,204

Agency bonds 18,936 — ( 358 ) 18,578

Treasury bills 12,236 — ( 74 ) 12,162

Municipal bonds 635 — ( 11 ) 624

1 unchanged sentence

Asset-backed securities 45,269 8 ( 1,579 ) 43,698

Agency bonds 16,133 — ( 299 ) 15,834

Treasury bills 12,580 — ( 236 ) 12,344

Sovereign bonds 2,118 — ( 142 ) 1,976

Municipal bonds 635 — ( 7 ) 628

$ 635,518 $ 8 $ ( 24,491 ) $ 611,035

The following table summarizes the Company’s gross unrealized losses and fair values for available-for-sale investments in an unrealized loss position as of April 3, 2022 (in thousands):

The following table summarizes the Company’s gross unrealized losses and fair values for available-for-sale investments in an unrealized loss position as of July 3, 2022 (in thousands):

Unrealized Loss Position For:

12 unchanged sentences

When developing an estimate of expected credit losses, management considers all relevant information including historical experience, current conditions, and reasonable forecasts of expected future cash flows.

Based on this evaluation, no allowance for credit losses on debt securities was recorded as of April 3, 2022 or December 31, 2021.

There was no activity recorded in the allowance for credit losses during the three-month periods ended April 3, 2022 or April 4, 2021.

The Company recorded gross realized gains and losses on the sale of debt securities totaling $ 118,000 and $ 154,000 , respectively, for the three-month period ended April 3, 2022, and no gross realized gains or losses on the sale of debt securities for the three-month period ended April 4, 2021.

Based on this evaluation, no allowance for credit losses on debt securities was recorded as of July 3, 2022 or December 31, 2021.

There was no activity recorded in the allowance for credit losses during the three-month or six-month periods ended July 3, 2022 or July 4, 2021.

The Company recorded gross realized gains on the sale of debt securities totaling $ 15,000 and $ 133,000 for the three-month and six-month periods ended July 3, 2022, respectively, and gross realized losses on the sale of debt securities totaling $ 3,000 and $ 157,000 for the three-month and six-month periods ended July 3, 2022.

The Company recorded gross realized gains and gross realized losses on the sale of debt securities totaling $ 68,000 and $ 0 , respectively, for both the three-month and six-month periods ended July 4, 2021.

Realized gains and losses are included in "Investment income" on the Consolidated Statements of Operations.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the effective maturity dates of the Company’s available-for-sale investments as of April 3, 2022 (in thousands):

The following table presents the effective maturity dates of the Company’s available-for-sale investments as of July 3, 2022 (in thousands):

<1 year 1-2 Years 2-3 Years 3-4 Years 4-5 Years Total

7 unchanged sentences

Inventories consisted of the following (in thousands):

April 3, 2022 December 31, 2021

July 3, 2022 December 31, 2021

Raw materials $ 41,568 $ 50,452

2 unchanged sentences

$ 96,012 $ 113,102

Refer to Note 17 for information regarding losses incurred from the fire at the Company's primary contract manufacturer's plant in Indonesia during the three-month period ended July 3, 2022, including the impact on inventories.

The Company's leases are primarily leased properties across different worldwide locations where the Company conducts its operations.

1 unchanged sentence

Certain leases may contain options to extend or terminate the lease at the Company's sole discretion.

As of April 3, 2022, there were no options to terminate that were accounted for in the determination of the lease term for outstanding leases, and three options to extend that were accounted for in the determination of the lease term of three of the Company's outstanding leases.

As of July 3, 2022, there were no options to terminate that were accounted for in the determination of the lease term for outstanding leases, and three options to extend that were accounted for in the determination of the lease term of three of the Company's outstanding leases.

Certain leases contain leasehold improvement incentives, retirement obligations, escalating clauses, rent holidays, and variable payments tied to a consumer price index.

There were no restrictions or covenants for outstanding leases as of April 3, 2022.

The total operating lease expense for the three-month periods ended April 3, 2022 and April 4, 2021 were $ 2,229,000 and $ 2,002,000 , respectively.

The total operating lease cash payments for the three-month periods ended April 3, 2022 and April 4, 2021 were $ 2,079,000 and $ 2,061,000 , respectively.

The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability for the three-month periods ended April 3, 2022 and April 4, 2021 were $ 38,000 and $ 40,000 , respectively.

There were no restrictions or covenants for outstanding leases as of July 3, 2022.

The total operating lease expense for the three-month and six-month periods ended July 3, 2022 were $ 2,215,000 and $ 4,444,000 , respectively.

The total operating lease cash payments for the three-month and six-month periods ended July 3, 2022 were $ 2,227,000 and $ 4,306,000 , respectively.

The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability for the three-month and six-month periods ended July 3, 2022 were $ 37,000 and $ 75,000 , respectively.

The total operating lease expense for the three-month and six-month periods ended July 4, 2021 were $ 2,021,000 and $ 4,023,000 , respectively.

The total operating lease cash payments for the three-month and six-month periods ended July 4, 2021 were $ 2,014,000 and $ 4,075,000 , respectively.

COGNEX CORPORATION

4 unchanged sentences

Thereafter 11,035

The discounted present value of the future lease cash payments resulted in a lease liability of $ 34,530,000 and $ 25,581,000 as of April 3, 2022 and December 31, 2021, respectively.

The Company did not have any leases that had not yet commenced but that created significant rights and obligations as of April 3, 2022.

The weighted-average discount rate was 3.0 % and 3.4 % for the leases outstanding as of April 3, 2022 and December 31, 2021, respectively.

The weighted-average remaining lease term was 6.6 and 5.1 years for the leases outstanding as of April 3, 2022 and December 31, 2021, respectively.

The discounted present value of the future lease cash payments resulted in a lease liability of $ 34,252,000 and $ 25,581,000 as of July 3, 2022 and December 31, 2021, respectively.

The Company did not have any leases that had not yet commenced but that created significant rights and obligations as of July 3, 2022.

In December 2021, the Company entered into a lease for a 65,000 square-foot building in Southborough, Massachusetts for a term of ten years to serve as a new distribution center for customers in the Americas.

The Company has the right and option to extend the term of this lease for an additional period of five years , commencing upon the expiration of the original ten-year term.

This lease commenced during the six-month period ended July 3, 2022, and therefore the Company recorded approximately $ 9,271,000 within "Operating lease assets" and "Operating lease liabilities" on the Consolidated Balance Sheets on the commencement date.

The weighted-average discount rate was 2.9 % and 3.4 % for the leases outstanding as of July 3, 2022 and December 31, 2021, respectively.

The weighted-average remaining lease term was 6.9 and 5.1 years for the leases outstanding as of July 3, 2022 and December 31, 2021, respectively.

The changes in the carrying value of goodwill were as follows (in thousands):

1 unchanged sentence

Foreign exchange rate changes ( 1,915 )

Balance as of April 3, 2022 $ 241,180

Balance as of July 3, 2022 $ 239,798

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Intangible Assets

7 unchanged sentences

Trademarks 110 110 —

Balance as of April 3, 2022 $ 73,675 $ 62,627 $ 11,048

Balance as of July 3, 2022 $ 73,675 $ 63,449 $ 10,226

Value Accumulated

6 unchanged sentences

Balance as of December 31, 2021 $ 73,675 $ 61,787 $ 11,888

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of April 3, 2022, estimated future amortization expense related to intangible assets was as follows (in thousands):

As of July 3, 2022, estimated future amortization expense related to intangible assets was as follows (in thousands):

Year Ended December 31, Amount

10 unchanged sentences

Fulfillment of warranty obligations ( 1,461 )

Balance as of April 3, 2022 $ 5,524

Balance as of July 3, 2022 $ 5,221

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Commitments and Contingencies

As of April 3, 2022, the Company had outstanding purchase orders totaling $ 88,981,000 to procure inventory from various vendors, due in part to higher inventory purchases in response to global supply chain constraints.

As of July 3, 2022, the Company had outstanding purchase orders totaling $ 67,516,000 to procure inventory from various vendors, due in part to higher inventory purchases in response to global supply chain constraints.

Certain of these purchase orders may be canceled by the Company, subject to cancellation penalties.

These purchase commitments relate primarily to expected sales in the next twelve months.

A significant portion of the Company's outstanding inventory purchase orders as of April 3, 2022, as well as additional preauthorized commitments to procure strategic components based on the Company's expected customer demand, are placed with the Company's primary contract manufacturer for the Company's assembled products.

The Company expects the level of outstanding purchase orders to increase for the remainder of the year as it replenishes inventories destroyed in the fire on June 7, 2022 at its primary contract manufacturer (refer to Note 17).

A significant portion of the Company's outstanding inventory purchase orders as of July 3, 2022, as well as additional preauthorized commitments to procure strategic components based on the Company's expected customer demand, are placed with the Company's primary contract manufacturer for the Company's assembled products.

The Company has the obligation to purchase any non-cancelable and non-returnable components that have been purchased by this contract manufacturer with the Company's preauthorization, when these components have not been consumed within the period defined in the terms of the Company's agreement with this contract manufacturer.

4 unchanged sentences

These economic hedges are not designated as hedging instruments for hedge accounting treatment.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company had the following outstanding forward contracts (in thousands):

April 3, 2022 December 31, 2021

July 3, 2022 December 31, 2021

Currency Notional

7 unchanged sentences

Hungarian Forint 1,355,000 3,552 1,355,000 4,155

Korean Won 4,270,000 3,302 — —

Canadian Dollar — — 1,480 1,167

2 unchanged sentences

Balance Fair Value Balance Fair Value

Location April 3, 2022 December 31, 2021 Sheet

Location April 3, 2022 December 31, 2021

Location July 3, 2022 December 31, 2021 Sheet

Location July 3, 2022 December 31, 2021

Derivatives Not Designated as Hedging Instruments:

Economic hedge forward contracts Prepaid expenses and other current assets $ 46 $ 39 Accrued expenses $ 425 $ 230

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table presents the gross activity for all derivative assets and liabilities which were presented on a net basis on the Consolidated Balance Sheets due to the right of offset with each counterparty (in thousands):

Asset Derivatives Liability Derivatives

April 3, 2022 December 31, 2021 April 3, 2022 December 31, 2021

July 3, 2022 December 31, 2021 July 3, 2022 December 31, 2021

Gross amounts of recognized assets $ 46 $ 39 Gross amounts of recognized liabilities $ 425 $ 230

2 unchanged sentences

Information regarding the effect of derivative instruments on the consolidated financial statements was as follows (in thousands):

Location in Financial Statements Three-months Ended

April 3, 2022 April 4, 2021

Location in Financial Statements Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

Derivatives Not Designated as Hedging Instruments:

4 unchanged sentences

The following table summarizes disaggregated revenue information by geographic area based upon the customer's country of domicile (in thousands):

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

Americas $ 91,551 $ 108,418 $ 218,210 $ 216,254

4 unchanged sentences

The following table summarizes disaggregated revenue information by revenue type (in thousands):

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

Standard products and services $ 221,474 $ 234,322 $ 479,354 $ 456,648

2 unchanged sentences

Costs to Fulfill a Contract

Costs to fulfill a contract are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet and amounted to $ 11,429,000 and $ 10,854,000 as of April 3, 2022 and December 31, 2021, respectively.

Costs to fulfill a contract are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet and amounted to $ 14,428,000 and $ 10,854,000 as of July 3, 2022 and December 31, 2021, respectively.

Accounts Receivable, Contract Assets, and Contract Liabilities

3 unchanged sentences

Contract liabilities consist of deferred revenue and customer deposits which arise when amounts are billed to or collected from customers in advance of revenue recognition.

The following table summarizes the allowance for credit losses activity for the three-month period ended April 3, 2022 (in thousands):

The following table summarizes the allowance for credit losses activity for the six-month period ended July 3, 2022 (in thousands):

Balance as of December 31, 2021 $ 776

Write-offs, net of recoveries ( 36 )

Balance as of April 3, 2022 $ 766

Foreign exchange rate changes 1

Balance as of July 3, 2022 $ 741

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the deferred revenue and customer deposits activity for the three-month period ended April 3, 2022 (in thousands):

The following table summarizes the deferred revenue and customer deposits activity for the six-month period ended July 3, 2022 (in thousands):

Balance as of December 31, 2021 $ 35,743

2 unchanged sentences

Foreign exchange rate changes ( 1,635 )

Balance as of April 3, 2022 $ 54,455

Balance as of July 3, 2022 $ 75,385

As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year.

1 unchanged sentence

The Company’s stock-based awards that result in compensation expense consist of stock options, restricted stock units ("RSUs"), and performance restricted stock units ("PRSUs").

As of April 3, 2022, the Company had 14,242,000 shares available for grant under its stock plans.

As of July 3, 2022, the Company had 14,250,000 shares available for grant under its stock plans.

Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four or five years based upon continuous service and expire ten years from the grant date.

RSUs generally vest upon three years or four years of continuous employment or incrementally over such three or four-year period.

RSUs generally vest upon three or four years of continuous employment or incrementally over such three or four-year period.

PRSUs generally vest upon three years of continuous employment and achievement of performance criteria established by the Compensation Committee of our Board of Directors on or prior to the grant date.

1 unchanged sentence

Stock Options

The following table summarizes the Company’s stock option activity for the three-month period ended April 3, 2022:

The following table summarizes the Company’s stock option activity for the six-month period ended July 3, 2022:

(in thousands) Weighted-

6 unchanged sentences

Forfeited or expired ( 118 ) 59.53

Outstanding as of April 3, 2022 8,429 $ 51.06 6.73 $ 233,406

Exercisable as of April 3, 2022 4,332 $ 43.39 5.56 $ 151,220

Options vested or expected to vest as of April 3, 2022 (1) 7,901 $ 50.34 6.62 $ 224,117

Outstanding as of July 3, 2022 8,389 $ 51.11 6.47 $ 26,951

Exercisable as of July 3, 2022 4,347 $ 43.46 5.30 $ 26,615

Options vested or expected to vest as of July 3, 2022 (1) 7,927 $ 50.45 6.36 $ 26,938

(1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future.

3 unchanged sentences

The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions:

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

Risk-free rate 1.9 % 1.5 % 1.9 % 1.3 %

10 unchanged sentences

The expected term was derived from the binomial lattice model from the impact of events that trigger exercises over time.

The weighted-average grant-date fair values of stock options granted during the three-month periods ended April 3, 2022 and April 4, 2021 were $ 22.45 and $ 33.63 , respectively.

The total intrinsic values of stock options exercised for the three-month periods ended April 3, 2022 and April 4, 2021 were $ 2,165,000 and $ 42,327,000 , respectively.

The total fair values of stock options vested for the three-month periods ended April 3, 2022 and April 4, 2021 were $ 25,535,000 and $ 35,600,000 , respectively.

The weighted-average grant-date fair values of stock options granted during the three-month and six-month periods ended July 3, 2022 were $ 18.21 and $ 22.33 , respectively, and during the three-month and six-month periods ended July 4, 2021 were $ 32.07 and $ 33.47 , respectively.

The total intrinsic values of stock options exercised for the three-month and six-month periods ended July 3, 2022 were $ 934,000 and 3,099,000 , respectively, and for the three-month and six-month periods ended July 4, 2021 were $ 11,621,000 and $ 53,948,000 , respectively.

The total fair values of stock options vested for the three-month and six-month periods ended July 3, 2022 were $ 1,188,000 and $ 26,723,000 , respectively, and for the three-month and six-month periods ended July 4, 2021 were $ 1,830,000 and $ 37,430,000 , respectively.

Restricted Stock Units (RSUs)

The following table summarizes the Company's RSUs activity for the three-month period ended April 3, 2022:

The following table summarizes the Company's RSUs activity for the six-month period ended July 3, 2022:

(in thousands) Weighted-Average

4 unchanged sentences

Forfeited or expired ( 36 ) 66.56

Nonvested as of April 3, 2022 1,217 $ 63.78

The fair value of RSUs is determined based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends.

The weighted-average grant-date fair values of RSUs granted during the three-month periods ended April 3, 2022 and April 4, 2021 were $ 63.96 and $ 89.86 , respectively.

The number of RSUs that vested during the three-month periods ended April 3, 2022 and April 4, 2021 were 54,000 and 2,000 , respectively.

Nonvested as of July 3, 2022 1,194 $ 63.47

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The fair value of RSUs is determined based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends.

The weighted-average grant-date fair values of RSUs granted during the three-month and six-month periods ended July 3, 2022 were $ 45.25 and $ 63.37 , respectively, and during the three-month and six-month periods ended July 4, 2021 were $ 75.98 and $ 87.46 , respectively.

There were 20,000 and 74,000 RSUs that vested during the three-month and six-month periods ended July 3, 2022, respectively, and 13,000 and 15,000 that vested during the three-month and six-month periods ended July 4, 2021, respectively.

Performance Restricted Stock Units (PRSUs)

The following table summarizes the Company's PRSUs activity for the three-month period ended April 3, 2022:

The following table summarizes the Company's PRSUs activity for the six-month period ended July 3, 2022:

(in thousands) Weighted-Average

3 unchanged sentences

Forfeited or expired — —

Nonvested as of April 3, 2022 33 $ 62.49

No PRSUs were granted or vested during the three-month period ended April 4, 2021.

Nonvested as of July 3, 2022 33 $ 62.49

No PRSUs were granted or vested during the three-month period ended July 3, 2022.

No PRSUs were granted or vested during the three-month and six-month periods ended July 4, 2021.

The fair value of PRSUs is calculated using the Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant.

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This resulted in an increase to compensation expense of $ 1,536,000 in 2022 and a decrease to compensation expense of $ 255,000 in 2021.

As of April 3, 2022, total unrecognized compensation expense related to non-vested equity awards, including stock options, RSUs and PRSUs, was $ 81,239,000 , which is expected to be recognized over a weighted-average period of 1.8 years.

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended April 3, 2022 were $ 15,056,000 and $ 2,319,000 , respectively.

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended April 4, 2021 were $ 12,009,000 and $ 1,813,000 , respectively.

No compensation expense was capitalized as of April 3, 2022 or December 31, 2021.

As of July 3, 2022, total unrecognized compensation expense related to non-vested equity awards, including stock options, RSUs and PRSUs, was $ 69,142,000 , which is expected to be recognized over a weighted-average period of 1.6 years.

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended July 3, 2022 were $ 12,997,000 and $ 2,044,000 , respectively, and for the six-month period ended July 3, 2022 were $ 28,053,000 and $ 4,363,000 , respectively.

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended July 4, 2021 were $ 10,730,000 and $ 1,651,000 , respectively, and for the six-month period ended July 4, 2021 were $ 22,739,000 and $ 3,464,000 , respectively.

No compensation expense was capitalized as of July 3, 2022 or December 31, 2021.

The following table presents the stock-based compensation expense by caption for each period presented on the Consolidated Statements of Operations (in thousands):

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

Cost of revenue $ 482 $ 351 $ 1,045 $ 599

6 unchanged sentences

On March 12, 2020, the Company's Board of Directors authorized the repurchase of $ 200,000,000 of the Company's common stock.

As of April 3, 2022, the Company repurchased 2,737,000 shares at a cost of $ 200,000,000 under this program, including 1,677,000 shares at a cost of $ 117,000,000 during the three-month period ended April 3, 2022, which completed purchases under this program.

As of July 3, 2022, the Company repurchased 2,737,000 shares at a cost of $ 200,000,000 under this program, including 1,677,000 shares at a cost of $ 117,000,000 during the six-month period ended July 3, 2022, which completed purchases under this program.

On March 3, 2022, the Company's Board of Directors authorized the repurchase of an additional $ 500,000,000 of the Company's common stock.

During the three-month period ended April 3, 2022, the Company repurchased 202,000 shares at a cost of $ 13,405,000 under this program, leaving a remaining balance of $ 486,595,000 as of April 3, 2022.

During the six-month period ended July 3, 2022, the Company repurchased 590,000 shares at a cost of $ 37,317,000 under this program, leaving a remaining balance of $ 462,683,000 as of July 3, 2022.

The Company may repurchase shares under this program in future periods depending on a variety of factors, including, among other things, the impact of dilution from employee stock awards, stock price, share availability, and cash requirements.

The Company is authorized to make repurchases of its common stock through open market purchases, pursuant to Rule 10b5-1 trading plans, or in privately negotiated transactions.

The Company's effective tax rate was 23 % for the three-month period ended April 3, 2022 and 11 % for the three-month period ended April 4, 2021.

Discrete tax items for the three-month period ended April 4, 2021 included a decrease in tax expense of $ 5,207,000 related to stock-based compensation, primarily from the excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises.

This impact was not material for the three-month period ended April 3, 2022.

Discrete tax items for the three-month period ended April 3, 2022 included (1) an increase in tax expense of $ 1,417,000 arising from an Internal Revenue Service (IRS) audit, (2) an increase in tax expense of $ 1,734,000 to establish a full valuation allowance against deferred tax assets related to foreign tax credits, and (3) an increase in tax expense of $ 3,187,000 consisting primarily of transfer pricing and return-to-provision adjustments.

Excluding the impact of these discrete tax items, the Company’s effective tax rate was 16 % for the three-month period ended April 3, 2022 and 18 % for the three-month period ended April 4, 2021.

The Company's effective tax rate was 9 % and 17 % for the three-month and six-month periods ended July 3, 2022, respectively, and 17 % and 14 % for the three-month and six-month periods ended July 4, 2021, respectively.

The Company recorded a net discrete tax benefit totaling $ 4,792,000 and a net discrete tax expense totaling $ 1,546,000 for the three-month and six-month periods ended July 3, 2022, respectively, and net discrete tax benefits totaling $ 896,000 and $ 6,103,000 for the same periods in 2021.

Discrete tax items for the six-month period ended July 3, 2022 included (1) a decrease in tax expense of $ 2,440,000 arising from the impact of the loss from fire recorded during the three-month period ended July 3, 2022 (refer to Note 17), (2) an increase in tax expense of $ 1,417,000 arising from an Internal Revenue Service (IRS) audit recorded during the three-month period ended April 3, 2022, which was offset by a decrease in tax expense of $ 2,519,000 related to releases of reserves for income taxes due to the closure of this Internal Revenue Service (IRS) audit during the three-month period ended July 3, 2022, (3) an increase in tax expense of $ 1,734,000 to establish a full valuation allowance against deferred tax assets related to foreign tax credits recorded during the three-month period ended April 3, 2022, and (4) an increase in tax expense of $ 3,353,000 primarily consisting of transfer pricing and return-to-provision adjustments.

Discrete tax items for the three-month and six-month periods ended July 4, 2021 included a decrease in tax expense of $ 1,431,000 and $ 6,638,000 , respectively, related to stock-based compensation, primarily from the excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises.

This impact was not material for the three-month and six-month periods ended July 3, 2022.

Excluding the impact of these discrete tax items, the Company’s effective tax rate was 16 % for both the three-month and six-month periods ended July 3, 2022, and 18 % for both the three-month and six-month periods ended July 4, 2021.

The Company has defined its major tax jurisdictions as the United States, Ireland, China, and Korea, and within the United States, Massachusetts.

1 unchanged sentence

federal statutory corporate tax rate of 21 %.

These differences resulted in a lower effective tax rate for the three-month period ended April 3, 2022 as compared to the same period in 2021 due to more of the Company's profits being earned and taxed in lower tax jurisdictions.

The remaining decrease in the effective tax rate for the three-month period was primarily attributable to higher estimated R&D tax credit utilization.

The Company’s reserve for income taxes, including gross interest and penalties, was $ 15,678,000 as of April 3, 2022, which included $ 15,110,000 classified as a non-current liability and $ 568,000 recorded as a reduction to non-current deferred tax assets.

These differences resulted in a lower effective tax rate for the three-month and six-month periods ended July 3, 2022 as compared to the same periods in 2021 due to more of the Company's profits being earned and taxed in lower tax jurisdictions.

The remaining decrease in the effective tax rate for the three-month and six-month periods was primarily attributable to lower state taxes.

The Company’s reserve for income taxes, including gross interest and penalties, was $ 13,444,000 as of July 3, 2022, which included $ 12,876,000 classified as a non-current liability and $ 568,000 recorded as a reduction to non-current deferred tax assets.

If the Company’s tax positions were sustained or the statutes of limitations related to certain positions expired, these reserves would be released and income tax expense would be reduced in a future period.

Within the United States, the tax years 2017 through 2020 remain open to examination by the IRS and various state tax authorities.

The tax years 2016 through 2021 remain open to examination by various taxing authorities in other jurisdictions in which the Company operates.

The Company is under audit by the IRS for the tax years 2017 and 2018.

Management expects to release reserves associated with the periods under audit in the second or third quarter of 2022 when the Company receives the Closing Letter for Agreed Income Tax Cases from the IRS, resulting in a decrease in tax expense of approximately $ 2,400,000 .

The Company is no longer under audit by the Commonwealth of Massachusetts for tax years 2017 and 2018.

The audit was completed during the three-month period ended April 3, 2022 and resulted in no material tax impact to the Company's financial statements.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Within the United States, the tax years 2019 through 2020 remain open to examination by the IRS, and 2017 through 2020 remain open to examination by various state tax authorities.

The tax years 2016 through 2021 remain open to examination by various taxing authorities in other jurisdictions in which the Company operates.

The Company received the Closing Letter for Agreed Income Tax Cases from the IRS and the Company is no longer under audit by the IRS for the tax years 2017 and 2018.

As a result, management released reserves associated with the periods under audit which decreased tax expense by approximately $ 2,519,000 during the three-month period ended July 3, 2022.

The Company is no longer under audit by the Commonwealth of Massachusetts for tax years 2017 and 2018.

The audit was completed during the six-month period ended July 3, 2022 and resulted in no material tax impact to the Company's financial statements.

Weighted-Average Shares

Weighted-average shares were calculated as follows (in thousands):

Three-months Ended

April 3, 2022 April 4, 2021

Three-months Ended Six-months Ended

July 3, 2022 July 4, 2021 July 3, 2022 July 4, 2021

Basic weighted-average common shares outstanding 173,507 176,626 173,830 176,454

1 unchanged sentence

Weighted-average common and common-equivalent shares outstanding 174,993 179,991 175,874 179,982

Stock options to purchase 1,282,000 and 485,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month periods ended April 3, 2022 and April 4, 2021, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

Restricted stock units totaling 20,000 and 124,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month periods ended April 3, 2022 and April 4, 2021, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

There were no anti-dilutive performance restricted stock units outstanding, on a weighted-average basis, during the three-month periods ended April 3, 2022 or April 4, 2021.

Stock options to purchase 4,048,000 and 1,818,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month and six-month periods ended July 3, 2022, respectively, and 701,000 and 591,000 for the same periods in 2021, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

Restricted stock units totaling 480,000 and 21,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month and six-month periods ended July 3, 2022, respectively and 500 and 1,000 for the same periods in 2021, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

Performance restricted stock units totaling 33,000 and 0 shares of common stock, on a weighted-average basis, were outstanding during the three-month and six-month periods ended July 3, 2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive.

There were no anti-dilutive performance restricted stock units outstanding, on a weighted-average basis, during the three-month and six-month periods July 4, 2021.

Loss from Fire

On June 7, 2022, the Company’s primary contract manufacturer experienced a fire at its plant in Indonesia.

The fire destroyed a significant amount of Cognex-owned consigned inventories as well as component inventories owned by the contract manufacturer that were designated for Cognex products.

There was no significant damage to the Company's production equipment.

Since the date of the fire and continuing through the date of this report, the Company has worked with the contract manufacturer to assess the damage, resume production, and begin the process of replenishing inventories destroyed by the fire.

Additionally, beginning last year, the Company has been working to ramp up an additional contract manufacturer to further mitigate risk, diversify supply chain, and expand production capacity.

We expect this additional contract manufacturer to commence production later in the year.

As a result of the fire, the Company recorded $ 44,903,000 in gross losses, including $ 36,484,000 of primarily Cognex-owned inventory that was destroyed or deemed to have a net realizable value of zero and $ 8,419,000 of primarily prepayments related to Cognex-designated components that were owned by the contract manufacturer.

Based on the provisions of the Company's insurance policies, the gross losses have been reduced by the estimated insurance proceeds expected to be received from the Company’s insurance carrier.

The Company has determined that partial recovery of the incurred losses is probable and therefore recorded an insurance recovery of $ 27,500,000 during the three-month period ended July 3, 2022.

The insurance receivable is included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

The gross losses, net of insurance recovery, total $ 17,403,000 and is presented in the caption “Loss from fire” on the Consolidated Statements of Operations.

As of July 3, 2022 and through the date of financial statement issuance, management cannot estimate additional recoveries that could be available from the contract manufacturer.

Any future, additional recoveries in excess of recognized losses will be treated as gain contingencies and will be recognized when the gain is realized or

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

There can be no assurance, however, that the expected insurance coverage and/or recoveries from the contract manufacturer will be available to cover the losses from the fire.

After considering all the relevant events and circumstances resulting from the fire, management does not believe that the carrying value of the Company exceeds its fair value, or that the carrying amount of the Company’s intangible assets may not be recoverable.

As such, no goodwill or intangible asset impairment charges were recorded during the three-month period ended July 3, 2022 as a result of the fire.

Subsequent Events

On May 5, 2022, the Company’s Board of Directors declared a cash dividend of $ 0.065 per share.

The dividend is payable on June 3, 2022 to all shareholders of record as of the close of business on May 20, 2022.

On August 2, 2022, the Company’s Board of Directors declared a cash dividend of $ 0.065 per share.

The dividend is payable on September 2, 2022 to all shareholders of record as of the close of business on August 19, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements