Item 8. Financial Statements and Supplementary Data
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )
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Consolidated Statements of Operations for the Years Ended December 31, 2024 , 2023 , and 2022
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Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024 , 2023 , and 2022
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Consolidated Balance Sheets as of December 31, 2024 and 2023
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Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 , and 2022
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Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024 , 2023 , and 2022
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Notes to the Consolidated Financial Statements
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Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts for the Years Ended December 31, 2024 , 2023 , and 2022
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Cognex Corporation
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Cognex Corporation (a Massachusetts corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 13, 2025 expressed an unqualified opinion.
Change in accounting principle
As discussed in Note 20 to the consolidated financial statements, the Company has adopted new accounting guidance in 2024 related to the disclosure of segment information in accordance with ASU 2023-07, Segment Reporting (Topic 280). The adoption was retrospectively applied to 2023 and 2022.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition – Application-Specific Customer Solutions
As described further in Notes 1 and 14 to the consolidated financial statements, the Company recognizes revenue from application-specific customer solutions. For these transactions, revenue is recognized at the point in time when the solution is validated, which is when the Company can reasonably determine that the agreed-upon specifications in the contract have been met and the customer will accept the performance obligation in the contract. We identified revenue recognition related to application-specific customer solutions as a critical audit matter.
The principal considerations for our determination that revenue recognition related to application-specific customer solutions is a critical audit matter are that evaluating the performance obligations and determining the timing of
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validation and that the agreed-upon specifications in the contract have been met rely on the use of management judgements and require a higher degree of auditor judgment in designing, executing and evaluating the results of audit procedures. Accounting for application-specific customer solutions requires the Company to monitor and evaluate customer contracts on an ongoing basis to determine the point in time at which the solution is validated, the agreed-upon specifications in the contract have been met and revenue is recognized.
Our audit procedures related to the revenue recognition of application-specific customer solutions included the following, among others.
• We tested the design and operating effectiveness of internal controls related to the monitoring of application-specific customer solution contracts, determination of validation and the timing of revenue recognition.
• We evaluated management’s significant accounting policies related to these customer contracts, including the determination of the performance obligation, for appropriate revenue recognition based on the key terms and provisions.
• For a sample of contracts, we inspected source documents, including the customer contract or purchase order, third-party shipping information, invoice, and evidence of validation or acceptance to evaluate the identification of performance obligations and timing of revenue recognition.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2007.
Boston, Massachusetts
February 13, 2025
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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
2024 2023 2022
(In thousands, except per share amounts)
Revenue $ 914,515 $ 837,547 $ 1,006,090
Cost of revenue 288,721 236,306 284,185
Gross profit 625,794 601,241 721,905
Research, development, and engineering expenses 139,815 139,400 141,133
Selling, general, and administrative expenses 370,914 339,139 312,107
Loss (recovery) from fire (Note 22) — ( 8,000 ) 20,779
Restructuring charges — — 1,657
Operating income 115,065 130,702 246,229
Foreign currency gain (loss) 1,531 ( 10,039 ) ( 1,837 )
Investment income 13,971 14,093 6,715
Other income (expense) 922 592 ( 412 )
Income before income tax expense 131,489 135,348 250,695
Income tax expense 25,318 22,114 35,170
Net income $ 106,171 $ 113,234 $ 215,525
Net Income per weighted-average common and common-equivalent share:
Basic $ 0.62 $ 0.66 $ 1.24
Diluted $ 0.62 $ 0.65 $ 1.23
Weighted-average common and common-equivalent shares outstanding:
Basic 171,438 172,249 173,407
Diluted 172,611 173,399 174,869
Cash dividends per common share $ 0.305 $ 0.286 $ 0.265
The accompanying notes are an integral part of these consolidated financial statements.
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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2024 2023 2022
(In thousands)
Net income $ 106,171 $ 113,234 $ 215,525
Other comprehensive income (loss), net of tax:
Available-for-sale investments:
Net unrealized gain (loss), net of tax of $ 1,245 , $ 4,389 , and $( 5,943 ) in 2024, 2023, and 2022, respectively
3,809 10,507 ( 17,152 )
Reclassification of net realized (gain) loss into current operations 8 1,954 182
Net change related to available-for-sale investments 3,817 12,461 ( 16,970 )
Foreign currency translation adjustments:
Foreign currency translation gain (loss) ( 31,258 ) 11,500 ( 4,385 )
Net change related to foreign currency translation adjustments ( 31,258 ) 11,500 ( 4,385 )
Other comprehensive income (loss), net of tax ( 27,441 ) 23,961 ( 21,355 )
Total comprehensive income $ 78,730 $ 137,195 $ 194,170
The accompanying notes are an integral part of these consolidated financial statements.
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COGNEX CORPORATION – CONSOLIDATED BALANCE SHEETS
December 31,
2024 2023
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 186,094 $ 202,655
Current investments, amortized cost of $ 60,725 and $ 132,799 in 2024 and 2023, respectively, allowance for credit losses of $ 0 in 2024 and 2023
59,956 129,392
Accounts receivable, allowance for credit losses of $ 827 and $ 583 in 2024 and 2023, respectively
143,359 114,164
Unbilled revenue 3,055 2,402
Inventories 157,527 162,285
Prepaid expenses and other current assets 63,376 68,099
Total current assets 613,367 678,997
Non-current investments, amortized cost of $ 345,033 and $ 250,790 in 2024 and 2023, respectively, allowance for credit losses of $ 0 in 2024 and 2023
340,898 244,230
Property, plant, and equipment, net 98,445 105,849
Operating lease assets 67,326 75,115
Goodwill 384,937 393,181
Intangible assets, net 90,684 112,952
Deferred income taxes 392,166 400,400
Other assets 5,027 7,088
Total assets $ 1,992,850 $ 2,017,812
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 38,046 $ 21,454
Accrued expenses 71,760 72,374
Accrued income taxes 25,685 16,907
Deferred revenue and customer deposits 25,035 31,525
Operating lease liabilities 8,854 9,624
Total current liabilities 169,380 151,884
Non-current operating lease liabilities 61,363 68,977
Deferred income taxes 217,155 246,877
Reserve for income taxes 26,365 26,685
Non-current accrued income taxes — 18,338
Other liabilities 1,082 299
Total liabilities 475,345 513,060
Commitments and contingencies (Note 11)
Shareholders’ equity:
Preferred stock, $ 0.01 par value - Authorized: 400 shares in 2024 and 2023, respectively, no shares issued and outstanding
— —
Common stock, $ 0.002 par value – Authorized: 300,000 shares in 2024 and 2023, respectively, issued and outstanding: 170,434 and 171,599 shares in 2024 and 2023, respectively
341 343
Additional paid-in capital 1,090,638 1,037,202
Retained earnings 499,303 512,543
Accumulated other comprehensive loss, net of tax ( 72,777 ) ( 45,336 )
Total shareholders’ equity 1,517,505 1,504,752
Total liabilities and shareholders' equity $ 1,992,850 $ 2,017,812
The accompanying notes are an integral part of these consolidated financial statements.
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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2024 2023 2022
(In thousands)
Cash flows from operating activities:
Net income $ 106,171 $ 113,234 $ 215,525
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 52,443 54,768 54,505
Depreciation of property, plant, and equipment 21,271 17,270 16,347
Loss (gain) on disposal of property, plant, and equipment 88 229 19
Amortization of intangible assets 11,418 4,610 3,274
Non-cash impact of charges related to fire (Note 22) — — 46,372
Excess and obsolete inventory charges 2,505 3,775 3,084
Fair value adjustment on acquired inventories (Note 21) 1,224 2,829 —
Amortization of discounts or premiums on investments 306 1,745 4,968
Realized (gain) loss on sale of investments 8 1,954 182
Change in deferred income taxes ( 21,507 ) ( 19,779 ) ( 27,338 )
Changes in operating assets and liabilities:
Accounts receivable ( 32,128 ) 23,346 3,454
Unbilled revenue ( 693 ) ( 255 ) 1,806
Inventories ( 1,253 ) ( 22,591 ) ( 48,934 )
Prepaid expenses and other current assets 1,514 2,469 ( 6,998 )
Accounts payable 18,352 ( 13,744 ) ( 17,277 )
Accrued expenses 2,916 ( 35,309 ) 2,056
Accrued income taxes ( 9,278 ) ( 16,745 ) ( 444 )
Deferred revenue and customer deposits ( 6,216 ) ( 9,122 ) 4,886
Other 1,940 4,232 ( 12,081 )
Net cash provided by operating activities 149,081 112,916 243,406
Cash flows from investing activities:
Purchases of investments ( 850,852 ) ( 184,056 ) ( 233,720 )
Maturities and sales of investments 828,370 496,462 253,983
Purchases of property, plant, and equipment ( 15,043 ) ( 23,077 ) ( 19,667 )
Net payments related to business acquisitions (Note 21) ( 1,444 ) ( 257,056 ) ( 5,050 )
Net cash provided by (used in) investing activities ( 38,969 ) 32,273 ( 4,454 )
Cash flows from financing activities:
Net payments from issuance of common stock under stock plans 994 3,268 9,861
Repurchase of common stock ( 67,085 ) ( 79,794 ) ( 204,314 )
Payment of dividends ( 52,329 ) ( 49,079 ) ( 45,921 )
Net cash used in financing activities ( 118,420 ) ( 125,605 ) ( 240,374 )
Effect of foreign exchange rate changes on cash and cash equivalents ( 8,253 ) 1,697 ( 3,365 )
Net change in cash and cash equivalents ( 16,561 ) 21,281 ( 4,787 )
Cash and cash equivalents at beginning of year 202,655 181,374 186,161
Cash and cash equivalents at end of year $ 186,094 $ 202,655 $ 181,374
The accompanying notes are an integral part of these consolidated financial statements.
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Common Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Shareholders’
Equity
(In thousands) Shares Par Value
Balance as of December 31, 2021 175,481 $ 351 $ 914,802 $ 562,882 $ ( 47,942 ) $ 1,430,093
Net issuance of common stock under stock plans 514 1 9,860 — — 9,861
Repurchase of common stock ( 3,364 ) ( 7 ) — ( 204,307 ) — ( 204,314 )
Stock-based compensation expense — — 54,505 — — 54,505
Payment of dividends ($0.265 per common share) — — — ( 45,921 ) — ( 45,921 )
Net income — — — 215,525 — 215,525
Net unrealized gain (loss) on available-for-sale investments, net of tax of ($5,943) — — — — ( 17,152 ) ( 17,152 )
Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — 182 182
Foreign currency translation adjustment — — — — ( 4,385 ) ( 4,385 )
Balance as of December 31, 2022 172,631 $ 345 $ 979,167 $ 528,179 $ ( 69,297 ) $ 1,438,394
Net issuance of common stock under stock plans 691 1 3,267 — — 3,268
Repurchase of common stock ( 1,723 ) ( 3 ) — ( 79,791 ) — ( 79,794 )
Stock-based compensation expense — — 54,768 — — 54,768
Payment of dividends ($0.286 per common share) — — — ( 49,079 ) — ( 49,079 )
Net income — — — 113,234 — 113,234
Net unrealized gain (loss) on available-for-sale investments, net of tax of $4,389 — — — — 10,507 10,507
Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — 1,954 1,954
Foreign currency translation adjustment — — — — 11,500 11,500
Balance as of December 31, 2023 171,599 $ 343 $ 1,037,202 $ 512,543 $ ( 45,336 ) $ 1,504,752
Net issuance of common stock under stock plans 546 1 993 — — 994
Repurchase of common stock ( 1,711 ) ( 3 ) — ( 67,082 ) — ( 67,085 )
Stock-based compensation expense — — 52,443 — — 52,443
Payment of dividends ($0.305 per common share) — — — ( 52,329 ) — ( 52,329 )
Net income — — — 106,171 — 106,171
Net unrealized gain (loss) on available-for-sale investments, net of tax of $1,245 — — — — 3,809 3,809
Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — 8 8
Foreign currency translation adjustment — — — — ( 31,258 ) ( 31,258 )
Balance as of December 31, 2024 170,434 $ 341 $ 1,090,638 $ 499,303 $ ( 72,777 ) $ 1,517,505
The accompanying notes are an integral part of these consolidated financial statements.
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NOTE 1: Summary of Significant Accounting Policies
The accompanying consolidated financial statements reflect the application of the significant accounting policies described below.
Nature of Operations
Cognex Corporation ("the Company" or "Cognex") is a leading global provider of machine vision products and solutions that improve efficiency and quality and address some of the most critical manufacturing and distribution challenges.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the balance sheet date, and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. Significant estimates and judgments include those related to revenue recognition and income taxes.
Basis of Consolidation
The consolidated financial statements include the accounts of Cognex Corporation and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions have been eliminated.
Foreign Currency Translation
The financial statements of the Company’s foreign subsidiaries, where the local currency is the functional currency, are translated using exchange rates in effect at the end of the year for assets and liabilities and average exchange rates during the year for results of operations. The resulting foreign currency translation adjustment, net of tax, is included in shareholders’ equity as accumulated other comprehensive loss.
Fair Value Measurements
The Company applies a three-level valuation hierarchy for fair value measurements. The categorization of assets and liabilities within the valuation hierarchy is based on the lowest level of input that is significant to the measurement of fair value. Level 1 inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for identical assets and liabilities. Level 2 inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets and liabilities, quoted prices for identical and similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 inputs to the valuation methodology are unobservable inputs based on management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. A change to the level of an asset or liability within the fair value hierarchy is determined at the end of a reporting period.
Cash, Cash Equivalents, and Investments
Money market instruments, as well as debt securities with original maturities of three months or less, are classified as cash equivalents and are stated at amortized cost. Debt securities with original maturities greater than three months and remaining maturities of one year or less are classified as current investments. Debt securities with remaining maturities greater than one year are classified as non-current investments. In July 2023, the Company’s investment policy was modified to reduce effective maturities of newly purchased securities to up to five years . As of December 31, 2024, the Company held investments with maturities in excess of the five-year limit that were approved as pre-existing exceptions to the new policy.
Debt securities with original maturities greater than three months are designated as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, included in shareholders’ equity as accumulated other comprehensive loss. Realized gains and losses are calculated using the specific identification method. Realized gains and losses, interest income, and the amortization of the discount or premium on debt securities arising at acquisition, are included in "Investment income" on the Consolidated Statements of Operations.
Management monitors its debt securities to determine whether a loss exists related to the credit quality of the issuer. If the present value of the cash flows expected to be collected from the security is less than the amortized cost basis of the security, then a credit loss exists and an allowance against the security for credit losses is recorded. The allowance is limited to the amount by which fair value is below amortized cost, recognizing that the investment could
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be sold at fair value. Credit losses continue to be remeasured in subsequent reporting periods. Credit losses and recoveries related to debt securities are included in “Other income (expense)” on the Consolidated Statements of Operations. 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.
Accounts Receivable
The Company extends credit with various payment terms to customers based on an evaluation of their financial condition. Accounts that are outstanding longer than the payment terms are considered to be past due. The Company establishes an allowance against accounts receivable for credit losses when it determines receivables are at risk for collection based on the length of time the receivable has been outstanding, the customer’s current ability to pay its obligations to the Company, and general economic and industry conditions, as well as various other factors. Receivables are written off against this allowance in the period they are determined to be uncollectible and payments subsequently received on previously written-off receivables are recorded as a recovery of the credit loss. Credit losses and recoveries related to accounts receivable are included in "Selling, general, and administrative expenses" on the Consolidated Statements of Operations.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using standard costs, which approximates actual costs under the first-in, first-out (FIFO) method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
Purchase price variances are incurred when actual costs are different than standard costs due to favorable or unfavorable market prices. Management applies judgment to recognize purchase price variances in the same period that the associated standard costs of the finished goods that consume these components are sold.
The Company’s inventory is subject to technological change or obsolescence. The Company reviews inventory quantities on hand and estimates excess and obsolescence exposures based on assumptions about future demand, product transitions, general economic and industry conditions, and other circumstances, and records reserves to reduce the carrying value of inventories to their net realizable value. If actual future demand is less than estimated, additional inventory write-downs would be required.
The Company generally disposes of obsolete inventory upon determination of obsolescence. The Company does not dispose of excess inventory immediately, due to the possibility that some of this inventory could be sold to customers as a result of differences between actual and forecasted demand. When inventory has been written down below cost, such reduced amount is considered the new cost basis for subsequent accounting purposes. As a result, the Company could recognize a higher-than-normal gross margin if the reserved inventory were subsequently sold.
In accordance with the accounting principles applied in business combinations, acquired inventories are recorded at fair value on the acquisition date. This valuation policy typically results in the write-up of inventories above the acquired company’s pre-acquisition carrying value, which results in a lower-than-normal gross margin when these acquired inventories are sold.
Property, Plant, and Equipment
Property, plant, and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Buildings’ original useful lives are 39 years, building improvements’ useful lives range from five to ten years , and the useful lives of computer hardware and software, manufacturing test equipment, and furniture and fixtures range from two to ten years . Land that is leased or granted, as well as leasehold improvements, are depreciated over the shorter of the estimated useful lives or the remaining terms of the leases. Maintenance and repairs are expensed when incurred; additions and improvements are capitalized. Upon retirement or disposition, the cost and related accumulated depreciation of the disposed assets are removed from the accounts, with any resulting gain or loss included in current operations.
In accordance with the accounting principles applied in business combinations, acquired property, plant, and equipment are recorded at fair value on the acquisition date. This valuation policy typically results in the write-up of property, plant, and equipment above the acquired company’s pre-acquisition carrying value, which results in a higher depreciation expense over the estimated lives of the assets.
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Internal-use Software
Internal-use software is software acquired, internally developed, or modified solely to meet the Company's internal needs, and during the software's development no substantive plan exists to sell the software. The accounting treatment for computer software developed for internal use depends on the nature of activities performed at each stage of development. The preliminary project stage includes conceptual formulation of design alternatives, determination of system requirements, vendor demonstrations, and final selection of vendors, and during this stage costs are expensed as incurred. The application development stage includes software configuration, coding, hardware installation, and testing. During this stage, certain costs are capitalized, including external direct costs of materials and services, as well as payroll and payroll-related costs for employees who are directly associated with the project, while certain costs are expensed as incurred, including training and data conversion costs. The post-implementation stage includes support and maintenance, and during this stage costs are expensed as incurred.
Capitalization begins when both the preliminary project stage is completed and management commits to funding the project. Capitalization ceases at the point the project is substantially complete and ready for its intended use, that is, after all substantial testing is completed. Costs of specified upgrades and enhancements to internal-use software are capitalized if it is probable that those expenditures result in additional functionality. Capitalized costs are amortized on a straight-line basis over the estimated useful life.
Leases
At inception of a contract, the Company determines whether that contract is or contains a lease by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. The Company has control of the asset if it has the right to direct the use of the asset and obtains substantially all of the economic benefits from the use of the asset throughout the period of use.
As a practical expedient, the Company does not recognize a lease asset or lease liability for leases with a lease term of twelve months or less. In the determination of the lease term, the Company considers the existence of extension or termination options and the probability of those options being exercised.
Lease contracts may include fixed lease components and non-lease components, such as common area maintenance and utilities for property leases. As a practical expedient, the Company accounts for the non-lease components together with the lease components as a single lease component for all of its leases.
The Company classifies a lease as a finance lease when it meets any of the following criteria at the lease commencement date: (1) the lease transfers ownership of the underlying asset to the Company by the end of the lease term; (2) the lease grants the Company an option to purchase the underlying asset that the Company is reasonably certain to exercise; (3) the lease term is for the major part of the remaining economic life of the underlying asset (the Company considers a major part to be 75% or more of the remaining economic life of the underlying asset); (4) the present value of the sum of the lease payments and any residual value guaranteed by the Company equals or exceeds substantially all of the fair value of the underlying asset (the Company considers substantially all the fair value to be 90% or more of the fair value of the underlying asset amount); or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the criteria above are met, the Company classifies the lease as an operating lease.
On the lease commencement date, the Company records a lease asset and lease liability on the balance sheet. The lease asset consists of: (1) the amount of the initial lease liability; (2) any lease payments made to the lessor at or before the lease commencement date, minus any lease incentives received; and (3) any initial direct cost incurred by the Company. Initial direct costs are incremental costs of a lease that would not have been incurred if the lease had not been obtained and are capitalized as part of the lease asset. The lease liability equals the present value of the future cash payments discounted using the Company's incremental borrowing rate. The Company’s incremental borrowing rate is the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments over a similar term which was estimated using the Secured Overnight Financing Rate (SOFR) plus a 2% credit risk spread.
Operating lease expense equals the total cash payments recognized on a straight-line basis over the lease term. The amortization of the lease asset is calculated as the straight-line lease expense less the accretion of the interest on the lease liability each period. The lease liability is reduced by the cash payment less the interest each period.
Goodwill
Goodwill is stated at cost. The Company evaluates the potential impairment of goodwill annually each fourth quarter
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and whenever events or circumstances indicate the carrying value of the goodwill may not be recoverable. The Company performs a qualitative assessment of goodwill to determine whether further impairment testing is necessary. Factors that management considers in this assessment include general economic and industry conditions, overall financial performance (both current and projected), changes in strategy, changes in the composition or carrying amount of net assets, and market capitalization. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company proceeds to perform a quantitative impairment test. Under this quantitative analysis, the fair value of the reporting unit is compared with its carrying value, including goodwill. If the carrying value exceeds the fair value of the reporting unit, the Company recognizes an impairment charge. The Company estimates the fair value of its reporting unit using the income approach based on a discounted cash flow model. In addition, the Company uses the market approach, which compares the reporting unit to publicly traded companies and transactions involving similar businesses, to support the conclusions based on the income approach.
Intangible Assets
Intangible assets are stated at cost and amortized over the assets’ estimated useful lives. Intangible assets are either amortized in relation to the relative cash flows anticipated from the intangible asset or using the straight-line method, depending on facts and circumstances. The useful lives of customer relationships range from five to fifteen years , completed technologies from five to nine years , non-compete agreements from six to seven years , and trademarks for three years . In-process technology is an indefinite-lived intangible asset until the technology is completed, at which point it is amortized over its estimated useful life.
The Company evaluates the potential impairment of intangible assets whenever events or circumstances indicate the carrying value of the assets may not be recoverable. For finite-lived intangible assets that are subject to amortization, the Company follows a two-step process for impairment testing. In step one, known as the recoverability test, the carrying value of the asset is compared to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the sum of the undiscounted future cash flows is less than the carrying value, the asset is not recoverable and step two is performed. In step two, the impairment charge is measured as the amount by which the carrying value of the asset exceeds its fair value.
Warranty Obligations
The Company warrants its products to be free from defects in material and workmanship for periods primarily ranging from one to three years from the time of sale based on the product being purchased and the terms of the customer arrangement. Warranty obligations are evaluated and recorded at the time of sale since it is probable that customers will make claims under warranties related to products that have been sold and the amount of these claims can be reasonably estimated based on historical costs to fulfill claims. Obligations may also be recorded subsequent to the time of sale whenever specific events or circumstances impacting product quality become known that would not have been taken into account using historical data.
Contingencies
Loss contingencies are accrued if the loss is probable and the amount of the loss can be reasonably estimated. Legal costs associated with potential loss contingencies are expensed as incurred.
Derivative Instruments
Derivative instruments are recorded on the Consolidated Balance Sheets at fair value. Changes in the fair value of the Company’s economic hedges utilizing foreign currency forward contracts are included in "Foreign currency gain (loss)" on the Consolidated Statements of Operations. When the Company is engaged in more than one outstanding derivative contract with the same counterparty and also has a legally enforceable master netting agreement with that counterparty, the “net” mark-to-market exposure represents the netting of the positive and negative exposures with that counterparty. The cash flows from derivative instruments are presented in the same category on the Consolidated Statements of Cash Flows as the category for the cash flows from the hedged item. Generally, this accounting policy election results in cash flows related to derivative instruments being classified as an operating activity on the Consolidated Statements of Cash Flows.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers.” The core principle of ASC 606 is to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the
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Company expects to be entitled in exchange for those goods or services. The framework in support of this core principle includes: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the performance obligations are satisfied.
Identifying the Contract with the Customer
The Company identifies contracts with customers as agreements that create enforceable rights and obligations, which typically take the form of customer contracts or purchase orders. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.
Identifying the Performance Obligations in the Contract
The Company identifies performance obligations as promises in contracts to transfer distinct goods or services. Standard products and services that the Company regularly sells separately, which customers can benefit from either on their own or with other readily available resources and are distinct within the context of the customer contract, are accounted for as distinct performance obligations. Application-specific customer solutions that are comprised of a combination of products and services are accounted for as one performance obligation to deliver a total solution to the customer. On-site support services that are provided to the customer after the solution is deployed are accounted for as a separate performance obligation.
Shipping and handling activities for which the Company is responsible under the terms and conditions of the sale are not accounted for as performance obligations but as fulfillment costs. These activities are required to fulfill the Company’s promise to transfer the goods and are expensed when revenue is recognized.
The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract. If revenue is recognized before immaterial promises have been completed, then the costs related to such immaterial promises are accrued at the time of sale.
Determining the Transaction Price
The Company determines the transaction price as the amount of consideration it expects to receive in exchange for transferring promised goods or services to the customer. Amounts collected from customers for sales taxes are excluded from the transaction price.
If a contract includes a variable amount, such as a rebate, then the Company estimates the transaction price using either the expected value or the most likely amount of consideration to be received, depending on the specific facts and circumstances. The Company includes estimated variable consideration in the transaction price only to the extent it is probable that a significant reversal of revenue will not occur when the uncertainty is resolved. The Company updates its estimate of variable consideration at the end of each reporting period to reflect changes in facts and circumstances.
The Company records revenue net of estimated returns. As a practical expedient, the Company estimates the transaction price using the expected value based on its history of return experience using a portfolio approach in which the Company’s total revenue is reduced by an estimate of total customer returns. Management reasonably expects that the effect of applying a portfolio approach to a group of contracts would not differ materially from considering each contract separately.
Allocating the Transaction Price to the Performance Obligations
The Company allocates the transaction price to each performance obligation at contract inception based on a relative stand-alone selling price basis, or the price at which the Company would sell the good or service separately to similar customers in similar circumstances.
Recognizing Revenue When (or As) the Performance Obligations are Satisfied
The Company recognizes revenue when it transfers the promised goods or services to the customer. Revenue for standard products is recognized at the point in time when the customer obtains control of the goods, which is typically upon shipment or delivery when the customer has legal title, physical possession, the risks and rewards of ownership, and an enforceable obligation to pay for the products. Revenue for services, which are not material, is typically recognized over the time the service is provided.
Revenue for application-specific customer solutions is recognized at the point in time when the solution is validated, which is the point in time when the Company can reasonably determine that the agreed-upon specifications in the contract have been met and the customer should reasonably accept the performance obligations in the
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arrangement. Although the customer may have taken legal title and physical possession of the goods when they arrived at the customer’s designated site, the significant risks and rewards of ownership transfer to the customer only upon validation. Revenue for on-site support services related to these solutions is recognized over the time the service is provided.
In certain instances, an arrangement may include customer-specified acceptance provisions or performance guarantees that allow the customer to accept or reject delivered products that do not meet the customer’s requirements. If the Company can reasonably determine that control of a good or service has been transferred to the customer in accordance with the agreed-upon requirements in the contract, then customer acceptance is a formality. If acceptance provisions are presumed to be substantive, then revenue is deferred until customer acceptance.
For the Company’s standard products and services, revenue recognition and billing typically occur at the same time. For application-specific customer solutions, however, the agreement with the customer may provide for billing terms which differ from the timing of revenue recognition, resulting in either deferred revenue or unbilled revenue. Credit assessments are performed to determine payment terms, which vary by region, industry, and customer. Prepayment terms result in contract liabilities for customer deposits. When credit is granted to customers, payment is typically due 30 to 90 days from billing. The Company's contracts typically have an original expected duration of less than one year, and therefore as a practical expedient, the Company has elected to ignore the impact of the time value of money on such contracts and to expense sales commissions. The Company recognizes an asset for costs to fulfill a contract if the costs relate directly to the contract and to future performance, and the costs are expected to be recovered.
Management exercises judgment when determining the amount of revenue to be recognized each period. Such judgments include, but are not limited to, assessing the customer’s ability and intention to pay substantially all of the contract consideration when due, determining when two or more contracts should be combined and accounted for as a single contract, determining whether a contract modification has occurred, assessing whether promises are immaterial in the context of the contract, determining whether material promises in a contract represent distinct performance obligations, estimating the transaction price for a contract that contains variable consideration, determining the stand-alone selling price of each performance obligation, determining whether control is transferred over time or at a point in time for performance obligations, and assessing whether formal customer acceptance provisions are substantive.
Research and Development
Research and development costs primarily include costs related to personnel, prototyping materials and equipment, and outside services. Research and development costs are expensed when incurred until technological feasibility has been established for the product. Thereafter, all software costs may be capitalized until the product is available for general release to customers. The Company determines technological feasibility at the time the product reaches beta in its stage of development. Historically, the time incurred between beta and general release to customers has been short, and therefore, the costs have been insignificant.
Advertising Costs
Advertising costs are expensed as incurred and totaled $ 1,286,000 in 2024, $ 1,190,000 in 2023, and $ 1,257,000 in 2022.
Stock-Based Compensation
The Company’s stock-based awards that result in compensation expense consist of stock options and restricted stock units ("RSUs"), including performance restricted stock units ("PRSUs"). The Company has reserved a specific number of shares of its authorized but unissued shares for issuance upon the exercise of stock options or the settlement of RSUs. When a stock option is exercised or an RSU is settled, the Company issues new shares from this pool. Management is responsible for determining the appropriate valuation model and estimating the fair value of stock-based awards, and in doing so, considers a number of factors, including information provided by an outside valuation advisor and the observable market price of the Company's common stock on the grant date. The fair value of RSUs is determined based on the observable market price of the Company's common stock on the grant date less the present value of expected future dividends. The fair value of PRSUs where the performance goal includes service and market conditions is calculated using a Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant. When determining the grant-date fair value of stock-based awards, management further considers whether an adjustment is required to the observable
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market price or volatility of the Company's common stock that is used in the valuation as a result of material non-public information if that information is expected to result in a material increase in share price.
The Company recognizes compensation expense related to stock-based awards using the graded attribution method, in which expense is recognized on a straight-line basis over the service period for each separately vesting portion of the stock option or RSU as if the award was, in substance, multiple awards. The amount of compensation expense recognized at the end of the vesting period is based on the number of awards for which the requisite service has been completed. No compensation expense is recognized for awards that are forfeited for which the employee does not render the requisite service. The term “forfeitures” is distinct from “expirations” and represents only the unvested portion of the surrendered award. The Company applies estimated forfeiture rates to its unvested awards to arrive at the amount of compensation expense that is expected to be recognized over the requisite service period. At the end of each separately vesting portion of an award, the expense that was recognized by applying the estimated forfeiture rate is compared to the expense that should be recognized based on the employee’s service, and an increase or decrease to compensation expense is recorded to true up the final expense.
Taxes
The Company recognizes a tax position in its financial statements when that tax position, based solely upon its technical merits, is more likely than not to be sustained upon examination by the relevant taxing authority. Those tax positions failing to qualify for initial recognition are recognized in the first interim period in which they meet the more likely than not standard, are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statutes of limitations. Derecognition of a tax position that was previously recognized occurs when an entity subsequently determines that a tax position no longer meets the more likely than not threshold of being sustained.
The portion of the liability that is expected to be paid within one year is classified as a current liability. As a result, liabilities expected to be resolved without the payment of cash (e.g., resolution due to the expiration of the statutes of limitations) or are not expected to be paid within one year are classified as a non-current liability. It is the Company’s policy to record estimated interest and penalties as income tax expense and tax credits as a reduction in income tax expense.
Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for the impact of Global Intangible Low-Taxed Income (GILTI) tax in deferred taxes.
Sales tax in the United States and similar taxes in other jurisdictions that are collected from customers and remitted to government authorities are presented on a gross basis (i.e., a receivable from the customer with a corresponding payable to the government). Amounts collected from customers and retained by the Company during tax holidays are recognized as non-operating income when earned.
Net Income Per Share
Basic net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period plus potential dilutive common shares. Dilutive common equivalent shares consist of stock options and restricted stock units and are calculated using the treasury stock method. Common equivalent shares do not qualify as participating securities. In periods where the Company records a net loss, potential common stock equivalents are not included in the calculation of diluted net loss per share as their effect would be anti-dilutive.
Comprehensive Income
Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive loss, net of tax, consists of foreign currency translation adjustment losses of $ 67,808,000 and $ 36,550,000 , as of December 31, 2024 and December 31, 2023, respectively; net unrealized losses on available-for-sale investments of $ 3,698,000 and $ 7,515,000 as of December 31, 2024 and December 31, 2023, respectively; and losses on currency swaps, net of gains on long-term intercompany loans of $ 1,271,000 at each year end.
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Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments, and accounts receivable. The Company has certain domestic and foreign cash balances that exceed the insured limits set by the Federal Deposit Insurance Corporation (FDIC) in the United States and equivalent regulatory agencies in foreign countries. The Company primarily invests in investment-grade debt securities and has established guidelines relative to credit ratings, diversification, and maturities of its debt securities that maintain liquidity and safety. The Company has historically not experienced any significant realized losses on its debt securities. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company has historically not experienced any significant losses related to the collection of its accounts receivable.
A significant portion of the Company's products is presently manufactured by a third-party contractor located in Indonesia. This contract manufacturer has agreed to provide the Company with termination notification periods and last-time-buy rights, if and when that may be applicable.
Certain key electronic and mechanical components, such as integrated circuit chips, are fundamental to the design of Cognex products. Due to the impact of global supply chain challenges or other factors, we have experienced, and may continue to experience, disruptions to the supply of components for our products that have resulted, and may continue to result, in higher purchase costs, delivery costs, and manufacturing delays.
The Company sources components from preferred vendors that are selected based on price and performance considerations. In the event of a supply disruption from a preferred vendor, these components may typically be purchased from alternative vendors, which may result in higher purchase costs and manufacturing delays based on the time required to identify and obtain sufficient quantities from an alternative source. Certain of the Company’s products utilize components that are available from only one source. If we are unable to secure adequate supply from these sources, we may have to redesign our products, which may lead to higher costs, delays in manufacturing, and possible loss of sales.
Business Combinations
The Company determines whether a transaction qualifies as a business combination by applying the definition of a business, which requires the assets acquired and liabilities assumed to be inputs and processes that have the ability to contribute to the creation of outputs. The Company accounts for business combinations under the acquisition method of accounting, which requires the following steps: (1) identifying the acquirer, (2) determining the acquisition date, (3) recognizing and measuring the identifiable assets acquired and the liabilities assumed, and (4) recognizing and measuring goodwill. The Company measures the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Management is responsible for determining the appropriate valuation model and estimated fair values, and in doing so, considers a number of factors, including information provided by an outside valuation advisor. Management bases the fair value of assets, including identifiable intangible assets acquired, on detailed valuations that use information and assumptions provided by management, which consider management’s best estimates of inputs and assumptions that a market participant would use. Goodwill is recognized as of the acquisition date as the excess of the consideration transferred over the net amount of assets acquired and liabilities assumed. Transaction costs are expensed as incurred.
NOTE 2: New Pronouncements
Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
The amendments in this ASU apply to all public entities, including public entities with a single reportable segment, that are required to report segment information in accordance with Topic 280, Segment Reporting. The amendments require public business entities to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the amendments require disclosure of significant segment expenses and other segment items, as well as incremental qualitative disclosures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and should be applied on a retrospective basis. The Company adopted ASU 2023-07 in 2024. Refer to Note 20 for related disclosures.
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Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
The amendments in this ASU apply to all entities that are subject to Topic 740, Income Taxes. The amendments require public business entities to disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. They also require all entities to disclose income taxes paid, net of refund received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions in which income taxes paid, net of refunds received, is equal to or greater than five percent of total income taxes paid. For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024. The amendments in this ASU should be applied on a prospective basis. Management does not expect ASU 2023-09 to have a material impact on the Company's financial statements and disclosures.
Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)
ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories. ASU 2024-03 mandates disclosures in the notes to financial statements detailing the composition and trends of key expense categories within major income statement captions. These enhanced disclosures are intended to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flows. For public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The adoption will result in disclosure changes only.
NOTE 3: Fair Value Measurements
Financial Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 (in thousands):
Quoted Prices in
Active Markets
for Identical
Assets (Level 1) Significant Other
Observable
Inputs (Level 2) Unobservable Inputs (Level 3)
Assets:
Money market instruments $ 15,242 $ — $ —
Corporate bonds — 340,916 —
Treasury notes — 45,634 —
Asset-backed securities — 13,314 —
Sovereign bonds — 990 —
Economic hedge forward contracts — 324 —
Liabilities:
Economic hedge forward contracts — 211 —
The Company’s money market instruments are reported at fair value based on the daily market price for identical assets in active markets, and are therefore classified as Level 1.
The Company’s debt securities and forward contracts are reported at fair value based on model-driven valuations in which all significant inputs are observable or can be derived from or corroborated by observable market data for substantially the full term of the asset or liability, and are therefore classified as Level 2. Management is responsible for estimating the fair value of these financial assets and liabilities, and in doing so, considers valuations provided by a large, third-party pricing service. For debt securities, this service maintains regular contact with market makers, brokers, dealers, and analysts to gather information on market movement, direction, trends, and other specific data. They use this information to structure yield curves for various types of debt securities and arrive at the daily valuations. The Company's forward contracts are typically traded or executed in over-the-counter markets with a high degree of pricing transparency. The market participants are generally large commercial banks.
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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 evaluates these long-lived assets for impairment whenever events or changes in circumstances, referred to as "triggering events," indicate the carrying value may not be recoverable. The Company did not record impairment charges related to non-financial assets in 2024, 2023, or 2022.
NOTE 4: Cash, Cash Equivalents, and Investments
Cash, cash equivalents, and investments consisted of the following (in thousands):
December 31,
2024 2023
Cash $ 170,852 $ 183,242
Money market instruments 15,242 19,413
Cash and cash equivalents 186,094 202,655
Corporate bonds 55,742 124,851
Treasury notes 2,487 —
Sovereign bonds 990 990
Asset-backed securities 737 3,551
Current investments 59,956 129,392
Corporate bonds 285,174 183,965
Treasury notes 43,147 43,523
Asset-backed securities 12,577 15,763
Sovereign bonds — 979
Non-current investments 340,898 244,230
$ 586,948 $ 576,277
Corporate bonds consist of debt securities issued by both domestic and foreign companies; treasury notes consist of debt securities issued by the U.S. government; sovereign bonds consist of direct debt issued by foreign governments; and asset-backed securities consist of debt securities collateralized by pools of receivables or loans with credit enhancement. All of the Company's securities as of December 31, 2024 and 2023 were denominated in U.S. Dollars.
The Company’s cash balance included foreign bank balances totaling $ 156,027,000 and $ 173,614,000 as of December 31, 2024 and 2023, respectively.
Accrued interest receivable is included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets and amounted to $ 4,144,000 and $ 3,169,000 as of December 31, 2024 and 2023, respectively.
The following table summarizes the Company’s available-for-sale investments as of December 31, 2024 (in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Current:
Corporate bonds $ 56,472 $ 3 $ ( 733 ) $ 55,742
Treasury notes 2,501 — ( 14 ) 2,487
Sovereign bonds 1,013 — ( 23 ) 990
Asset-backed securities 739 — ( 2 ) 737
Non-current:
Corporate bonds 288,332 408 ( 3,566 ) 285,174
Treasury notes 43,570 2 ( 425 ) 43,147
Asset-backed securities 13,131 — ( 554 ) 12,577
$ 405,758 $ 413 $ ( 5,317 ) $ 400,854
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The following table summarizes the Company’s available-for-sale investments as of December 31, 2023 (in thousands):
Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Current:
Corporate bonds $ 128,150 $ — $ ( 3,299 ) $ 124,851
Asset-backed securities 3,637 — ( 86 ) 3,551
Sovereign bonds 1,012 — ( 22 ) 990
Non-current:
Corporate bonds 189,326 506 ( 5,867 ) 183,965
Treasury notes 43,654 82 ( 213 ) 43,523
Asset-backed securities 16,773 — ( 1,010 ) 15,763
Sovereign bonds 1,037 — ( 58 ) 979
$ 383,589 $ 588 $ ( 10,555 ) $ 373,622
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 December 31, 2024 (in thousands):
Unrealized Loss
Position For Less than
12 Months Unrealized Loss
Position For Greater than
12 Months Total
Fair Value Unrealized
Losses Fair Value Unrealized
Losses Fair Value Unrealized
Losses
Corporate bonds $ 172,049 $ ( 2,227 ) $ 87,815 $ ( 2,071 ) $ 259,864 $ ( 4,298 )
Treasury notes 42,149 ( 425 ) 2,487 ( 14 ) 44,636 ( 439 )
Asset-backed securities 11,024 ( 547 ) 2,290 ( 10 ) 13,314 ( 557 )
Sovereign bonds — — 990 ( 23 ) 990 ( 23 )
$ 225,222 $ ( 3,199 ) $ 93,582 $ ( 2,118 ) $ 318,804 $ ( 5,317 )
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 December 31, 2023 (in thousands):
Unrealized Loss
Position For Less than
12 Months Unrealized Loss
Position For Greater than
12 Months Total
Fair Value Unrealized
Losses Fair Value Unrealized
Losses Fair Value Unrealized
Losses
Corporate bonds $ 30,770 $ ( 359 ) $ 226,643 $ ( 8,807 ) $ 257,413 $ ( 9,166 )
Treasury notes 20,725 ( 153 ) 2,441 ( 60 ) 23,166 ( 213 )
Asset-backed securities 17,062 ( 1,049 ) 2,252 ( 47 ) 19,314 ( 1,096 )
Sovereign bonds — — 1,968 ( 80 ) 1,968 ( 80 )
$ 68,557 $ ( 1,561 ) $ 233,304 $ ( 8,994 ) $ 301,861 $ ( 10,555 )
Management monitors debt securities that are in an unrealized loss position to determine whether a loss exists related to the credit quality of the issuer. 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 December 31, 2024, 2023, or 2022. Management currently intends to hold these securities to full value recovery at maturity.
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The following table summarizes the Company's gross realized gains and losses on the sale of debt securities (in thousands):
Year Ended December 31,
2024 2023 2022
Gross realized gains $ 8 $ 111 $ 133
Gross realized losses ( 16 ) ( 2,065 ) ( 315 )
Net realized gains (losses) $ ( 8 ) $ ( 1,954 ) $ ( 182 )
Realized gains and losses are included in "Investment income" on the Consolidated Statements of Operations. Prior to the sale of these securities, unrealized gains and losses for these debt securities, net of tax, were recorded in shareholders’ equity as accumulated other comprehensive loss.
The following table summarizes the effective maturity dates of the Company’s available-for-sale investments as of December 31, 2024 (in thousands):
<1 Year 1-2 Years 2-3 Years 3-4 Years 4-5 Years 5-7 Years Total
Corporate bonds $ 55,742 $ 62,324 $ 92,207 $ 68,029 $ 62,614 $ — $ 340,916
Treasury notes 2,487 9,177 21,365 12,605 — — 45,634
Asset-backed securities 737 5,911 — 1,296 1,982 3,388 13,314
Sovereign bonds 990 — — — — — 990
$ 59,956 $ 77,412 $ 113,572 $ 81,930 $ 64,596 $ 3,388 $ 400,854
NOTE 5: Inventories
Inventories consisted of the following (in thousands):
December 31,
2024 2023
Raw materials $ 86,917 $ 93,201
Work-in-process 5,544 5,747
Finished goods 65,066 63,337
$ 157,527 $ 162,285
NOTE 6: Property, Plant, and Equipment
Property, plant, and equipment consisted of the following (in thousands):
December 31,
2024 2023
Land $ 8,711 $ 8,805
Buildings 38,878 34,117
Building improvements 46,496 44,992
Leasehold improvements 21,642 19,611
Computer hardware and software 57,791 55,154
Manufacturing test equipment 45,523 36,182
Furniture and fixtures 6,468 7,361
225,509 206,222
Less: accumulated depreciation ( 127,064 ) ( 100,373 )
$ 98,445 $ 105,849
The Company disposed of property, plant, and equipment with a cost basis of $ 9,580,000 and accumulated depreciation of $ 9,492,000 in 2024, resulting in a loss of $ 88,000 . The Company disposed of property, plant, and equipment with a cost basis of $ 12,421,000 and accumulated depreciation of $ 12,184,000 in 2023, net of proceeds of $ 8,000 , resulting in a loss of $ 229,000 .
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NOTE 7: Leases
The Company's leases are primarily leased properties across different worldwide locations where the Company conducts its business. All of these leases are classified as operating leases. Certain leases may contain options to extend or terminate the lease at the Company's sole discretion. As of December 31, 2024, there were no options to terminate and twenty options to extend that were accounted for in the determination of the lease term for 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 the outstanding leases as of December 31, 2024. The Company did not have any leases that had not yet commenced but that created significant rights and/or obligations as of December 31, 2024.
The total operating lease expense was $ 14,131,000 in 2024, $ 11,598,000 in 2023, and $ 8,939,000 in 2022. The total operating lease cash payments were $ 13,683,000 in 2024, $ 10,148,000 in 2023, and $ 8,548,000 in 2022. 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 was $ 407,000 in 2024, $ 427,000 in 2023, and $ 144,000 in 2022.
Future operating lease cash payments are as follows (in thousands):
Year Ended December 31, Amount
2025 $ 12,534
2026 10,543
2027 9,496
2028 8,820
2029 8,242
Thereafter 43,657
$ 93,292
The discounted present value of the future lease cash payments resulted in a lease liability of $ 70,217,000 and $ 78,601,000 as of December 31, 2024 and 2023, respectively.
The Company leases a building in Singapore that serves as a distribution center for customers in Asia. The lease contains two components: an 88,000 square-foot premises that had a commencement date in June of 2023 and a second 27,000 square-foot premises that does not commence until the fourth quarter of 2025. Accordingly, the second component of the lease has not yet been recorded on the Consolidated Balance Sheets, nor has it created any significant rights and obligations as of December 31, 2024. This second lease component has an original term of eight years and the Company has the right and option to extend this term by an additional five years, commencing upon the expiration of the original term. Future payment obligations associated with this lease component total $ 13,145,000 , $ 160,000 of which is payable in 2025 and which reflects an estimated extension period of five years . Future payment obligations related to this lease component are not included in the future operating lease cash payments table above.
The Company has entered into a lease for a 6,500 square-foot building in Aachen, Germany for a term of ten years . The commencement date for this lease is expected to be in the second quarter of 2025, and therefore it has not yet been recorded on the Consolidated Balance Sheets, nor has it created any significant rights and obligations as of December 31, 2024. 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 term. Future payment obligations associated with this lease total $ 8,763,000 , $ 483,000 of which is payable in 2025. Future payment obligations related to this lease are not included in the future operating lease cash payments table above.
The weighted-average discount rate was 5.9 % and 5.7 % for the leases outstanding as of December 31, 2024 and December 31, 2023, respectively. The weighted-average remaining lease term was 9.9 years and 10.5 years for the leases outstanding as of December 31, 2024 and 2023, respectively.
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NOTE 8: Goodwill
The changes in the carrying value of goodwill were as follows (in thousands):
Amount
Balance as of December 31, 2022 $ 242,630
Acquisition of Moritex Corporation (refer to Note 21) 145,047
Foreign exchange rate changes 5,504
Balance as of December 31, 2023 393,181
Moritex Corporation measurement period adjustments (refer to Note 21) 6,478
Foreign exchange rate changes ( 14,722 )
Balance as of December 31, 2024 $ 384,937
For its 2024 annual analysis of goodwill, management elected to perform a qualitative assessment. Based on this assessment, management believes it is more likely than not that the fair value of the reporting unit exceeds its carrying value. The Company did not record impairment charges related to goodwill in 2024, 2023, or 2022.
NOTE 9: Intangible Assets
Intangible assets consisted of the following (in thousands):
Gross
Carrying
Value Accumulated
Amortization Net
Carrying
Value
Customer relationships $ 67,781 $ ( 10,229 ) $ 57,552
Completed technologies 58,373 ( 25,766 ) 32,607
Trademarks 810 ( 337 ) 473
Non-compete agreements 340 ( 288 ) 52
Balance as of December 31, 2024 $ 127,304 $ ( 36,620 ) $ 90,684
Gross
Carrying
Value Accumulated
Amortization Net
Carrying
Value
Customer relationships $ 75,965 $ ( 5,352 ) $ 70,613
Completed technologies 62,123 ( 20,745 ) 41,378
Trademarks 903 ( 50 ) 853
Non-compete agreements 340 ( 232 ) 108
Balance as of December 31, 2023 $ 139,331 $ ( 26,379 ) $ 112,952
The Company did not record impairment charges related to intangible assets in 2024, 2023, or 2022.
Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows (in thousands):
Year Ended December 31, Amount
2025 $ 10,147
2026 9,775
2027 8,850
2028 8,120
2029 8,120
Thereafter 45,672
$ 90,684
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NOTE 10: Accrued Expenses
Accrued expenses consisted of the following (in thousands):
December 31,
2024 2023
Incentive compensation $ 18,735 $ 10,645
Foreign retirement obligations 10,445 12,835
Warranty obligations 5,140 4,244
Salaries and payroll taxes 5,123 8,774
Vacation 3,945 5,827
Other 28,372 30,049
$ 71,760 $ 72,374
The changes in the warranty obligation were as follows (in thousands):
Balance as of December 31, 2021 $ 5,427
Provisions for warranties issued during the period 1,876
Fulfillment of warranty obligations ( 2,928 )
Balance as of December 31, 2022 4,375
Provisions for warranties issued during the period 2,940
Fulfillment of warranty obligations ( 3,078 )
Foreign exchange rate changes 7
Balance as of December 31, 2023 4,244
Provisions for warranties issued during the period 4,794
Fulfillment of warranty obligations ( 3,883 )
Foreign exchange rate changes ( 15 )
Balance as of December 31, 2024 $ 5,140
NOTE 11: Commitments and Contingencies
As of December 31, 2024, the Company had outstanding purchase orders totaling $ 44,269,000 to procure inventory from various vendors. Certain of these purchase orders may be canceled by the Company, subject to cancellation penalties. These purchase commitments relate primarily to expected sales in 2025.
A significant portion of the Company's outstanding inventory purchase orders as of December 31, 2024, 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 purchased $ 17,461,000 , $ 10,616,000 , and $ 5,269,000 in 2024, 2023, and 2022, respectively, of inventories as a result of the Company's obligation to purchase any non-cancelable and non-returnable components that have been purchased by the 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. While the Company typically expects such purchased components to be used in future production of Cognex finished goods, these components are considered in the Company's reserve estimate for excess and obsolete inventory. Furthermore, the Company accrues for losses on commitments for the future purchase of non-cancelable and non-returnable components from this contract manufacturer at the time that circumstances, such as changes in demand, indicate that the value of the components may not be recoverable, the loss is probable, and management has the ability to reasonably estimate the amount of the loss.
Various claims and legal proceedings generally incidental to the normal course of business are pending or threatened on behalf of or against the Company. While we cannot predict the outcome of these matters, we believe that any liability arising from them will not have a material adverse effect on our financial position, liquidity, or results of operations.
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NOTE 12: Indemnification Provisions
Except as limited by Massachusetts law, the by-laws of the Company require it to indemnify certain current or former directors, officers, and employees of the Company against expenses incurred by them in connection with each proceeding in which he or she is involved as a result of serving or having served in certain capacities. Indemnification is not available with respect to a proceeding as to which it has been adjudicated that the person did not act in good faith in the reasonable belief that the action was in the best interests of the Company. The maximum potential amount of future payments the Company could be required to make under these provisions is unlimited. The Company has never incurred significant costs related to these indemnification provisions. As a result, the Company believes the estimated fair value of these provisions is not material.
In the ordinary course of business, the Company may accept standard limited indemnification provisions in connection with the sale of its products, whereby it indemnifies its customers for certain direct damages incurred in connection with third-party patent or other intellectual property infringement claims with respect to the use of the Company’s products. The maximum potential amount of future payments the Company could be required to make under these provisions is, in many, but not all instances, subject to fixed monetary limits. The Company has never incurred significant costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the Company believes the estimated fair value of these provisions is not material.
In the ordinary course of business, the Company also accepts limited indemnification provisions from time to time, whereby it indemnifies customers for certain direct damages incurred in connection with bodily injury and property damage arising from the use of the Company’s products. Future payments the Company could be required to make under these provisions is generally recoverable under the Company’s insurance policies. As a result of this coverage, and the fact that the Company has never incurred significant costs to defend lawsuits or settle claims related to these indemnification provisions, the Company believes the estimated fair value of these provisions is not material.
NOTE 13: Derivative Instruments
The Company’s foreign currency risk management strategy is designed to mitigate the potential financial impact of changes in the value of transactions and balances denominated in foreign currencies resulting from changes in foreign currency exchange rates. The Company enters into economic hedges utilizing foreign currency forward contracts with maturities that do not exceed approximately three months to manage the exposure to fluctuations in foreign currency exchange rates arising primarily from foreign-denominated receivables and payables. The gains and losses on these derivatives are intended to be offset by the changes in the fair value of the assets and liabilities being hedged. These economic hedges are not designated as hedging instruments for hedge accounting treatment.
The Company had the following outstanding forward contracts (in thousands):
December 31, 2024 December 31, 2023
Currency Notional Value USD Equivalent Notional Value USD Equivalent
Derivatives Not Designated as Hedging Instruments:
Singapore Dollar 40,000 $ 29,457 39,700 $ 30,136
Euro 25,000 26,029 40,000 44,302
Chinese Renminbi 95,000 12,990 50,000 7,025
Mexican Peso 220,000 10,701 145,000 8,505
Hungarian Forint 2,360,000 5,951 2,240,000 6,466
British Pound 3,200 4,008 3,345 4,258
Japanese Yen 2,000,000 3,750 600,000 4,255
Swiss Franc 2,200 2,432 — —
Canadian Dollar 2,000 1,390 1,470 1,112
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Information regarding the fair value of the outstanding forward contracts was as follows (in thousands):
Asset Derivatives Liability Derivatives
Balance
Sheet Location Fair Value Balance
Sheet Location Fair Value
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Derivatives Not Designated as Hedging Instruments:
Economic hedge forward contracts Prepaid expenses and other current assets $ 324 $ 151 Accrued expenses $ 211 $ 106
The following table summarizes 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
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Gross amounts of recognized assets $ 324 $ 151 Gross amounts of recognized liabilities $ 211 $ 106
Gross amounts offset — — Gross amounts offset — —
Net amount of assets presented $ 324 $ 151 Net amount of liabilities presented $ 211 $ 106
Information regarding the effect of derivative instruments, net of the underlying exposure, on the consolidated financial statements was as follows (in thousands):
Location in Financial Statements Year Ended December 31,
2024 2023 2022
Derivatives Not Designated as Hedging Instruments:
Gains (losses) recognized in current operations Foreign currency gain (loss) $ 1,945 $ ( 10,023 ) $ 9,823
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NOTE 14: Revenue Recognition
The following table summarizes disaggregated revenue information by geographic area based on the customer's country of domicile (in thousands):
Year Ended December 31,
2024 2023 2022
Americas $ 350,155 $ 330,415 $ 390,573
Europe 217,880 220,665 234,643
Greater China 164,147 164,115 227,447
Other Asia 182,333 122,352 153,427
$ 914,515 $ 837,547 $ 1,006,090
The following table summarizes disaggregated revenue information by revenue type (in thousands):
Year Ended December 31,
2024 2023 2022
Standard products and services $ 795,319 $ 734,140 $ 848,153
Application-specific customer solutions 119,196 103,407 157,937
$ 914,515 $ 837,547 $ 1,006,090
Costs to Fulfill a Contract
Costs to fulfill a contract are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheets and amounted to $ 10,705,000 and $ 13,265,000 as of December 31, 2024 and 2023, respectively. The amount of amortization during 2024 related to costs deferred as of December 31, 2023 amounted to $ 12,512,000
Accounts Receivable, Contract Assets, and Contract Liabilities
Accounts receivable represent amounts billed and currently due from customers which are reported at their net estimated realizable value. The Company maintains an allowance against its accounts receivable for credit losses. Contract assets consist of unbilled revenue which arises when revenue is recognized in advance of billing primarily for certain application-specific customer solutions contracts. 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 changes in the allowance for credit losses (in thousands):
Amount
Balance as of December 31, 2022 $ 730
Increases to the allowance for credit losses 500
Write-offs, net of recoveries ( 645 )
Foreign exchange rate changes ( 2 )
Balance as of December 31, 2023 583
Increases to the allowance for credit losses 459
Write-offs, net of recoveries ( 222 )
Foreign exchange rate changes 7
Balance as of December 31, 2024 $ 827
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The following table summarizes the deferred revenue and customer deposits activity (in thousands):
Amount
Balance as of December 31, 2022 $ 40,787
Deferral of revenue billed in the current period, net of recognition 21,538
Recognition of revenue deferred in prior period ( 20,987 )
Returned customer deposit ( 9,205 )
Foreign exchange rate changes ( 608 )
Balance as of December 31, 2023 31,525
Deferral of revenue billed in the current period, net of recognition 21,998
Recognition of revenue deferred in prior period ( 28,108 )
Foreign exchange rate changes ( 380 )
Balance as of December 31, 2024 $ 25,035
As a practical expedient, the Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations for contracts that have an original expected duration of less than one year. The remaining unsatisfied performance obligations for contracts that have an original expected duration of more than one year, primarily related to extended hardware warranties, are not material.
NOTE 15: Shareholders’ Equity
Preferred Stock
The Company has 400,000 shares of authorized but unissued $ .01 par value preferred stock.
Common Stock
The Company has 300,000,000 shares of authorized $ .002 par value common stock.
Each outstanding share of common stock entitles the record holder to one vote on all matters submitted to a vote of the Company’s shareholders. Common shareholders are also entitled to dividends when and if declared by the Company’s Board of Directors.
Stock Repurchases
In March 2020, the Company's Board of Directors authorized the repurchase of $ 200,000,000 of the Company's common stock. Under this March 2020 program, in addition to repurchases made in prior years, the Company repurchased 1,677,000 shares at a cost of $ 117,000,000 in 2022, which completed purchases under the March 2020 program.
In March 2022, the Company's Board of Directors authorized the repurchase of an additional $ 500,000,000 of the Company's common stock. Under this March 2022 program, the Company repurchased 1,682,000 shares at a cost of $ 87,314,000 in 2022, 1,723,000 shares at a cost of $ 79,794,000 in 2023, and 1,711,000 shares at a cost of $ 67,085,000 in 2024, leaving a remaining balance of $ 265,807,000 as of December 31, 2024. The 2023 repurchase included $ 446,000 of buyback Excise Tax in accordance with the Inflation Reduction Act of 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.
Dividends
The Company’s Board of Directors declared and paid cash dividends of $ 0.065 per share in the first, second, and third quarters of 2022, $ 0.070 per share in the fourth quarter of 2022 and in the first, second, and third quarters of 2023, and $ 0.075 per share in the fourth quarter of 2023 and in the first, second, and third quarters of 2024. The dividend was increased to $ 0.080 per share in the fourth quarter of 2024.
Future dividends will be declared at the discretion of the Company's Board of Directors and will depend on such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.
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NOTE 16: Stock-Based Compensation
Stock Plans
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"). In May 2023, the shareholders of the Company approved the Cognex Corporation 2023 Stock Option and Incentive Plan (the “2023 Plan”). The 2023 Plan permits awards of stock options (both incentive and non-qualified options), stock appreciation rights, RSUs, and PRSUs. Up to 8,100,000 shares of common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the 2023 Plan. In connection with the approval of the 2023 Plan, no further awards will be made under the Cognex Corporation 2001 General Stock Option Plan, as amended and restated (the “2001 Plan”), and the Cognex Corporation 2007 Stock Option and Incentive Plan, as amended and restated (the “2007 Plan”). With the approval of the 2023 Plan, the 10,610,800 shares of common stock subject to awards granted under the 2001 Plan and the 2007 Plan that were outstanding as of May 3, 2023 may become eligible for issuance under the 2023 Plan if such awards are forfeited, cancelled, or otherwise terminated (other than by exercise) (the “Carryover Shares”). As of December 31, 2024, forfeitures, cancellations, and other terminations from the 2001 Plan and the 2007 Plan have resulted in 1,142,995 Carryover Shares, raising the authorized total shares that may be issued under the 2023 Plan to 9,242,995 .
As of December 31, 2024, the Company had 6,458,000 shares available for issuance 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 on continuous employment and expire ten years from the grant date. RSUs generally vest upon three or four years of continuous employment or incrementally over such three or four year periods. 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. Participants are not entitled to dividends on stock options, RSUs, or PRSUs.
Stock Options
The following table summarizes the Company’s stock option activity:
Shares
(in thousands) Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term
(in years) Aggregate
Intrinsic Value
(in thousands)
Outstanding as of December 31, 2023
9,008 $ 50.87
Granted 1,641 39.72
Exercised ( 242 ) 24.83
Forfeited or expired ( 864 ) 53.18
Outstanding as of December 31, 2024
9,543 $ 49.40 5.62 $ 6,898
Exercisable as of December 31, 2024
5,659 $ 49.75 3.90 $ 6,814
Options vested or expected to vest as of
December 31, 2024 (1)
9,019 $ 49.62 5.45 $ 6,875
(1) In addition to the vested options, the Company expects a portion of the unvested options to vest at some point in the future. Options expected to vest are calculated by applying an estimated forfeiture rate to the unvested options.
The total cash received as a result of stock option exercises was $ 6,011,000 in 2024, $ 11,104,000 in 2023, and $ 12,267,000 in 2022. In connection with these exercises, the tax benefit (expense) realized by the Company was $( 4,021,000 ) in 2024, $( 4,691,000 ) in 2023, and $ 2,548,000 in 2022.
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The fair values of stock options granted in each period presented were estimated using the following weighted-average assumptions:
Year Ended December 31,
2024 2023 2022
Risk-free rate 4.3 % 4.0 % 2.2 %
Expected dividend yield 0.76 % 0.61 % 0.44 %
Expected volatility 39 % 39 % 37 %
Expected term (in years) 4.7 5.0 5.5
Risk-free rate
The risk-free rate was based on a treasury instrument whose term was consistent with the contractual term of the option.
Expected dividend yield
The current dividend yield was calculated by annualizing the cash dividend declared by the Company’s Board of Directors and dividing that result by the closing stock price on the grant date.
Expected volatility
The expected volatility was based on a combination of historical volatility of the Company’s common stock over the contractual term of the option and implied volatility for traded options of the Company’s stock.
Expected term
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 value of stock options granted was $ 14.89 in 2024, $ 17.76 in 2023, and $ 21.39 in 2022.
The total intrinsic value of stock options exercised was $ 4,626,000 in 2024, $ 6,227,000 in 2023, and $ 8,424,000 in 2022. The total fair value of stock options vested was $ 29,309,000 in 2024, $ 34,751,000 in 2023, and $ 41,497,000 in 2022.
Restricted Stock Units (RSUs)
The following table summarizes the Company's RSUs activity:
Shares
(in thousands) Weighted-Average
Grant Date Fair Value
Nonvested as of December 31, 2023
1,429 $ 54.22
Granted 844 38.90
Vested ( 429 ) 64.07
Forfeited or expired ( 154 ) 46.61
Nonvested as of December 31, 2024
1,690 $ 44.75
The fair value of RSUs was 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 value of RSUs granted was $ 38.90 in 2024, $ 46.14 in 2023, and $ 58.06 in 2022. There were 429,000 , 521,000 , and 192,000 RSUs that vested in 2024, 2023, and 2022, respectively.
Tax obligations for vested RSUs are settled by withholding a portion of the shares prior to distribution to the shareholder. The total cash used by the Company to fund the tax payments was $ 5,017,000 in 2024, $ 7,836,000 in 2023, and $ 2,406,000 in 2022. In connection with these vested RSUs, the tax benefit (expense) realized by the Company was $( 7,401,000 ) in 2024, $( 3,229,000 ) in 2023, and $( 1,049,000 ) in 2022.
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Performance Restricted Stock Units (PRSUs)
The following table summarizes the Company's PRSUs activity:
Shares
(in thousands) Weighted-Average
Grant Date Fair Value
Nonvested as of December 31, 2023
79 $ 52.23
Granted 55 39.05
Vested — —
Forfeited or expired — —
Nonvested as of December 31, 2024
134 $ 46.82
The fair value of PRSUs was calculated using a Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant. The weighted average grant-date fair value of PRSUs granted was $ 39.05 in 2024, $ 44.86 in 2023, and $ 62.49 in 2022. No PRSUs vested in 2024, 2023, and 2022.
Stock-Based Compensation Expense
The Company stratifies its employee population into three groups: one consisting of the CEO, another consisting of senior management, and another consisting of all other employees. The Company currently applies an estimated annual forfeiture rate of 0 % to all stock-based awards for the CEO, 8 % to all stock-based awards for senior management, and 13 % for all other employees. Each year during the first quarter, the Company revises its forfeiture rate based on updated estimates of employee turnover. This resulted in a decrease to compensation expense of $ 1,832,000 in 2024, a decrease to compensation expense of $ 234,000 in 2023, and an increase to compensation expense of $ 1,536,000 in 2022.
As of December 31, 2024, total unrecognized compensation expense, net of estimated forfeitures, related to non-vested stock-based awards, including stock options, RSUs, and PRSUs, was $ 51,147,000 , which is expected to be recognized over a weighted-average period of 1.5 years.
The total stock-based compensation expense and the related income tax benefit recognized was $ 52,443,000 and $ 8,387,000 , respectively, in 2024, $ 54,768,000 and $ 8,442,000 , respectively, in 2023, and $ 54,505,000 and $ 9,540,000 , respectively, in 2022. No compensation expense was capitalized in 2024, 2023, or 2022.
The following table presents the stock-based compensation expense by caption for each period presented on the Consolidated Statements of Operations (in thousands):
Year Ended December 31,
2024 2023 2022
Cost of revenue $ 1,966 $ 1,979 $ 2,016
Research, development, and engineering 14,628 16,480 17,693
Selling, general, and administrative 35,849 36,309 34,796
$ 52,443 $ 54,768 $ 54,505
NOTE 17: Employee Savings Plan
Under the Company's Employee Savings Plan, a defined contribution plan, all U.S. employees who have attained age 21 may contribute up to 100 % of their pay on a pre-tax basis under the Company's Employee Savings Plan, subject to the annual dollar limitations established by the Internal Revenue Service ("IRS"). The Company matches 50 % of the first 6 % of pay an employee contributes. Company contributions vest 25 %, 50 %, 75 %, and 100 % after one, two, three, and four years of continuous employment with the Company, respectively. Company contributions totaled $ 3,535,000 in 2024, $ 3,392,000 in 2023, and $ 3,284,000 in 2022. Cognex stock is not an investment alternative and Company contributions are not made in the form of Cognex stock.
NOTE 18: Income Taxes
Domestic income before taxes was $ 35,253,000 in 2024, $ 16,039,000 in 2023, and $ 48,546,000 in 2022. Foreign income before taxes was $ 96,236,000 in 2024, $ 119,309,000 in 2023, and $ 202,149,000 in 2022.
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Income tax expense consisted of the following (in thousands):
Year Ended December 31,
2024 2023 2022
Current:
Federal $ 28,009 $ 29,084 $ 48,355
State 4,524 3,544 5,689
Foreign 12,795 9,207 10,243
45,328 41,835 64,287
Deferred:
Federal ( 22,273 ) ( 24,731 ) ( 40,772 )
State ( 1,324 ) ( 5,877 ) ( 8,354 )
Foreign 3,587 10,887 20,009
( 20,010 ) ( 19,721 ) ( 29,117 )
$ 25,318 $ 22,114 $ 35,170
A reconciliation of the U.S. federal statutory corporate tax rate to the Company’s income tax expense, or effective tax rate, was as follows:
Year Ended December 31,
2024 2023 2022
Income tax expense at U.S. federal statutory corporate tax rate 21 % 21 % 21 %
State income taxes, net of federal benefit 2 1 2
Foreign tax rate differential ( 4 ) ( 6 ) ( 7 )
Tax credits ( 3 ) ( 3 ) ( 1 )
Taxation on multinational operations ( 5 ) ( 3 ) —
Tax reserves 1 3 1
Limitation on deduction for executive compensation 1 2 1
Discrete tax expense related to employee stock-based compensation 2 1 —
Discrete tax benefit for audit settlements 1 — ( 1 )
Discrete tax expense for foreign earnings not indefinitely reinvested 1 — —
Discrete tax expense related to tax return filings — 2 2
Discrete tax expense related to rate revaluation on state tax assets — 2 ( 2 )
Discrete tax benefit related to GILTI adjustments
— ( 2 ) ( 3 )
Discrete tax benefit for release of valuation allowance — ( 4 ) ( 1 )
Other 2 2 2
Income tax expense 19 % 16 % 14 %
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Tax Reserves
The changes in gross amounts of unrecognized tax benefits, excluding interest and penalties, were as follows (in thousands):
Balance of reserve for income taxes as of December 31, 2021
$ 13,812
Reductions as a result of tax positions taken in prior periods ( 119 )
Additions as a result of tax positions taken in prior periods 2,850
Additions as a result of tax positions taken in the current period 505
Reductions relating to settlements with taxing authorities ( 2,329 )
Reductions as a result of the expiration of the applicable statutes of limitations ( 1,072 )
Balance of reserve for income taxes as of December 31, 2022
13,647
Reductions as a result of tax positions taken in prior periods ( 242 )
Additions as a result of tax positions taken in prior periods 12,556
Additions as a result of tax positions taken in the current period 1,877
Reductions relating to settlements with taxing authorities ( 1,230 )
Reductions as a result of the expiration of the applicable statutes of limitations ( 894 )
Balance of reserve for income taxes as of December 31, 2023
25,714
Reductions as a result of tax positions taken in prior periods ( 39 )
Additions as a result of tax positions taken in prior periods 208
Additions as a result of tax positions taken in the current period 1,935
Reductions relating to settlements with taxing authorities ( 2,751 )
Reductions as a result of the expiration of the applicable statutes of limitations ( 1,331 )
Balance of reserve for income taxes as of December 31, 2024
$ 23,736
The Company’s reserve for income taxes, including gross interest and penalties, was $ 28,733,000 as of December 31, 2024, of which $ 26,365,000 was classified as a non-current liability and $ 2,368,000 was classified as an offset to deferred tax assets. The Company's reserve for income taxes, including gross interest and penalties, was $ 29,053,000 as of December 31, 2023, of which $ 26,685,000 was classified as a non-current liability and $ 2,368,000 was classified as an offset to deferred tax assets. The amount of gross interest and penalties included in these balances was $ 4,997,000 and $ 3,339,000 as of December 31, 2024 and 2023, respectively. 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. As a result of the expiration of certain statutes of limitations, there is a potential that a portion of these reserves could be released, which would decrease income tax expense by approximately $ 2,000,000 to $ 4,000,000 over the next twelve months.
The Company has defined its major tax jurisdictions as the United States, Ireland, China, Japan, and Korea and within the United States, Massachusetts. The statutory tax rate is 12.5 % in Ireland, 25 % in China, 34.6 % in Japan, and 21 % in Korea, compared to the U.S. federal statutory corporate tax rate of 21 %. These differences resulted in a favorable impact to the effective tax rate of 4 percentage points for 2024, 6 percentage points for 2023, and 7 percentage points for 2022. Management has determined that earnings from its legal entities in China will be indefinitely reinvested to provide local funding for growth, and that earnings from all other jurisdictions will not be indefinitely reinvested. In 2024, the Company recorded a non-current deferred tax liability of $ 1,400,000 with respect to earnings that are not indefinitely reinvested. In 2023, the Company qualified for a tax holiday in China, which is renewed every three years. The tax effect of this benefit on basic and diluted earnings per share for 2024 was not material.
Within the United States, the tax years 2020 through 2023 remain open to examination by the Internal Revenue Service ("IRS") and various state taxing authorities. The tax years 2013 through 2023 remain open to examination by various taxing authorities in foreign jurisdictions in which the Company operates. Management believes the Company is adequately reserved for these audits. The final determination of tax audits could result in favorable or unfavorable changes in our estimates. Any reserves associated with this audit period will not be released until the issue is settled or the audit is concluded.
Interest and penalties included in income tax expense were $ 2,145,000 in 2024, $ 1,032,000 in 2023, and $ 229,000 in 2022.
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Cash paid for income taxes totaled $ 59,849,000 in 2024, $ 56,618,000 in 2023, and $ 57,016,000 in 2022.
Deferred Tax Assets and Liabilities
The tax effects of temporary differences and attributes that give rise to deferred income tax assets and liabilities as of December 31, 2024 and December 31, 2023 were as follows (in thousands):
December 31,
2024 2023
Deferred tax assets:
Intangible asset in connection with change in tax structure $ 369,474 $ 375,360
Capitalization of R&D expenses 35,948 28,521
Stock-based compensation expense 22,428 20,916
Tax credit carryforwards 10,186 7,848
Inventory and revenue related 8,355 10,897
Bonuses, commissions, and other compensation 6,949 6,243
Depreciation 2,877 1,840
Foreign net operating losses 1,306 339
Other 4,624 5,514
Total deferred tax assets 462,147 457,478
Valuation allowance ( 2,515 ) ( 943 )
$ 459,632 $ 456,535
Deferred tax liabilities:
GILTI tax basis differences in connection with change in tax structure $ ( 254,213 ) $ ( 274,327 )
Amortization ( 29,008 ) ( 28,685 )
Reserve for unremitted foreign earnings ( 1,400 ) —
$ ( 284,621 ) $ ( 303,012 )
Net deferred taxes $ 175,011 $ 153,523
Change in Tax Structure and Global Intangible Low-Taxed Income Tax
In 2019, the Company made changes to its international tax structure due to legislation by the European Union regarding low tax structures that resulted in an intercompany sale of intellectual property. As a result, the Company recorded an associated deferred tax asset of $ 437,500,000 in Ireland based on the fair value of the intellectual property that is being realized over fifteen years as future tax deductions. From a United States perspective, the sale was disregarded, and any future deductions claimed in Ireland are added back to taxable income as part of Global Intangible Low-Taxed Income ("GILTI") minimum tax. The Company recorded an associated deferred tax liability of $ 350,000,000 , representing the GILTI minimum tax related to the fair value of the intellectual property.
Other Deferred Tax Assets and Liabilities
Beginning in 2022, the Tax Cuts and Jobs Act eliminates the option to deduct research and development expenditures in the period incurred and requires taxpayers to capitalize and amortize such expenditures over five or fifteen years, as applicable, pursuant to Section 174 of the Internal Revenue Code. Accordingly, the Company recorded deferred tax assets resulting from the capitalization of research and development expenditures.
As of December 31, 2024, the Company had foreign net operating loss carryforwards of $ 1,306,000 , state tax credit carryforwards of $ 7,619,000 that will begin to expire for the 2031 tax return, and foreign tax credit carryforwards of $ 2,567,000 . As of December 31, 2023, the Company had foreign net operating loss carryforwards of $ 1,720,000 , state tax credit carryforwards of $ 8,740,000 , and foreign tax credit carryforwards of $ 943,000 .
As of December 31, 2024, the Company had a valuation allowance for foreign net operation loss carryforwards of $ 599,000 and a valuation allowance for foreign tax credits of $ 1,916,000 that were not considered to be realized. As of December 31, 2023, the Company had a valuation allowance for foreign tax credits of $ 943,000 that was not considered to be realized. Should these credits be utilized in a future period, the reserve associated with these
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credits would be reversed in the period when it is determined that the credits can be utilized to offset future income tax liabilities.
While the deferred tax assets, net of valuation allowance, are not assured of realization, management has evaluated the realizability of these deferred tax as sets and has determined that it is more likely than not that these assets will be realized. In reaching this conclusion, we have evaluated certain relevant criteria including the Company’s historical profitability, current projections of future profitability, and the lives of tax credits, net operating losses, and other carryforwards. Should the Company fail to generate sufficient pre-tax profits in future periods, we may be required to establish valuation allowances against these deferred tax assets, resulting in a charge to current operations in the period of determination.
NOTE 19: Weighted Average Shares
Weighted-average shares were calculated as follows (in thousands):
Year Ended December 31,
2024 2023 2022
Basic weighted-average common shares outstanding 171,438 172,249 173,407
Effect of dilutive stock awards 1,173 1,150 1,462
Diluted weighted-average common and common-equivalent shares outstanding 172,611 173,399 174,869
Stock options to purchase 8,496,599 , 6,854,092 , and 4,715,104 shares of common stock, on a weighted-average basis, were outstanding in 2024, 2023, and 2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive. Restricted stock units totaling 365 and 26,079 that will be settled in shares of common stock to the extent they vest, on a weighted-average basis, were outstanding in 2023 and 2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive. No restricted stock units were excluded in the calculation of dilutive net income per share in 2024. No PRSUs were excluded in the calculation of dilutive net income per share in 2024, 2023, and 2022 as PRSUs were not anti-dilutive on a weighted-average basis.
NOTE 20: Segment and Geographic Information
The Company operates in one segment, machine vision technology. The Company has a single, company-wide management team that administers operations as a whole rather than as discrete operating segments. The Company’s chief operating decision maker is the chief executive officer, who assesses performance and allocates resources at the corporate level, as compared to the geography, product line, or end market levels. The Company offers a variety of machine vision products that have similar economic characteristics and are distributed by the same sales channels to the same types of customers.
The following table summarizes information about geographic areas (in thousands):
United States Europe Greater China Other Total
Year Ended December 31, 2024
Revenue $ 306,766 $ 217,880 $ 164,147 $ 225,722 $ 914,515
Long-lived assets 56,948 15,655 14,844 16,025 $ 103,472
Year Ended December 31, 2023
Revenue $ 288,324 $ 220,665 $ 164,115 $ 164,443 $ 837,547
Long-lived assets 62,946 17,005 17,028 15,958 $ 112,937
Year Ended December 31, 2022
Revenue $ 343,835 $ 234,643 $ 227,447 $ 200,165 $ 1,006,090
Long-lived assets 66,928 14,725 1,334 3,370 $ 86,357
Revenue is presented geographically based on the customer’s country of domicile.
Revenue from a single customer accounted for 10 % and 11 % of total revenue in 2024 and 2022, respectively. Revenue from this customer was not greater than 10% of total revenue in 2023. Accounts receivable from this customer was 10 % of total accounts receivable as of December 31, 2024 and was not greater than 10% of total accounts receivable as of December 31, 2023.
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Revenue from a second customer accounted for 11 % of total revenue in 2022. Revenue from this customer was not greater than 10% of total revenue in 2024 or 2023. Accounts receivable from this customer was not greater than 10% of total accounts receivable as of December 31, 2024 or December 31, 2023.
The measure of segment profit or loss for the Company's single segment is net income. Segment expenses were disaggregated based on the information the chief operating decision maker uses to assess performance and allocate resources considering both quantitative and qualitative factors. The following table summarizes significant segment expenses, which represents the difference between segment revenue and segment net income, (in thousands):
Year Ended December 31,
2024 2023 2022
Revenue $ 914,515 $ 837,547 $ 1,006,090
Less:
Cost of revenue (1) 288,721 236,306 284,185
Gross profit 625,794 601,241 721,905
Less:
Research, development, and engineering expenses
Salaries and fringe benefits 79,544 78,762 76,448
Incentive compensation (2) 4,711 1,446 3,447
Stock-based compensation 14,628 16,480 17,693
Depreciation and amortization 3,229 3,056 2,649
Other segment expenses (3) 37,703 39,656 40,896
Total research, development, and engineering expenses 139,815 139,400 141,133
Selling, general, and administrative expenses
Salaries and fringe benefits 179,898 166,612 150,696
Incentive compensation (2) 45,565 35,513 40,716
Stock-based compensation 35,849 36,309 34,796
Depreciation and amortization 16,936 11,759 10,702
Other segment expenses (3) 92,666 88,946 75,197
Total selling, general, and administrative expenses 370,914 339,139 312,107
Loss (recovery) from fire — ( 8,000 ) 20,779
Restructuring charges — — 1,657
Operating income 115,065 130,702 246,229
Foreign currency gain (loss) 1,531 ( 10,039 ) ( 1,837 )
Investment income 13,971 14,093 6,715
Other income (expense) 922 592 ( 412 )
Income before income tax expense 131,489 135,348 250,695
Income tax expense 25,318 22,114 35,170
Net income $ 106,171 $ 113,234 $ 215,525
(1) Cost of revenue includes depreciation and amortization expense (including amortization of acquired technologies) of $ 12,524,000 , $ 7,065,000 , and $ 6,270,000 for 2024, 2023, and 2022, respectively.
(2) Incentive compensation includes company bonus and sales commissions.
(3) Other segment expenses include outside services, prototyping materials, sales demonstration equipment, travel and entertainment, marketing programs, and rent, among other less significant expenses.
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NOTE 21: Business Combinations
Moritex Corporation
On October 18, 2023, the Company acquired all the outstanding shares of Moritex Corporation ("Moritex"), a global provider of premium optical components based in Japan, for an enterprise value of ¥ 40 billion Japanese Yen, or approximately $ 270 million U.S. Dollars based on the closing date foreign exchange rate.
The cash-free, debt-free enterprise value was adjusted by cash acquired, debt assumed, and final working capital balances to arrive at total consideration to be allocated to assets acquired and liabilities assumed of ¥ 44,376,245,000 ($ 296,138,000 based on the closing date foreign exchange rate), of which ¥ 44,227,414,000 ($ 295,144,000 ) was paid in cash on the closing date and ¥ 148,831,000 ($ 994,000 ) was paid during the first quarter of 2024 as a purchase price adjustment based on the closing balance sheet. The Company acquired cash balances totaling $ 38,088,000 as part of this transaction, to arrive at a net cash outflow of $ 257,056,000 on the closing date. There was no contingent consideration as part of this transaction.
In the fourth quarter of 2024, the Company recorded measurement-period adjustments that increased goodwill by $ 6,478,000 and are reflected in the final purchase price allocation below. The adjustments consisted primarily of changes to deferred income tax liabilities based on the final push-down accounting for intangible assets to legal-entity jurisdictions, a reduction in customer relationships based on a methodology refinement, and changes to provisional assets and liabilities based on new information obtained within the one-year measurement period that refined initial estimates.
The portfolio of Moritex optical components allows us to expand our served market to include high-end lenses and lighting and provide our customers with a more complete product offering by replacing third-party components with Cognex-manufactured optical components. Moritex also provides the Company with a more substantial presence in Japan, which is an important machine vision market where we believe we can increase our share through a stronger local presence.
This transaction was accounted for as a business combination. Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date, which were valued using level 3 inputs for intangible assets, inventories, and property, plant and equipment. Pro-forma information, as well as revenue and earnings from the date of the acquisition, are not presented because they are not material to the Company’s consolidated financial statements. Transaction costs were approximately $ 5,800,000 and were expensed as incurred as part of SG&A expenses on the Consolidated Statement of Operations.
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The purchase price was allocated as follows (in thousands):
Cash and cash equivalents $ 38,088
Accounts receivable 11,543
Inventories 21,882
Property, plant and equipment 19,805
Goodwill 151,525
Customer relationships 64,800
Completed technologies 32,300
Trademarks 850
Deferred income tax assets 4,162
Other assets 3,363
Accounts payable ( 6,639 )
Accrued expenses ( 14,718 )
Deferred income tax liabilities ( 22,665 )
Reserve for income taxes ( 5,864 )
Other liabilities ( 2,294 )
Purchase price $ 296,138
The customer relationships, completed technologies, and trademarks are included in "Intangible assets" on the Consolidated Balance Sheet. The customer relationships are being amortized to SG&A expenses over fifteen years, the completed technologies are being amortized to cost of revenue over nine years, and the trademarks are being amortized to SG&A expenses over three years. None of the acquired goodwill is deductible for tax purposes.
NOTE 22: Loss (Recovery) from Fire
On June 7, 2022, the Company’s primary contract manufacturer experienced a fire at its plant in Indonesia, destroying a significant amount of Cognex inventories.
In 2022, the Company recorded a net loss related to the fire of $ 20,779,000 , consisting primarily of losses of inventories and other assets of $ 48,339,000 , partially offset by insurance proceeds received from the Company's insurance carrier of $ 27,560,000 . In 2023, the Company recorded recoveries related to the fire of $ 8,000,000 , consisting of $ 2,500,000 for proceeds received from the Company's insurance carrier in relation to a business interruption claim and $ 5,500,000 for proceeds received as part of a financial settlement for lost inventory and other losses incurred as a result of the fire.
NOTE 23: Subsequent Events
On February 12, 2025, the Company's Board of Directors declared a cash dividend of $ 0.080 per share. The dividend is payable March 13, 2025 to all shareholders of record as of the close of business on February 27, 2025.
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Additions
Description Balance at
Beginning
of Period Charged to
Costs and
Expenses Charged
to Other
Accounts Deductions Other Balance at
End of
Period
(In thousands)
Allowance for Credit Losses on Accounts Receivable:
2024 $ 583 $ 459 $ — $ ( 222 ) (1) $ 7 (2) $ 827
2023 $ 730 $ 500 $ — $ ( 645 ) (1) $ ( 2 ) (2) $ 583
2022 $ 776 $ 191 $ — $ ( 237 ) (1) $ — (2) $ 730
Reserve for Sales Returns:
2024 $ 2,018 $ 500 $ — $ — (1) $ — (2) $ 2,518
2023 $ 1,518 $ 500 $ — $ — (1) $ — (2) $ 2,018
2022 $ 1,518 $ — $ — $ — (1) $ — (2) $ 1,518
Deferred Tax Valuation Allowance:
2024 $ 943 $ 1,572 $ — $ — $ — $ 2,515
2023 $ 7,661 $ — $ — $ ( 6,718 ) $ — $ 943
2022 $ 8,188 $ 2,234 $ 3,889 $ ( 6,650 ) $ — $ 7,661
(1) Specific write-offs
(2) Foreign currency exchange rate changes
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ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with accountants on accounting or financial disclosure during 2024 or 2023.