8-K

COGNEX CORP (CGNX)

8-K 2021-11-04 For: 2021-11-03
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Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 3, 2021

Cognex Corporation
(Exact name of registrant as specified in charter)
Massachusetts 001-34218 04-2713778
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(State or other jurisdiction<br><br> <br>of incorporation) (Commission<br><br> <br>File Number) (IRS Employer<br><br> <br>Identification No.)
One Vision Drive, Natick, Massachusetts 01760-2059
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (508) 650-3000

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

              registrant under any of the following provisions \(see General Instruction A.2. below\):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $.002 per share CGNX The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company       ☐

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


Item 2.02          Results of Operations and Financial Condition

On November 4, 2021, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended October 3, 2021. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.02          Departure  of  Directors  or  Certain  Officers;  Election  of  Directors;  Appointment  of  Certain Officers; Compensatory

            Arrangements of Certain Officers.

On November 3, 2021, the Board of Directors (the “Board”) of Cognex Corporation (the “Company”) authorized an increase to the number of directors on the Board from six to seven and appointed Marjorie T. Sennett as a director of the Company, both actions effective immediately. The Board appointed Ms. Sennett to the class of directors whose term ends in 2024 to serve in accordance with the bylaws of the Company and until her successor is duly elected and qualified. Ms. Sennett shall serve on the Audit Committee of the Board of Directors. A copy of the press release announcing Ms. Sennett’s appointment is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Ms. Sennett, 61, currently serves as a member of the Board of Directors and Chair of the Audit Committee of The diaTribe Foundation, a private entity focused on improving the outcomes of people with diabetes. From 2014 to 2018, she was a director and member of the Audit Committee at QuinStreet, Inc. (Nasdaq: QNST), a performance marketing technology company. Named one of “20 Women in Finance You Should Add to Your Company’s Board” by Business Insider, Ms. Sennett previously served as a managing director of Farallon Capital Management, LLC. Before that, she was Chief Financial Officer at eGroups, Inc., where she co-led the sale of the company to then publicly held Yahoo! Inc., and at Amylin Pharmaceuticals, Inc., where she led the company’s initial public offering and multiple follow-on public offerings. Ms. Sennett holds a B.A. from Vanderbilt University, and an M.B.A. from Stanford University.

Ms. Sennett’s qualifications for sitting on the Board of Directors include her public board experience, extensive knowledge of corporate finance and financial reporting, financial leadership for fast-growing companies in the biotechnology and technology sectors, and experience as an institutional investor.

For her service on the Board, Ms. Sennett will receive an annual stipend of $50,000, and for her service on the Audit Committee, Ms. Sennett will receive an additional annual stipend of $10,000.  Further, subject to Board approval, Ms. Sennett will receive annual equity awards under the Company’s 2007 Stock Option and Incentive Plan (the “2007 Plan”) consistent with the Company’s other non-employee Board members. Ms. Sennett will receive an initial equity award under the 2007 Plan of restricted stock units (“RSUs”) having an economic value of approximately $44,500 on the date of grant. These RSUs will vest over three years: 20% on the first anniversary of the grant date; 30% on the second anniversary; and 50% on the third anniversary. Ms. Sennett will enter into the Company’s standard indemnification agreement, which has been previously entered into with each of the Company’s directors and the form of which has been filed by the Company with the SEC

There is no arrangement or understanding between Ms. Sennett and any other person pursuant to which she was selected as a director, nor is the Company aware, after inquiry of Ms. Sennett, of any related-person transaction or series of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01          Other Events

On November 4, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.065 per share. The dividend is payable on December 3, 2021, to all shareholders of record at the close of business on November 19, 2021.

Item 9.01          Financial Statements and Exhibits

(d)       Exhibits

Exhibit No.       Description

99.1                   News release, dated November 4, 2021, by Cognex Corporation (furnished herewith)

104                    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COGNEX CORPORATION
Dated: November 4, 2021 By:/s/ Paul Todgham
Paul Todgham
Senior Vice President and Chief Financial Officer

Exhibit 99.1

Cognex Reports Record Quarterly Revenue

NATICK, Mass.--(BUSINESS WIRE)--November 4, 2021--Cognex Corporation (NASDAQ: CGNX) today reported financial results for the third quarter of 2021 which included record quarterly revenue. Table 1 below shows selected financial data for Q3-21 compared with Q3-20 and Q2-21, and for the nine months of 2021 compared with the same period in 2020.

Table 1 (Dollars in thousands, except per share amounts)
Revenue Net Income Net Income<br><br> <br>per Diluted<br><br> <br>Share Non-GAAP<br><br> <br>Net Income<br><br> <br>per Diluted Share*
Quarterly Comparisons
Current quarter: Q3-21 $284,848 $78,900 $0.44 $0.40
Prior year’s quarter: Q3-20 $251,073 $87,506 $0.49 $0.47
Change: Q3-20 to Q3-21 13% (10)% (10)% (15)%
Prior quarter: Q2-21 $269,158 $77,598 $0.43 $0.43
Change: Q2-21 to Q3-21 6% 2% 2% (7)%
Year-to-Date Comparisons
Nine months ended Oct. 3, 2021 $793,033 $226,346 $1.26 $1.20
Nine months ended Sept. 27, 2020 $587,405 $106,841 $0.61 $0.77
Change from first nine months of 2020 to first nine months of 2021 35% 112% 107% 56%

*Non-GAAP net income per diluted share excludes restructuring and other charges that occurred predominantly in Q2-20, and discrete tax adjustments. A reconciliation from GAAP to Non-GAAP is shown in Exhibit 2 of this news release.

“We are pleased to report the highest quarterly revenue in our company’s 40-year history, surpassing the prior record set last quarter,” said Robert J. Willett, Chief Executive Officer of Cognex. “We were also highly profitable and reported an operating margin of 31%, which is above our 30% long-term target. And we were able to accomplish these achievements while operating in a very challenging supply environment.”

Mr. Willett continued, “In regard to supply, we believe we have been managing global chip shortages relatively well so far. However, the constraints are beginning to hold back revenue growth and drive cost increases more noticeably. Demand from customers is high and meeting their needs remains our top priority as we work through this situation.”


Details of the Quarter

Statement of Operations Highlights – Third Quarter of 2021

  • Cognex reported record revenue of $285 million for the third quarter, which represents an increase of 13% from Q3-20 and 6% from Q2-21. As expected, growth in logistics, automotive, and other markets on a year-on-year basis was substantially offset by lower revenue from customers in consumer electronics (Q3-20 included a heavy concentration of electronics revenue that drove substantial growth for the company overall in 2020). The increase in revenue on a sequential basis is due to higher sales to customers in logistics and the timing of revenue from consumer electronics.

  • Gross margin was 70% for Q3-21, 76% for Q3-20, and 75% for Q2-21. The decrease in gross margin, both year-on-year and sequentially, was due to unfavorable revenue mix in Q3-21. In addition, supply chain costs were higher due to global component shortages.

  • Research, Development, & Engineering (RD&E) expenses increased by 14% from Q3-20 and 10% from Q2-21. The increase in RD&E spending, both year-on-year and sequentially, was due to the company’s investment in engineering resources.

  • Selling, General & Administrative (SG&A) expenses increased by 20% from Q3-20 and remained flat with Q2-21. SG&A spending increased over Q3-20 due to higher personnel-related costs (including additional sales headcount), higher incentive compensation costs (including sales commissions and annual company bonus), and the impact of foreign currency exchange rate changes.

  • The effective tax rate was 11% in Q3-21, 14% in Q3-20, and 17% in Q2-21. The effective tax rate was 18% in all periods presented excluding the discrete tax adjustments summarized in Exhibit 2.

Balance Sheet Highlights – October 3, 2021

  • Cognex’s financial position as of October 3, 2021 **** continued to bestrong, with $985 million in cash and investments and no debt. In the first nine months of 2021, Cognex generated $259 million in cash from operations and $59 million in net proceeds from the exercise of stock options. In addition, the company spent $48 million to repurchase its common stock and paid $32 million in dividends to shareholders. Cognex intends to continue to repurchase shares of its common stock pursuant to its existing stock repurchase program, subject to market conditions and other relevant factors.

  • Inventories at October 3, 2021 increased by $20 million, or 33%, from the end of 2020. Cognex added component inventory to support customer orders and replenished some strategic inventory balances, the cost of which was noticeably higher than in prior periods.

Financial Outlook – Q4 2021

  • Cognex believes revenue in Q4-21 will be between $210 million and $230 million, which is roughly flat at the mid-point compared with a high-growth quarter reported in Q4-20. The company expects to experience a lingering headwind from last year’s high concentration of consumer electronics revenue in the second half of 2020, delayed product sales in Q4-21 because of supply-chain constraints, and low growth in logistics due to the timing of revenue.

  • Gross margin for Q4-21 is expected to be in the low-70% range and below the company’s mid-70% long-term target because of elevated costs, particularly for components and freight.

  • Operating expenses are expected to increase by mid-single digits from Q3-21 due to investments around the company’s growth plans, including additional resources, new product development, and sales and marketing activities.

  • The effective tax rate is expected to be 18%, excluding discrete tax items.


Non-GAAP Financial Measures

  • Exhibit 2 of this news release includes a reconciliation of certain financial measures from GAAP to non-GAAP. Cognex believes these non-GAAP financial measures are helpful because they allow investors to more accurately compare Cognex results over multiple periods using the same methodology that management employs in its budgeting process and in its review of Cognex’s operating results. Non-GAAP presentations exclude certain one-time discrete events, such as discrete tax adjustments (because these costs are outside of Cognex’s normal business operations and not used by management to assess Cognex’s operating results). Additionally, the company excludes restructuring charges, intangible asset impairment charges, and excess and obsolete inventory charges because these charges result from discrete activities, such as specific restructuring actions or acquisitions, that management frequently excludes in evaluating Cognex’s operating results. Cognex does not intend for non-GAAP financial measures to be considered in isolation, or as a substitute for financial information provided in accordance with GAAP.

  • We estimate the tax effect of items identified in the reconciliation by applying the effective tax rate to the pre-tax amount. However, if a specific tax rate or tax treatment is required because of the nature of the item and/or the tax jurisdiction where the item was recorded, we estimate the tax effect by applying the relevant specific tax rate or tax treatment, rather than the effective tax rate.

Analyst Conference Call and Simultaneous Webcast

  • Cognex will host a conference call today at 5:00 p.m. Eastern Daylight Time (EDT). The telephone number is (877) 704-4573 (or (201) 389-0911 if outside the United States). A replay will begin at 8:00 p.m. EDT today and will be available until 11:59 p.m. EDT on Sunday, November 7, 2021. The telephone number for the replay is (877) 660-6853 (or (201) 612-7415 if outside the United States). The access code for both the live call and the replay is 13722693.

  • A real-time audio broadcast of the conference call or an archived recording will be accessible on the Events & Presentations page of the Cognex Investor website: https://www.cognex.com/Investor.


About Cognex Corporation

Cognex Corporation designs, develops, manufactures, and markets a wide range of image-based products, all of which use artificial intelligence (AI) techniques that give them the human-like ability to make decisions on what they see. Cognex products include machine vision systems, machine vision sensors, and barcode readers that are used in factories and distribution centers around the world where they eliminate production and shipping errors.

Cognex is the world's leader in the machine vision industry, having shipped more than 3 million image-based products, representing over $8 billion in cumulative revenue, since the company's founding in 1981. Headquartered in Natick, Massachusetts, USA, Cognex has offices and distributors located throughout the Americas, Europe, and Asia. For details, visit Cognex online at www.cognex.com.


Certain statements made in this news release, which do not relate solely to historical matters, are forward-looking statements. These statements can be identified by use of the words “expects,” “anticipates,” “estimates,” “believes,” “projects,” “intends,” “plans,” “will,” “may,” “shall,” “could,” “should,” and similar words and other statements of a similar sense. These statements are based on our current estimates and expectations as to prospective events and circumstances, which may or may not be in our control and as to which there can be no firm assurances given. These forward-looking statements, which include statements regarding business and market trends, future financial performance, the expected impact of the COVID-19 pandemic on our assets, business and results of operations, customer demand and order rates and timing of related revenue, managing supply shortages, future product mix, restructuring and other cost-savings initiatives, research and development activities, sales and marketing activities, new product offerings, capital expenditures, investments, liquidity, dividends and stock repurchases, strategic and growth plans, and estimated tax benefits and expenses and other tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) the impact, duration, and severity of the COVID-19 pandemic; (2) potential disruptions to our business due to restructuring activities; (3) the loss of, or curtailment of purchases by, large customers in the consumer electronics and logistics industries; (4) the reliance on revenue from the automotive industry; (5) the reliance on key suppliers to manufacture and deliver critical components for our products; (6) disruptions in the supply chain, which could impact timely delivery of customer orders, cause customer orders to decrease, or increase costs to fulfill orders, including costs for components or freight; (7) the failure to effectively manage product transitions or accurately forecast customer demand; (8) the inability to design and manufacture high-quality products; (9) the inability to attract and retain skilled employees and maintain our unique corporate culture; (10) the failure to effectively manage our growth; (11) the inability to achieve growth in revenue and profits from the logistics industry; (12) the technological obsolescence of current products and the inability to develop new products; (13) the failure to properly manage the distribution of products and services; (14) the impact of competitive pressures; (15) the challenges in integrating and achieving expected results from acquired businesses; (16) potential disruptions in our business systems; (17) information security breaches and cyber-attacks; (18) the inability to protect our proprietary technology and intellectual property; (19) potential impairment charges with respect to our investments or acquired intangible assets; (20) exposure to additional tax liabilities; (21) fluctuations in foreign currency exchange rates and the use of derivative instruments; (22) our involvement in time-consuming and costly litigation; (23) unfavorable global economic conditions; and (24) economic, political, and other risks associated with international sales and operations; and the other risks detailed in Cognex reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2020 and Form 10-Q for the fiscal quarter ended October 3, 2021. You should not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Cognex disclaims any obligation to update forward-looking statements after the date of such statements.


Exhibit 1

COGNEX CORPORATION Statements of Operations (Unaudited) Dollars in thousands, except per share amounts
Three-months Ended Nine-months Ended
Oct. 3, 2021 Jul. 4, <br><br> 2021 Sept. 27, <br><br> 2020 Oct. 3, 2021 Sept. 27, <br><br> 2020
Revenue $ 284,848 $ 269,158 $ 251,073 $ 793,033 $ 587,405
Cost of revenue (1) 85,712 68,432 59,741 208,189 151,261
Gross margin 199,136 200,726 191,332 584,844 436,144
Percentage of revenue 70 % 75 % 76 % 74 % 74 %
Research, development, and engineering expenses (1) 34,476 31,302 30,240 99,883 96,583
Percentage of revenue 12 % 12 % 12 % 13 % 16 %
Selling, general, and administrative expenses (1) 77,113 76,843 64,206 226,380 193,497
Percentage of revenue 27 % 29 % 26 % 29 % 33 %
Restructuring charges 251 15,049
Intangible asset impairment charges 19,571
Operating income 87,547 92,581 96,635 258,581 111,444
Percentage of revenue 31 % 34 % 38 % 33 % 19 %
Foreign currency gain (loss) (586) (639) 2,357 (2,233) (310)
Investment and other income 1,623 1,596 2,317 4,605 10,857
Income before income tax expense 88,584 93,538 101,309 260,953 121,991
Income tax expense 9,684 15,940 13,803 34,607 15,150
Net income $ 78,900 $ 77,598 $ 87,506 $ 226,346 $ 106,841
Percentage of revenue 28 % 29 % 35 % 29 % 18 %
Net income per weighted-average common and common-equivalent share:
Basic $ 0.45 $ 0.44 $ 0.50 $ 1.28 $ 0.62
Diluted $ 0.44 $ 0.43 $ 0.49 $ 1.26 $ 0.61
Weighted-average common and common-equivalent shares outstanding:
Basic 176,812 176,626 173,943 176,572 172,881
Diluted 180,342 179,991 177,138 180,109 176,038
Cash dividends per common share $ 0.060 $ 0.060 $ 0.055 $ 0.180 $ 0.165
Cash and investments per common share $ 5.57 $ 5.39 $ 5.80 $ 5.57 $ 5.80
Book value per common share $ 8.44 $ 8.09 $ 8.62 $ 8.44 $ 8.62
(1) Amounts include stock-based compensation expense, as follows:
Cost of revenue $ 366 $ 351 $ 324 $ 965 $ 1,041
Research, development, and engineering 3,091 3,064 2,815 10,158 10,582
Selling, general, and administrative 7,157 7,315 6,129 22,230 20,453
Total stock-based compensation expense $ 10,614 $ 10,730 $ 9,268 $ 33,353 $ 32,076

Exhibit 2

COGNEX CORPORATION Reconciliation of Selected Items from GAAP to Non-GAAP (Unaudited) Dollars in thousands, except per share amounts
Three-months Ended Nine-months Ended
Oct. 3, 2021 Jul. 4, <br><br> 2021 Sept. 27, <br><br> 2020 Oct. 3, 2021 Sept. 27, <br><br> 2020
Discrete tax adjustments reconciliation
Income before income tax expense (GAAP) $ 88,584 $ 93,538 $ 101,309 $ 260,953 $ 121,991
Income tax expense (GAAP) $ 9,684 $ 15,940 $ 13,803 $ 34,607 $ 15,150
Effective tax rate (GAAP) 11 % 17 % 14 % 13 % 12 %
Discrete tax benefit related to stock-based compensation 3,250 1,431 4,354 9,888 10,447
Discrete tax benefit (expense) related to tax return filings and other 3,012 (535) (129) 2,477 (3,638)
Total discrete tax adjustments $ 6,262 $ 896 $ 4,225 $ 12,365 $ 6,809
Income tax expense (Non-GAAP) $ 15,946 $ 16,836 $ 18,028 $ 46,972 $ 21,959
Effective tax rate (Non-GAAP) 18 % 18 % 18 % 18 % 18 %
Restructuring and other charges and discrete tax adjustments reconciliation
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Net income (GAAP) $ 78,900 $ 77,598 $ 87,506 $ 226,346 $ 106,841
Excess and obsolete inventory charges 303 1,111 603 2,120 9,386
Restructuring charges 251 15,049
Intangible asset impairment charges 19,571
Tax effect on restructuring and other charges (55) (200) (154) (382) (7,921)
Discrete tax adjustments (6,262) (896) (4,225) (12,365) (6,809)
Net income (Non-GAAP) $ 72,886 $ 77,613 $ 83,981 $ 215,719 $ 136,117
Percentage of revenue (Non-GAAP) 26 % 29 % 33 % 27 % 23 %
Net income per diluted weighted-average common and common-equivalent share (GAAP) $ 0.44 $ 0.43 $ 0.49 $ 1.26 $ 0.61
Per share impact of non-GAAP adjustments identified above (0.04) (0.02) (0.06) 0.16
Net income per diluted weighted-average common and common-equivalent share (Non-GAAP) $ 0.40 $ 0.43 $ 0.47 $ 1.20 $ 0.77
Diluted weighted-average common and common-equivalent shares outstanding 180,342 179,991 177,138 180,109 176,038

Exhibit 3

COGNEX CORPORATION Balance Sheets (Unaudited) Dollars in thousands
October 3, 2021 December 31, 2020
Assets
Cash and investments $ 985,386 $ 767,438
Accounts receivable 129,784 125,696
Inventories 81,170 60,830
Property, plant, and equipment 76,882 79,173
Operating lease assets 24,154 22,582
Goodwill and intangible assets 254,581 259,633
Deferred tax assets 420,962 434,704
Other assets 75,884 50,646
Total assets $ 2,048,803 $ 1,800,702
Liabilities and Shareholders' Equity
Accounts payable and accrued expenses $ 107,134 $ 93,534
Deferred revenue and customer deposits 37,843 21,274
Operating lease liabilities 26,811 26,230
Income taxes 68,039 72,551
Deferred tax liabilities 302,019 314,952
Other liabilities 13,996 9,959
Shareholders' equity 1,492,961 1,262,202
Total liabilities and shareholders' equity $ 2,048,803 $ 1,800,702

Contacts

Susan Conway

        Investor Relations 

        +1 508-650-3353 

        Susan.conway@cognex.com