8-K

COGNEX CORP (CGNX)

8-K 2022-08-02 For: 2022-08-02
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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): August 2, 2022

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 August 2, 2022, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter ended July 3, 2022. 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 8.01 Other Events

On August 2, 2022, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.065 per share. The dividend is payable on September 2, 2022 to all shareholders of record at the close of business on August 19, 2022.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. Description
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99.1 News release, dated August 2, 2022, 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: August 2, 2022 By:/s/ Paul Todgham
Paul Todgham
Senior Vice President and Chief Financial Officer

Exhibit 99.1

Cognex Reports Second Quarter 2022 Results

NATICK, Mass.--(BUSINESS WIRE)--August 2, 2022--Cognex Corporation (NASDAQ: CGNX) today reported financial results for the second quarter of 2022. Table 1 below shows selected financial data for Q2-22 compared with Q2-21 and Q1-22, and for the six months of 2022 compared with the same period in 2021. Notably, Cognex recorded a charge of $17.4 million in Q2-22, which reduced earnings for the quarter by $0.09 per diluted share, related to a warehouse fire.

Table 1
(Dollars in thousands, except per share amounts)
Revenue Net Income Net Income per Diluted Share Non-GAAP<br><br> <br>Net Income<br><br> <br>per Diluted Share*
Quarterly Comparisons
Current quarter: Q2-22 $274,628 $58,901 $0.34 $0.41
Prior year’s quarter: Q2-21 $269,158 $77,598 $0.43 $0.43
Change: Q2-21 to Q2-22 2% (24)% (21)% (5)%
Prior quarter: Q1-22 $282,407 $67,333 $0.38 $0.42
Change: Q1-22 to Q2-22 (3)% (13)% (11)% (2)%
Year-to-Date Comparisons
Six months ended July 3, 2022 $557,035 $126,234 $0.72 $0.83
Six months ended July 4, 2021 $508,185 $147,446 $0.82 $0.79
Change from first six months of 2021 to first six months of 2022 10% (14)% (12)% 5%
*Non-GAAP net income per diluted share excludes a pre-tax loss from a fire of $17.4 million ($0.09 per diluted share) in Q2-22 and discrete tax adjustments in all periods presented. A<br> reconciliation from GAAP to Non-GAAP is shown in Exhibit 2 of this news release.
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“While we reported revenue for Q2 in the middle of our guidance range, we are experiencing disruption in our business today,” said Robert J. Willett, Chief Executive Officer of Cognex. “A large amount of our component inventory was destroyed in a June fire at our primary contract manufacturer’s site. This was particularly disappointing given all our hard work to put us in a strong supply position prior to the fire. We also observe certain customers scaling back spending on new e-commerce fulfillment centers after two years of heavy investment that benefitted Cognex.”

“These issues are challenging and time-consuming to address. I’m proud of Cognoids for stepping up to support our customers and each other at this difficult time,” concluded Mr. Willett.


Loss from Fire in Q2 of 2022

On June 7, 2022, Cognex’s primary contract manufacturer experienced a fire at its plant in Indonesia. No injuries were reported, and there was no significant damage to the production floor and equipment used to assemble Cognex products. However, a large portion of the company’s component inventory was destroyed. Cognex recorded a non-cash net charge of $17.4 million in Q2-22, which consisted of gross losses totaling $44.9 million for the write-off of company assets that were destroyed or abandoned in the fire less estimated insurance recoveries of $27.5 million. The company is working aggressively to replenish inventory.

Details of the Quarter

Statement of Operations Highlights – Second Quarter of 2022

  • Revenue increased by 2% from Q2-21 and decreased by 3% from Q1-22 (in constant currency, revenue increased by 6% year-on-year and declined by 1% sequentially). Revenue from customers in the consumer electronics industry grew significantly over both Q2-21 and Q1-22 due to the timing of large deployments and higher expected revenue for the year overall. In contrast, revenue from the logistics industry declined substantially both year-on-year and sequentially due to lower spending on automation projects for new fulfillment centers. Cognex also experienced slower spending trends in the broader factory automation market relative to Q2-21 and Q1-22. The fire at the company’s primary contract manufacturer did not have a material impact on Cognex revenue in Q2-22 given the timing of the incident.

  • Gross margin was 72% for both Q2-22 and Q1-22 compared with 75% for Q2-21 due to higher prices Cognex has been paying to purchase components and other inventory that are in short supply.

  • Research, Development, & Engineering (RD&E) expenses increased by 9% from Q2-21 and decreased by 6% from Q1-22. Cognex incurred higher costs associated with the company’s investment in engineering resources on a year-on-year basis.

  • Selling, General & Administrative (SG&A) expenses increased by 4% from Q2-21 and decreased by 1% from Q1-22. SG&A spending increased year-on-year due to higher personnel-related costs (including additional sales headcount), travel, and stock-based compensation expense.

  • Cognex recorded a pre-tax charge of $17.4 million in Q2-22 for assets that were impacted by the fire and not covered by insurance. The estimated insurance proceeds may be adjusted in future periods as additional information becomes available.

  • The effective tax rate was 9% in Q2-22, 17% in Q2-21, and 23% in Q1-22. All periods presented include a varying discrete tax benefit or expense, which are summarized in Exhibit 2. Excluding these discrete tax items, the effective tax rate was 16% in Q2-22 and Q1-22 compared to 18% in Q2-21. **** The decrease year-on-year was due to the expectation that more of the company’s profits will be earned and taxed in lower-tax jurisdictions in 2022 and lower state taxes.


Balance Sheet Highlights – July 3, 2022

  • Cognex’s financial position as of July 3, 2022 **** continued to be strong, with $788 million in cash and investments and no debt. In the first six months of 2022, Cognex generated $94 million in cash from operations and $4 million in net proceeds from the issuance of common stock under stock plans. In addition, during the six-month period, the company spent $154 million to repurchase its common stock and paid $23 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.

  • Accounts receivable increased by $41 million, or 32% from the end of 2021, due to the timing of large shipments and remains healthy.

  • Inventories decreased by $17 million, or 15%, from the end of 2021 due to the write-off of mostly component inventory that was destroyed in the fire.

Financial Outlook – Q3 2022

  • Cognex expects revenue for Q3-22 will be between $160 million and $180 million. This range represents a decline both year-on-year and sequentially due to the estimated impact of the supply disruption caused by the June fire at the company’s primary contract manufacturing site and lower expected revenue from e-commerce logistics.

  • Gross margin for Q3-22 is expected to be about 70%, which is below the company’s mid-70% long-term target due to pressure from the lower expected revenue level and higher inventory purchase prices, including broker premiums, as the company works to replenish inventory destroyed by the fire.

  • The combined total of expenses for RD&E and SG&A, which excludes the loss from the fire, is expected to decline by low-single digits on a sequential basis due primarily to lower variable incentive compensation.

  • The effective tax rate is expected to be 16%, 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 results over multiple periods using the same methodology that management employs in its budgeting process and in its review of operating results. Non-GAAP presentations exclude certain one-time discrete events, such as a fire loss and 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). Cognex also uses results on a constant-currency basis as one measure to evaluate its performance and compares results between periods as if the exchange rates had remained constant period-over-period. 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 Friday, August 5, 2022. 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 13730768.

  • 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 $9 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 stateme nts 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 and financial targets, the expected impact of the fire at our primary contract manufacturer's warehouse on our assets, business and results of operations and related insurance recoveries, customer demand and order rates and timing of related revenue, managing supply shortages, delivery lead times, future product mix, research and development activities, sales and marketing activities, new product offerings and product development activities, 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 reliance on key suppliers such as our primary contract manufacturer to manufacture and deliver quality products; (2) delays in the delivery of our products, the failure to meet delivery schedules, and resulting customer dissatisfaction or loss of sales; (3) the inability to obtain, or the delay in obtaining components, for our products at reasonable prices; (4) the failure to effectively manage product transitions or accurately forecast customer demand; (5) the inability to manage disruptions to our distribution centers or to our key suppliers; (6) the inability to design and manufacture high-quality products; (7) the impact, duration, and severity of the COVID-19 pandemic, including the availability and effectiveness of vaccines as well as government lockdowns; (8) the loss of, or curtailment of purchases by, large customers in the logistics or consumer electronics industries; (9) information security breaches; (10) the inability to protect our proprietary technology and intellectual property; (11) the inability to attract and retain skilled employees and maintain our unique corporate culture; (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, including the management of lead times and delivery dates; (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) potential impairment charges with respect to our investments or acquired intangible assets; (18) exposure to additional tax liabilities; (19) fluctuations in foreign currency exchange rates and the use of derivative instruments; (20) unfavorable global economic conditions, including high inflation rates; (21) business disruptions from natural or man-made disasters, such as fire, or public health issues; (22) economic, political, and other risks associated with international sales and operations, including the impact of the war in Ukraine; and (23) our involvement in time-consuming and costly litigation; and the other risks detailed in Cognex reports filed with the SEC, including its Form 10-K for the fiscal year ended December 31, 2021 and Form 10-Q for the fiscal quarter ended July 3, 2022 . 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 Six-months Ended
July 3, 2022 April 3, <br><br> 2022 July 4, <br><br> 2021 July 3, 2022 July 4, <br><br> 2021
Revenue $ 274,628 $ 282,407 $ 269,158 $ 557,035 $ 508,185
Cost of revenue (1) 78,143 78,790 68,432 156,933 122,477
Gross margin 196,485 203,617 200,726 400,102 385,708
Percentage of revenue 72 % 72 % 75 % 72 % 76 %
Research, development, and engineering expenses (1) 33,991 36,054 31,302 70,045 65,407
Percentage of revenue 12 % 13 % 12 % 13 % 13 %
Selling, general, and administrative expenses (1) 79,950 80,835 76,843 160,785 149,267
Percentage of revenue 29 % 29 % 29 % 29 % 29 %
Loss from fire 17,403 17,403
Operating income 65,141 86,728 92,581 151,869 171,034
Percentage of revenue 24 % 31 % 34 % 27 % 34 %
Foreign currency gain (loss) (2,043 ) (444 ) (639 ) (2,487 ) (1,647 )
Investment and other income 1,317 1,420 1,596 2,737 2,982
Income before income tax expense 64,415 87,704 93,538 152,119 172,369
Income tax expense 5,514 20,371 15,940 25,885 24,923
Net income $ 58,901 $ 67,333 $ 77,598 $ 126,234 $ 147,446
Percentage of revenue 21 % 24 % 29 % 23 % 29 %
Net income per weighted-average common and common-equivalent share:
Basic $ 0.34 $ 0.39 $ 0.44 $ 0.73 $ 0.84
Diluted $ 0.34 $ 0.38 $ 0.43 $ 0.72 $ 0.82
Weighted-average common and common-equivalent shares outstanding:
Basic 173,507 174,146 176,626 173,830 176,454
Diluted 174,993 176,668 179,991 175,874 179,982
Cash dividends per common share $ 0.065 $ 0.065 $ 0.060 $ 0.130 $ 0.120
Cash and investments per common share $ 4.54 $ 4.57 $ 5.39 $ 4.54 $ 5.39
Book value per common share $ 8.02 $ 7.82 $ 8.09 $ 8.02 $ 8.09
(1) Amounts include stock-based compensation expense, as follows:
Cost of revenue $ 482 $ 563 $ 351 $ 1,045 $ 599
Research, development, and engineering 3,851 4,448 3,064 8,299 7,067
Selling, general, and administrative 8,664 10,045 7,315 18,709 15,073
Total stock-based compensation expense $ 12,997 $ 15,056 $ 10,730 $ 28,053 $ 22,739

Exhibit 2
COGNEX CORPORATION
Reconciliation of Selected Items from GAAP to Non-GAAP
(Unaudited)
Dollars in thousands, except per share amounts
Three-months Ended Six-months Ended
July 3, 2022 April 3, <br><br> 2022 July 4, <br><br> 2021 July 3, 2022 July 4, <br><br> 2021
Per share impact of loss from fire
Loss from fire $ 17,403 $ $ $ 17,403 $
Tax benefit from loss on fire (2,440 ) (2,440 )
Loss from fire, net of tax benefit $ 14,963 $ $ $ 14,963 $
Per share impact of loss from fire, net of tax benefit 0.09 0.09
Diluted weighted-average common and common-equivalent shares outstanding (GAAP) 174,993 176,668 179,991 175,874 179,982
Loss from fire and discrete tax adjustments reconciliation
Operating income (GAAP) $ 65,141 $ 86,728 $ 92,581 $ 151,869 $ 171,034
Percentage of revenue (GAAP) 24 % 31 % 34 % 27 % 34 %
Loss from fire 17,403 17,403
Operating income (Non-GAAP) $ 82,544 $ 86,728 $ 92,581 $ 169,272 $ 171,034
Percentage of revenue (Non-GAAP) 30 % 31 % 34 % 30 % 34 %
Net income (GAAP) $ 58,901 $ 67,333 $ 77,598 $ 126,234 $ 147,446
Loss from fire, net of tax benefit 14,963 14,963
Discrete tax (benefit) expense related to stock-based compensation 59 117 (1,431 ) 176 (6,638 )
Discrete tax (benefit) expense related to tax return filings and other (2,411 ) 6,221 535 3,810 535
Net income (Non-GAAP) $ 71,512 $ 73,671 $ 76,702 $ 145,183 $ 141,343
Percentage of revenue (Non-GAAP) 26 % 26 % 28 % 26 % 28 %
Net income per diluted weighted-average common and common-equivalent share (GAAP) $ 0.34 $ 0.38 $ 0.43 $ 0.72 $ 0.82
Per share impact of Non-GAAP adjustments identified above 0.07 0.04 0.11 (0.03 )
Net income per diluted weighted-average common and common-equivalent share (Non-GAAP) $ 0.41 $ 0.42 $ 0.43 $ 0.83 $ 0.79
Diluted weighted-average common and common-equivalent shares outstanding (GAAP) 174,993 176,668 179,991 175,874 179,982
Effective tax rate reconciliation
Income before income tax expense (GAAP) $ 64,415 $ 87,704 $ 93,538 $ 152,119 $ 172,369
Income tax expense (GAAP) $ 5,514 $ 20,371 $ 15,940 $ 25,885 $ 24,923
Effective tax rate (GAAP) 9 % 23 % 17 % 17 % 14 %
Tax adjustments:
Discrete tax benefit related to loss from fire 2,440 2,440
Discrete tax benefit (expense) related to stock-based compensation (59 ) (117 ) 1,431 (176 ) 6,638
Discrete tax benefit (expense) related to tax return filings and other 2,411 (6,221 ) (535 ) (3,810 ) (535 )
Total discrete tax adjustments $ 4,792 $ (6,338 ) $ 896 $ (1,546 ) $ 6,103
Income tax expense (Non-GAAP) $ 10,306 $ 14,033 $ 16,836 $ 24,339 $ 31,026
Effective tax rate (Non-GAAP) 16 % 16 % 18 % 16 % 18 %

Exhibit 3
COGNEX CORPORATION
Balance Sheets
(Unaudited)
Dollars in thousands
July 3, 2022 December 31, 2021
Assets
Cash and investments $ 788,081 $ 907,364
Accounts receivable 171,414 130,348
Inventories 96,012 113,102
Property, plant, and equipment 79,468 77,546
Operating lease assets 32,128 23,157
Goodwill and intangible assets 250,024 253,601
Deferred tax assets 411,505 418,570
Other assets 114,451 79,974
Total assets $ 1,943,083 $ 2,003,662
Liabilities and Shareholders' Equity
Accounts payable and accrued expenses $ 90,415 $ 136,483
Deferred revenue and customer deposits 75,385 35,743
Operating lease liabilities 34,252 25,581
Income taxes 64,169 66,517
Deferred tax liabilities 271,592 293,769
Other liabilities 17,285 15,476
Shareholders' equity 1,389,985 1,430,093
Total liabilities and shareholders' equity $ 1,943,083 $ 2,003,662

Contacts

Susan Conway

        Investor Relations 

        +1 508-650-3353 

        Susan.conway@cognex.com