UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October ~~2, 2022~~1, 2023 or


☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________

Commission File Number 001-34218

COGNEX CORPORATION


(Exact name of registrant as specified in its charter)


Massachusetts						04-2713778
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

One Vision Drive

Natick, Massachusetts 01760-2059

(508) 650-3000


(Address, including zip code, and telephone number, including area code, of principal executive offices)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

As of October ~~2, 2022,~~1, 2023, there were ~~172,930,176~~172,142,092 shares of Common Stock, $.002 par value per share, of the registrant outstanding.

INDEX


PART I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (interim periods unaudited)	3
	Consolidated Statements of Operations for the three-month and nine-month periods endedOctober 1, 2023 and ~~nine-month~~ ~~periods ended~~ October 2,~~, 202~~2 ~~and~~ O~~ctober 3, 2021~~ 2022	3
	Consolidated Statements of Comprehensive Income for the three-month and nine-month periods endedOctober 1, 2023 and ~~nine-month~~ ~~periods ended~~ O~~ctober~~October 2, 2022 ~~andOctober 3, 2021~~	4
	Consolidated Balance Sheets as of October 2 ~~, 2022~~1, 2023 and December 31, 20212022	5
	Consolidated Statements of Cash Flows for the ~~nine-month~~ nine-month periods ended O~~ctober 2, 202~~2October 1, 2023 and O~~ctober 3, 2021~~October 2, 2022	6
	Consolidated Statements of Shareholders’ Equity for the three-month and nine-month periods endedOctober 1, 2023 and ~~nine-month~~ ~~periods ended~~ O~~ctober~~October 2, ~~202~~2 ~~and~~ O~~ctober 3, 2021~~ 2022	7
	Notes to Consolidated Financial Statements	9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2526

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3133

Item 4.	Controls and Procedures	3133

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	3234

Item 1A.	Risk Factors	3234

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334

Item 3.	Defaults Upon Senior Securities	3334

Item 4.	Mine Safety Disclosures	3334

Item 5.	Other Information	3334

Item 6.	Exhibits	3435

	Signatures	3536

PART I: FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)


		Three-months Ended				Nine-months Ended					Three-months Ended				Nine-months Ended
		October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021			October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
		(unaudited)				(unaudited)					(unaudited)				(unaudited)
Revenue	Revenue	$	209,622	$	284,848	$	766,657	$	793,033	Revenue	$	197,241	$	209,622	$	640,877	$	766,657
Cost of revenue	Cost of revenue	57,383		85,712		214,316		208,189		Cost of revenue	54,467		57,383		174,680		214,316
Gross margin	Gross margin	152,239		199,136		552,341		584,844		Gross margin	142,774		152,239		466,197		552,341
Research, development, and engineering expenses	Research, development, and engineering expenses	33,954		34,476		103,999		99,883		Research, development, and engineering expenses	32,580		33,954		104,707		103,999
Selling, general, and administrative expenses	Selling, general, and administrative expenses	75,371		77,113		236,156		226,380		Selling, general, and administrative expenses	82,307		75,371		248,767		236,156
Loss from fire (Note 17)		2,891		—		20,294		—
Loss (recovery) from fire (Note 17)										Loss (recovery) from fire (Note 17)	(2,750)		2,891		(5,250)		20,294
Operating income	Operating income	40,023		87,547		191,892		258,581		Operating income	30,637		40,023		117,973		191,892
Foreign currency gain (loss)	Foreign currency gain (loss)	(1,880)		(586)		(4,367)		(2,233)		Foreign currency gain (loss)	(8,699)		(1,880)		(9,910)		(4,367)
Investment income	Investment income	1,416		1,748		4,389		5,025		Investment income	4,891		1,416		12,573		4,389
Other income (expense)	Other income (expense)	(214)		(125)		(450)		(420)		Other income (expense)	173		(214)		358		(450)
Income before income tax expense	Income before income tax expense	39,345		88,584		191,464		260,953		Income before income tax expense	27,002		39,345		120,994		191,464
Income tax expense	Income tax expense	5,365		9,684		31,250		34,607		Income tax expense	8,086		5,365		18,989		31,250
Net income	Net income	$	33,980	$	78,900	$	160,214	$	226,346	Net income	$	18,916	$	33,980	$	102,005	$	160,214

Net income per weighted-average common and common-equivalent share:	Net income per weighted-average common and common-equivalent share:									Net income per weighted-average common and common-equivalent share:
Basic	Basic	$	0.20	$	0.45	$	0.92	$	1.28	Basic	$	0.11	$	0.20	$	0.59	$	0.92
Diluted	Diluted	$	0.19	$	0.44	$	0.91	$	1.26	Diluted	$	0.11	$	0.19	$	0.59	$	0.91

Weighted-average common and common-equivalent shares outstanding:	Weighted-average common and common-equivalent shares outstanding:									Weighted-average common and common-equivalent shares outstanding:
Basic	Basic	173,256		176,812		173,640		176,572		Basic	172,169		173,256		172,408		173,640
Diluted	Diluted	174,327		180,342		175,233		180,109		Diluted	173,354		174,327		173,659		175,233

Cash dividends per common share	Cash dividends per common share	$	0.065	$	0.060	$	0.195	$	0.180	Cash dividends per common share	$	0.070	$	0.065	$	0.210	$	0.195

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

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)


		Three-months Ended				Nine-months Ended					Three-months Ended				Nine-months Ended
		October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021			October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
		(unaudited)				(unaudited)					(unaudited)				(unaudited)
Net income	Net income	$	33,980	$	78,900	$	160,214	$	226,346	Net income	$	18,916	$	33,980	$	102,005	$	160,214
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:

Available-for-sale investments:	Available-for-sale investments:									Available-for-sale investments:
Net unrealized gain (loss), net of tax of $(1,564) and $(162) in the three-month periods, and net of tax of $(6,298) and $(808) in the nine-month periods, respectively		(5,315)		(521)		(21,185)		(2,617)
Net unrealized gain (loss), net of tax of $707 and $(1,564) in the three-month periods, and net of tax of $1,981 and $(6,298) in the nine-month periods, respectively										Net unrealized gain (loss), net of tax of $707 and $(1,564) in the three-month periods, and net of tax of $1,981 and $(6,298) in the nine-month periods, respectively	738		(5,315)		4,458		(21,185)

Reclassification of net realized (gain) loss on the sale of available-for-sale investments into current operations	Reclassification of net realized (gain) loss on the sale of available-for-sale investments into current operations	79		(19)		103		(87)		Reclassification of net realized (gain) loss on the sale of available-for-sale investments into current operations	624		79		624		103
Net change related to available-for-sale investments	Net change related to available-for-sale investments	(5,236)		(540)		(21,082)		(2,704)		Net change related to available-for-sale investments	1,362		(5,236)		5,082		(21,082)

Foreign currency translation adjustments:	Foreign currency translation adjustments:									Foreign currency translation adjustments:
Foreign currency translation adjustments	Foreign currency translation adjustments	(7,352)		(2,136)		(13,425)		(5,243)		Foreign currency translation adjustments	(2,603)		(7,352)		(5,828)		(13,425)
Net change related to foreign currency translation adjustments	Net change related to foreign currency translation adjustments	(7,352)		(2,136)		(13,425)		(5,243)		Net change related to foreign currency translation adjustments	(2,603)		(7,352)		(5,828)		(13,425)

Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(12,588)		(2,676)		(34,507)		(7,947)		Other comprehensive income (loss), net of tax	(1,241)		(12,588)		(746)		(34,507)
Total comprehensive income	Total comprehensive income	$	21,392	$	76,224	$	125,707	$	218,399	Total comprehensive income	$	17,675	$	21,392	$	101,259	$	125,707

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

COGNEX CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands)


		October 2, 2022		December 31, 2021			October 1, 2023		December 31, 2022
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	266,004	$	186,161	Cash and cash equivalents	$	395,501	$	181,374
Current investments, amortized cost of $213,044 and $137,124 in 2022 and 2021, respectively, allowance for credit losses of $0 in 2022 and 2021		208,430		137,455
Accounts receivable, allowance for credit losses of $741 and $776 in 2022 and 2021, respectively		96,292		130,348
Current investments, amortized cost of $120,831 and $223,545 in 2023 and 2022, respectively, allowance for credit losses of $0 in 2023 and 2022						Current investments, amortized cost of $120,831 and $223,545 in 2023 and 2022, respectively, allowance for credit losses of $0 in 2023 and 2022	117,147		218,759
Accounts receivable, allowance for credit losses of $580 and $730 in 2023 and 2022, respectively						Accounts receivable, allowance for credit losses of $580 and $730 in 2023 and 2022, respectively	130,542		125,417
Unbilled revenue	Unbilled revenue	2,142		3,990		Unbilled revenue	1,588		2,179
Inventories	Inventories	108,553		113,102		Inventories	133,866		122,480
Prepaid expenses and other current assets	Prepaid expenses and other current assets	106,046		68,742		Prepaid expenses and other current assets	68,347		67,490
Total current assets	Total current assets	787,467		639,798		Total current assets	846,991		717,699
Non-current investments, amortized cost of $369,868 and $587,981 in 2022 and 2021, respectively, allowance for credit losses of $0 in 2022 and 2021		343,198		583,748
Non-current investments, amortized cost of $349,060 and $476,148 in 2023 and 2022, respectively, allowance for credit losses of $0 in 2023 and 2022						Non-current investments, amortized cost of $349,060 and $476,148 in 2023 and 2022, respectively, allowance for credit losses of $0 in 2023 and 2022	332,991		454,117
Property, plant, and equipment, net	Property, plant, and equipment, net	79,425		77,546		Property, plant, and equipment, net	82,965		79,714
Operating lease assets	Operating lease assets	31,514		23,157		Operating lease assets	66,760		37,682
Goodwill	Goodwill	237,509		241,713		Goodwill	241,042		242,630
Intangible assets, net	Intangible assets, net	9,420		11,888		Intangible assets, net	9,986		12,414
Deferred income taxes	Deferred income taxes	405,136		418,570		Deferred income taxes	403,013		407,241
Other assets	Other assets	6,567		7,242		Other assets	6,151		6,643
Total assets	Total assets	$	1,900,236	$	2,003,662	Total assets	$	1,989,899	$	1,958,140

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	22,220	$	44,051	Accounts payable	$	23,053	$	27,103
Accrued expenses	Accrued expenses	64,115		92,432		Accrued expenses	79,121		93,235
Accrued income taxes	Accrued income taxes	12,055		8,577		Accrued income taxes	19,302		18,129
Deferred revenue and customer deposits	Deferred revenue and customer deposits	54,777		35,743		Deferred revenue and customer deposits	40,246		40,787
Operating lease liabilities	Operating lease liabilities	8,111		7,786		Operating lease liabilities	7,982		8,454
Total current liabilities	Total current liabilities	161,278		188,589		Total current liabilities	169,704		187,708
Non-current operating lease liabilities	Non-current operating lease liabilities	25,260		17,795		Non-current operating lease liabilities	60,450		31,298
Deferred income taxes	Deferred income taxes	259,950		293,769		Deferred income taxes	233,360		249,961
Reserve for income taxes	Reserve for income taxes	12,204		14,780		Reserve for income taxes	19,450		15,866
Non-current accrued income taxes	Non-current accrued income taxes	33,008		43,160		Non-current accrued income taxes	18,337		33,008
Other liabilities	Other liabilities	19,316		15,476		Other liabilities	—		1,905
Total liabilities	Total liabilities	511,016		573,569		Total liabilities	501,301		519,746

Commitments and contingencies (Note 10)	Commitments and contingencies (Note 10)					Commitments and contingencies (Note 10)
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock, $.01 par value – Authorized: 400 shares in 2022 and 2021, respectively; no shares issued and outstanding		—		—
Common stock, $.002 par value – Authorized: 300,000 shares in 2022 and 2021, respectively; issued and outstanding: 172,930 and 175,481 shares in 2022 and 2021, respectively		346		351
Preferred stock, $.01 par value – Authorized: 400 shares in 2023 and 2022, respectively; no shares issued and outstanding						Preferred stock, $.01 par value – Authorized: 400 shares in 2023 and 2022, respectively; no shares issued and outstanding	—		—
Common stock, $.002 par value – Authorized: 300,000 shares in 2023 and 2022, respectively; issued and outstanding: 172,142 and 172,631 shares in 2023 and 2022, respectively						Common stock, $.002 par value – Authorized: 300,000 shares in 2023 and 2022, respectively; issued and outstanding: 172,142 and 172,631 shares in 2023 and 2022, respectively	344		345
Additional paid-in capital	Additional paid-in capital	960,446		914,802		Additional paid-in capital	1,023,960		979,167
Retained earnings	Retained earnings	510,877		562,882		Retained earnings	534,337		528,179
Accumulated other comprehensive loss, net of tax	Accumulated other comprehensive loss, net of tax	(82,449)		(47,942)		Accumulated other comprehensive loss, net of tax	(70,043)		(69,297)
Total shareholders’ equity	Total shareholders’ equity	1,389,220		1,430,093		Total shareholders’ equity	1,488,598		1,438,394
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,900,236	$	2,003,662	Total liabilities and shareholders' equity	$	1,989,899	$	1,958,140

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

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Nine-months Ended
October 2, 2022 October 3, 2021
(unaudited)
Cash flows from operating activities:
Net income $ 160,214 $ 226,346
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 41,419 33,353
Depreciation of property, plant, and equipment 12,176 12,641
Loss on disposal of property, plant, and equipment 12 4
Amortization of intangible assets 2,468 2,773
Excess and obsolete inventory charges 2,728 2,120
Non-cash impact of write-offs related to fire (Note 17) 45,827 —
Amortization of discounts or premiums on investments 3,976 3,316
Realized loss (gain) on sale of investments 103 (87)
Change in deferred income taxes (14,799) 1,411
Change in operating assets and liabilities:
Accounts receivable 31,018 (4,295)
Unbilled revenue 1,760 (1,689)
Inventories (35,815) (22,534)
Prepaid expenses and other current assets (46,817) (24,607)
Accounts payable (21,577) 10,576
Accrued expenses (23,813) 4,416
Accrued income taxes (6,644) (4,936)
Deferred revenue and customer deposits 20,882 16,751
Other 4,031 3,297
Net cash provided by operating activities 177,149 258,856
Cash flows from investing activities:
Purchases of investments (77,760) (607,458)
Maturities and sales of investments 215,876 317,174
Purchases of property, plant, and equipment (15,605) (10,689)
Net cash provided by (used in) investing activities 122,511 (300,973)
Cash flows from financing activities:
Net payments from issuance of common stock under stock plans 4,225 59,101
Repurchase of common stock (178,387) (48,294)
Payment of dividends (33,837) (31,800)
Net cash provided by (used in) financing activities (207,999) (20,993)
Effect of foreign exchange rate changes on cash and cash equivalents (11,818) (2,484)
Net change in cash and cash equivalents 79,843 (65,594)
Cash and cash equivalents at beginning of period 186,161 269,073
Cash and cash equivalents at end of period $ 266,004 $ 203,479


	Nine-months Ended
	October 1, 2023		October 2, 2022
	(unaudited)
Cash flows from operating activities:
Net income	$	102,005	$	160,214
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Stock-based compensation expense	41,518		41,419
Depreciation of property, plant, and equipment	12,557		12,176
(Gain) loss on disposal of property, plant, and equipment	(2)		12
Amortization of intangible assets	2,428		2,468
Excess and obsolete inventory charges	1,703		2,728
Non-cash impact of write-offs related to fire (Note 17)	—		45,827
Amortization of discounts or premiums on investments	1,347		3,976
Realized (gain) loss on sale of investments	624		103


Change in deferred income taxes	(14,691)		(14,799)
Change in operating assets and liabilities:
Accounts receivable	(6,488)		31,018
Unbilled revenue	534		1,760
Inventories	(12,954)		(35,815)

Prepaid expenses and other current assets	(2,007)		(46,817)
Accounts payable	(3,986)		(21,577)
Accrued expenses	(13,214)		(23,813)
Accrued income taxes	(13,513)		(6,644)
Deferred revenue and customer deposits	(151)		20,882
Other	2,715		4,031
Net cash provided by (used in) operating activities	98,425		177,149
Cash flows from investing activities:
Purchases of investments	(174,330)		(77,760)
Maturities and sales of investments	402,160		215,876
Purchases of property, plant, and equipment	(16,062)		(15,605)



Net cash provided by (used in) investing activities	211,768		122,511
Cash flows from financing activities:
Net payments from issuance of common stock under stock plans	3,276		4,225
Repurchase of common stock	(59,640)		(178,387)
Payment of dividends	(36,209)		(33,837)

Net cash provided by (used in) financing activities	(92,573)		(207,999)
Effect of foreign exchange rate changes on cash and cash equivalents	(3,493)		(11,818)
Net change in cash and cash equivalents	214,127		79,843
Cash and cash equivalents at beginning of period	181,374		186,161
Cash and cash equivalents at end of period	$	395,501	$	266,004

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

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)
Common Stock Additional
Paid-in Capital Retained Earnings Accumulated
Other
Comprehensive
Loss Total
Shareholders’
Equity
Shares Par Value
Balance as of July 3, 2022 173,397 $ 347 $ 947,269 $ 512,230 $ (69,861) $ 1,389,985
Net issuance of common stock under stock plans 73 — (189) — — (189)
Repurchase of common stock (540) (1) — (24,069) — (24,070)
Stock-based compensation expense — — 13,366 — — 13,366
Payment of dividends ($0.065 per common share) — — — (11,264) — (11,264)
Net income — — — 33,980 — 33,980
Net unrealized gain (loss) on available-for-sale investments, net of tax of $(1,564) — — — — (5,315) (5,315)
Reclassification of net realized (gain) loss on the sale of available-for-sale investments — — — — 79 79
Foreign currency translation adjustment — — — — (7,352) (7,352)
Balance as of October 2, 2022 (unaudited) 172,930 $ 346 $ 960,446 $ 510,877 $ (82,449) $ 1,389,220


		Common Stock			Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Shareholders’ Equity				Common Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
		Shares	Par Value								Shares								Par Value
Balance as of July 4, 2021		176,707	$	353			$	874,883						$	593,290			$	(39,072)		$	1,429,454
Balance as of July 2, 2023																			Balance as of July 2, 2023	172,293			$	345		$	1,010,973		$	537,947		$	(68,802)		$	1,480,463
Net issuance of common stock under stock plans	Net issuance of common stock under stock plans	415	1		14,693				—			—				14,694			Net issuance of common stock under stock plans	40			—		622			—			—			622
Repurchase of common stock	Repurchase of common stock	(323)	—		—				(27,417)			—				(27,417)			Repurchase of common stock	(191)			(1)		—			(10,477)			—			(10,478)
Stock-based compensation expense	Stock-based compensation expense	—	—		10,614				—			—				10,614			Stock-based compensation expense	—			—		12,365			—			—			12,365
Payment of dividends ($0.060 per common share)		—	—		—				(10,608)			—				(10,608)
Payment of dividends ($0.070 per common share)																			Payment of dividends ($0.070 per common share)	—			—		—			(12,049)			—			(12,049)
Net income	Net income	—	—		—				78,900			—				78,900			Net income	—			—		—			18,916			—			18,916
Net unrealized gain (loss) on available-for-sale investments, net of tax of $(162)		—	—		—				—			(521)				(521)

Net unrealized gain (loss) on available-for-sale investments, net of tax of $707																			Net unrealized gain (loss) on available-for-sale investments, net of tax of $707	—			—		—			—			738			738

Reclassification of net realized (gain) loss on the sale of available-for-sale investments	Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—	—		—				—			(19)				(19)			Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—			—		—			—			624			624
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—				—			(2,136)				(2,136)			Foreign currency translation adjustment	—			—		—			—			(2,603)			(2,603)
Balance as of October 3, 2021 (unaudited)		176,799	$	354	$	900,190			$	634,165		$	(41,748)			$	1,492,961

Balance as of October 1, 2023 (unaudited)																			Balance as of October 1, 2023 (unaudited)	172,142			$	344	$	1,023,960		$	534,337		$	(70,043)		$	1,488,598


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	Shares	Par Value
Balance as of July 3, 2022	173,397	$	347	$	947,269	$	512,230	$	(69,861)	$	1,389,985
Net issuance of common stock under stock plans	73	—		(189)		—		—		(189)
Repurchase of common stock	(540)	(1)		—		(24,069)		—		(24,070)
Stock-based compensation expense	—	—		13,366		—		—		13,366
Payment of dividends ($0.065 per common share)	—	—		—		(11,264)		—		(11,264)
Net income	—	—		—		33,980		—		33,980


Net unrealized gain (loss) on available-for-sale investments, net of tax of $(1,564)	—	—		—		—		(5,315)		(5,315)

Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—	—		—		—		79		79
Foreign currency translation adjustment	—	—		—		—		(7,352)		(7,352)
Balance as of October 2, 2022 (unaudited)	172,930	$	346	$	960,446	$	510,877	$	(82,449)	$	1,389,220

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

COGNEX CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands)


		Common Stock			Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Shareholders’ Equity				Common Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
		Shares	Par Value								Shares								Par Value
Balance as of December 31, 2021		175,481	$	351			$	914,802						$	562,882			$	(47,942)		$	1,430,093
Balance as of December 31, 2022																			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	Net issuance of common stock under stock plans	256	—		4,225				—			—				4,225			Net issuance of common stock under stock plans	668			1		3,275			—			—			3,276
Repurchase of common stock	Repurchase of common stock	(2,807)	(5)		—				(178,382)			—				(178,387)			Repurchase of common stock	(1,157)			(2)		—			(59,638)			—			(59,640)
Stock-based compensation expense	Stock-based compensation expense	—	—		41,419				—			—				41,419			Stock-based compensation expense	—			—		41,518			—			—			41,518
Payment of dividends ($0.195 per common share)		—	—		—				(33,837)			—				(33,837)
Payment of dividends ($0.210 per common share)																			Payment of dividends ($0.210 per common share)	—			—		—			(36,209)			—			(36,209)
Net income	Net income	—	—		—				160,214			—				160,214			Net income	—			—		—			102,005			—			102,005

Net unrealized gain (loss) on available-for-sale investments, net of tax of $(6,298)		—	—		—				—			(21,185)				(21,185)
Net unrealized gain (loss) on available-for-sale investments, net of tax of $1,981																			Net unrealized gain (loss) on available-for-sale investments, net of tax of $1,981	—			—		—			—			4,458			4,458

Reclassification of net realized (gain) loss on the sale of available-for-sale investments	Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—	—		—				—			103				103			Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—			—		—			—			624			624
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—				—			(13,425)				(13,425)			Foreign currency translation adjustment	—			—		—			—			(5,828)			(5,828)
Balance as of October 2, 2022 (unaudited)		172,930	$	346	$	960,446			$	510,877		$	(82,449)			$	1,389,220
Balance as of October 1, 2023 (unaudited)																			Balance as of October 1, 2023 (unaudited)	172,142			$	344	$	1,023,960		$	534,337		$	(70,043)		$	1,488,598


		Common Stock			Additional Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Shareholders’ Equity				Common Stock					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
		Shares	Par Value								Shares								Par Value
Balance as of December 31, 2020		175,790	$	352			$	807,739						$	487,912			$	(33,801)		$	1,262,202
Balance as of December 31, 2021																			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	Net issuance of common stock under stock plans	1,590	3		59,098				—			—				59,101			Net issuance of common stock under stock plans	256			—		4,225			—			—			4,225
Repurchase of common stock	Repurchase of common stock	(581)	(1)		—				(48,293)			—				(48,294)			Repurchase of common stock	(2,807)			(5)		—			(178,382)			—			(178,387)
Stock-based compensation expense	Stock-based compensation expense	—	—		33,353				—			—				33,353			Stock-based compensation expense	—			—		41,419			—			—			41,419
Payment of dividends ($0.180 per common share)		—	—		—				(31,800)			—				(31,800)
Payment of dividends ($0.195 per common share)																			Payment of dividends ($0.195 per common share)	—			—		—			(33,837)			—			(33,837)
Net income	Net income	—	—		—				226,346			—				226,346			Net income	—			—		—			160,214			—			160,214

Net unrealized gain (loss) on available-for-sale investments, net of tax of $(808)		—	—		—				—			(2,617)				(2,617)
Net unrealized gain (loss) on available-for-sale investments, net of tax of $(6,298)																			Net unrealized gain (loss) on available-for-sale investments, net of tax of $(6,298)	—			—		—			—			(21,185)			(21,185)

Reclassification of net realized (gain) loss on the sale of available-for-sale investments	Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—	—		—				—			(87)				(87)			Reclassification of net realized (gain) loss on the sale of available-for-sale investments	—			—		—			—			103			103
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—				—			(5,243)				(5,243)			Foreign currency translation adjustment	—			—		—			—			(13,425)			(13,425)
Balance as of October 3, 2021 (unaudited)		176,799	$	354	$	900,190			$	634,165		$	(41,748)			$	1,492,961
Balance as of October 2, 2022 (unaudited)																			Balance as of October 2, 2022 (unaudited)	172,930			$	346	$	960,446		$	510,877		$	(82,449)		$	1,389,220

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

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1: Summary of Significant Accounting Policies

As permitted by the rules of the Securities and Exchange Commission applicable to Quarterly Reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles (GAAP). Reference should be made to the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 for a full description of other significant accounting policies.

In the opinion of the management of Cognex Corporation (the "Company"), the accompanying consolidated unaudited financial statements contain all adjustments, consisting of normal, recurring adjustments, adjustments related to losses and recoveries from the ~~loss from~~ fire (Note 17), and financial statement reclassifications necessary to present fairly the Company’s financial position as of October ~~2, 2022,~~1, 2023, and the results of its operations for the three-month and nine-month periods ended October ~~2, 2022~~1, 2023 and October ~~3, 2021,~~2, 2022, and changes in shareholders’ equity, comprehensive income, and cash flows for the periods presented.

The results disclosed in the Consolidated Statements of Operations for the three-month and nine-month periods ended October ~~2, 2022~~1, 2023 are not necessarily indicative of the results to be expected for the full year.

NOTE 2: New Pronouncements

Accounting Standards Update (ASU) 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ~~and~~, (ASU) 2021-01, "Reference Rate Reform (Topic 848): Scope", and Accounting Standards Update (ASU) 2022-06, "Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848"

The amendments in these ASUs apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Together, the ASUs provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, ~~2022,~~2024, except for hedging relationships existing as of December 31, ~~2022,~~2024 that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in these ASUs are effective for all entities as of March 12, 2020 through December 31, ~~2022.~~2024. Management ~~does~~adopted Topic 848 on January 1, 2023, and now uses the Secured Overnight Financing Rate (SOFR). The adoption did not ~~expect ASU 2020-04 or ASU 2021-01 to~~ have a material impact on the Company's ~~consolidated~~ financial statements and ~~disclosures.~~

~~Accounting Standards Update (ASU) 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers"~~

The amendments in this ASU primarily address the accounting for contract assets and contract liabilities related to revenue contracts with customers in a business combination. The ASU clarifies that an acquirer should account for the related revenue contracts in accordance with Accounting Standards Codification 606 as if the acquirer had originated the contracts. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, although early adoption is permitted. The amendments in the ASU should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The expected financial statement impact of this new accounting standard cannot be reasonably estimated at this time, as the impact in future periods will depend on the contract assets and contract liabilities acquired in future business combinations. Management does not expect this ASU to have a material impact on the Company's disclosures.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 required to be measured at fair value on a recurring basis as of October ~~2, 2022~~1, 2023 (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	$	~~504~~241,716	$	—		$	—
Corporate bonds	—		~~455,220~~349,405			—
Treasury bills	—		61,742			—
Asset-backed securities	—		~~56,508~~			—
~~Treasury bills~~	—		~~21,591~~37,051			—

~~Agency bonds~~	—				~~15,759~~
			—
Sovereign bonds	—		~~1,930~~1,940			—
~~Municipal bonds~~	—				~~620~~			—





Economic hedge forward contracts	—		~~835~~196			—
Liabilities:

Economic hedge forward contracts	—		~~442~~128			—

The Company’s money market instruments are reported at fair value based upon 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.

The fair value of the contingent consideration liability related to the Company's acquisition of GVi Ventures, Inc. in 2017 was written down to zero in 2019 resulting from a lower level of revenue in the Americas' automotive industry. The balance remained at zero through the remainder of the five-year assessment period which concluded during the second quarter of 2022.

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

Non-financial assets, such as property, plant and equipment, operating lease assets, goodwill, and intangible assets, are required to be measured at fair value only when an impairment loss is recognized. The Company did not record impairment charges related to non-financial assets during the three-month or nine-month periods ended October ~~2, 2022~~1, 2023 or October ~~3, 2021.~~2, 2022.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4: Cash, Cash Equivalents, and Investments

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


		October 2, 2022		December 31, 2021			October 1, 2023		December 31, 2022
Cash	Cash	$	265,500	$	185,624	Cash	$	153,785	$	180,959

Money market instruments	Money market instruments	504		537		Money market instruments	241,716		415

Cash and cash equivalents	Cash and cash equivalents	266,004		186,161		Cash and cash equivalents	395,501		181,374
Corporate bonds	Corporate bonds	151,014		73,088		Corporate bonds	110,627		164,055
Asset-backed securities	Asset-backed securities	28,119		37,655		Asset-backed securities	3,084		26,890
Agency bonds		15,759		2,802
Treasury bills		12,918		18,912
Municipal bonds		620		4,998

Current investments		208,430		137,455
Corporate bonds		304,206		481,218
Asset-backed securities		28,389		43,940
Treasury bills	Treasury bills	8,673		39,753		Treasury bills	2,457		11,332
Sovereign bonds	Sovereign bonds	1,930		2,119		Sovereign bonds	979		—
Agency bonds	Agency bonds	—		16,077		Agency bonds	—		15,858
Municipal bonds	Municipal bonds	—		641		Municipal bonds	—		624

Current investments						Current investments	117,147		218,759
Corporate bonds						Corporate bonds	238,778		374,440
Treasury bills						Treasury bills	59,285		44,214
Asset-backed securities						Asset-backed securities	33,967		33,539

Sovereign bonds						Sovereign bonds	961		1,924

Non-current investments	Non-current investments	343,198		583,748		Non-current investments	332,991		454,117
		$	817,632	$	907,364		$	845,639	$	854,250

Corporate bonds consist of debt securities issued by both domestic and foreign companies; asset-backed securities consist of debt securities collateralized by pools of receivables or loans with credit enhancement; treasury bills consist of debt securities issued by the U.S. government; sovereign bonds consist of direct debt issued by foreign governments; agency bonds consist of domestic or foreign obligations of government agencies and government-sponsored enterprises that have government backing; ~~treasury bills consist of debt securities issued by the U.S. government;~~and municipal bonds consist of debt securities issued by state and local government ~~entities; and sovereign bonds consist of direct debt issued by foreign governments.~~entities. All of the Company's securities as of October ~~2, 2022~~1, 2023 and December 31, ~~2021~~2022 were denominated in U.S. Dollars.

Accrued interest receivable is recorded in "Prepaid expenses and other current assets" on the Consolidated Balance ~~Sheet~~Sheets and amounted to ~~$3,011,000~~$4,094,000 and ~~$3,037,000~~$3,620,000 as of October ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, respectively.

The following table summarizes the Company’s available-for-sale investments as of October 1, 2023 (in thousands):


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Current:
Corporate bonds	$	114,188	$	—	$	(3,561)	$	110,627
Asset-backed securities	3,128		—		(44)		3,084

Treasury bills	2,498		—		(41)		2,457
Sovereign bonds	1,017		—		(38)		979



Non-current:
Corporate bonds	251,635		9		(12,866)		238,778
Treasury bills	60,871		—		(1,586)		59,285
Asset-backed securities	35,512		—		(1,545)		33,967


Sovereign bonds	1,042		—		(81)		961

	$	469,891	$	9	$	(19,762)	$	450,138

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~The following table summarizes the Company’s available-for-sale investments as of October 2, 2022 (in thousands):~~

Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Current:
Corporate bonds $ 154,399 $ — $ (3,385) $ 151,014
Asset-backed securities 28,764 — (645) 28,119
Agency bonds 16,140 — (381) 15,759
Treasury bills 13,106 1 (189) 12,918
Municipal bonds 635 — (15) 620
Non-current:
Corporate bonds 328,548 — (24,342) 304,206
Asset-backed securities 30,227 — (1,838) 28,389
Treasury bills 8,987 — (314) 8,673
Sovereign bonds 2,106 — (176) 1,930
$ 582,912 $ 1 $ (31,285) $ 551,628

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 October ~~2, 2022~~1, 2023 (in thousands):


		Unrealized Loss Position For:													Unrealized Loss Position For:
		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Corporate bonds	Corporate bonds	$	390,656	$	(23,263)	$	64,564	$	(4,464)	$	455,220	$	(27,727)	Corporate bonds	$	103,100	$	(2,900)	$	244,535	$	(13,527)	$	347,635	$	(16,427)

Treasury bills														Treasury bills	56,878		(1,492)		4,864		(135)		61,742		(1,627)
Asset-backed securities	Asset-backed securities	56,125		(2,455)		383		(28)		56,508		(2,483)		Asset-backed securities	32,425		(1,465)		4,626		(124)		37,051		(1,589)
Treasury bills		19,427		(499)		101		(4)		19,528		(503)
Agency bonds		15,759		(381)		—		—		15,759		(381)

Sovereign bonds	Sovereign bonds	1,930		(176)		—		—		1,930		(176)		Sovereign bonds	—		—		1,940		(119)		1,940		(119)
Municipal bonds		620		(15)		—		—		620		(15)

		$	484,517	$	(26,789)	$	65,048	$	(4,496)	$	549,565	$	(31,285)
															$	192,403	$	(5,857)	$	255,965	$	(13,905)	$	448,368	$	(19,762)

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 October ~~2, 2022~~1, 2023 or December 31, ~~2021.~~2022. There was no activity recorded in the allowance for credit losses during the three-month or nine-month periods ended October ~~2, 2022~~1, 2023 or October ~~3, 2021.~~2, 2022.

The ~~Company recorded no~~following table summarizes the Company's gross realized gains ~~on the sale of debt securities for the three-month period ended October 2, 2022~~ and gross realized gains on the sale of debt securities totaling $133,000 for the nine-month period ended October 2, 2022, and gross realized losses on the sale of debt securities totaling $79,000 and $236,000 for the three-month and nine-month periods ended October 2, 2022, respectively. The Company recorded gross realized gains on the sale of debt securities totaling $19,000 and $87,000 for the three-month and nine-month periods ended October 3, 2021, respectively, and no gross realized losses on the sale of debt securities for the three-month and nine-month periods ended October ~~3, 2021.~~ 1, 2023 and October 2, 2022 (in thousands):


	Three-months Ended				Nine-months Ended
	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Gross realized gains	$	109	$	—	$	109	$	133
Gross realized losses	(733)		(79)		(733)		(236)
Net realized gains (losses)	$	(624)	$	(79)	$	(624)	$	(103)

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.~~

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

income (loss).

The following table presents the effective maturity dates of the Company’s available-for-sale investments as of October ~~2, 2022~~1, 2023 (in thousands):


		<1 year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		Total			<1 year		1-2 Years		2-3 Years		3-4 Years		4-5 Years		5-8 Years		Total
Corporate bonds	Corporate bonds	$	151,014	$	157,264	$	104,838	$	42,104	$	—	$	455,220	Corporate bonds	$	110,627	$	95,497	$	65,409	$	34,878	$	42,539	$	455	$	349,405
Treasury bills														Treasury bills	2,457		5,306		15,016		21,842		17,121		—		61,742
Asset-backed securities	Asset-backed securities	28,119		16,384		3,202		8,803		—		56,508		Asset-backed securities	3,084		12,722		10,584		3,978		—		6,683		37,051
Treasury bills		12,918		6,265		2,408		—		—		21,591

Agency bonds		15,759		—		—		—		—		15,759
Sovereign bonds		—		970		—		960		—		1,930
Municipal bonds		620		—		—		—		—		620

		$	208,430	$	180,883	$	110,448	$	51,867	$	—	$	551,628

Sovereign bonds														Sovereign bonds	979		—		961		—		—		—		1,940

															$	117,147	$	113,525	$	91,970	$	60,698	$	59,660	$	7,138	$	450,138

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 5: Inventories

Inventories consisted of the following (in thousands):

October 2, 2022 December 31, 2021
Raw materials $ 55,801 $ 50,452
Work-in-process 1,182 5,293
Finished goods 51,570 57,357
$ 108,553 $ 113,102

Refer to Note 17 for information regarding losses incurred from the fire at the Company's primary contract manufacturer's plant in Indonesia during the second quarter of 2022, including the impact on inventories.


	October 1, 2023		December 31, 2022
Raw materials	$	80,091	$	71,720
Work-in-process	1,712		906
Finished goods	52,063		49,854
	$	133,866	$	122,480

NOTE 6: Leases

The Company's leases are primarily leased properties across different worldwide locations where the Company conducts its operations. 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 October ~~2, 2022,~~1, 2023, there were ~~two~~no options to terminate and ~~six~~twenty-nine options to extend that were accounted for in the determination of the lease term for outstanding leases. Certain leases contain leasehold improvement incentives, retirement obligations, escalating clauses, rent holidays, and variable payments tied to a consumer price index. There were no restrictions or covenants for outstanding leases as of October ~~2, 2022.~~1, 2023.

The total operating lease expense for the three-month and nine-month periods ended October 1, 2023 was $5,512,000 and $8,151,000, respectively. The total operating lease cash payments for the three-month and nine-month periods ended October 1, 2023 were $5,168,000 and $7,532,000, respectively. The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability for the three-month and nine-month periods ended October 1, 2023 was $132,000 and $292,000, respectively.

The total operating lease expense for the three-month and nine-month periods ended October 2, 2022 ~~were~~was $2,255,000 and $6,699,000, respectively. The total operating lease cash payments for the three-month and nine-month periods ended October 2, 2022 were $2,161,000 and $6,467,000, respectively. The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability for the three-month and nine-month periods ended October 2, 2022 was $35,000 and $110,000, respectively.

The total operating lease expense for the three-month and nine-month periods ended October 3, 2021 were $2,068,000 and $6,091,000, respectively. The total operating lease cash payments for the three-month and nine-month periods ended October 3, 2021 were $2,079,000 and $6,154,000, respectively. The total lease expense for leases with a term of twelve months or less for which the Company elected not to recognize a lease asset or lease liability for the three-month and nine-month periods ended October 3, 2021 was $36,000 and $114,000, respectively.

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Future operating lease cash payments are as follows (in thousands):


Year Ended December 31,	Year Ended December 31,	Amount		Year Ended December 31,	Amount
Remainder of fiscal 2022		$	2,245
2023		8,511
Remainder of fiscal 2023				Remainder of fiscal 2023	$	2,510
2024	2024	5,794		2024	11,580
2025	2025	3,837		2025	9,677
2026	2026	2,656		2026	7,799
2027	2027	2,590		2027	7,231
2028				2028	6,992
Thereafter	Thereafter	10,808		Thereafter	46,421
		$	36,441		$	92,210

The discounted present value of the future lease cash payments resulted in a total lease liability of ~~$33,371,000~~$68,432,000 and ~~$25,581,000~~$39,752,000 as of October ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, respectively. The Company did not have any leases that had not yet commenced but that created significant rights and obligations as of October ~~2, 2022.~~1, 2023.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In June 2023, the Company entered into a lease for a 115,000 square-foot building in Singapore to serve as a new distribution center for customers in Asia. The lease contains two components, including a 88,000 square-foot premises with a term of ten years, six months. The Company has the right and option to extend the term of this lease component for an additional period of five years, commencing upon the expiration of the original term. This lease component commenced during the second quarter of 2023, and therefore the Company recorded approximately $29,639,000, which reflects an estimated extension period of five years, within "Operating lease assets" and "Operating lease liabilities" on the Consolidated Balance Sheets on the commencement date. The second component of this Singapore lease is for a 27,000 square-foot premises with a term of eight years. The commencement date for this lease component is in the fourth quarter of 2025, and therefore it was not yet recorded on the Consolidated Balance Sheets, nor did it create any significant rights and obligations as of October 1, 2023. The Company has the right and option to extend the term of this lease component for an additional period of five years, commencing upon the expiration of the original term. Future payment obligations associated with this lease component total $13,231,000, none of which is payable in 2023 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.

In December 2021, the Company entered into a lease for a 65,000 square-foot building in Southborough, Massachusetts for a term of ten years to serve as a new distribution center for customers in the Americas. The Company has the right and option to extend the term of this lease for an additional period of five years, commencing upon the expiration of the original ten-year term. This lease commenced during the first quarter of 2022, and therefore the Company recorded approximately $9,271,000, which does not reflect an estimated extension period, within "Operating lease assets" and "Operating lease liabilities" on the Consolidated Balance Sheets on the commencement date.

The weighted-average discount rate was ~~2.9%~~5.4% and ~~3.4%~~3.3% for the leases outstanding as of October ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, respectively. The weighted-average remaining lease term was ~~6.7~~10.8 and ~~5.1~~7.8 years for the leases outstanding as of October ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, respectively.

NOTE 7: Goodwill

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


Balance as of December 31, ~~2021~~2022	$	~~241,713~~242,630
Foreign exchange rate changes	~~(4,204)~~(1,588)
Balance as of October ~~2, 2022~~1, 2023	$	~~237,509~~241,042

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

NOTE 8: Intangible Assets

Amortized intangible assets consisted of the following (in thousands):


		Gross Carrying Value		Accumulated Amortization		Net Carrying Value			Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Distribution networks		$	38,060	$	38,060	$	—

Completed technologies	Completed technologies	24,217		17,132		7,085		Completed technologies	$	28,017	$	(19,590)	$	8,427
Customer relationships	Customer relationships	10,578		8,420		2,158		Customer relationships	5,838		(4,400)		1,438
Non-compete agreements	Non-compete agreements	710		533		177		Non-compete agreements	340		(219)		121
Trademarks		110		110		—
Balance as of October 2, 2022		$	73,675	$	64,255	$	9,420

Balance as of October 1, 2023								Balance as of October 1, 2023	$	34,195	$	(24,209)	$	9,986

		Gross Carrying Value		Accumulated Amortization		Net Carrying Value			Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Distribution networks		$	38,060	$	38,060	$	—

Completed technologies	Completed technologies	24,217		15,234		8,983		Completed technologies	$	28,017	$	(17,744)	$	10,273
Customer relationships	Customer relationships	10,578		7,891		2,687		Customer relationships	5,838		(3,860)		1,978
Non-compete agreements	Non-compete agreements	710		492		218		Non-compete agreements	340		(177)		163
Trademarks		110		110		—
Balance as of December 31, 2021		$	73,675	$	61,787	$	11,888

Balance as of December 31, 2022								Balance as of December 31, 2022	$	34,195	$	(21,781)	$	12,414

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of October ~~2, 2022,~~1, 2023, estimated future amortization expense related to intangible assets was as follows (in thousands):


Year Ended December 31,	Year Ended December 31,	Amount		Year Ended December 31,	Amount
Remainder of fiscal 2022		$	807
2023		2,594
Remainder of fiscal 2023				Remainder of fiscal 2023	$	709
2024	2024	2,080		2024	2,623
2025	2025	1,757		2025	2,300
2026	2026	1,452		2026	1,995
2027	2027	730		2027	1,273
2028				2028	543
Thereafter				Thereafter	543
		$	9,420		$	9,986

NOTE 9: Warranty Obligations

The Company records the estimated cost of fulfilling product warranties at the time of sale based upon historical costs to fulfill claims. Obligations may also be recorded subsequent to the time of sale whenever specific events or changes in circumstances impacting product quality become known that would not have been taken into account using historical data. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers and third-party contract manufacturers, the Company’s warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. An adverse change in any of these factors may result in the need for additional warranty provisions. Warranty obligations are included in “Accrued expenses” on the Consolidated Balance Sheets.

The changes in the warranty obligation were as follows (in thousands):


Balance as of December 31, ~~2021~~2022	$	~~5,427~~4,375
Provisions for warranties issued during the period	~~1,733~~1,722
Fulfillment of warranty obligations	~~(2,170)~~(2,292)

Balance as of October ~~2, 2022~~1, 2023	$	~~4,990~~3,805

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

NOTE 10: Commitments and Contingencies

As of October ~~2, 2022,~~1, 2023, the Company had outstanding purchase orders totaling ~~$81,565,000~~$70,635,000 to procure inventory from various ~~vendors, due in part to higher inventory purchases in response to global supply chain constraints.~~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 the next twelve months. The Company expects the level of outstanding purchase orders to increase for the remainder of the year as it continues to replenish inventories destroyed in the fire on June 7, 2022 at its primary contract manufacturer (refer to Note 17).

A significant portion of the Company's outstanding inventory purchase orders as of October ~~2, 2022,~~1, 2023, as well as additional preauthorized commitments to procure strategic components based on the Company's expected customer demand, are placed with the Company's primary contract manufacturer for the Company's assembled products. The Company has the obligation to purchase any non-cancelable and non-returnable components that have been purchased by ~~this~~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.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 11: Derivative Instruments

The Company’s foreign currency risk management strategy is principally 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.

Additionally, during the three-month period ended October 1, 2023, the Company entered into a foreign currency forward contract to exchange U.S. Dollars for ¥40,000,000,000 to hedge the Japanese Yen purchase price of the acquisition of Moritex Corporation (refer to Note 19 of the consolidated financial statements). Upon the settlement of this contract, the Company recorded a foreign currency loss of $8,456,000, which was recorded in "Foreign currency gain (loss)" on the Consolidated Statements of Operations for the three-month period ended October 1, 2023.

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


		October 2, 2022			December 31, 2021				October 1, 2023			December 31, 2022
Currency	Currency	Notional Value	USD Equivalent		Notional Value	USD Equivalent		Currency	Notional Value	USD Equivalent		Notional Value	USD Equivalent
Derivatives Not Designated as Hedging Instruments:	Derivatives Not Designated as Hedging Instruments:							Derivatives Not Designated as Hedging Instruments:
Japanese Yen								Japanese Yen	40,600,000	$	272,499	700,000	$	5,281
Euro	Euro	70,000	$	68,290	65,000	$	73,748	Euro	37,500	39,741		60,000	64,174
Singapore Dollar								Singapore Dollar	40,500	29,747		—	—
Chinese Renminbi	Chinese Renminbi	175,000	25,352		54,374	8,500		Chinese Renminbi	200,000	27,445		55,000	7,619
Mexican Peso	Mexican Peso	185,000	9,155		140,000	6,842		Mexican Peso	100,000	5,722		185,000	9,480
Japanese Yen		600,000	4,159		600,000	5,213
Hungarian Forint								Hungarian Forint	1,930,000	5,221		1,590,000	4,238
British Pound	British Pound	3,135	3,481		3,370	4,552		British Pound	3,230	3,956		3,445	4,161
Hungarian Forint		1,280,000	2,948		1,355,000	4,155

Canadian Dollar	Canadian Dollar	—	—		1,480	1,167		Canadian Dollar	1,650	1,225		1,730	1,278

Swiss Franc								Swiss Franc	—	—		1,120	1,218

Information regarding the fair value of the outstanding forward contracts was as follows (in thousands):

Asset Derivatives

Liability Derivatives

Asset Derivatives

Liability Derivatives

Balance

Fair Value

Balance

Fair Value

Balance

Fair Value

Balance

Fair Value

Sheet
Location

October 2, 2022

December 31, 2021

Sheet
Location

October 2, 2022

December 31, 2021

Sheet
Location

October 1, 2023

December 31, 2022

Sheet
Location

October 1, 2023

December 31, 2022

Derivatives Not Designated as Hedging Instruments:

Economic hedge forward contracts

Prepaid expenses and other current assets

835

Accrued expenses

442

230

Economic hedge forward contracts

Prepaid expenses and other current assets

196

Accrued expenses

128

479

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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


Asset Derivatives	Asset Derivatives					Liability Derivatives					Asset Derivatives					Liability Derivatives
		October 2, 2022		December 31, 2021			October 2, 2022		December 31, 2021			October 1, 2023		December 31, 2022			October 1, 2023		December 31, 2022
Gross amounts of recognized assets	Gross amounts of recognized assets	$	835	$	39	Gross amounts of recognized liabilities	$	442	$	230	Gross amounts of recognized assets	$	196	$	27	Gross amounts of recognized liabilities	$	128	$	479
Gross amounts offset	Gross amounts offset	—		—		Gross amounts offset	—		—		Gross amounts offset	—		—		Gross amounts offset	—		—
Net amount of assets presented	Net amount of assets presented	$	835	$	39	Net amount of liabilities presented	$	442	$	230	Net amount of assets presented	$	196	$	27	Net amount of liabilities presented	$	128	$	479

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


		Location in Financial Statements	Three-months Ended				Nine-months Ended					Location in Financial Statements	Three-months Ended				Nine-months Ended
			October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021				October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022

Derivatives Not Designated as Hedging Instruments:	Derivatives Not Designated as Hedging Instruments:										Derivatives Not Designated as Hedging Instruments:
Gains (losses) recognized in current operations	Gains (losses) recognized in current operations	Foreign currency gain (loss)	$	7,161	$	1,529	$	15,091	$	3,676	Gains (losses) recognized in current operations	Foreign currency gain (loss)	$	(7,527)	$	7,161	$	(8,139)	$	15,091

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 12: Revenue Recognition

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


		Three-months Ended				Nine-months Ended					Three-months Ended				Nine-months Ended
		October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021			October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Americas	Americas	$	65,847	$	113,758	$	284,057	$	330,012	Americas	$	80,156	$	65,847	$	243,067	$	284,057
Europe	Europe	48,930		65,146		173,561		182,161		Europe	51,827		48,930		168,529		173,561
Greater China	Greater China	66,460		65,813		193,481		163,757		Greater China	34,485		66,460		139,837		193,481
Other Asia	Other Asia	28,385		40,131		115,558		117,103		Other Asia	30,773		28,385		89,444		115,558
		$	209,622	$	284,848	$	766,657	$	793,033		$	197,241	$	209,622	$	640,877	$	766,657

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


		Three-months Ended				Nine-months Ended					Three-months Ended				Nine-months Ended
		October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021			October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Standard products and services	Standard products and services	$	158,244	$	212,567	$	637,598	$	669,215	Standard products and services	$	170,104	$	158,244	$	555,831	$	637,598
Application-specific customer solutions	Application-specific customer solutions	51,378		72,281		129,059		123,818		Application-specific customer solutions	27,137		51,378		85,046		129,059
		$	209,622	$	284,848	$	766,657	$	793,033		$	197,241	$	209,622	$	640,877	$	766,657

Costs to Fulfill a Contract

Costs to fulfill a contract are included in "Prepaid expenses and other current assets" on the Consolidated Balance Sheet and amounted to ~~$15,581,000~~$17,827,000 and ~~$10,854,000~~$14,578,000 as of October ~~2, 2022~~1, 2023 and December 31, ~~2021,~~2022, respectively.

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 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 the allowance for credit losses activity for the nine-month period ended October ~~2, 2022~~1, 2023 (in thousands):


Balance as of December 31, ~~2021~~2022	$	~~776~~730
Increases to the allowance for credit losses	350
Write-offs, net of recoveries	~~(36)~~(500)
Foreign exchange rate changes	1—
Balance as of October ~~2, 2022~~1, 2023	$	~~741~~580

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the deferred revenue and customer deposits activity for the nine-month period ended October ~~2, 2022~~1, 2023 (in thousands):


Balance as of December 31, ~~2021~~2022	$	~~35,743~~40,787
Deferral of revenue billed in the current period, net of recognition	~~51,297~~28,249
Recognition of revenue deferred in prior period	~~(29,351)~~(18,809)
Returned customer deposit	(9,205)
Foreign exchange rate changes	~~(2,912)~~(776)
Balance as of October ~~2, 2022~~1, 2023	$	~~54,777~~40,246

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

NOTE 13: Stock-Based Compensation Expense

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 October ~~2, 2022,~~1, 2023, forfeits, cancellations, and other terminations from the 2001 Plan and the 2007 Plan have resulted in 214,024 Carryover Shares, raising the authorized total shares that may be issued under the 2023 Plan to 8,314,024.

As of October 1, 2023, the Company had ~~13,748,000~~8,035,000 shares available for grant under its stock plans. Stock options are granted with an exercise price equal to the market value of the Company’s common stock at the grant date and generally vest over four or five years based upon continuous service and expire ten years from the grant date. RSUs generally vest upon three or four years of continuous employment or incrementally over such three or four-year ~~period.~~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.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Stock Options

The following table summarizes the Company’s stock option activity for the nine-month period ended October ~~2, 2022:~~1, 2023:

Shares
(in thousands) Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Term (in years) Aggregate
Intrinsic
Value
(in thousands)
Outstanding as of December 31, 2021 7,610 $ 49.38
Granted 1,399 59.79
Exercised (158) 41.83
Forfeited or expired (170) 58.01
Outstanding as of October 2, 2022 8,681 $ 51.03 6.40 $ 22,376
Exercisable as of October 2, 2022 4,335 $ 43.54 5.08 $ 22,334
Options vested or expected to vest as of October 2, 2022 (1) 8,189 $ 50.48 6.27 $ 22,375


	Shares (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2022	8,467	$	51.56
Granted	1,395	47.49
Exercised	(325)	33.87
Forfeited or expired	(562)	57.71
Outstanding as of October 1, 2023	8,975	$	51.19	6.13	$	17,396
Exercisable as of October 1, 2023	5,182	$	47.67	4.67	$	17,378
Options vested or expected to vest as of October 1, 2023 (1)	8,493	$	51.01	5.98	$	17,396

(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.

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

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


		Three-months Ended				Nine-months Ended					Three-months Ended				Nine-months Ended
		October 2, 2022		October 3, 2021		October 2, 2022		October 3, 2021			October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Risk-free rate	Risk-free rate	2.7	%	1.4	%	2.1	%	1.3	%	Risk-free rate	4.1	%	2.7	%	4.0	%	2.1	%
Expected dividend yield	Expected dividend yield	0.54	%	0.28	%	0.44	%	0.27	%	Expected dividend yield	0.57	%	0.54	%	0.59	%	0.44	%
Expected volatility	Expected volatility	37	%	39	%	37	%	39	%	Expected volatility	39	%	37	%	39	%	37	%
Expected term (in years)	Expected term (in years)	6.4		7.1		5.5		6.0		Expected term (in years)	5.9		6.4		4.9		5.5

Risk-free rate

The risk-free rate was based upon a treasury instrument whose term was consistent with the contractual term of the option.

Expected dividend yield

Generally, the current dividend yield is 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 upon 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 values of stock options granted during the three-month and nine-month periods ended October ~~2, 2022~~1, 2023 were ~~$18.81~~$20.55 and ~~$21.40,~~$18.11, respectively, and during the three-month and nine-month periods ended October ~~3, 2021~~2, 2022 were ~~$35.64~~$18.81 and ~~$33.78,~~$21.40, respectively.

The total intrinsic values of stock options exercised for the three-month and nine-month periods ended October ~~2, 2022~~1, 2023 were ~~$516,000~~$557,000 and ~~$3,615,000,~~$6,119,000, respectively, and for the three-month and nine-month periods ended

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

October ~~3, 2021~~2, 2022 were ~~$21,415,000~~$516,000 and ~~$75,363,000,~~$3,615,000, respectively. The total fair values of stock options vested for the three-month and nine-month periods ended October ~~2, 2022~~1, 2023 were ~~$1,159,000~~$962,000 and ~~$27,882,000,~~$33,035,000, respectively, and for the three-month and nine-month periods ended October ~~3, 2021~~2, 2022 were ~~$1,498,000~~$1,159,000 and ~~$38,928,000,~~$27,882,000, respectively.

Restricted Stock Units (RSUs)

The following table summarizes the Company's RSUs activity for the nine-month period ended October ~~2, 2022:~~1, 2023:

Shares
(in thousands) Weighted-Average
Grant Date Fair Value
Nonvested as of December 31, 2021 823 $ 65.26
Granted 691 58.44
Vested (141) 65.33
Forfeited or expired (61) 65.18
Nonvested as of October 2, 2022 1,312 $ 61.67

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~


	Shares (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2022	1,269	$	61.74
Granted	748	46.78
Vested	(500)	59.43
Forfeited or expired	(86)	60.65
Nonvested as of October 1, 2023	1,431	$	54.79

The fair value of RSUs is determined based on the observable market price of the Company's stock on the grant date less the present value of expected future dividends. The weighted-average grant-date fair values of RSUs granted during the three-month and nine-month periods ended October ~~2, 2022~~1, 2023 were ~~$47.12~~$46.17 and ~~$58.44,~~$46.78, respectively, and during the three-month and nine-month periods ended October ~~3, 2021~~2, 2022 were ~~$86.34~~$47.12 and ~~$87.38,~~$58.44, respectively. There were ~~67,000~~18,000 and ~~141,000~~500,000 RSUs that vested during the three-month and nine-month periods ended October ~~2, 2022,~~1, 2023, respectively, and 067,000 and ~~15,000~~141,000 that vested during the three-month and nine-month periods ended October ~~3, 2021,~~2, 2022, respectively.

Performance Restricted Stock Units (PRSUs)

The following table summarizes the Company's PRSUs activity for the nine-month period ended October ~~2, 2022:~~1, 2023:

Shares
(in thousands) Weighted-Average
Grant Date Fair Value
Nonvested as of December 31, 2021 — $ —
Granted 33 62.49
Vested — —
Forfeited or expired — —
Nonvested as of October 2, 2022 33 $ 62.49

~~No PRSUs were granted or vested during the three-month period ended October 2, 2022. No PRSUs were granted or vested during the three-month and nine-month periods ended October 3, 2021.~~


	Shares (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2022	33	$	62.49
Granted	46	44.86
Vested	—	—
Forfeited or expired	—	—
Nonvested as of October 1, 2023	79	$	52.23

The fair value of PRSUs is calculated using the Monte Carlo simulation model to estimate the probability of satisfying the service and market conditions stipulated in the award grant. There were no PRSUs granted during the three-month periods ended October 1, 2023 and October 2, 2022. There were 46,000 and 33,000 PRSUs granted during the nine-month periods ended October 1, 2023 and October 2, 2022, respectively. No PRSUs vested during the three-month and nine-month periods ended October 1, 2023 and October 2, 2022.

Stock-Based Compensation Expense

The Company stratifies its employee population into ~~two~~three groups: one consisting of the CEO, one consisting of senior management, and another consisting of all other employees. The Company currently applies an estimated annual forfeiture rate of 7%0% to all stock-based awards for the CEO, 8% to all stock-based awards for senior management, and a rate of ~~12%~~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 $234,000 in 2023 and an increase to compensation expense of $1,536,000 in ~~2022 and a decrease to compensation expense of $255,000 in 2021.~~2022.

As of October ~~2, 2022,~~1, 2023, total unrecognized compensation expense, net of estimated forfeitures, related to non-vested equity awards, including stock options, RSUs, and PRSUs, was ~~$68,089,000,~~$68,509,000, which is expected to be recognized over a weighted-average period of ~~1.6~~2.0 years.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended October 1, 2023 were $12,365,000 and $1,971,000, respectively, and for the nine-month period ended October 1, 2023 were $41,518,000 and $6,053,000, respectively. The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended October 2, 2022 were $13,366,000 and $2,133,000, respectively, and for the nine-month period ended October 2, 2022 were $41,419,000 and $6,496,000, respectively. The total stock-based compensation expense and the related income tax benefit recognized for the three-month period ended October 3, 2021 were $10,614,000 and $1,637,000, respectively, and for the nine-month period ended October 3, 2021 were $33,353,000 and $5,101,000, respectively. No compensation expense was capitalized as of October ~~2, 2022~~1, 2023 or December 31, ~~2021.~~2022.

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

Three-months Ended Nine-months Ended
October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021
Cost of revenue $ 468 $ 366 $ 1,513 $ 965
Research, development, and engineering 4,209 3,091 12,508 10,158
Selling, general, and administrative 8,689 7,157 27,398 22,230
$ 13,366 $ 10,614 $ 41,419 $ 33,353


	Three-months Ended				Nine-months Ended
	October 1, 2023		October 2, 2022		October 1, 2023		October 2, 2022
Cost of revenue	$	435	$	468	$	1,497	$	1,513
Research, development, and engineering	3,459		4,209		12,657		12,508
Selling, general, and administrative	8,471		8,689		27,364		27,398
	$	12,365	$	13,366	$	41,518	$	41,419

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

NOTE 14: Stock Repurchase Program

On March 12, 2020, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock. ~~As of October 2, 2022,~~Under this March 2020 program, in addition to repurchases made in prior years, the Company repurchased ~~2,737,000~~1,677,000 shares, ~~at a cost of $200,000,000 under this program, including 1,677,000~~and an additional 5,000 shares that were repurchased in 2021 and settled in 2022, at a cost of $117,000,000 during the ~~first quarter of~~nine-month period ended October 2, 2022, which completed purchases under this program. On March 3, 2022, the Company's Board of Directors authorized the repurchase of an additional $500,000,000 of the Company's common stock. ~~During~~Under this March 2022 program, the Company repurchased 1,125,000 shares at a total cost of $61,387,000 during the nine-month period ended October 2, 2022. Under this same March 2022 program, in addition to repurchases made in the prior year, the Company repurchased ~~1,125,000~~1,157,000 shares ~~and an additional 5,000 shares that were repurchased in 2021 and settled in 2022,~~ at a total cost of ~~$61,387,000 under this additional authorization,~~$59,640,000 during the nine-month period ended October 1, 2023, leaving a remaining balance of ~~$438,613,000~~$353,046,000 as of October ~~2, 2022.~~1, 2023. 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.

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 15: Income Taxes

The Company's effective tax rate was 30% and 16% for the three-month and nine-month periods ended October 1, 2023, respectively, and 14% and 16% for the three-month and nine-month periods ended October 2, 2022, ~~respectively, and 11% and 13% for the three-month and nine-month periods ended October 3, 2021,~~ respectively.

The Company recorded a net discrete tax benefit totaling $930,000 and a net discrete tax expense totaling $616,000 for the three-month and nine-month periods ended October 2, 2022, respectively, and net discrete tax benefits totaling $6,262,000 and $12,365,000 for the same periods in 2021.

Discrete tax items for the three-month and nine-month periods ended October 2, 2022 included (1) a decrease in tax expense during the three-month and nine-month periods ended October 2, 2022 of $928,000 and $3,368,000, respectively, arising from the impact of the loss from fire recorded (refer to Note 17), (2) an increase in tax expense of $1,417,000 arising from an Internal Revenue Service (IRS) audit recorded during the three-month period ended April 3, 2022, which was offset by a decrease in tax expense of $2,519,000 related to releases of reserves for income taxes due to the closure of this Internal Revenue Service (IRS) audit during the three-month period ended July 3, 2022, (3) an increase in tax expense of $1,734,000 to establish a full valuation allowance against deferred tax assets related to foreign tax credits during the three-month period ended April 3, 2022, (4) an increase in tax expense of $883,000 and $4,236,000 during the three-month and nine-month periods ended October 2, 2022, respectively, primarily consisting of transfer pricing and return-to-provision adjustments, and (5) a decrease in tax expense of $884,000 during both the three-month and nine-month periods ended October 2, 2022 related to the release of tax reserves due to closed periods.

Discrete tax items for the three-month and nine-month periods ended October 3, 2021 included a decrease in tax expense of $3,250,000 and $9,888,000, respectively, related to stock-based compensation, primarily from the excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises. This impact was not material for the three-month and nine-month periods ended October 2, 2022. The remaining discrete tax benefits for the three-month and nine-month periods ended October 3, 2021 of $3,012,000 and $2,477,000, respectively, consisted of primarily return-to-provision adjustments and the release of tax reserves.

Excluding the impact of these discrete tax items, the Company’s effective tax rate was 16% for both the three-month and nine-month periods ended October 2, 2022, and 18% for both the three-month and nine-month periods ended October 3, 2021.

The Company has defined its major tax jurisdictions as the United States, Ireland, China, and Korea, and within the United States, Massachusetts. The statutory tax rate is 12.5% in Ireland, 25% in China, and 22% in Korea compared to the U.S. federal statutory corporate tax rate of 21%. These foreign tax rate differences resulted in a ~~lower~~net decrease to the effective tax rate for both the three-month and nine-month periods ended October 1, 2023 and October 2, 2022.

The Company recorded a net discrete tax expense totaling $4,035,000 and $840,000 for the three-month and nine-month periods ended October ~~2, 2022 as compared to~~1, 2023, respectively and a net discrete tax benefit totaling $2,000 and a net discrete tax expense totaling $3,984,000 for the same periods in ~~2021~~2022.

Discrete tax items for the nine-month period ended October 1, 2023 included (1) a net decrease in tax expense of $3,043,000 due primarily to the release of tax reserves on state tax credits and foreign audit settlements; (2) a decrease in tax expense of $2,198,000 for adjustments to certain deferred tax assets; (3) an increase in tax expense of $2,178,000 for an adjustment related to deferred state taxes due to ~~more of~~a reduction in the Company's ~~profits being earned~~blended state rate; (4) a net increase in tax expense of $2,134,000 for return-to-provision adjustments; and ~~taxed~~(5) an increase in ~~lower~~ tax ~~jurisdictions. The remaining~~expense of $1,769,000 related to stock-based compensation.

Discrete tax items for the nine-month period ended October 2, 2022 included (1) a net increase in tax expense of $3,822,000 primarily for return-to-provision adjustments; (2) a net decrease in ~~the effective~~ tax ~~rate for the three-month~~expense of $2,461,000 arising primarily from audit settlements and ~~nine-month periods was primarily attributable~~releases of reserves; (3) an increase in tax expense of $2,316,000 to ~~lower state taxes.~~

~~COGNEX CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

establish a reserve against certain deferred tax assets; and (4) an increase in tax expense of $307,000 related to stock-based compensation;

The Company’s reserve for income taxes, including gross interest and penalties, was ~~$12,772,000~~$19,450,000 as of October ~~2, 2022,~~1, 2023, which ~~included $12,204,000~~was classified as a non-current ~~liability and $568,000 recorded as a reduction to non-current deferred tax assets.~~liability. If the Company’s tax positions were sustained or the statutes of limitations related to certain positions expired, these reserves would be released and income tax expense would be reduced in a future period.

Within the United States, the tax years 2019 through ~~2020~~2022 remain open to examination by the IRS, and ~~2017~~2018 through ~~2020~~2022 remain open to examination by various state tax authorities. The tax years ~~2016~~2017 through ~~2021~~2022 remain open to examination by various international taxing authorities in other jurisdictions in which the Company operates. The Company received the Closing Letter for Agreed Income Tax Cases from the IRS and the Company is no longer under audit by the IRS for the tax years 2017 and 2018. The Company is no longer under audit by the Commonwealth of Massachusetts for tax years 2017 and 2018. These audits were completed during the nine-month period ended October 2, 2022 and resulted in no material tax impact to the Company's financial statements.

NOTE 16: Weighted-Average Shares

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

Three-months Ended Nine-months Ended
October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021
Basic weighted-average common shares outstanding 173,256 176,812 173,640 176,572
Effect of dilutive equity awards 1,071 3,530 1,593 3,537
Weighted-average common and common-equivalent shares outstanding 174,327 180,342 175,233 180,109


	Three-months Ended		Nine-months Ended
	October 1, 2023	October 2, 2022	October 1, 2023	October 2, 2022
Basic weighted-average common shares outstanding	172,169	173,256	172,408	173,640
Effect of dilutive equity awards	1,185	1,071	1,251	1,593
Weighted-average common and common-equivalent shares outstanding	173,354	174,327	173,659	175,233

Stock options to purchase ~~6,167,000~~6,893,000 and ~~3,297,000~~6,775,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month and nine-month periods ended October ~~2, 2022,~~1, 2023, respectively, and ~~586,000~~6,167,000 and ~~655,000~~3,297,000 for the same periods in ~~2021,~~2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive. Restricted stock units totaling ~~607,000~~3,000 and ~~26,000~~1,000 shares of common stock, on a weighted-average basis, were outstanding during the three-month and nine-month periods ended October ~~2, 2022,~~1, 2023, respectively, and ~~1,000~~607,000 and 26,000 for ~~both~~ the ~~three-month and nine-month~~same periods in 2021, but were not included in the calculation of dilutive net income per share because they were anti-dilutive. PRSUs totaling 33,000 and 0 shares of common stock, on a weighted-average basis, were outstanding during the three-month and nine-month periods ended October 2, 2022, respectively, but were not included in the calculation of dilutive net income per share because they were anti-dilutive. ~~There~~No PRSUs were ~~no anti-dilutive PRSUs outstanding, on a weighted-average basis, during~~excluded in the calculation of dilutive net income per share for the three-month and nine-month periods ended October ~~3, 2021.~~1, 2023, as PRSUs were not anti-dilutive on a weighted-average basis. PRSUs totaling 33,000 shares of common stock, on a weighted average basis, were outstanding during the three-month period ended October 2,

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2022, but were not included in the calculation of dilutive net income per share because they were anti-dilutive. No PRSUs were excluded in the calculation of dilutive net income per share for the nine-month period ended October 2, 2022 as PRSUs were not anti-dilutive on a weighted-average basis.

NOTE 17: Loss (Recovery) from Fire

On June 7, 2022, the Company’s primary contract manufacturer experienced a fire at its plant in Indonesia. The fire destroyed a significant amount of Cognex-owned consigned inventories, as well as component inventories owned by the contract manufacturer that were designated for Cognex products. There was no significant damage to the Company's production equipment. Since the date of the fire, ~~and through the date of financial statement issuance,~~ the Company has worked with the contract manufacturer to ~~assess the damage,~~ resume production, maintain standards of product quality, and replenish inventories destroyed by the fire. ~~Additionally, beginning last year, the~~The Company has also been working to ramp up an additional contract manufacturer to further mitigate risk, diversify the supply chain, and expand production capacity. ~~We expect this additional contract manufacturer to commence production later in~~

During the ~~year. As a result of the fire,~~nine-month period ended October 2, 2022, the Company recorded a net loss related to the fire of $20,294,000, consisting primarily of losses from inventories and other assets of $47,794,000, ~~in gross losses in 2022,~~ including ~~$44,903,000 during the three-month period ended July 3, 2022 and~~ $2,891,000 during the three-month period ended October 2, ~~2022. Gross~~2022, partially offset by an estimated insurance recovery of $27,500,000. These losses related to $37,643,000 of primarily Cognex-owned inventory that was destroyed or deemed to have a net realizable value of zero, $8,184,000 of primarily prepayments related to Cognex-designated components that were owned byare presented in the ~~contract manufacturer, and $1,967,000 related to deleveraging of costs related to our distribution centers.~~

~~Based~~caption “Loss (recovery) from fire” on the ~~provisions~~Consolidated Statements of Operations. The Company received insurance proceeds of $27,560,000 from the Company's insurance ~~policies,~~carrier in the fourth quarter of 2022, and gross losses ~~have been~~recorded during 2022 related to the fire were further reduced by the proceeds received in excess of the original estimated insurance recovery.

During the nine-month period ended October 1, 2023, the Company recorded recoveries related to the fire of $5,250,000, consisting of $2,500,000 during the three-month period ended July 2, 2023 for proceeds received from the Company's insurance carrier in relation to a business interruption claim and $2,750,000 during the three-month period ended October 1, 2023 for proceeds received as part of a financial settlement for lost inventory and other losses incurred as a result of the fire. The Company expects to receive an additional $2,750,000 by the end of 2023. These recovery amounts are presented in the caption “Loss (recovery) from fire” on the Consolidated Statements of Operations.

As of October 1, 2023 and through the date of financial statement issuance, management does not anticipate additional recoveries other than disclosed.

NOTE 18: Restructuring Charges

On December 7, 2022, the Company acquired all of the outstanding shares of SAC Sirius Advanced Cybernetics GmbH ("SAC"), a leader in computational lighting technology based in Germany. Following its acquisition of SAC, the Company performed restructuring activities to align the cost and operating structure of the acquired business with the Company's business strategy. As of December 31, 2022, the majority of these restructuring actions were completed. No additional charges were recorded during the three-month and nine-month periods ended October 1, 2023, or are expected to be ~~received from~~incurred in future periods in relation to this restructuring plan.

The following table summarizes the activity in the Company’s ~~insurance carrier. The Company has determined that partial recovery of~~restructuring reserve related to these restructuring activities, which is included in “Accrued expenses” on the ~~incurred losses is probable and therefore recorded an insurance recovery of $27,500,000~~Consolidated Balance Sheets (in thousands):


	One-time Termination Benefits		Contract Termination Costs		Total
Balance as of December 31, 2022	$	964	$	75	$	1,039

Cash payments	(973)		(56)		(1,029)


Foreign exchange rate changes	9		1		10
Balance as of October 1, 2023	$	—	$	20	$	20

2324

COGNEX CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

during the three-month period ended July 3, 2022. The insurance receivable is included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets as of October 2, 2022. Gross losses, net of insurance recovery, total $2,891,000 and $20,294,000 for the three-month and nine-month periods ended October 2, 2022, respectively, and are presented in the caption “Loss from fire” on the Consolidated Statements of Operations. Subsequent to the October 2, 2022 balance sheet date, but prior to the date of financial statement issuance, the Company received insurance proceeds of $27,560,000 from the Company's insurance carrier. In the fourth quarter of 2022, the loss from fire will be reduced by the proceeds received in excess of the original estimated insurance recovery recorded of $27,500,000.

As of October 2, 2022 and through the date of financial statement issuance, management cannot yet estimate additional recoveries that could be available from the contract manufacturer. Any future, additional recoveries in excess of recognized losses will be treated as gain contingencies and will be recognized when the gain is realized or realizable. There can be no assurance, however, that the insurance coverage and/or recoveries from the contract manufacturer will be available to cover the losses from the fire.

After considering all the relevant events and circumstances resulting from the fire, management does not believe that the carrying value of the Company exceeds its fair value, or that the carrying amount of the Company’s intangible assets may not be recoverable. As such, no goodwill or intangible asset impairment charges were recorded during 2022 as a result of the fire.

NOTE ~~18:~~19: Subsequent Events

On ~~November 3, 2022,~~October 18, 2023, the Company acquired all of the outstanding shares of Moritex Corporation, a leading global provider of optics components with a strong presence in Japan, for an enterprise value of ¥40 billion, or approximately $270 million based on closing-date foreign exchange rates, in an all-cash transaction. Given the timing of this acquisition, the Company is in the process of completing the purchase price allocation for the consideration paid. Transaction costs incurred to date were not material and were expensed as incurred. The financial results of Moritex Corporation prior to the acquisition date are not material to the consolidated financial results of the Company.

On October 31, 2023, the Company’s Board of Directors declared a cash dividend of ~~$0.07~~$0.075 per share. The dividend is payable on December ~~2, 2022~~1, 2023 to all shareholders of record as of the close of business on November ~~18, 2022.~~17, 2023.

2425

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these forward-looking statements by our use of the words “expects,” “anticipates,” “estimates,” “potential,” “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 integration and expected ~~impact of the fire at our primary contract manufacturer's warehouse on our assets, business and~~ results ~~of operations and related insurance recoveries,~~from acquired businesses, including Moritex Corporation, 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, cost management, capital expenditures, investments, liquidity, dividends and stock repurchases, strategic and growth plans and opportunities (including our "Emerging Customer" sales initiative), 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;~~demand which could result in excess or obsolete inventory and resulting charges; (5) the inability to manage disruptions to our distribution centers or to our key suppliers; (6) the expected impact of the fire at our primary contract manufacturer's plant and related recoveries; (7) 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, or automotive industries; (9) information security breaches; (10) the failure to comply with laws or regulations relating to data privacy or data protection;(11) the inability to protect our proprietary technology and intellectual property; ~~(11)~~(12) the inability to attract and retain skilled employees and maintain our unique corporate culture; ~~(12)~~(13) the inability to keep pace with the rapid rate of technological change and customer demands in the high-technology marketplace, the inability to develop and introduce new products to the market in a successful and timely manner, and the technological obsolescence of current ~~products and the inability to develop new~~ products; ~~(13)~~(14) the failure to properly manage the distribution of products and services, including the management of lead times and delivery dates; ~~(14)~~(15) the impact of competitive pressures; ~~(15)~~(16) the challenges in integrating and achieving expected results from acquired ~~businesses; (16)~~businesses, including Moritex Corporation; (17) potential disruptions in our business systems; ~~(17)~~(18) potential impairment charges with respect to our investments or acquired intangible assets; ~~(18)~~(19) exposure to additional tax ~~liabilities; (19)~~liabilities, increases and fluctuations in our effective tax rate, and other tax matters; (20) fluctuations in foreign currency exchange rates and the use of derivative instruments; ~~(20)~~(21) unfavorable global economic conditions, including increases in interest rates and high inflation rates; ~~(21)~~(22) business disruptions from natural or man-made disasters, such as fire, or public health issues; ~~(22)~~(23) economic, political, and other risks associated with international sales and operations, including the impact of trade disputes with China, the Russia-Ukraine war, ~~in Ukraine;~~ and ~~(23)~~the Israel-Hamas war; (24) exposure to potential liabilities, increased costs, reputational harm, and other adverse effects associated with expectations relating to environmental, social, and governance considerations; (25) stock price volatility; and (26) our involvement in time-consuming and costly ~~litigation.~~litigation or activist shareholder activities. The foregoing list should not be construed as exhaustive and we encourage readers to refer to the detailed discussion of risk factors included in Part I - Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, as updated by Part II - Item 1A of this Quarterly Report on Form 10-Q. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation to subsequently revise forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such statements are made.

Executive Overview

Cognex Corporation is(the “Company”) invents and commercializes technologies that address some of the most critical manufacturing and distribution challenges. We are a leading ~~worldwide~~global provider of machine vision products and solutions that ~~capture~~improve efficiency and ~~analyze visual information~~quality in ~~order to automate manufacturing and distribution tasks where vision is required.~~high-growth potential businesses across attractive industrial end markets. In addition to product revenue derived from the sale of machine vision products, the Company also generates revenue by providing maintenance and support, consulting, and training services to its customers;

however, service revenue accounted for less than 10% of total revenue for all periods presented.

~~Cognex machine~~Machine vision is used ~~to automate manufacturing and distribution processes~~ in a variety of industries where ~~the~~ technology is widely recognized as an important component of automated production, distribution, and quality assurance. Virtually every manufacturer or distributor can achieve better quality and efficiency by using machine ~~vision, and therefore, Cognex products are used by~~vision; thus, our applications have a broad base of customers across a variety of industries, including automotive, logistics, ~~automotive,~~ consumer electronics, medical-related, semiconductor, consumer products, and food and beverage.

Revenue for the third quarter of ~~2022~~2023 totaled ~~$209,622,000,~~$197,241,000, representing a decrease of ~~26%~~6% from the third quarter of ~~2021.~~2022. The decrease was driven primarily by ~~three primary factors: (i)~~ lower revenue from the ~~logistics~~consumer electronics industry ~~as a result of~~due to weaker demand and the ~~slowing~~quarterly timing of large customer projects due to a slowdown in capacity expansion for e-commerce fulfillment; (ii) the impact of the fire on June 7, 2022 at our primary contract manufacturer in Indonesia, which destroyed a large amount of component inventory limiting our ability to fulfill certain orders in the quarter; and (iii) the unfavorable impact of foreign currency exchange rate changes on revenue.deployments. Gross margin as a percentage of revenue was 72% for the third quarter of 2023 as compared to 73% for the third quarter of 2022, ~~compared to 70%~~as the impact of a less favorable revenue mix was partially offset by lower inventory costs.

Operating expenses for the third quarter of ~~2021 due to a more favorable revenue mix, partially offset by the unfavorable effect of currency exchange rates on revenue.~~

~~Operating~~2023 totaled $112,137,000 and were relatively consistent with operating expenses ~~of $112,216,000 were flat~~ for the third quarter of ~~2022 over the prior year.~~2022. On June 7, 2022, our primary ~~third-party~~ contract manufacturer suffered a fire at its Indonesian ~~facility~~plant destroying a large portion of the Company's component ~~inventories. In~~inventories (refer to Note 17 of the consolidated financial statements). Excluding the impact of losses and recoveries related to the fire, operating expenses for the third quarter ~~the Company recorded a loss~~ of $2,891,000 primarily related to the deleveraging of fixed costs of distribution centers and inventory write-offs for products deemed to have a net realizable value of zero as a result of the fire. Excluding this recorded loss from fire, ~~operating expenses were 2% lower~~2023 increased 5% from the third quarter of ~~2021~~ 2022, primarily due ~~primarily~~ to additional headcount and expenses incurred to support our "Emerging Customer" sales initiative, partially offset by lower incentive compensation ~~and~~expenses based on the ~~favorable impact of foreign currency exchange rate changes on expenses, partially offset by additional headcount to support our continued growth plans~~Company's expected performance against relevant full-year goals and ~~salary increases provided to employees related to merit and promotions.~~

~~As a result of the~~ lower revenue ~~level, operating~~levels.

Operating income ~~declined~~decreased to 16% of revenue for the third quarter of 2023 as compared to 19% of revenue for the third quarter of ~~2022 as compared~~2022. Excluding the impact of losses and recoveries related to ~~31%~~the fire, operating income decreased to 14% of revenue for the third quarter of ~~2021. Operating income, excluding the impact of the recorded loss from fire of $2,891,000, was~~2023 as compared to 20% of revenue for the third quarter of ~~2022. Tax expense declined~~2022, primarily as a result of the lower ~~operating income~~revenue levels and continued investment in ~~the third quarter of 2022 as compared to the third quarter of 2021.~~our "Emerging Customer" sales initiative. Net income ~~declined to 16%~~as a percentage of revenue was 10%, or $0.11 per diluted share, for the third quarter of ~~2022 from 28%~~2023, and 16% of revenue, or $0.19 per diluted share, for the third quarter of ~~2021.~~2022.

Results of Operations

As foreign currency exchange rates are a factor in understanding period-to-period comparisons, we believe the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We also use results on a constant-currency basis as one measure to evaluate our performance. Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. We generally refer to such amounts calculated on a constant-currency basis as excluding the impact of foreign currency exchange rate changes. Results on a constant-currency basis are not in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and should be considered in addition to, and not as a substitute for, results prepared in accordance with U.S. GAAP.

Revenue

Revenue decreased by ~~$75,226,000,~~$12,381,000, or ~~26%~~6%, for the three-month period and decreased by ~~$26,376,000,~~$125,780,000, or 3%16%, for the nine-month period as compared to the same periods in ~~2021.~~2022. Changes in foreign currency exchange rates resulted in a lower level of total reported revenue for both the three-month and nine-month periods in ~~2022~~2023 as compared to ~~2021.~~the same periods in 2022. Excluding the impact of foreign currency exchange rate changes, revenue decreased ~~21%~~by 5% for the three-month period and ~~was flat~~decreased by 14% for the nine-month period as compared to the same periods in ~~2021.~~2022.

~~The largest contributors to the revenue decline over the prior year for~~For the three-month ~~and nine-month periods were~~period, the decrease in revenue was driven primarily by lower revenue from the ~~logistics~~consumer electronics industry ~~as a result of~~due to weaker demand and the ~~slowing~~quarterly timing of large customer ~~projects,~~deployments. This decrease was partially offset by increases in revenue from other industries, most notably logistics and automotive. Revenue for the ~~impact~~third quarter of 2022 was negatively impacted by the fire at our primary contract ~~manufacturer~~manufacturer’s plant in Indonesia in June of 2022, which destroyed a large amount of component inventory limiting our ability to fulfill certain ~~orders,~~orders.

For the nine-month period, the decrease in revenue was due primarily to lower spending trends across our factory automation business, most notably in the consumer electronics and semiconductor industries, and the ~~unfavorable~~continued pause in investments by a few large e-commerce logistics customers. Although this trend in logistics was a primary driver of the overall revenue decrease for the nine-month period, logistics revenue for the three-month period was higher than the prior year comparable quarter due to project timing and the negative impact the fire had on revenue across multiple industries, including logistics, specifically for the third quarter of ~~foreign currency exchange rate~~2022.

The following table sets forth our disaggregated revenue information by geographic area based upon the customer's country of domicile (in thousands) for the three-month and nine-month periods ended October 1, 2023 and October 2, 2022 with the dollar and percentage changes onbetween the corresponding periods, and the line item as a percentage of total revenue.


	Three-months Ended										Nine-months Ended
	October 1, 2023			October 2, 2022			$ Change		% Change		October 1, 2023			October 2, 2022			$ Change		% Change
	(unaudited)										(unaudited)
Americas	$	80,156		$	65,847		$	14,309	22	%	$	243,067		$	284,057		$	(40,990)	(14)	%
Percentage of total revenue	41		%	31		%					38		%	37		%
Europe	$	51,827		$	48,930		$	2,897	6	%	$	168,529		$	173,561		$	(5,032)	(3)	%
Percentage of total revenue	26		%	23		%					26		%	23		%
Greater China	$	34,485		$	66,460		$	(31,975)	(48)	%	$	139,837		$	193,481		$	(53,644)	(28)	%
Percentage of total revenue	17		%	32		%					22		%	25		%
Other Asia	$	30,773		$	28,385		$	2,388	8	%	$	89,444		$	115,558		$	(26,114)	(23)	%
Percentage of total revenue	16		%	14		%					14		%	15		%
Total revenue	$	197,241		$	209,622		$	(12,381)	(6)	%	$	640,877		$	766,657		$	(125,780)	(16)	%

Changes in revenue from a geographic perspective were as follows:

•Revenue from customers based in the Americas ~~decreased from the prior year~~increased by ~~42%~~22% for the three-month period and decreased by 14% for the nine-month period as compared to the same periods in ~~2021. The decrease in~~2022. For the three-month period, the increase was driven primarily by higher revenue from the logistics and automotive industries due to the negative impact that the fire had on revenue for these industries during the ~~three-month and~~third quarter of 2022, as well as logistics project timing. For the nine-month ~~periods~~period, the decrease was primarily driven by lower revenue from ~~customers in~~ the logistics industry, ~~due~~mainly attributable to the ~~slowing of~~continued pause in investments by a few large ~~customer projects~~e-commerce customers.

•Revenue from customers based in Europe increased by 6% for the three-month period and decreased by 3% for the nine-month period as compared to the same periods in 2022. Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Europe remained flat for the ~~June fire~~three-month period and decreased by 3% for the nine-month period as compared to the same periods in 2022. For the three-month period, the increase in revenue on ~~inventory levels,~~a U.S. GAAP basis was driven primarily by higher revenue from the automotive industry, partially offset by lower revenue from the consumer electronics industry. For the nine-month period, the decrease in revenue on a U.S. GAAP basis was driven primarily by lower revenue from the logistics and consumer electronics industries, partially offset by increases in revenue from the automotive industry.

•Revenue from customers based in ~~Europe~~Greater China decreased by ~~25%~~48% for the three-month period and 5%decreased by 28% for the nine-month period as compared to the same periods in 2021. Changes in foreign currency exchange rates resulted in a lower level of reported revenue in 2022, as sales denominated in Euros were translated into U.S. Dollars at a lower rate. Excluding the impact of foreign currency exc~~hange rate changes, revenue from customers based in Europe decreased by 13% for the three-month period, due to a decline in revenue from~~

customers in the logistics industry due to the slowing of large customer projects and the impact of the June fire on inventory levels. Excluding the impact of foreign currency exchange rate changes, revenue increased 5% for the nine-month period with broad-based growth across a variety of industries.

•~~Revenue from customers based in Greater China was flat for the three-month period and increased 18% for the nine-month period compared to the same periods in 2021.~~2022. Excluding the impact of foreign currency exchange rate changes, revenue from customers based in Greater China ~~increased 5%~~decreased by 41% for the three-month period and ~~21% for the nine-month period. The increase in the three-month period was led~~decreased by ~~strong growth in consumer electronics revenue, partially offset by the impact of the June fire on inventory levels. The increase in revenue~~22% for the nine-month period ~~came from customers in multiple industries, led by strong growth in consumer electronics.~~

•~~Revenue from other countries in Asia decreased by 29% for the three-month period and was flat for the nine-month period~~as compared to the same periods in ~~2021.~~2022. These decreases in revenue were driven primarily by lower revenue from the consumer electronics industry due to weaker demand, and for the three-month period specifically, the quarterly timing of large customer deployments. Challenging business conditions in China also resulted in broad-based declines in revenue from customers across multiple industries, further contributing to the overall decreases in revenue for the nine-month period.

•Revenue from customers based in other countries in Asia increased by 8% for the three-month period and decreased by 23% for the nine-month period as compared to the same periods in 2022. Excluding the impact of foreign currency exchange rate changes, revenue ~~decreased~~from customers based in other countries in Asia increased by ~~20%~~10% for the three-month period ~~due~~and decreased by 18% for the nine-month period as compared to the same periods in 2022. For the three-month period, the increases were driven by higher revenue from the automotive and logistics industries. For the nine-month period, the decreases resulted from broad-based declines in revenue from customers inacross multiple industries, ~~and~~most notably the impact of the June fire on inventory levels. Excluding the impact of foreign currency exchange rate changes, revenue increased 6% for the nine-month period, as a result of increases in revenue from customers in the automotive and logistics industries.semiconductor industry.

As of the date of this report, we currently expect that revenue for the fourth quarter of 2022 will be significantly higher than the third quarter of 2022. Production has resumed at our primary contract manufacturer in Indonesia and component inventory has returned to more typical levels. We currently expect that revenue for the fourth quarter of 2022 will be roughly flat with the fourth quarter of 2021 as we anticipate that lower spending on large customer projects in the logistics industry and the unfavorable impact of foreign currency exchange rate changes will be offset by broad-based growth in other industries.

Gross Margin

The following table sets forth our gross margin (in thousands) for the three-month and nine-month periods ended October 1, 2023 and October 2, 2022 with the dollar and percentage changes between the corresponding periods, and the line item as a percentage of total revenue.


	Three-months Ended										Nine-months Ended
	October 1, 2023			October 2, 2022			$ Change		% Change		October 1, 2023			October 2, 2022			$ Change		% Change
	(unaudited)										(unaudited)
Gross margin	$	142,774		$	152,239		$	(9,465)	(6)	%	$	466,197		$	552,341		$	(86,144)	(16)	%
Percentage of total revenue	72		%	73		%					73		%	72		%

Gross margin as a percentage of revenue was ~~73%~~72% and ~~72%~~73% for the three-month and nine-month periods in ~~2022~~2023, respectively, as compared to ~~70%~~73% and ~~74%~~72% for the same periods in 2022. Gross margin as a percentage of revenue remained relatively flat for these periods, as the impact of a less favorable revenue mix was offset by lower inventory costs. These lower costs were driven by a reduction in premiums paid to brokers for the purchase of components in response to global supply chain constraints and the replenishment of inventory after the fire at our primary contract manufacturer’s plant in Indonesia in June of 2022.

Operating Expenses

The following table sets forth our operating expenses (in thousands) for the three-month and nine-month periods ~~in 2021, respectively. The increase in~~ended October 1, 2023 and October 2, 2022 with the ~~three-month period was due to a more favorable revenue mix, partially offset by~~dollar and percentage changes between the ~~unfavorable effect of foreign currency exchange rates on revenue. The decrease in~~corresponding periods, and the nine-month period was due to higher prices to purchase inventories, including higher cost of components, due largely to global supply chain constraints, which include broker-buy purchases at higher-than-normal prices, offset slightly by an overall, more favorable revenue mix.

~~As of the date of this report, we currently expect that gross margin~~line item as a percentage of revenue for the fourth quarter of 2022 will be in the low 70% range. The expected gross margin percentage reflects our expectations that higher inventory purchase prices will continue to put pressure on margins throughout and beyond the fourth quarter of 2022 as the cost to replenish inventories destroyed by the June fire includes broker-buy purchases at higher-than-normal prices, which will be expensed as inventory is sold.total revenue.

~~Operating Expenses~~


	Three-months Ended										Nine-months Ended
	October 1, 2023			October 2, 2022			$ Change		% Change		October 1, 2023			October 2, 2022			$ Change		% Change
	(unaudited)										(unaudited)
Research, development, and engineering expenses	$	32,580		$	33,954		$	(1,374)	(4)	%	$	104,707		$	103,999		$	708	1	%
Percentage of total revenue	17		%	16		%					16		%	14		%
Selling, general, and administrative expenses	$	82,307		$	75,371		$	6,936	9	%	$	248,767		$	236,156		$	12,611	5	%
Percentage of total revenue	42		%	36		%					39		%	31		%
Loss (recovery) from fire	$	(2,750)		$	2,891		$	(5,641)	(195)	%	$	(5,250)		$	20,294		$	(25,544)	(126)	%
Percentage of total revenue	(1)		%	1		%					(1)		%	3		%
Total operating expenses	$	112,137		$	112,216		$	(79)	—	%	$	348,224		$	360,449		$	(12,225)	(3)	%
Percentage of total revenue	57		%	54		%					54		%	47		%

Research, Development, and Engineering Expenses

Research, development, and engineering (RD&E) expenses decreased by ~~$522,000,~~$1,374,000, or 2%4%, for the three-month period and increased by ~~$4,116,000,~~$708,000, or 4%1%, for the nine-month period as compared to the same periods in ~~2021 as detailed in~~2022. For both the ~~table below (in thousands).~~

Three-month period Nine-month period
RD&E expenses in 2021 $ 34,476 $ 99,883
Personnel-related costs 2,535 6,117
Stock-based compensation expense 1,282 2,776
Incentive compensation (2,620) (3,997)
Foreign currency exchange rate changes (1,905) (4,063)
Other 186 3,283
RD&E expenses in 2022 $ 33,954 $ 103,999

~~Personnel-related~~three-month and nine-month periods, personnel-related costs increased ~~due to~~as a result of headcount additions to support new product initiatives and ~~salary~~compensation increases provided to employees as part of our annual merit ~~and promotion process. Stock-based compensation expense was~~

~~also higher than~~process, although this increase moderated for the ~~prior year due~~three-month period as headcount levels were realigned to ~~a higher level of stock-based grants at a higher average economic value, as well as~~ the ~~impact of a forfeiture rate true-up that resulted in higher expense.~~

lower business levels. These increases were offset by lower incentive compensation expenses ~~than~~for both the ~~prior year. Relevant~~three-month and nine-month periods based on the Company's expected performance goals for these compensation plans are set at the beginning of each year, with the ability to earn upside if the goals are exceeded. In contrast to the current year, performance goals set for 2021 incentive bonuses were exceeded, resulting in a higher level of bonus expense recorded in 2021. RD&E expenses were also lower than the prior year primarily due to the impact of foreign currency exchange rate changes, as costs denominated in foreign currencies were translated into U.S. Dollars at a lower rate.against relevant full-year goals.

RD&E expenses as a percentage of revenue were 17% and 16% for the three-month and nine-month periods in 2023, respectively, as compared to 16% and 14% for the ~~three-month period and nine-month period, respectively, compared to 12% and 13% for the~~ same periods in ~~2021.~~2022, respectively. We believe that a continued commitment to RD&E activities is essential in order to maintain ~~or achieve~~ product leadership with our existing products and to provide innovative new product offerings, as well as to provide engineering support for large customers. In addition, we consider our ability to accelerate the time to market for new products to be critical to our revenue ~~growth. This quarterly percentage is~~growth and competitive position. These percentages are impacted by revenue levels and investing cycles.

Selling, General, and Administrative Expenses

Selling, general, and administrative (SG&A) expenses ~~decreased~~increased by ~~$1,742,000,~~$6,936,000, or 2%9%, for the three-month period and increased ~~$9,776,000,~~by $12,611,000, or 4%5%, for the nine-month period as compared to the same periods in ~~2021 as detailed in the table below (in thousands).~~

Three-month period Nine-month period
SG&A expenses in 2021 $ 77,113 $ 226,380
Personnel-related costs 5,977 19,814
Stock-based compensation expense 1,708 5,574
Travel expenses 1,675 4,631
Sales demonstration equipment (429) 637
Incentive compensation (6,977) (16,041)
Foreign currency exchange rate changes (4,275) (9,512)
Other 579 4,673
SG&A expenses in 2022 $ 75,371 $ 236,156

~~Personnel-related costs~~2022. SG&A expenses increased due to costs related to our “Emerging Customer” sales initiative, including additional headcount, ~~additions,~~travel expenses, and sales demonstration equipment. We launched this initiative towards the end of 2022 to broaden the reach of our sales force to customers who are relatively new to factory automation and have not fully realized the advantages of machine vision.

Unrelated to our "Emerging Customer" sales initiative, for both the three-month and nine-month periods, we also had higher personnel-related costs resulting primarily ~~for Sales personnel to support the Company's anticipated revenue growth, and salary~~from compensation increases provided to employees ~~given the increasingly competitive job market within certain regions and specialties. In addition to salaries and fringe benefits, these personnel-related~~as part of our annual merit process. Transaction costs ~~included sales commissions and travel expenses~~ related to the ~~additional headcount. Stock-based compensation expense was also higher than~~acquisition of Moritex Corporation (refer to Note 19 of the prior year due to a higher average economic value of stock-based grants, as well as the impact of a forfeiture rate true-up that resulted in higher expense. While travel expenses increased due to the number of sales personnel added, expenses also increased due to a higher level of travel activity as restrictions related to COVID-19 continued to ease. Higher spending on sales demonstration equipment tied to new product launches in the first quarter alsoconsolidated financial statements) further contributed to the ~~year-to-date increase.~~increases to total SG&A expenses.

These increases to total SG&A expenses were partially offset by lower incentive compensation expenses than the prior year, which included sales commissions and incentive bonuses. Relevant performance goals for these plans are set at the beginning of each year, with the ability to earn upside if the goals are exceeded. In contrast to the current year, performance goals set for 2021 incentive bonuses, ~~were exceeded, resulting in a higher level of bonus expense recorded in 2021. SG&A expenses were also lower than the prior year~~ due to lower revenue levels and based on the ~~impact of foreign currency exchange rate changes, as costs denominated in foreign currencies were translated into U.S. Dollars at a lower rate.~~Company's expected performance against relevant full-year goals.

Loss (Recovery) from Fire

On June 7, 2022, the Company’s primary contract manufacturer experienced a fire at its plant in Indonesia. The fire destroyed a significant amount of Cognex-owned consigned inventories, as well as component inventories owned by the contract manufacturer that were designated for Cognex products. There was no significant damage to the Company's production equipment. Since the date of the fire, ~~and continuing through the date of this report,~~ the Company has worked with the contract manufacturer to ~~assess the damage,~~ resume production, maintain standards of product quality, and replenish inventories destroyed by the fire. ~~Additionally, beginning last year, the~~The Company has also been working to ramp up an additional contract manufacturer to further mitigate risk, diversify the supply chain, and expand production capacity. ~~We expect this additional contract manufacturer~~

In the third quarter of 2022, the Company recorded a loss of $2,891,000 primarily related to ~~commence production later in~~ the ~~year. As~~deleveraging of fixed costs of distribution centers and inventory write-offs for products deemed to have a net realizable value of zero as a result of the ~~fire,~~fire. In the

third quarter of 2023, the Company recorded ~~$47,794,000 in gross losses in 2022, including $44,903,000 in the second quarter and $2,891,000 in the third quarter. Gross losses~~a recovery related to ~~$37,643,000~~the fire of ~~Cognex-owned inventories, $8,184,000~~$2,750,000 for proceeds received as part of ~~primarily prepayments related~~a financial settlement for lost inventory and other losses incurred as a result of the fire. The Company expects to ~~Cognex-designated components that were owned~~receive an additional $2,750,000 by the ~~contract manufacturer, and $1,967,000 related to deleveraging~~end of ~~costs related to our distribution centers.~~

Based on the provisions of the Company's insurance policies, the gross losses have been reduced by the estimated insurance proceeds expected to be received from the Company’s insurance carrier. The Company has determined that partial recovery of the incurred losses is probable and therefore recorded an insurance recovery of $27,500,000 in the second quarter of 2022. Gross losses, net of insurance recovery, total $2,891,000 and $20,294,000 for the three-month and nine-month periods ended October 2, 2022, respectively, and are presented in the caption “Loss from fire” on the Consolidated Statements of Operations. Subsequent to the October 2, 2022 balance sheet date, but prior to the date of financial statement issuance, the Company received insurance proceeds of $27,560,000 from the Company's insurance carrier. In the fourth quarter of 2022, the loss from fire will be reduced by the proceeds received in excess of the original estimated insurance recovery recorded of $27,500,000.2023.

As of October ~~2, 2022~~1, 2023 and through the date of financial statement issuance, management ~~cannot yet estimate~~does not anticipate additional recoveries that could be available from the contract manufacturer. Any future, additional recoveries in excess of recognized losses will be treated as gain contingencies and will be recognized when the gain is realized or realizable. There can be no assurance, however, that the insurance coverage and/or recoveries from the contract manufacturer will be available to cover the losses from the fire.other than disclosed.

Non-operating Income (Expense)

The following table sets forth our non-operating income (expense) (in thousands) for the three-month and nine-month periods ended October 1, 2023 and October 2, 2022 with the dollar and percentage changes between the corresponding periods.


	Three-months Ended								Nine-months Ended
	October 1, 2023		October 2, 2022		$ Change		% Change		October 1, 2023		October 2, 2022		$ Change		% Change
	(unaudited)								(unaudited)
Foreign currency gain (loss)	$	(8,699)	$	(1,880)	$	(6,819)	363	%	$	(9,910)	$	(4,367)	$	(5,543)	127	%
Investment income	$	4,891	$	1,416	$	3,475	245	%	$	12,573	$	4,389	$	8,184	186	%
Other income (expense)	$	173	$	(214)	$	387	(181)	%	$	358	$	(450)	$	808	(180)	%
Total non-operating income (expense)	$	(3,635)	$	(678)	$	(2,957)	436	%	$	3,021	$	(428)	$	3,449	(806)	%

The Company recorded foreign currency losses of $8,699,000 and $9,910,000 for the three-month and nine-month periods in 2023, respectively, and $1,880,000 and $4,367,000 for the three-month and nine-month periods in 2022, ~~respectively, compared to~~respectively. In the third quarter of 2023, the Company recorded a foreign currency ~~losses~~loss of ~~$586,000 and $2,233,000 for~~$8,456,000 on the ~~same periods in 2021. Foreign~~settlement of a foreign currency forward contract entered into to hedge the Japanese Yen purchase price of the acquisition of Moritex Corporation (refer to Note 19 of the consolidated financial statements). Remaining foreign currency gains and losses ~~result~~in each period resulted primarily from the revaluation and settlement of assets and liabilities that are denominated in currencies other than the functional currency of the Company, which is the U.S. Dollar, or its subsidiaries.

Investment income ~~decreased $332,000, or 19%,~~ for the three-month ~~period~~ and ~~$636,000, or 13%, for the~~ nine-month ~~period, compared to the same~~ periods in ~~2021.~~2023 was $4,891,000 and $12,573,000, respectively, representing increases of $3,475,000 and $8,184,000, respectively, from the prior comparable periods in 2022. The ~~decrease for the three-month period was~~increases were primarily due ~~primarily~~ to ~~lower investment balances, partially offset by~~ higher yields on the Company's portfolio of debt ~~securities. The decrease in the nine-month period was due~~securities, and to ~~lower~~a lesser extent, higher investment ~~balances and lower yields on the Company's portfolio of debt securities year-to-date.~~balances.

The Company recorded other income of $173,000 and $358,000 for the three-month and nine-month periods in 2023, respectively, compared to other expense of $214,000 and $450,000 for the three-month and nine-month periods in 2022, ~~respectively, compared to $125,000 and $420,000 for the same periods in 2021.~~respectively.

Income Tax Expense ~~(Benefit)~~

The ~~Company's~~following table sets forth income tax information (in thousands) for the three-month and nine-month periods ended October 1, 2023 and October 2, 2022 with the dollar and percentage changes between the corresponding periods.


	Three-months Ended										Nine-months Ended
	October 1, 2023			October 2, 2022			$ Change		% Change		October 1, 2023			October 2, 2022			$ Change		% Change
	(unaudited)										(unaudited)
Income before income tax expense	$	27,002		$	39,345		$	(12,343)	(31)	%	$	120,994		$	191,464		$	(70,470)	(37)	%
Income tax expense	$	8,086		$	5,365		$	2,721	51	%	$	18,989		$	31,250		$	(12,261)	(39)	%
Effective income tax rate	30		%	14		%					16		%	16		%

The Company’s effective tax rate was ~~14%~~30% and 16% for the three-month and nine-month periods ~~ended October 2, 2022,~~in 2023, respectively, and ~~11%~~14% and ~~13%~~16% for the same periods in 2022.

The increase in the effective tax rate from 14% to 30% for the three-month ~~and nine-month periods ended October 3, 2021, respectively.~~

~~The~~period primarily resulted from the impact of discrete tax items. Compared to a net discrete tax benefit recorded for the three-month period in 2022, the Company recorded a net discrete tax ~~benefit totaling $930,000 and a net discrete tax~~ expense ~~totaling $616,000~~ for the three-month period in 2023 primarily driven by return-to-provision adjustments and ~~nine-month periods ended October 2, 2022, respectively, and net discrete tax benefits totaling $6,262,000 and $12,365,000 for the same periods in 2021.~~

Discrete tax items for the three-month and nine-month periods ended October 2, 2022 included (1) a decrease in tax expense during the three-month and nine-month periods ended October 2, 2022 of $928,000 and $3,368,000, respectively, arising from the impact of the loss from fire recorded (refer to Note 17), (2) an increase in tax expense of $1,417,000 arising from an Internal Revenue Service (IRS) audit recorded during the three-month period ended April 3, 2022, which was offset by a decrease in tax expense of $2,519,000adjustment related to ~~releases of reserves for income~~deferred state taxes due to ~~the closure of this Internal Revenue Service (IRS) audit during the three-month period ended July 3, 2022, (3) an increase~~a reduction in tax expense of $1,734,000 to establish a full valuation allowance against deferred tax assets related to foreign tax credits during the three-month period ended April 3, 2022, (4) an increase in tax expense of $883,000 and $4,236,000 during the three-month and nine-month periods ended October 2, 2022, respectively, primarily consisting of transfer pricing and return-to-provision adjustments, and (5) a decrease in tax expense of $884,000 during both the three-month and nine-month periods ended October 2, 2022 related to the release of tax reserves due to closed periods.our blended state rate.

~~recognized for financial reporting purposes from stock option exercises. This impact was not material for the three-month and nine-month periods ended October 2, 2022.~~ The remaining discrete tax benefits for the three-month and nine-month periods ended October 3, 2021 of $3,012,000 and $2,477,000, respectively, consisted of primarily return-to-provision adjustments and the release of tax reserves.

~~Excluding the impact of these discrete items, the Company’s~~ effective tax rate ~~was~~remained at 16% for both the ~~three-month and~~ nine-month periods ~~ended October 2, 2022,~~in 2023 and 18% for both the three-month and nine-month periods ended October 3, 2021. The decrease in the effective tax rate for the three-month and nine-month periods ended October 2, 2022 and October 3, 2021 was due to more of the Company's profits being earned and taxed in lower tax jurisdictions, as well as lower state taxes.

~~The Inflation Reduction Act ("IRA") was enacted into law on August 16,~~ 2022. Included in the IRA was a provision to implement a 15% corporate alternative minimum tax on “adjusted financial statement income” for applicable corporations and a 1% excise tax on repurchases of stock. These provisions are effective for tax years beginning after December 31, 2022. We are in the process of evaluating the provisions of the IRA, but we do not currently believe the IRA will have a material impact on our reported results, cash flows, approach to stock repurchases, or financial position when it becomes effective.

Liquidity and Capital Resources

The Company has historically been able to generate positive cash flow from operations, which has funded its operating activities and other cash requirements and has resulted in an accumulated cash and investment balance of ~~$817,632,000~~$845,639,000 as of October ~~2, 2022.~~1, 2023. The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments ~~that~~to maintain ~~liquidity.~~the liquidity and safety of the investment portfolio.

~~The Company’s~~As of October 1, 2023, the Company's portfolio of debt securities was in a net unrealized loss position of $19,753,000. Although the Company typically holds investments in an unrealized loss position until full value recovery at maturity, if the Company is required to sell debt securities to meet liquidity needs, it may sell these investments at a loss. In preparation for the acquisition of Moritex Corporation (refer to Note 19 of the consolidated financial statements), the Company liquidated certain debt securities in an unrealized loss position and recorded gross realized losses of approximately $733,000 in the third quarter of 2023, and approximately $1,332,000 in the fourth quarter of 2023 prior to the October 18, 2023 purchase date.

Operating activities

Net cash ~~requirements~~provided by operating activities totaled $98,425,000 for the nine-month period in ~~2022 were primarily met with positive~~2023. Significant uses of cash ~~flows from operations,~~for the nine-month period consisted of payments made to build up inventory levels, as well as incentive compensation payments made in the ~~sale~~first quarter that were earned and ~~maturity of investments. Cash requirements consisted of operating~~accrued in 2022.

Investing activities ~~the repurchase of common stock, the payment of dividends, and capital expenditures. Cash flows from operating~~

Net cash provided by investing activities included the purchase of inventories intended to support higher business levels, secure key strategic components to meet customer demand, and carry higher stocking levels to mitigate the Company's exposure to demand changes or supply disruptions. It is expected that payments related to the Company's outstanding inventory purchase orders, which total $81,565,000 as of October 2, 2022 (refer to Note 10), will result in significant cash outflows for inventories through the remainder of the year and thereafter. This is due in part to the Company's efforts to replenish inventories destroyed by the fire on June 7, 2022 at the Company's primary contract manufacturer.

~~Capital expenditures~~totaled $211,768,000 for the nine-month period in ~~2022~~2023. Investing activities included proceeds from the maturities and sales of investments to fund the acquisition of Moritex Corporation. Investing activities also included capital expenditures, which totaled ~~$15,605,000~~$16,062,000 for the nine-month period in 2023 and consisted primarily of ~~computer hardware and software,~~continued investments in business systems related to the Company's sales process, manufacturing test equipment related to new product introductions, and leasehold ~~improvements related to a new distribution center~~improvements.

Financing activities

Net cash used in ~~Southborough, Massachusetts. During~~financing activities totaled $92,573,000 for the ~~first quarter of 2022, the Company placed into service new business systems related to its sales process. The Company expects to continue to make investments~~nine-month period in ~~its business systems intended to improve productivity or provide competitive advantages, although these investments are not expected to be material over the long term.~~2023.

The Company’s Board of Directors declared and paid cash dividends of ~~$0.065~~$0.070 per share for the first, second, and third quarters of ~~2022,~~2023, totaling ~~$33,837,000.~~$36,209,000. 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.

Future Cash Requirements

The Company's future material cash requirements include contractual obligations related to inventory purchase commitments and leases. As of October 1, 2023, the Company ~~believes~~had inventory purchase commitments of $70,635,000, with the majority payable in the next twelve months, and lease payment obligations of $105,441,000, with $11,255,000 payable in the next twelve months.

Other significant and/or expected cash outlays for 2023 are as follows:

•On October 18, 2023, the Company acquired all of the outstanding shares of Moritex Corporation, a leading global provider of optics components with a strong presence in Japan, for an enterprise value of ¥40 billion, or approximately $270 million based on closing-date foreign exchange rates, in an all-cash transaction. The payment related to this acquisition was made in full during the fourth quarter of 2023.

•On October 16, 2019, the Company acquired all the outstanding shares of Sualab Co., Ltd., a provider of deep learning-based vision software for industrial image analysis based in Korea. The total consideration for the acquisition included deferred payments of $24,040,000 contingent on the continued employment of key talent that had been accrued over the term of employment. These payments were made in full during the fourth quarter of 2023.

•For the remainder of 2023, we expect significant cash outlays related to the Company's "Emerging Customer" sales initiative as we continue to grow our sales force in order to reach customers who may not be utilizing machine vision to its full potential.

We believe that the Company's existing cash and investment balances, together with cash flow from operations, will be sufficient to meet its operating, investing, and financing activities for the next twelve months. In addition, the Company has no long-term debt. We believe that our ~~strong cash position~~balance sheet condition has put us in a ~~relatively good~~strong position with respect to anticipated longer-term liquidity needs.

New Pronouncements

Refer to Part I - Note 2 within this Form 10-Q, for a full description of recently issued accounting pronouncements including the expected dates of adoption and the expected impact on the financial position and results of operations of the Company.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the Company’s exposures to market risk since December 31, ~~2021.~~2022.

ITEM 4: CONTROLS AND PROCEDURES

As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that such disclosure controls and procedures were effective as of that date. From time to time, the Company reviews its disclosure controls and procedures, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

There was no change in the Company's internal control over financial reporting that occurred during the quarter ended October ~~2, 2022~~1, 2023 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

3133

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

For a list of factors that could affect the Company’s business, results of operations, and financial condition, see the risk factors discussion provided in Part I—Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021. The following information updates, and should be read in conjunction with, Part I - Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.~~2022.

Our primary contract manufacturer experienced a fire at its plant in Indonesia at which Cognex products are manufactured and inventory is stored, which has had, and may continue to have, a negative impact on our business and results of operations.

On June 7, 2022, our primary contract manufacturer experienced a fire at its plant in Indonesia. The fire destroyed a significant amount of Cognex-owned consigned inventories as well as component inventories owned by the contract manufacturer that were designated for Cognex products. Since the date of the fire and continuing through the date of this report, we have worked with the contract manufacturer to assess the damage, resume production, and replenish inventories destroyed by the fire. We also have been working to ramp up an additional contract manufacturer to further mitigate risk, diversify supply chain, and expand production capacity. We expect this additional contract manufacturer to commence production later in the year, although no assurances can be made in this regard.

Our inability to manufacture and deliver quality product in a timely manner to our customers as a result of the fire could result in delayed shipments, loss of sales and/or customer dissatisfaction, any of which could adversely impact our business, financial condition or results of operations. Delays in customer orders also would result in delayed revenue recognition which could impact our operating results in a particular quarter. We cannot predict the extent to which orders may be delayed or sales may be lost. In addition, our efforts to replenish the inventory lost in the fire may include purchases at higher-than-normal prices to increase speed to production, which would put pressure on our operating margins. We also can provide no assurance that insurance coverage and/or recoveries from the contract manufacturer will be available to cover our losses from the fire. Our assessment of the impact of the fire on our business remains ongoing as of the date of this report and, as a result, we cannot predict the full extent of the impact that the fire may have on our business, results of operations and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information with respect to purchases by the Company of shares of its common stock during the three-month period ended October ~~2, 2022:~~1, 2023:

Total
Number
of Shares
Purchased Average
Price Paid
per Share Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1) Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (1)
July 4, 2022 - July 31, 2022 — $ — — $ 462,683,000
August 1, 2022 - August 28, 2022 211,000 46.75 211,000 452,827,000
August 29, 2022 - October 2, 2022 329,000 43.20 329,000 438,613,000
Total 540,000 $ 44.58 540,000 $ 438,613,000


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 3, 2023 - July 30, 2023	144,000	$	56.00	144,000	$	355,464,000
July 31, 2023 - August 27, 2023	47,000	52.09		47,000	353,046,000
August 28, 2023 - October 1, 2023	—	—		—	—
Total	191,000	$	55.05	191,000	$	353,046,000

(1) On March 3, 2022, the Company's Board of Directors authorized the repurchase of an additional $500,000,000 of the Company's common stock. Purchases under this program commenced in March 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~

During the three-month period ended October 1, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

3334

ITEM 6. EXHIBITS


Exhibit Number
3.1						Amended and Restated By-laws of Cognex Corporation, effective August 2, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, as filed with the SEC on August 3, 2023)
31.1						Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
31.2						Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
32.1						Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2						Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.SCH						Inline XBRL Taxonomy Extension Schema Document*
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document*
104						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
*						Filed herewith
**						Furnished herewith

3435

SIGNATURES

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

Date:

~~November 3, 2022~~October 31, 2023

COGNEX CORPORATION

By:

/s/ Robert J. Willett

Robert J. Willett

President and Chief Executive Officer

(Principal Executive Officer)

By:

/s/ Paul D. Todgham

Paul D. Todgham

Senior Vice President of Finance and Chief Financial Officer

(Principal Financial Officer)

3536


	Shares (in thousands)	Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2021	823	$	65.26
Granted	691	58.44
Vested	(141)	65.33
Forfeited or expired	(61)	65.18
Nonvested as of October 2, 2022	1,312	$	61.67


	Three-month period		Nine-month period
RD&E expenses in 2021	$	34,476	$	99,883
Personnel-related costs	2,535		6,117
Stock-based compensation expense	1,282		2,776
Incentive compensation	(2,620)		(3,997)
Foreign currency exchange rate changes	(1,905)		(4,063)
Other	186		3,283
RD&E expenses in 2022	$	33,954	$	103,999


	Three-month period		Nine-month period
SG&A expenses in 2021	$	77,113	$	226,380
Personnel-related costs	5,977		19,814
Stock-based compensation expense	1,708		5,574
Travel expenses	1,675		4,631
Sales demonstration equipment	(429)		637
Incentive compensation	(6,977)		(16,041)
Foreign currency exchange rate changes	(4,275)		(9,512)
Other	579		4,673
SG&A expenses in 2022	$	75,371	$	236,156