e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|
|
|
þ |
|
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended October 4, 2009 or |
|
|
|
o |
|
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)
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.
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
As of October 4, 2009, there were 39,661,563 shares of Common Stock, $.002 par value, of the
registrant outstanding.
INDEX
|
|
|
|
|
|
|
PART I
|
|
FINANCIAL INFORMATION
|
|
|
1 |
|
|
|
|
|
|
|
|
Item 1.
|
|
Financial Statements
|
|
|
1 |
|
|
|
Consolidated Statements of Operations for the three-month and
nine-month periods ended October 4, 2009 and September 28, 2008
|
|
|
1 |
|
|
|
Consolidated Balance Sheets as of October 4, 2009 and December 31,
2008
|
|
|
2 |
|
|
|
Consolidated Statement of Shareholders Equity for the nine-month
period ended October 4, 2009
|
|
|
3 |
|
|
|
Consolidated Condensed Statements of Cash Flows for the nine-month
periods ended October 4, 2009 and September 28, 2008
|
|
|
4 |
|
|
|
Notes to Consolidated Financial Statements (interim periods unaudited)
|
|
|
5 |
|
|
|
|
|
|
|
|
Item 2.
|
|
Managements Discussion and Analysis of Financial Condition and
Results of Operations |
|
|
23 |
|
|
|
|
|
|
|
|
Item 3.
|
|
Quantitative and Qualitative Disclosures About Market Risk |
|
|
33 |
|
|
|
|
|
|
|
|
Item 4.
|
|
Controls and Procedures |
|
|
33 |
|
|
|
|
|
|
|
|
PART II
|
|
OTHER INFORMATION |
|
|
34 |
|
|
|
|
|
|
|
|
Item 1.
|
|
Legal Proceedings |
|
|
34 |
|
|
|
|
|
|
|
|
Item 1A.
|
|
Risk Factors |
|
|
34 |
|
|
|
|
|
|
|
|
Item 2.
|
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
|
35 |
|
|
|
|
|
|
|
|
Item 3.
|
|
Defaults Upon Senior Securities |
|
|
35 |
|
|
|
|
|
|
|
|
Item 4.
|
|
Submission of Matters to a Vote of Security Holders |
|
|
35 |
|
|
|
|
|
|
|
|
Item 5.
|
|
Other Information |
|
|
35 |
|
|
|
|
|
|
|
|
Item 6.
|
|
Exhibits |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
Signatures |
|
|
36 |
|
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 |
|
|
|
October 4, |
|
|
September 28, |
|
|
October 4, |
|
|
September 28, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
37,429 |
|
|
$ |
58,300 |
|
|
$ |
112,185 |
|
|
$ |
175,699 |
|
Service |
|
|
3,749 |
|
|
|
4,956 |
|
|
|
12,248 |
|
|
|
15,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,178 |
|
|
|
63,256 |
|
|
|
124,433 |
|
|
|
190,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
9,589 |
|
|
|
14,327 |
|
|
|
31,893 |
|
|
|
44,401 |
|
Service |
|
|
2,449 |
|
|
|
3,081 |
|
|
|
8,585 |
|
|
|
9,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,038 |
|
|
|
17,408 |
|
|
|
40,478 |
|
|
|
53,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
27,840 |
|
|
|
43,973 |
|
|
|
80,292 |
|
|
|
131,298 |
|
Service |
|
|
1,300 |
|
|
|
1,875 |
|
|
|
3,663 |
|
|
|
6,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,140 |
|
|
|
45,848 |
|
|
|
83,955 |
|
|
|
137,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research, development, and engineering expenses |
|
|
6,756 |
|
|
|
9,073 |
|
|
|
23,295 |
|
|
|
27,292 |
|
Selling, general, and administrative expenses |
|
|
21,281 |
|
|
|
28,788 |
|
|
|
69,826 |
|
|
|
83,362 |
|
Restructuring charges (Note 14) |
|
|
223 |
|
|
|
|
|
|
|
4,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
880 |
|
|
|
7,987 |
|
|
|
(13,424 |
) |
|
|
26,716 |
|
|
Foreign currency gain (loss) |
|
|
1 |
|
|
|
327 |
|
|
|
(813 |
) |
|
|
798 |
|
Investment income |
|
|
419 |
|
|
|
1,875 |
|
|
|
1,875 |
|
|
|
5,609 |
|
Other income (expense) |
|
|
(158 |
) |
|
|
(45 |
) |
|
|
1,517 |
|
|
|
339 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations before income tax expense
(benefit) |
|
|
1,142 |
|
|
|
10,144 |
|
|
|
(10,845 |
) |
|
|
33,462 |
|
Income tax expense (benefit) on continuing operations |
|
|
(3,359 |
) |
|
|
(1,189 |
) |
|
|
(5,517 |
) |
|
|
4,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
|
4,501 |
|
|
|
11,333 |
|
|
|
(5,328 |
) |
|
|
28,685 |
|
Loss from operations of discontinued business, net
of tax (Note 17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,224 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
4,501 |
|
|
$ |
11,333 |
|
|
$ |
(5,328 |
) |
|
$ |
25,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per weighted-average
common and common-equivalent share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.11 |
|
|
$ |
0.27 |
|
|
$ |
(0.13 |
) |
|
$ |
0.68 |
|
Loss from discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
0.11 |
|
|
$ |
0.27 |
|
|
$ |
(0.13 |
) |
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per weighted-average
common and common-equivalent share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
0.11 |
|
|
$ |
0.27 |
|
|
$ |
(0.13 |
) |
|
$ |
0.68 |
|
Loss from discontinued operations |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
0.11 |
|
|
$ |
0.27 |
|
|
$ |
(0.13 |
) |
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common and common-equivalent
shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
39,662 |
|
|
|
41,347 |
|
|
|
39,658 |
|
|
|
42,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
39,666 |
|
|
|
41,462 |
|
|
|
39,658 |
|
|
|
42,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per common share |
|
$ |
0.050 |
|
|
$ |
0.150 |
|
|
$ |
0.250 |
|
|
$ |
0.320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
1
COGNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
October 4 |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
127,162 |
|
|
$ |
127,138 |
|
Short-term investments |
|
|
55,527 |
|
|
|
52,559 |
|
Accounts receivable, less reserves of
$1,390 and $1,290 in 2009 and 2008,
respectively |
|
|
25,246 |
|
|
|
30,510 |
|
Inventories |
|
|
20,925 |
|
|
|
25,063 |
|
Deferred income taxes |
|
|
12,253 |
|
|
|
10,231 |
|
Prepaid expenses and other current assets |
|
|
13,013 |
|
|
|
18,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
254,126 |
|
|
|
264,424 |
|
|
|
|
|
|
|
|
|
|
Long-term investments |
|
|
23,226 |
|
|
|
41,389 |
|
Property, plant, and equipment, net |
|
|
28,959 |
|
|
|
27,764 |
|
Deferred income taxes |
|
|
18,163 |
|
|
|
17,673 |
|
Intangible assets, net |
|
|
29,604 |
|
|
|
31,278 |
|
Goodwill |
|
|
82,739 |
|
|
|
80,765 |
|
Other assets |
|
|
10,080 |
|
|
|
10,754 |
|
|
|
|
|
|
|
|
|
|
|
$ |
446,897 |
|
|
$ |
474,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
4,851 |
|
|
$ |
6,780 |
|
Accrued expenses |
|
|
16,079 |
|
|
|
21,855 |
|
Accrued income taxes |
|
|
462 |
|
|
|
2,986 |
|
Deferred revenue and customer deposits |
|
|
10,858 |
|
|
|
19,429 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
32,250 |
|
|
|
51,050 |
|
|
|
|
|
|
|
|
|
|
Reserve for income taxes |
|
|
6,327 |
|
|
|
9,922 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Common stock, $.002 par value |
|
|
|
|
|
|
|
|
Authorized: 140,000 shares, issued: 39,662
and 39,655 shares in 2009 and 2008,
respectively |
|
|
79 |
|
|
|
79 |
|
Additional paid-in capital |
|
|
77,981 |
|
|
|
73,280 |
|
Retained earnings |
|
|
329,983 |
|
|
|
345,225 |
|
Accumulated other comprehensive income (loss) |
|
|
277 |
|
|
|
(5,509 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
408,320 |
|
|
|
413,075 |
|
|
|
|
|
|
|
|
|
|
$ |
446,897 |
|
|
$ |
474,047 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
2
COGNEX CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
Accumulated
Other |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
Comprehensive |
|
|
Total Shareholders |
|
|
|
Shares |
|
|
Par Value |
|
|
Capital |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Income |
|
|
Equity |
|
Balance as of December 31, 2008 |
|
|
39,655 |
|
|
$ |
79 |
|
|
$ |
73,280 |
|
|
$ |
345,225 |
|
|
$ |
(5,509 |
) |
|
|
|
|
|
$ |
413,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock under
stock purchase plans |
|
|
7 |
|
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80 |
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
5,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,088 |
|
Excess tax benefit from stock
option exercises |
|
|
|
|
|
|
|
|
|
|
(467 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(467 |
) |
Payment of dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,914 |
) |
|
|
|
|
|
|
|
|
|
|
(9,914 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,328 |
) |
|
|
|
|
|
$ |
(5,328 |
) |
|
|
(5,328 |
) |
Net unrealized loss on
available-for-sale investments,
net of tax of $53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(91 |
) |
|
|
(91 |
) |
|
|
(91 |
) |
Foreign currency translation
adjustment, net of tax expense of
$364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,877 |
|
|
$ |
5,877 |
|
|
|
5,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 (unaudited) |
|
|
39,662 |
|
|
$ |
79 |
|
|
$ |
77,981 |
|
|
$ |
329,983 |
|
|
$ |
277 |
|
|
|
|
|
|
$ |
408,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
3
COGNEX CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine-months Ended |
|
|
|
October 4 |
|
|
September 28, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(unaudited) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(5,328 |
) |
|
$ |
25,461 |
|
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Impairment loss related to discontinued business (Note 17) |
|
|
|
|
|
|
2,987 |
|
Intangible asset impairment charge (Note 6) |
|
|
1,000 |
|
|
|
1,500 |
|
Stock-based compensation expense |
|
|
5,088 |
|
|
|
7,312 |
|
Depreciation and amortization |
|
|
8,269 |
|
|
|
8,784 |
|
Provision for excess and obsolete inventory |
|
|
3,033 |
|
|
|
1,772 |
|
Tax effect of stock option exercises |
|
|
467 |
|
|
|
(1,681 |
) |
Deferred income tax |
|
|
(2,651 |
) |
|
|
844 |
|
Change in operating assets and liabilities |
|
|
(9,456 |
) |
|
|
(8,236 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
422 |
|
|
|
38,743 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of investments |
|
|
(24,045 |
) |
|
|
(88,141 |
) |
Maturity and sale of investments |
|
|
37,970 |
|
|
|
139,535 |
|
Purchase of property, plant, and equipment |
|
|
(4,512 |
) |
|
|
(4,244 |
) |
Cash paid for business acquisition (Note 18) |
|
|
(4,500 |
) |
|
|
(1,000 |
) |
Cash deposit related to discontinued business (Note 17) |
|
|
|
|
|
|
2,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
4,913 |
|
|
|
48,947 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock under stock option/purchase plans |
|
|
80 |
|
|
|
14,244 |
|
Repurchase of common stock |
|
|
|
|
|
|
(68,418 |
) |
Payment of dividends |
|
|
(9,914 |
) |
|
|
(13,342 |
) |
Tax effect of stock option exercises |
|
|
(467 |
) |
|
|
1,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(10,301 |
) |
|
|
(65,835 |
) |
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash |
|
|
4,990 |
|
|
|
(905 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
24 |
|
|
|
20,950 |
|
Cash and cash equivalents at beginning of period |
|
|
127,138 |
|
|
|
104,144 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
127,162 |
|
|
$ |
125,094 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
4
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. Reference should be made to the consolidated financial statements
and related notes included in the Companys Annual Report on Form 10-K for the year ended December
31, 2008.
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, restructuring charges (Note 14), business acquisitions and dispositions
(Notes 18 and 17, respectively), and intangible asset impairment charges (Note 6), necessary to
present fairly the Companys financial position as of October 4, 2009 and the results of its
operations for the three-month and nine-month periods ended October 4, 2009 and September 28, 2008,
and changes in shareholders equity 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 4, 2009 are not necessarily indicative of the results to be
expected for the full year.
The Company has evaluated and disclosed subsequent events through the date of this filing.
NOTE 2: New Pronouncements
Accounting Standards Update (ASU) 2009-13, Multiple Deliverable Revenue Arrangements a
consensus of the FASB Emerging Issues Task Force
In September 2009, ASU 2009-13 was released. The ASU updates the Codification to modify the
requirements for determining whether a deliverable in a multiple-deliverable revenue arrangement
can be treated as a separate unit of accounting. ASU 2009-13 removes the criteria that there be
objective and reliable evidence of fair value of the undelivered item(s) and requires the vendor to
use its best estimate of the selling price of the deliverables to allocate arrangement
consideration when vendor-specific or third-party evidence cannot be determined. The residual
method of allocating arrangement consideration is no longer permitted. By providing another
alternative for determining the selling price of the deliverables, this standard allows companies
to allocate revenue in multiple-deliverable arrangements in a manner that better reflects the
transactions economics and will often result in earlier revenue recognition. ASU 2009-13 is
effective for revenue arrangements entered into or materially modified in fiscal years beginning on
or after June 15, 2010; however, early application is permitted as of the beginning of a fiscal
year. Management is in the process of evaluating the impact of this
update and whether early
adoption will be elected.
Accounting Standards Update (ASU) 2009-14, Certain Revenue Arrangements That Include Software
Elements a consensus of the FASB Emerging Issues Task Force
In September 2009, ASU 2009-14 was released. The ASU updates the Codification to remove from the
scope of Statement of Position (SOP) 97-2 tangible products containing software components and
non-software components that function together to deliver the products essential functionality.
Revenue recognition for transactions that meet this definition would be similar to that for other
tangible products, and ASU 2009-13 (as described above) would be applicable for
multiple-deliverable revenue arrangements. ASU 2009-14 is effective for fiscal years beginning on
or after June 15, 2010; however, early application is permitted as of the beginning of a fiscal
year. Management is in the process of evaluating the impact of this update and whether early
adoption will be elected.
Accounting Standards Update (ASU) 2009-12, Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)
In September 2009, ASU 2009-12 was released. The ASU updates the Codification to provide
additional guidance on how companies should measure the fair value of certain alternative
investments such as hedge funds, private equity funds, and venture capital funds. The guidance
allows companies to determine the fair value of such investments using Net Asset Value as a
practical expedient, unless it is probable the
5
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2: New Pronouncements (continued)
investment will be sold at something other than Net Asset Value. The ASU also requires new
disclosures for each major category of alternative investments including the nature of restrictions
on investors ability to redeem its investment, any unfunded commitments, and the investment
strategies of investees. ASU 2009-12 is effective for the first annual or interim reporting period
ending after December 15, 2009; however early application is permitted. Management is in the
process of evaluating the impact of this update.
NOTE 3: Fair Value Measurements
The Company adopted the fair value measure requirements of Accounting Standards Codification (ASC)
820-10, Fair Value Measurements and Disclosure on January 1, 2008 for financial assets and
liabilities and on January 1, 2009 for non-financial assets and liabilities. This standard defines
fair value, establishes a framework for measuring fair value, and expands disclosures about fair
value measurements.
The Company applies the three-level valuation hierarchy for fair value measurements as prescribed
by ASC 820-10. The categorization of assets and liabilities within the valuation hierarchy is
based upon the lowest level of input that is significant to the measurement of fair value. Level 1
inputs to the valuation methodology utilize unadjusted quoted market prices in active markets for
identical assets and liabilities. Level 2 inputs to the valuation methodology are other observable
inputs, including quoted market prices for similar assets and liabilities, quoted prices for
identical and similar assets and liabilities in the markets that are not active, or other inputs
that are observable or can be corroborated by observable market data. Level 3 inputs to the
valuation methodology are unobservable inputs based upon managements best estimate of the inputs
that market participants would use in pricing the asset or liability at the measurement date,
including assumptions about risk.
NOTE 4: Cash, Cash Equivalents, and Investments
Cash, cash equivalents, and investments consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 4, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
127,162 |
|
|
$ |
124,339 |
|
Cash equivalents |
|
|
|
|
|
|
2,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
127,162 |
|
|
$ |
127,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds |
|
|
55,527 |
|
|
|
52,559 |
|
|
|
|
|
|
|
|
Short-term investments |
|
$ |
55,527 |
|
|
$ |
52,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds |
|
|
15,758 |
|
|
|
33,921 |
|
Limited partnership interest (accounted for using cost method) |
|
|
7,468 |
|
|
|
7,468 |
|
|
|
|
|
|
|
|
Long-term investments |
|
$ |
23,226 |
|
|
$ |
41,389 |
|
|
|
|
|
|
|
|
|
|
$ |
205,915 |
|
|
$ |
221,086 |
|
|
|
|
|
|
|
|
The following table presents the Companys fair value hierarchy for its municipal bond investments
as of October 4, 2009 (in thousands):
|
|
|
|
|
|
|
Significant Other |
|
|
|
Observable
|
|
|
|
Inputs (Level 2) |
|
Municipal bond investments |
|
$ |
71,285 |
|
|
|
|
|
The Companys municipal bond investments are reported at fair value based upon 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, and are therefore classified
as Level 2 investments. In prior
6
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4: Cash, Cash Equivalents, and Investments (continued)
periods, the Company held level 3 investments related to student loan auction rate securities. At
December 31, 2008, the Company had been unable to corroborate the fair value with observable market
data, and therefore, classified these investments as long-term on the Consolidated Balance Sheets.
During the first quarter of 2009, the Company recorded a $400,000 unrealized loss on these
investments. This loss was determined to be temporary, and therefore, was included in Accumulated
other comprehensive loss on the Consolidated Balance Sheets as of April 5, 2009. In May 2009, the
Company sold these investments for their par value plus all outstanding interest.
The changes in the Level 3 municipal bond investments were as follows (in thousands):
|
|
|
|
|
Balance as of December 31, 2008 |
|
$ |
2,000 |
|
Unrealized loss recorded in the first quarter of 2009 |
|
|
(400 |
) |
Reversal of unrealized loss due to sale of investments in the second quarter of 2009 |
|
|
400 |
|
Sale of investments in the second quarter of 2009 |
|
|
(2,000 |
) |
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
|
|
|
|
|
|
The Companys limited partnership interest is accounted for using the cost method. Management
monitors the carrying value of this investment compared to its fair value to determine if an
other-than-temporary impairment has occurred. If a decline in fair value is considered to be
other-than-temporary, an impairment charge would be recorded to reduce the carrying value of the
asset to its fair value. Therefore, these assets are measured at fair value on a non-recurring
basis. The fair value of this investment is based upon valuations of the partnerships investments
as determined by the General Partner. Management understands that the portfolio consists of
securities of public and private companies, and consequently, inputs used in the fair value
calculation are classified as Level 3. There has not been a change to the carrying amount of this
investment during the nine-month period ended October 4, 2009. However, management continues to
monitor market conditions. Changes in market conditions could result in an impairment of this
investment in a future period.
NOTE 5: Inventories
Inventories consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 4, |
|
|
December 31, |
|
|
|
2009 |
|
|
2008 |
|
Raw materials |
|
$ |
11,957 |
|
|
$ |
14,722 |
|
Work-in-process |
|
|
1,356 |
|
|
|
976 |
|
Finished goods |
|
|
7,612 |
|
|
|
9,365 |
|
|
|
|
|
|
|
|
|
|
|
$ |
20,925 |
|
|
$ |
25,063 |
|
|
|
|
|
|
|
|
NOTE 6: Intangible Assets and Goodwill
In March 2003, the Company acquired the wafer identification business of Siemens Dematic AG, a
subsidiary of Siemens AG and leading supplier of wafer identification systems to semiconductor
manufacturers in Europe. A portion of the purchase price was allocated to an intangible asset for
relationships with a group of customers (Siemens Customer Relationships) reported under the MVSD
segment. In the first quarter of 2009, the Companys wafer identification business decreased
dramatically from the levels experienced in 2008 and it became apparent that a recovery was
unlikely to happen before the end of the year. Although the Companys wafer identification
business began to decline in the second half of 2008, the Company previously believed this business
would recover during 2009 based upon industry information, as well as input from the Companys
sales force. In accordance with Accounting Standards Codification (ASC) 350-30, Intangibles
Goodwill and Other, the Company determined that this significant decrease in business in the first
quarter of 2009 was a triggering event that required the Company to perform an impairment test of
the Siemens Customer Relationships. The Company estimated the fair value of the Siemens Customer
Relationships
7
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6: Intangible Assets and Goodwill (continued)
using the income approach on a discounted cash flow basis. The fair value test indicated the
Siemens Customer Relationships had a fair value of $300,000 as of April 5, 2009 compared to a
carrying value of $1,300,000 which resulted in an impairment charge of $1,000,000, which was
included in Selling, general, and administrative expenses on the Consolidated Statements of
Operations. The Company is amortizing the remaining $300,000 asset over its estimated remaining
life of two years on a straight-line basis.
The following table presents the Companys fair value hierarchy for the Siemens Customer
Relationships as of April 5, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
Unobservable |
|
|
|
|
|
|
|
|
|
Inputs (Level 3) |
|
|
Total |
|
|
Total Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Siemens Customer Relationships |
|
$ |
300 |
|
|
$ |
300 |
|
|
$ |
(1,000 |
) |
|
|
|
|
|
|
|
|
|
|
The significant inputs in the discounted cash flow analysis included an estimate of revenue streams
from the customers obtained in the acquisition and estimates of expenses attributable to the
revenue stream. The estimate of revenue streams from the customers obtained in the acquisition was
based upon actual revenue streams from these customers in the first quarter of 2009, as well as
input from the Companys sales and marketing personnel who interact with these customers.
Estimates of expenses attributable to the revenue stream were based upon the Companys historical
expense levels. The discount factor used in the discounted cash flow analysis was not a
significant input to the analysis due to the short time frame of the revenue stream.
In May 2005, the Company acquired all of the outstanding shares of DVT Corporation, a provider of
low-cost, easy-to-use vision sensors. A portion of the purchase price was allocated to an
intangible asset for relationships with a group of original equipment manufacturers (DVT OEM
Customer Relationships) reported under the MVSD segment. In the third quarter of 2008, the Company
was notified by a significant OEM customer of its plans to discontinue its relationship with the
Company. In accordance with ASC 350-30, Intangibles Goodwill and Other, the Company
determined the loss of this customer was a triggering event that required the Company to perform
an impairment test of the DVT OEM Customer Relationships. The Company estimated the fair value of
the DVT OEM Customer Relationships using the income approach on a discounted cash flow basis. The
fair value test indicated the DVT OEM Customer Relationships had a fair value of $1,900,000 as of
September 28, 2008 compared to a carrying value of $3,400,000 resulting in an impairment charge of
$1,500,000, which was included in Selling, general, and administrative expenses on the
Consolidated Statements of Operations.
The following table presents the Companys fair value hierarchy for the DVT OEM Customer
Relationships as of September 28, 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
|
|
Unobservable |
|
|
|
|
|
|
|
|
|
Inputs (Level 3) |
|
|
Total |
|
|
Total Loss |
|
|
DVT OEM Customer Relationships |
|
$ |
1,900 |
|
|
$ |
1,900 |
|
|
$ |
(1,500 |
) |
|
|
|
|
|
|
|
|
|
|
The significant inputs in the discounted cash flow analysis included an estimate of revenue streams
from the customers obtained in the acquisition and estimates of expenses attributable to the
revenue stream. The estimate of revenue streams from the customers obtained in the acquisition was
based upon historical revenue streams from these customers, as well as input from the Companys
sales and marketing personnel who interact with these customers. Estimates of expenses
attributable to the revenue stream were based upon the Companys historical expense levels.
8
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6: Intangible Assets and Goodwill (continued)
The Company recorded $2,990,000 of intangible assets and $1,692,000 of goodwill during the third
quarter of 2009 related to the acquisition of the web monitoring business of Monitoring Technology
Corporation.
The Company evaluates the possible impairment of goodwill and other intangible assets whenever
events or circumstances indicate the carrying value of these assets may not be recoverable. An
analysis prepared by the Company in the first quarter of 2009 indicated that no impairment of
goodwill or other intangible assets, except the $1,000,000 impairment of Siemens Customer
Relationships, was necessary. In subsequent periods, the Company reassessed this analysis and
determined that no triggering event had occurred which would indicate a potential impairment of
goodwill or other intangible assets. However, management continues to monitor market conditions,
and changes in market conditions could result in an impairment of goodwill or other intangible
assets in a future period.
The Company changed the date as of which its annual goodwill impairment analysis is performed from
the last day of fiscal October to the first day of fiscal October, which is also the first day of
the fourth quarter. This change in timing is considered a change in accounting principle. The
Company believes the new date is preferable because the timing coincides with the Companys
forecasting process and it allows the Company more time to complete the analysis prior to the date
the Company reports its results for the fourth quarter.
NOTE 7: Warranty Obligations
The Company warrants its hardware products to be free from defects in material and workmanship for
periods primarily ranging from six months to two years from the time of sale based upon the product
being purchased and the terms of the customer arrangement. Warranty obligations are evaluated and
recorded at the time of sale since it is probable that customers will make claims under warranties
related to products that have been sold and the amount of these claims can be reasonably estimated
based upon historical costs to fulfill claims. Obligations may also be recorded subsequent to the
time of sale whenever specific events or circumstances impacting product quality become known that
would not have been taken into account using historical data. 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, 2008 |
|
$ |
1,657 |
|
Provisions for warranties issued during the period |
|
|
682 |
|
Fulfillment of warranty obligations |
|
|
(1,101 |
) |
Foreign exchange rate changes |
|
|
50 |
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
1,288 |
|
|
|
|
|
NOTE 8: Contingencies
In May 2008, the Company filed a complaint against MvTec Software GmbH, MvTec LLC, and Fuji America
Corporation in the United States District Court for the District of Massachusetts alleging
infringement of certain patents owned by the Company. This matter is in its early stages. In
April 2009 and again in June 2009, Defendant MvTec Software GmbH filed re-examination requests of
the patents-at-issue with the United States Patent and Trademark Office.
In May 2009, the Company pre-filed a complaint with the United States International Trade
Commission (ITC) pursuant to Section 337 of the Tariff Act of 1930, as amended, 19 U.S.C. §1337,
against MvTec Software GmbH, MvTec LLC, Fuji America, and several other respondents alleging unfair
methods of competition and unfair acts in the unlawful importation into the United States, sale for
importation, or sale within the United States after importation. By this filing, the Company
requested the ITC to investigate the Companys contention that certain machine vision software,
machine vision systems, and products containing same infringe, and respondents directly infringe
and/or actively induce and/or contribute to the infringement in the
9
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8: Contingencies (continued)
United States, of one or more of the Companys U.S. patents. In July 2009, the ITC issued an order
that it would institute an investigation based on the Companys assertions. In September 2009, the
Company
reached a settlement with two of the respondents. The settlement did not have a material impact on
the Companys Consolidated Statements of Operations or Consolidated Balance Sheets.
In May 2008, Microscan Systems, Inc. filed a complaint against the Company in the United States
District Court for the Western District of Washington alleging infringement of U.S. Patent No.
6.105.869 owned by Microscan Systems, Inc. The complaint alleges that certain of the Companys
DataMan 100 and 700 series products infringe the patent in question. In November 2008, the Company
filed an answer and counterclaim alleging that the Microscan patent was invalid and not infringed,
and asserting a claim for infringement of U.S. Patent No. 6.636.298. This matter is in the
discovery stage.
The Company cannot predict the outcome of the above-referenced matters and an adverse resolution of
these lawsuits could have a material, adverse effect on the Companys financial position,
liquidity, results of operations, and/or indemnification obligations. In addition, various other
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
incidental 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.
NOTE 9: Indemnification Provisions
Except as limited by Massachusetts law, the by-laws of the Company require it to indemnify certain
current or former directors, officers, and employees of the Company against expenses incurred by
them in connection with each proceeding in which he or she is involved as a result of serving or
having served in certain capacities. Indemnification is not available with respect to a proceeding
as to which it has been adjudicated that the person did not act in good faith in the reasonable
belief that the action was in the best interests of the Company. The maximum potential amount of
future payments the Company could be required to make under these provisions is unlimited. The
Company has never incurred significant costs related to these indemnification provisions. As a
result, the Company believes the estimated fair value of these provisions is minimal.
In the ordinary course of business, the Company may accept standard limited indemnification
provisions in connection with the sale of its products, whereby it indemnifies its customers for
certain direct damages incurred in connection with third-party patent or other intellectual
property infringement claims with respect to the use of the Companys products. The term of these
indemnification provisions generally coincides with the customers use of the Companys products.
The maximum potential amount of future payments the Company could be required to make under these
provisions is generally subject to fixed monetary limits. The Company has never incurred
significant costs to defend lawsuits or settle claims related to these indemnification provisions.
As a result, the Company believes the estimated fair value of these provisions is minimal.
In the ordinary course of business, the Company also accepts limited indemnification provisions
from time to time, whereby it indemnifies customers for certain direct damages incurred in
connection with bodily injury and property damage arising from the installation of the Companys
products. The term of these indemnification provisions generally coincides with the period of
installation. The maximum potential amount of future payments the Company could be required to
make under these provisions is generally limited and is likely recoverable under the Companys
insurance policies. As a result of this coverage, and the fact that the Company has never incurred
significant costs to defend lawsuits or settle claims related to these indemnification provisions,
the Company believes the estimated fair value of these provisions is minimal.
NOTE 10: Derivative Instruments
Accounting Standards Codification (ASC) 815, Derivatives and Hedging, requires enhanced
disclosure about the objectives of derivative instruments, the method of accounting for such
instruments, and how
10
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10: Derivative Instruments (continued)
derivative instruments affect an entitys financial position, results of operations, and cash
flows. The Company adopted this standard effective January 1, 2009.
The Company is exposed to certain risks relating to its ongoing business operations including
foreign currency exchange rate risk and interest rate risk. The Company currently mitigates
certain foreign currency
exchange rate risks with derivative instruments. The Company does not currently manage its
interest rate risk with derivative instruments.
The Company faces exposure to exchange rate fluctuations, as a significant portion of its revenues,
expenses, assets, and liabilities are denominated in currencies other than the functional
currencies of the Companys subsidiaries or the reporting currency of the Company, which is the
U.S. Dollar. The Company faces two types of foreign currency exchange rate exposures:
|
|
transactional currency/functional currency exchange rate exposures from transactions
that are denominated in currencies other than the functional currency of the subsidiary
(for example, a
Japanese Yen receivable on the Companys Irish subsidiarys books for which the functional
currency is the Euro), and |
|
|
|
functional currency/reporting currency exchange rate exposures from transactions that
are denominated in currencies other than the U.S. Dollar, which is the reporting currency
of the Company. |
The Company currently uses derivative instruments to provide an economic hedge against its
transactional currency/functional currency exchange rate exposures. Forward contracts on
currencies are entered into to manage the transactional currency/functional currency exposure of
the Companys Irish subsidiarys accounts receivable denominated in U.S. dollars and Japanese Yen,
as well as the Irish subsidiarys tax prepayment denominated in Japanese Yen. These forward
contracts are used to minimize foreign currency gains or losses, as the gains or losses on these
contracts are intended to offset the losses or gains on the underlying exposures.
In accordance with ASC 815-25, these forward contracts do not qualify for hedge accounting. Both
the underlying exposures and the forward contracts are recorded at fair value on the Consolidated
Balance Sheets and changes in fair value are reported as Foreign currency gain (loss) on the
Consolidated Statements of Operations.
As of October 4, 2009, the Company had the following outstanding forward contracts that were
entered into to mitigate foreign currency exchange rate risk:
|
|
|
Currency |
|
Amount |
|
|
|
Japanese Yen/Euro
|
|
1,007,250,000 Japanese Yen |
U.S. Dollar/Euro
|
|
2,980,000 U.S. Dollars |
Information regarding the fair value of the forward contracts outstanding as of October 4,
2009 and December 31, 2008 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
Liability Derivatives |
|
|
Balance |
|
Fair Value |
|
Balance |
|
Fair Value |
|
|
Sheet |
|
October 4, |
|
December 31, |
|
Sheet |
|
October 4, |
|
December 31, |
|
|
Location |
|
2009 |
|
2008 |
|
Location |
|
2009 |
|
2008 |
Currency forward contracts |
|
Prepaid expenses and other current assets |
|
$ |
83 |
|
|
$ |
207 |
|
|
Accrued expenses |
|
$ |
35 |
|
|
$ |
255 |
|
11
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10: Derivative Instruments (continued)
Information regarding the effect of the forward contracts, net of the underlying exposures, on the
Consolidated Statements of Operations for the three-month and nine-month periods ended October 4,
2009 and September 28, 2008 were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location of |
|
Amount of Gain (Loss) |
|
Location of |
|
Amount of Gain (Loss) |
|
|
Gain (Loss) |
|
Recognized in Income on |
|
Gain (Loss) |
|
Recognized in Income on |
|
|
Recognized |
|
Derivative |
|
Recognized |
|
Derivative |
|
|
in Income |
|
Three-months ended |
|
in Income |
|
Nine-months ended |
|
|
on |
|
October 4, |
|
September 28, |
|
on |
|
October 4, |
|
September 28, |
|
|
Derivative |
|
2009 |
|
2008 |
|
Derivative |
|
2009 |
|
2008 |
Currency forward contracts |
|
Foreign currency gain (loss) |
|
$ |
18 |
|
|
$ |
447 |
|
|
Foreign currency gain (loss) |
|
$ |
(254 |
) |
|
$ |
535 |
|
The following table presents the Companys fair value hierarchy for its forward contracts as of
October 4, 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in Active |
|
|
|
|
|
|
Markets for Identical Assets |
|
|
|
|
|
|
(Level 1) |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
Currency forward contracts |
|
$ |
48 |
|
|
$ |
48 |
|
|
|
|
|
|
|
|
The Companys forward contracts are reported at fair value based upon quoted U.S. Dollar foreign
currency exchange rates, and are therefore classified as Level 1.
NOTE 11: Stock-Based Compensation Expense
The Companys share-based payments that result in compensation expense consist solely of stock
option grants. As of October 4, 2009, the Company had 8,861,960 shares available for grant under
two stock option plans: the 2001 General Stock Option Plan (7,085,000) and the 2007 Stock Option
and Incentive Plan (1,776,960). Each of these plans expires ten years from the date the plan was
approved.
Generally, stock options are granted with an exercise price equal to the market value of the
Companys common stock at the grant date, vest over four years based upon continuous service, and
expire ten years from the grant date.
The following table summarizes the Companys stock option activity for the nine-month period ended
October 4, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Contractual |
|
|
Aggregate |
|
|
|
Shares |
|
|
Exercise |
|
|
Term |
|
|
Intrinsic Value |
|
|
|
(in thousands) |
|
|
Price |
|
|
(in years) |
|
|
(in thousands) |
|
|
Outstanding at December 31, 2008 |
|
|
11,406 |
|
|
$ |
25.10 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
63 |
|
|
|
13.79 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(1 |
) |
|
|
1.00 |
|
|
|
|
|
|
|
|
|
Forfeited or Expired |
|
|
(1,311 |
) |
|
|
25.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 4, 2009 |
|
|
10,157 |
|
|
$ |
24.98 |
|
|
|
5.5 |
|
|
$ |
773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at October 4, 2009 |
|
|
7,389 |
|
|
$ |
26.34 |
|
|
|
4.6 |
|
|
$ |
695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 11: Stock-Based Compensation Expense (continued)
The fair values of stock options granted after January 1, 2006 were estimated on the grant date
using a binomial lattice model. The fair values of options granted prior to January 1, 2006 were
estimated using the Black-Scholes option pricing model. The Company believes that a binomial
lattice model results in a better estimate of fair value because it identifies patterns of
exercises based on triggering events, tying the results to possible future events instead of a
single path of actual historical events. Management is responsible for determining the appropriate
valuation model and estimating these fair values, and in doing so, considered a number of factors,
including information provided by an outside valuation advisor.
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 |
|
|
October 4, |
|
September 28, |
|
October 4, |
|
September 28, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-free rate |
|
|
3.2 |
% |
|
|
3.8 |
% |
|
|
3.2 |
% |
|
|
3.9 |
% |
Expected dividend yield |
|
|
1.5 |
% |
|
|
1.3 |
% |
|
|
1.5 |
% |
|
|
1.7 |
% |
Expected volatility |
|
|
43 |
% |
|
|
42 |
% |
|
|
43 |
% |
|
|
42 |
% |
Expected term (in years) |
|
|
5.4 |
|
|
|
6.4 |
|
|
|
4.6 |
|
|
|
6.0 |
|
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
The current dividend yield was calculated by annualizing the cash dividend declared by the
Companys Board of Directors for the current quarter and dividing that result by the closing stock
price on the grant date. The current dividend yield was then adjusted to reflect the Companys
expectations relative to future dividend declarations.
Expected volatility
The expected volatility was based upon a combination of historical volatility of the Companys
common stock over the contractual term of the option and implied volatility for traded options of
the Companys 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 periods
ended October 4, 2009 and September 28, 2008 were $5.62 and $7.07, respectively. The
weighted-average grant-date fair values of stock options granted during the nine-month periods
ended October 4, 2009 and September 28, 2008 was $4.81 and $7.77, respectively. The Company
recognizes compensation expense using the graded attribution method, in which expense is recognized
on a straight-line basis over the service period for each separately vesting portion of the stock
option as if the option was, in substance, multiple awards.
The amount of compensation expense recognized at the end of the vesting period is based upon the
number of stock options for which the requisite service has been completed. No compensation
expense is recognized for options that are forfeited for which the employee does not render the
requisite service. The term forfeitures is distinct from expirations and represents only the
unvested portion of the surrendered option. The Company applies estimated forfeiture rates to its
unvested options to arrive at the amount of compensation expense that should be recognized over the
requisite service period. These rates are revised in subsequent periods if actual forfeitures
differ from these estimates. Ultimately, compensation expense will only be recognized over the
vesting period for those options that actually vest.
13
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 11: Stock-Based Compensation Expense (continued)
Effective January 1, 2009, the Company revised its estimated forfeiture rates and the cumulative
effect of this change resulted in a reduction in compensation expense of approximately $480,000 in
the first quarter of 2009.
The Company stratifies its employee population into two groups: one consisting of senior management
and another consisting of all other employees. The Company currently expects that approximately
71% of its stock options granted to senior management and 65% of its options granted to all other
employees will actually vest. Therefore, the Company currently applies an estimated forfeiture
rate of 10% to all unvested options for senior management and a rate of 14% for all other
employees.
The total stock-based compensation expense and the related income tax benefit recognized for the
three-month period ended October 4, 2009 was $1,444,000 and $474,000, respectively, and for the
three-month period ended September 28, 2008 was $2,916,000 and $965,000, respectively. The total
stock-based compensation expense and the related income tax benefit recognized for the nine-month
period ended October 4, 2009 was $5,088,000 and $1,679,000, respectively, and for the nine-month period ended
September 28, 2008 was $7,312,000 and $2,379,000, respectively. No compensation expense was
capitalized as of October 4, 2009 or December 31, 2008.
The following table details the stock-based compensation expense by caption for each period
presented on the Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-months Ended |
|
Nine-months Ended |
|
|
October 4, |
|
|
September 28, |
|
|
October 4, |
|
|
September 28, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Product cost of revenue
|
|
$ |
67 |
|
|
$ |
133 |
|
|
$ |
346 |
|
|
$ |
448 |
|
Service cost of revenue
|
|
|
41 |
|
|
|
120 |
|
|
|
155 |
|
|
|
435 |
|
Research, development, and engineering
|
|
|
387 |
|
|
|
732 |
|
|
|
1,354 |
|
|
|
2,325 |
|
Selling, general, and administrative
|
|
|
949 |
|
|
|
1,931 |
|
|
|
3,233 |
|
|
|
4,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,444 |
|
|
$ |
2,916 |
|
|
$ |
5,088 |
|
|
$ |
7,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic values of stock options exercised for the three-month periods ended October 4,
2009 and September 28, 2008 were $0 and $253,000, respectively. The total intrinsic values of
stock options exercised for the nine-month periods ended October 4, 2009 and September 28, 2008
were $3,000 and $5,662,000, respectively.
The total fair values of stock options vested for the three-month periods ended October 4, 2009 and
September 28, 2008 were $578,000 and $592,000, respectively. The total fair values of stock
options vested for the nine-month periods ended October 4, 2009 and September 28, 2008 were
$13,780,000 and $16,443,000, respectively.
As of October 4, 2009, total unrecognized compensation expense related to non-vested stock options
was $6,790,000, which is expected to be recognized over a weighted-average period of 1.5 years.
NOTE 12: Stock Repurchase Program
In April 2008, the Companys Board of Directors authorized the repurchase of up to $50,000,000 of
the Companys common stock. As of October 4, 2009, the Company had repurchased a total of
1,038,797 shares at a cost of $20,000,000 under this program. The Company did not purchase any
shares under this program during the nine-month period ended October 4, 2009. The Company may
repurchase shares under this program in future periods depending upon a variety of factors,
including, among other things, the stock price level, share availability, and cash reserve
requirements.
14
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13: Taxes
A reconciliation of the United States federal statutory corporate tax rate on continuing operations
to the Companys effective tax rate was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-months Ended |
|
Nine-months Ended |
|
|
October 4, |
|
September 28, |
|
October 4, |
|
September 28, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax at federal statutory rate |
|
|
35 |
% |
|
|
35 |
% |
|
|
(35 |
%) |
|
|
35 |
% |
State income taxes, net of federal benefit |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
|
|
3 |
|
Tax-exempt investment income |
|
|
3 |
|
|
|
(3 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
Foreign tax rate differential |
|
|
(20 |
) |
|
|
(10 |
) |
|
|
21 |
|
|
|
(10 |
) |
Tax credit |
|
|
1 |
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
Cumulative effect of rate change |
|
|
(19 |
) |
|
|
3 |
|
|
|
(2 |
) |
|
|
1 |
|
Discrete tax events |
|
|
(293 |
) |
|
|
(40 |
) |
|
|
(31 |
) |
|
|
(12 |
) |
Other |
|
|
(2 |
) |
|
|
1 |
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit) |
|
|
(294 |
%) |
|
|
(12 |
)% |
|
|
(51 |
%) |
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys effective tax rate on continuing operations was a benefit of 294% and a benefit of
51% for the three-month and nine-month periods in 2009, respectively, compared to a benefit of 12%
and an expense of 14% for the same periods in 2008.
The effective tax rate for the third quarter of 2009 included a decrease in tax expense of
$3,150,000 upon the expiration of the statutes of limitations for certain reserves for income tax
uncertainties and a decrease in tax expense of $197,000 for the final true-up of the prior years
tax accrual upon filing the actual tax returns. These discrete tax events decreased the effective
tax rate from a benefit of 1% to a benefit of 294% for the three-month period in 2009 and decreased
the effective tax rate from a benefit of 20% to a benefit of 51% for the nine-month period in 2009.
The effective tax rate for the first quarter of 2008 included an increase in tax expense of
$136,000 for a capital loss reserve and a decrease in tax expense of $48,000 to decrease a reserve
for income tax uncertainties for a true-up of a prior year estimate. The effective tax rate for
the third quarter of 2008 included a decrease in tax expense of $4,390,000 upon the expiration of
the statutes of limitations and the final settlement with the Internal Revenue Service for an audit
of tax years 2003 through 2006; an increase in tax expense of $317,000 from the final true-up of
the prior years tax accrual upon filing the actual tax returns; and an increase in tax expense of
$17,000 resulting from a reduction of certain deferred state tax assets reflecting a tax rate
change in Massachusetts. These discrete tax events decreased the effective tax rate from an
expense of 28% to a benefit of 12% for the three-month period in 2008 and decreased the effective
tax rate from an expense of 26% to an expense of 14% for the nine-month period in 2008.
The effective tax rate excluding discrete tax events decreased from an expense of 26% of the
Companys pre-tax income in 2008 to a benefit of 20% of the Companys pre-tax loss in 2009 for the
nine-month period due to a higher proportion of current-year projected losses being incurred in low
tax jurisdictions compared to high tax jurisdictions. The effective tax rate excluding discrete
tax events decreased from an expense of 28% of the Companys pre-tax income in 2008 to a benefit of
1% of the Companys pre-tax loss in 2009 for the three-month period. The effective tax rate
excluding discrete tax events for the three-month period in 2009 reflects a true-up of the 2009 tax
rate from an 18% benefit to a 20% benefit. The effective tax rate excluding discrete tax events
for the three-month period in 2008 reflects a true-up of the 2008 tax rate from an expense of 25%
to an expense of 26%.
During the nine-month period ended October 4, 2009, the Company recorded a $2,757,000 decrease in
liabilities, net of deferred tax benefit, for uncertain tax positions that were recorded as income
tax expense, of which $3,019,000 was recorded in the three-month period ended October 4, 2009.
Estimated interest and
15
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13: Taxes (continued)
penalties included in these amounts totaled $41,000 and $124,000 for the three-month and the
nine-month period ended October 4, 2009. The Company reduced its reserves for uncertain tax
positions due to the expiration of statutes of limitations in several jurisdictions by $4,044,000
for both the three-month and nine-month periods ended October 4, 2009. This gross reduction to the
reserve was offset by $894,000 of correlative relief for both the three-month and nine-month
periods. The net reduction in tax expense in the three-month and nine-month periods ended October
4, 2009 was $3,150,000. Interest, net of federal benefit, and penalties are recorded as tax
expense.
The Companys reserve for income taxes, including gross interest and penalties of $1,366,000, was
$6,327,000 as of October 4, 2009 and would reduce income tax expense in a future period, if the
Companys tax positions were sustained. All of the Companys liabilities for uncertain tax
positions are classified as non-current liabilities as of October 4, 2009. As a result of the
expiration of certain statutes of limitations, there is a potential that a portion of the reserves
could be released, which would decrease income tax expense by as much as $1,100,000 to $1,500,000
within the next twelve months.
The Company has defined its major tax jurisdictions as the United States, Ireland, and Japan, and
within the United States, Massachusetts and California. The tax years 2002 through 2008 remain
open to examination by various taxing authorities in the jurisdictions in which the Company
operates. The Company is currently under audit in Japan. The Tokyo Regional Taxation Bureau is
auditing tax years 2002 through 2005 and has issued a permanent establishment finding claiming that
the Companys Irish subsidiary should be subject to taxation in Japan. The Company believes it has
a substantive defense against this finding and has been granted Competent Authority intervention in
accordance with the Japan/Ireland tax treaty. It is not expected that this audit will be concluded
within the next twelve months. To avoid further interest and penalties, the Company has prepaid
tax, interest, and penalties through the date of assessment of 766,257,300 Yen (or approximately
$8,536,000 based upon the October 4, 2009 exchange rate) to the Japanese tax authorities. This
amount is included in Other assets on the Consolidated Balance Sheets.
The Company recorded $2,003,000 and $425,000 of other income in the first quarter of 2009 and 2008,
respectively. These amounts were recorded upon the expiration of the applicable statute of
limitations relating to a tax holiday, during which time the Company collected value-added taxes
from customers that were not required to be remitted to the government authority. These amounts
are included in Other income on the Consolidated Statements of Operations.
NOTE 14: Restructuring Charges
November 2008
In November 2008, the Company announced the closure of its facility in Duluth, Georgia, which the
Company anticipates will result in long-term cost savings. This facility included a distribution
center for MVSD customers located in the Americas, an engineering group dedicated to supporting the
Companys MVSD Vision Systems products, and a sales training and support group, as well as a team
of finance support staff. During the second quarter of 2009, this distribution center was
consolidated into the Companys headquarters in Natick, Massachusetts resulting in a single
distribution center for MVSD customers located in the Americas. Although a portion of the
engineering and sales training and support positions have been transferred to other locations, the
majority of these positions, and all of the finance positions, have been eliminated.
The Company estimates the total restructuring charge to be approximately $1,250,000, of which
$1,216,000 has been recorded to date and included in Restructuring charges on the Consolidated
Statements of Operations in the MVSD reporting segment. The remaining cost will be recognized
during the fourth quarter of 2009. The following table summarizes the restructuring plan (in
thousands):
16
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14: Restructuring Charges (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred in |
|
|
Incurred in |
|
|
Cumulative |
|
|
|
Total Amount |
|
|
the Three- |
|
|
the Nine- |
|
|
Amount Incurred |
|
|
|
Expected to be |
|
|
months Ended |
|
|
months Ended |
|
|
through |
|
|
|
Incurred |
|
|
October 4, 2009 |
|
|
October 4, 2009 |
|
|
October 4, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits |
|
$ |
552 |
|
|
$ |
(40 |
) |
|
$ |
298 |
|
|
$ |
552 |
|
Contract termination costs |
|
|
374 |
|
|
|
|
|
|
|
374 |
|
|
|
374 |
|
Other associated costs |
|
|
324 |
|
|
|
29 |
|
|
|
286 |
|
|
|
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,250 |
|
|
$ |
(11 |
) |
|
$ |
958 |
|
|
$ |
1,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits include severance and retention bonuses for 31 employees who were
terminated. Severance and retention bonuses for those employees who continued to work after the
notification date were recognized over the service period. Contract termination costs primarily
include rental payments for the Duluth, Georgia facility for periods subsequent to the date the
distribution activities were transferred to Natick, Massachusetts, for which the Company will not
receive an economic benefit. These contract termination costs were recognized in the second
quarter of 2009 when the Company ceased using the Duluth, Georgia facility. Other associated costs
primarily include travel and transportation expenses between Georgia and Massachusetts related to
the closure of the Georgia facility and relocation costs related to employees transferred to other
locations, as well as outplacement services for the terminated employees. These costs are being
recognized when the services are performed.
The following table summarizes the activity in the Companys restructuring reserve, which is
included in Accrued expenses on the Consolidated Balance Sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time |
|
|
Contract |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Termination |
|
|
Associated |
|
|
|
|
|
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2008 |
|
$ |
207 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
207 |
|
Restructuring charges |
|
|
393 |
|
|
|
374 |
|
|
|
286 |
|
|
|
1,053 |
|
Cash payments |
|
|
(505 |
) |
|
|
(268 |
) |
|
|
(267 |
) |
|
|
(1,040 |
) |
Restructuring adjustments |
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
|
|
|
$ |
106 |
|
|
$ |
19 |
|
|
$ |
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring adjustments are primarily due to the forfeiture of one-time termination benefits,
including severance and retention bonuses, by certain employees who voluntarily terminated their
employment prior to the end of the communicated service period or who were retained as employees in
another capacity. The impact of revisions to the service period for certain employees entitled to
severance and retention bonuses is also included in the restructuring adjustment.
April 2009
In April 2009, the Company announced a variety of cost-cutting measures, including a work force
reduction and office closures, intended to more closely align the Companys cost structure with the
current lower levels of business resulting from worldwide economic conditions.
The total restructuring charge from these actions was $3,100,000, all of which has been recorded to
date and included in Restructuring charges on the Consolidated Statements of Operations in the
MVSD reporting segment. The following table summarizes the restructuring plan (in thousands):
17
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14: Restructuring Charges (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred in |
|
|
Incurred in |
|
|
|
Total Amount |
|
|
the Three- |
|
|
the Nine- |
|
|
|
Expected to be |
|
|
months Ended |
|
|
months Ended |
|
|
|
Incurred |
|
|
October 4, 2009 |
|
|
October 4, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits |
|
$ |
2,830 |
|
|
$ |
37 |
|
|
$ |
2,830 |
|
Contract termination costs |
|
|
167 |
|
|
|
(16 |
) |
|
|
167 |
|
Other associated costs |
|
|
103 |
|
|
|
13 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,100 |
|
|
$ |
34 |
|
|
$ |
3,100 |
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits include severance for 72 employees who were terminated. Severance
for those employees who continued to work after the notification date was recognized over the
service period. Contract termination costs include early cancellation penalties for offices closed
prior to the end of the lease. These contract termination costs were recognized in the second
quarter of 2009 when the Company terminated these contracts. Other associated costs primarily
include legal costs related to the employee termination actions. These costs were recognized in
the second quarter of 2009 when the services were performed.
The following table summarizes the activity in the Companys restructuring reserve, which is
included in Accrued expenses on the Consolidated Balance Sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time |
|
|
Contract |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Termination |
|
|
Associated |
|
|
|
|
|
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
Balance as of December 31, 2008 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Restructuring charges |
|
|
2,830 |
|
|
|
183 |
|
|
|
107 |
|
|
|
3,120 |
|
Cash payments |
|
|
(2,691 |
) |
|
|
(167 |
) |
|
|
(92 |
) |
|
|
(2,950 |
) |
Restructuring adjustments |
|
|
|
|
|
|
(16 |
) |
|
|
(4 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
139 |
|
|
$ |
|
|
|
$ |
11 |
|
|
$ |
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring adjustments are due to lower lease cancellation penalties and lower legal costs than
originally estimated.
September 2009
On October 1, 2009, which was the Companys fiscal September, the Company announced the closure of
its facility in Kuopio, Finland, which the Company anticipates will result in long-term cost
savings and production efficiencies. This facility included a SISD system assembly and integration
team, a SISD spare parts depot, an engineering group dedicated to supporting the Companys SISD
products, as well as finance and support staff.
The Company estimates the total restructuring charge from these actions to be approximately
$676,000, of which $200,000 has been recorded to date and included in Restructuring charges on
the Consolidated Statements of Operations in the SISD reporting segment. The remaining cost will
be recognized during the fourth quarter of 2009 and the first half of 2010. The following table
summarizes the restructuring plan (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Amount |
|
|
Incurred in |
|
|
|
Expected |
|
|
the Three- |
|
|
|
to be |
|
|
months Ended |
|
|
|
Incurred |
|
|
October 4, 2009 |
|
|
|
|
|
|
|
|
|
|
One-time termination benefits |
|
$ |
410 |
|
|
$ |
189 |
|
Contract termination costs |
|
|
156 |
|
|
|
|
|
Other associated costs |
|
|
110 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
$ |
676 |
|
|
$ |
200 |
|
|
|
|
|
|
|
|
18
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 14: Restructuring Charges (continued)
One-time termination benefits include salary, which the Company is obligated to pay over the legal
notification period, and severance for eight employees who have been notified that they will be
terminated at a future date. A liability for the termination benefits of those employees who will
not be retained to render service beyond the legal notification period was measured and recognized
at the communication date. A liability for the termination benefits of those employees who will be
retained to render service beyond the legal notification period was measured initially at the
communication date but will be recognized over the future service period. Contract termination
costs include rental payments for the Kuopio, Finland facility during the periods for which the
Company will not receive an economic benefit. These contract termination costs will be recognized
in the fourth quarter of 2009 when the Company ceases using the facility. Other associated costs
include legal costs related to the employee termination actions, as well as travel and
transportation expenses between Kuopio and other Cognex locations related to the closure of the
facility. These costs are being recognized when the services are performed.
The following table summarizes the activity in the Companys restructuring reserve, which is
included in Accrued expenses on the Consolidated Balance Sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time |
|
|
Contract |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Termination |
|
|
Associated |
|
|
|
|
|
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
Balance as of December 31, 2008 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Restructuring charges |
|
|
189 |
|
|
|
|
|
|
|
11 |
|
|
|
200 |
|
Cash payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
189 |
|
|
$ |
|
|
|
$ |
11 |
|
|
$ |
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 15: Weighted-Average Shares
Weighted-average shares were calculated as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-months Ended |
|
Nine-months Ended |
|
|
October 4, |
|
September 28, |
|
October 4, |
|
September 28, |
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average common
shares outstanding |
|
|
39,662 |
|
|
|
41,347 |
|
|
|
39,658 |
|
|
|
42,054 |
|
Effect of dilutive stock options |
|
|
4 |
|
|
|
115 |
|
|
|
|
|
|
|
244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average common
and common-equivalent shares
outstanding |
|
|
39,666 |
|
|
|
41,462 |
|
|
|
39,658 |
|
|
|
42,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options to purchase 10,174,797 and 10,691,649 shares of common stock, on a weighted-average
basis, were outstanding during the three-month and nine-month periods ended October 4, 2009,
respectively, and 11,552,921 and 10,243,403 for the same periods in 2008, but were not included in
the calculation of dilutive net income (loss) per share because they were anti-dilutive.
Additionally, because the Company recorded a cumulative net loss during the nine-month period ended
October 4, 2009, potential common stock equivalents of 830 were not included in the calculation of
diluted net loss per share for this period.
NOTE 16: Segment Information
The Company has two reportable segments: the Modular Vision Systems Division (MVSD) and the Surface
Inspection Systems Division (SISD). MVSD develops, manufactures, and markets modular vision
systems that are used to control the manufacturing of discrete items by locating, identifying,
inspecting, and measuring them during the manufacturing process. SISD develops, manufactures, and
markets surface inspection vision systems that are used to inspect surfaces of materials that are
processed in a continuous
fashion, such as metals, papers, non-wovens, plastics and glass, to ensure there are no flaws or
defects in the surfaces.
19
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 16: Segment Information (continued)
Segments are determined based upon the way that management organizes its business for making
operating decisions and assessing performance. The Company evaluates segment performance based
upon income or loss from operations, excluding unusual items and stock-based compensation expense.
The following table summarizes information about the Companys segments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-months Ended |
|
|
|
|
|
|
|
|
|
Reconciling |
|
|
October 4, 2009 |
|
MVSD |
|
SISD |
|
Items |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue |
|
$ |
31,575 |
|
|
$ |
5,854 |
|
|
$ |
|
|
|
$ |
37,429 |
|
Service revenue |
|
|
1,229 |
|
|
|
2,520 |
|
|
|
|
|
|
|
3,749 |
|
Operating income |
|
|
4,250 |
|
|
|
789 |
|
|
|
(4,159 |
) |
|
|
880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-months Ended |
|
|
|
|
|
|
|
|
|
Reconciling |
|
|
October 4, 2009 |
|
MVSD |
|
SISD |
|
Items |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue |
|
$ |
95,195 |
|
|
$ |
16,990 |
|
|
$ |
|
|
|
$ |
112,185 |
|
Service revenue |
|
|
4,036 |
|
|
|
8,212 |
|
|
|
|
|
|
|
12,248 |
|
Operating income (loss) |
|
|
(2,125 |
) |
|
|
1,397 |
|
|
|
(12,696 |
) |
|
|
(13,424 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three-months Ended |
|
|
|
|
|
|
|
|
|
Reconciling |
|
|
September 28, 2008 |
|
MVSD |
|
SISD |
|
Items |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue |
|
$ |
50,143 |
|
|
$ |
8,157 |
|
|
$ |
|
|
|
$ |
58,300 |
|
Service revenue |
|
|
2,167 |
|
|
|
2,789 |
|
|
|
|
|
|
|
4,956 |
|
Operating income |
|
|
12,519 |
|
|
|
1,883 |
|
|
|
(6,415 |
) |
|
|
7,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine-months Ended |
|
|
|
|
|
|
|
|
|
Reconciling |
|
|
September 28, 2008 |
|
MVSD |
|
SISD |
|
Items |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue |
|
$ |
156,789 |
|
|
$ |
18,910 |
|
|
$ |
|
|
|
$ |
175,699 |
|
Service revenue |
|
|
7,443 |
|
|
|
7,716 |
|
|
|
|
|
|
|
15,159 |
|
Operating income |
|
|
40,552 |
|
|
|
3,205 |
|
|
|
(17,041 |
) |
|
|
26,716 |
|
Reconciling items consist of stock-based compensation expense and unallocated corporate expenses,
which primarily include corporate headquarters costs, professional fees, and patent infringement
litigation. Additional asset information by segment is not produced internally for use by the
chief operating decision maker, and therefore, is not presented. Additional asset information is
not provided because cash and investments are commingled and the Divisions share assets and
resources in a number of locations around the world.
NOTE 17: Loss from Operations of a Discontinued Business
In May 2006, the Company acquired all of the outstanding shares of AssistWare Technology, Inc., a
privately-held developer of Lane Departure Warning Systems, for $2,998,000 in cash paid at closing,
with additional cash payments of $502,000 in the second quarter of 2007, $500,000 in the fourth
quarter of 2007, and $1,000,000 in the second quarter of 2008 that were dependent upon the
achievement of certain performance criteria that the Company determined had been met and were
allocated to goodwill.
For two years after the acquisition date, the Company invested additional funds to commercialize
AssistWares product and to establish a business developing and selling lane departure warning
products for driver assistance. This business was included in the MVSD segment, but was never
integrated with the other Cognex businesses. During the second quarter of 2008, management
determined that this business did not fit the Companys business model, primarily because car and
truck manufacturers prefer to work exclusively with their existing Tier One suppliers and, although
these suppliers have expressed interest in the Companys vision technology, they would require
access to and control of the Companys proprietary software.
20
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 17: Loss from Operations of a Discontinued Business (continued)
Accordingly, in July 2008, the Company sold all of the assets of its lane departure business to
Takata Holdings, Inc. for $3,208,000 in cash (less $38,000 of costs to sell), of which $250,000 was
received in the second quarter of 2008, $2,585,000 was received in the third quarter of 2008, and
the remaining $373,000 (representing an amount held in escrow) is expected to be received during
the first quarter of 2010.
Management concluded that the assets of the lane departure warning business met all of the criteria
to be classified as held-for-sale as of June 29, 2008. Accordingly, the Company recorded a
$2,987,000 loss in the second quarter of 2008 to reduce the carrying amount of these assets down to
their fair value less costs to sell. Management also concluded that the disposal group met the
criteria of a discontinued operation, and has presented the loss from operations of this
discontinued business separate from continuing operations on the Consolidated Statements of
Operations. Revenue reported in discontinued operations was not material in any of the periods
presented.
NOTE 18: Acquisition of Web Monitoring Business
On September 30, 2009, the Company acquired the web monitoring business of Monitoring Technology
Corporation (MTC), a manufacturer of products for monitoring industrial equipment and processes.
The acquired SmartAdvisor Web Monitoring System (WMS) is complementary to Cognexs SmartView Web
Inspection System (WIS), which is sold by the Companys Surface Inspection Systems Division (SISD).
When used together, the WIS will automatically identify and classify defects and the WMS will then
provide the customer with the ability to determine the root causes of each of those defects so that
they can be quickly eliminated. The combination of WMS and WIS will allow SISD to provide a
fully-integrated system to paper manufacturers. SISD will serve SmartAdvisors established
customer base, primarily in North America, and plans to expand the sales of SmartAdvisor globally
through its existing worldwide sales and service organization. The Company recorded goodwill of
$1,692,000 related to the synergies resulting from this acquisition.
The Company paid $5,000,000 in cash, with $4,500,000 paid upon closing and $500,000 to be paid
during the fourth quarter of 2009 into an escrow account. There are no contingent payments. The
purchase price is subject to a working capital adjustment that is estimated at the date of this
filing to be $59,000 payable to Cognex, thereby reducing the purchase price to $4,941,000.
Transaction costs, which were expensed as incurred during the third quarter of 2009, totaled
$40,000.
The purchase price was allocated as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
Estimated Fair |
|
|
Amortization Period |
|
|
|
Value |
|
|
(in years) |
|
|
|
|
|
|
|
|
|
|
|
Inventories |
|
$ |
259 |
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
|
|
Completed technology |
|
|
670 |
|
|
|
7 |
|
Customer relationships |
|
|
1,950 |
|
|
|
9 |
|
Trademark |
|
|
140 |
|
|
|
8 |
|
Non-compete agreements |
|
|
230 |
|
|
|
5 |
|
Goodwill |
|
|
1,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets acquired |
|
|
4,941 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities assumed |
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total purchase price |
|
$ |
4,941 |
|
|
|
|
|
|
|
|
|
|
|
|
The acquired goodwill has been assigned to the SISD segment. The acquired intangible assets,
including goodwill, are deductible for tax purposes.
21
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 18: Acquisition of Web Monitoring Product Line (continued)
The historical results of operations of the acquired business were not material compared to the
consolidated results of operations of the Company; therefore, pro forma results are not presented.
Additionally, the amount of revenue and earnings related to this acquisition since the acquisition
date are considered to be immaterial to the consolidated results of operations of the Company for
the three-month and nine-month periods ended October 4, 2009.
NOTE 19: Dividends
On August 5, 2009, the Companys Board of Directors declared a cash dividend of $0.050 per share.
The dividend was paid on September 18, 2009 to all shareholders of record at the close of business
on September 4, 2009.
On November 2, 2009, the Companys Board of Directors declared a cash dividend of $0.050 per share.
The dividend is payable on December 18, 2009 to all shareholders of record at the close of
business on December 4, 2009.
22
ITEM 2: MANAGEMENTS 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 the Companys use of the words expects,
anticipates, estimates, believes, projects, intends, plans, will, may, shall,
could, and similar words and other statements of a similar sense. These statements are based
upon the Companys current estimates and expectations as to prospective events and circumstances,
which may or may not be in the Companys 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, customer order rates, strategic plans, and the impact of the
Companys cost-cutting measures, involve known and unknown risks and uncertainties that could cause
actual results to differ materially from those projected. Such risks and uncertainties include:
(1) current and future conditions in the global economy; (2) the cyclicality of the semiconductor
and electronics industries; (3) the inability to achieve significant international revenue; (4)
fluctuations in foreign currency exchange rates; (5) the loss of a large customer; (6) the reliance
upon key suppliers to manufacture and deliver critical components for our products; (7) the
inability to attract and retain skilled employees; (8) the inability to design and manufacture
high-quality products; (9) the technological obsolescence of current products and the inability to
develop new products; (10) the failure to effectively manage product transitions or accurately
forecast customer demand; (11) the failure to properly manage the distribution of products and
services; (12) the inability to protect our proprietary technology and intellectual property; (13)
our involvement in time-consuming and costly litigation; (14) the impact of competitive pressures;
(15) the challenges in integrating and achieving expected results in acquired businesses; (16)
potential impairment charges with respect to our investments or for acquired intangible assets or
goodwill; (17) potential disruption to the Companys business from its restructuring programs; and
(18) exposure to additional tax liabilities. 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 Companys Annual Report on Form 10-K, as updated in Part II Item 1A of
this report. 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 a leading worldwide provider of machine vision products that capture and
analyze visual information in order to automate tasks, primarily in manufacturing processes, where
vision is required. Our Modular Vision Systems Division (MVSD) specializes in machine vision
systems that are used to automate the manufacturing of discrete items, while our Surface Inspection
Systems Division (SISD) specializes in machine vision systems that are used to inspect the surfaces
of materials processed in a continuous fashion.
In addition to product revenue derived from the sale of machine vision systems, the Company also
generates revenue by providing maintenance and support, training, consulting, and installation
services to its customers. Our customers can be classified into three primary markets: discrete
factory automation, semiconductor and electronics capital equipment, and surface inspection.
|
|
|
Discrete factory automation customers purchase Cognex vision products and incorporate
them into their manufacturing processes. Virtually every manufacturer can achieve better
quality and manufacturing efficiency by using machine vision, and therefore, this segment
includes a broad base of customers across a variety of industries, including automotive,
consumer electronics, food and beverage, health and beauty, medical devices, packaging, and
pharmaceutical. Sales to discrete factory automation customers represented approximately
70% and 73% of total revenue for the three-month and nine-month periods in 2009,
respectively. |
|
|
|
|
Semiconductor and electronics capital equipment manufacturers purchase Cognex vision
products and integrate them into the automation equipment that they manufacture and then
sell to their customers to either make semiconductor chips or assemble printed circuit
boards. Demand from these capital equipment manufacturers has historically been highly
cyclical, with periods of investment followed by downturn. This market has been in a
prolonged downturn since early 2006.
|
23
|
|
|
Sales to semiconductor and electronics capital equipment manufacturers represented
approximately 10% and 7% of total revenue for the three-month and nine-month periods in
2009, respectively. |
|
|
|
|
Surface inspection customers are manufacturers of materials processed in a continuous
fashion, such as metals, paper, non-wovens, plastics, and glass. These customers need
sophisticated machine vision to detect and classify defects on the surfaces of those
materials as they are being processed at high speeds. Surface inspection sales represented
approximately 20% of total revenue in both the three-month and nine-month periods in 2009. |
Revenue for the third quarter of 2009 totaled $41,178,000, representing a 35% decrease from the
same quarter in 2008. This decrease in revenue resulted primarily from lower sales to customers in
the semiconductor and electronics capital equipment and discrete factory automation markets of the
Companys MVSD segment, which have been impacted by the current worldwide economic slowdown. In
the fourth quarter of 2008 and again during 2009, the Company announced a number of cost-cutting
measures intended to reduce expenses in response to lower revenue expectations. As a result of
these actions, operating expenses were down 25% from the prior year and the Company recorded
operating income of $880,000 for the third quarter of 2009.
Although lower demand in the summer months has historically translated to lower revenue in the
third quarter as compared to the second quarter, revenue for the third quarter of 2009 was slightly
higher than the prior quarter and there are indications that order levels within the Companys MVSD
segment may have stabilized. For the fourth quarter of 2009, we anticipate that both revenue and
operating expenses will increase from the levels reported in the third quarter. The anticipated
increase in operating expenses is due to savings from mandatory shutdown days in the third quarter
of 2009 that will not recur in the fourth quarter, as well as spending related to strategic
initiatives. Despite increased operating expenses, the Company does expect to generate operating
income in the fourth quarter of 2009.
Results of Operations
Revenue
Revenue decreased by $22,078,000, or 35%, for the three-month period and decreased by $66,425,000,
or 35%, for the nine-month period due to lower sales to customers in all three of the markets the
Company serves.
Discrete Factory Automation Market
Sales to manufacturing customers in the discrete factory automation area, which are included in the
Companys MVSD segment, represented 70% and 73% of total revenue for the three-month and nine-month
periods in 2009, respectively, compared to 67% and 68% for the same periods in 2008. Sales to
these customers decreased by $13,640,000, or 32%, for the three-month period and decreased by
$39,606,000, or 30%, for the nine-month period. Demand from the Companys factory automation
customers has been affected by the worldwide economic slowdown, which first began to impact the
Companys orders from these customers in the third quarter of 2008. For the second quarter in a
row, demand from these customers increased slightly over the prior quarter, which is a positive
indication that these order levels may have stabilized. Based on current order trends, we
anticipate revenue for this market will be higher in the fourth quarter of 2009 compared to the
third quarter of 2009.
Semiconductor and Electronics Capital Equipment Market
Sales to customers who make automation equipment for the semiconductor and electronics industries,
which are included in the Companys MVSD segment, represented 10% and 7% of total revenue for the
three-month and nine-month periods in 2009, respectively, compared to 16% and 18% for the same
periods in 2008. Sales to these customers decreased by $5,866,000, or 60%, for the three-month
period and decreased by $25,395,000, or 74%, for the nine-month period due to industry cyclicality,
as well as competitive market pressures. In recent years, the competitive landscape in this market
has changed, and price and flexibility of purchasing hardware from other vendors have become more
important factors in our customers purchasing decisions. To address this market change, the
Company has introduced software-only products; however, the average selling price of these
offerings is significantly lower than for a complete vision system, and therefore, we expect this
trend to have a negative impact on our revenue in this market. Although, for the second quarter in
a row, demand from these customers increased over the prior quarter, order levels are still
extremely low. As a result of the continued impact of a prolonged industry downturn and
24
pricing pressure, together with current worldwide economic conditions, we do not expect a
significant change in this business in the fourth quarter of 2009.
Surface Inspection Market
Sales to surface inspection customers, which comprise the Companys SISD segment, represented 20%
of total revenue for both the three-month and nine-month periods in 2009, compared to 17% and 14%
for the same periods in 2008. Revenue from these customers decreased by $2,572,000, or 23%, for
the three-month period and decreased by $1,424,000, or 5%, for the nine-month period due to lower
product revenue resulting from both the timing of shipments, as well as the impact of revenue
deferrals. While demand for the Companys surface inspection customers has not been significantly
impacted by current worldwide economic conditions to date, these conditions have increased
competitive market pressures resulting in higher discounting of products in order to maintain and
grow market share.
Product Revenue
Product revenue decreased by $20,871,000, or 36%, for the three-month period and decreased by
$63,514,000, or 36%, for the nine-month period primarily due to a lower volume of vision systems
sold to customers in the semiconductor and electronics capital equipment and discrete factory
automation markets. The timing of SISD shipments and the impact of revenue deferrals on that
market also contributed to the decline in product revenue for both the three-month and nine-month
periods. Product revenue in the first quarter of 2009 included $4,400,000 related to an
arrangement with a single customer for which product was shipped over the last two years, but
revenue was deferred until the final unit was delivered in the first quarter of 2009.
Service Revenue
Service revenue, which is derived from the sale of maintenance and support, education, consulting,
and installation services, decreased by $1,207,000, or 24%, for the three-month period and
decreased by $2,911,000, or 19%, for the nine-month period due to lower maintenance and support
revenue. In the nine-month period, the lower maintenance and support revenue was partially offset
by higher revenue from surface inspection installation services. Maintenance and support revenue
has declined due to the introduction of new products and functionality that make vision easier to
use and require less maintenance and support. Service revenue increased as a percentage of total
revenue to 9% and 10% for the three-month and nine-month periods in 2009, respectively, from 8% in
both periods in 2008.
Gross Margin
Gross margin as a percentage of revenue was 71% and 67% for the three-month and nine-month periods
in 2009, respectively, compared to 72% for both periods in 2008. This decrease was primarily due
to lower MVSD product margins, as well as a higher percentage of total revenue from the sale of
surface inspection systems, which have lower margins than the sale of modular vision systems.
MVSD Margin
MVSD gross margin as a percentage of revenue was 76% and 73% for the three-month and nine-month
periods in 2009, respectively, compared to 77% and 76% for the same periods in 2008. The decrease
in MVSD margin was primarily due to a lower product margin resulting from the impact of relatively
flat new product introduction costs on a lower revenue base, as well as higher provisions for
excess and obsolete inventory. These negative impacts were partially offset for the nine-month
period by the higher-than-average margin achieved on a $4,400,000 revenue arrangement recognized in
the first quarter of 2009. This arrangement included the transfer of source code, as well as the
delivery of product, which resulted in a higher selling price and a higher margin on the overall
arrangement.
SISD Margin
SISD gross margin as a percentage of revenue was 50% and 45% for the three-month and nine-month
periods in 2009, respectively, compared to 50% in both periods in 2008. The decrease in SISD
margin for the nine-month period was due to a lower service margin resulting from a higher
percentage of service revenue from installation services, which have lower margins than the sale of
maintenance and support, spare parts, and repairs. A lower product margin due to higher
discounting of products in response to
25
competitive market pressures, as well as a higher material and labor component for the systems sold
in 2009, also contributed to the decline in the SISD margin for the nine-month period. Although
the service margin for the three-month period was also impacted by a higher percentage of service
revenue from relatively low-margin installation services, an increase in the product margin offset
this decrease. The higher product margin for the three-month period was due to a lower material
and labor component for the systems sold in 2009. We anticipate that SISD margins will decline
over the next year as orders booked in 2009, with a higher discount as a result of competitive
market pressures, are recognized as revenue.
Product Margin
Product gross margin as a percentage of revenue was 74% and 72% for the three-month and nine-month
periods in 2009, respectively, compared to 75% for both periods in 2008. This decrease was
primarily due to the lower MVSD product margin as described above, as well as a higher percentage
of total revenue from the sale of surface inspection systems, which have lower margins than the
sale of modular vision systems. This decrease was partially offset for the nine-month period by
the higher-than-average margin achieved on a $4,400,000 revenue arrangement recognized in the first
quarter of 2009.
Service Margin
Service gross margin as a percentage of revenue was 35% and 30% for the three-month and nine-month
periods in 2009, respectively, compared to 38% and 40% for the same periods in 2008. This decrease
was due to the lower SISD service margin as described above. A lower MVSD service margin also
contributed to the decline in the service margin for the nine-month period. Although maintenance
and support costs for the nine-month period declined from the prior year due to improvements in
product ease of use, service revenue declined at a greater rate.
Operating Expenses
Research, Development, and Engineering Expenses
Research, development, and engineering (RD&E) expenses decreased by $2,317,000, or 26%, for the
three-month period and decreased by $3,997,000, or 15%, for the nine-month period. MVSD RD&E
expenses decreased by $2,234,000, or 27%, for the three-month period and decreased by $3,809,000,
or 15%, for the nine-month period, while SISD RD&E expenses were $83,000, or 10%, lower for the
three-month period and $188,000, or 7%, lower for the nine-month period.
The decrease in MVSD RD&E expenses was due to lower company bonus accruals ($140,000 for the
three-month period and $759,000 for the nine-month period) and lower stock-based compensation
expense ($333,000 for the three-month period and $930,000 for the nine-month period), as well as
the favorable impact of changes in foreign currency exchange rates ($128,000 for the three-month
period and $556,000 for the nine-month period). The U.S. Dollar was stronger relative to the Euro
in 2009 compared to 2008, resulting in lower RD&E costs when expenses of the Companys European
operations were translated to U.S. Dollars. In November 2008 and again in April 2009, the Company
announced a number of cost-cutting measures intended to reduce expenses in response to lower
revenue expectations. These measures included MVSD RD&E headcount reductions, primarily in the
United States, which lowered the Companys personnel-related costs, such as salaries and fringe
benefits ($535,000 for the three-month period and $694,000 for the nine-month period). Other cost
cutting measures, including mandatory shutdown days and a lower Company contribution to employees
401(k) plans in the third quarter of 2009, also lowered the Companys fringe benefit costs
($447,000 for the three-month period and $477,000 for the nine-month period).
The decrease in SISD RD&E expenses was primarily due to the timing of outside services ($77,000 for
the three-month period and $223,000 for the nine-month period).
RD&E expenses as a percentage of revenue were 16% and 19% for the three-month and nine-month
periods in 2009, respectively, and 14% for both periods in 2008. 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, and therefore, we expect to
continue to make RD&E investments in the future in strategic areas, such as the ID Products
business and the development of a Vision System on a Chip. In addition, we consider our ability
to accelerate time to market for new products critical to our ability to maintain and gain market
share. Although we target our RD&E spending to be
26
between 10% and 15% of revenue, this percentage
is impacted by revenue levels and the Company anticipates RD&E spending as a percentage of revenue
will be higher than these targets during 2009.
Selling, General, and Administrative Expenses
Selling, general, and administrative (SG&A) expenses decreased by $7,507,000, or 26%, for the
three-month period and decreased by $13,536,000, or 16%, for the nine-month period. MVSD SG&A
expenses decreased by $7,206,000, or 31%, for the three-month period and decreased by $11,715,000,
or 18%, for the nine-month period, while SISD SG&A expenses decreased $358,000, or 12%, for the
three-month period and decreased by $196,000, or 2%, for the nine-month period. Corporate expenses
that are not allocated to either division were $57,000, or 2%, higher for the three-month period
and $1,625,000, or 17%, lower for the nine-month period.
The decrease in MVSD SG&A expenses was due to the impact of cost-cutting measures announced by the
Company in November 2008 and again in April 2009 intended to reduce expenses in response to lower
revenue expectations. These measures included headcount reductions across all regions, which
lowered the Companys personnel-related costs, such as salaries, fringe benefits, commissions, and
travel ($2,488,000 for the three-month period and $3,081,000 for the nine-month period). Other
cost-cutting measures, including mandatory shutdown days and a lower Company contribution to
employees 401(k) plans in the third quarter of 2009, also lowered the Companys fringe benefit
costs for the three-month period ($755,000). In addition to lower spending related to headcount
levels, commissions also decreased due to business levels ($1,063,000) while travel decreased due
to tighter controls over discretionary spending and lower air travel rates ($1,044,000) for the
nine-month period. Other reductions in discretionary spending included lower marketing and
promotional expenses ($1,058,000 for the three-month period and $2,330,000 for the nine-month
period), lower expenses related to the Companys sales kick-off meetings held during the first
quarter each year ($609,000 for the nine-month period only), and lower company bonus accruals
($204,000 for the three-month period and $760,000 for the nine-month period). The favorable impact
of changes in foreign currency exchange rates also contributed to the decrease in expenses
($248,000 for the three-month period and $1,845,000 for the nine-month period). Finally, the
Company recorded intangible asset impairment charges of $1,000,000 in the first quarter of 2009 and
$1,500,000 in the third quarter of 2008 (refer to Note 6 to the Consolidated Financial Statements),
resulting in a $1,500,000 decrease in expenses for the three-month period and a $500,000 decrease
in expenses for the nine-month period.
The decrease in SISD SG&A expenses for the three-month period was due to lower sales commissions
($102,000), lower marketing and promotional expenses ($82,000), as well as additional savings from
shutdown days and other cost-cutting measures implemented in the third quarter ($92,000). For the
nine-month period, the decrease in SISD SG&A expenses was due to lower sales commissions ($128,000)
and the favorable impact of foreign currency exchange rates ($253,000), which were partially offset
by costs related to the opening of a sales office in China ($178,000).
The decrease in corporate expenses for the nine-month period was due to lower company bonus
accruals ($414,000) and lower stock-based compensation expense ($1,002,000). In addition, fewer
employees were dedicated to corporate activities in 2009 ($637,000) and tax services related to a
Japanese tax audit were lower ($417,000). These savings were partially offset by increased legal
fees primarily for patent-infringement actions ($1,248,000 refer to Note 8 to the Consolidated
Financial Statements). For the three-month period, savings from lower stock-based compensation
expense ($658,000) and the cost-cutting measures implemented in the third quarter ($117,000) were
offset by higher legal fees primarily for patent-infringement actions ($959,000).
Restructuring Charges
November 2008
In November 2008, the Company announced the closure of its facility in Duluth, Georgia, which the
Company anticipates will result in long-term cost savings. This facility included a distribution
center for MVSD customers located in the Americas, an engineering group dedicated to supporting the
Companys MVSD Vision Systems products, and a sales training and support group, as well as a team
of finance support staff. During the second quarter of 2009, this distribution center was
consolidated into the Companys headquarters in Natick, Massachusetts resulting in a single
distribution center for MVSD
27
customers located in the Americas. Although a portion of the
engineering and sales training and support positions have been transferred to other locations, the
majority of these positions, and all of the finance positions, have been eliminated. The Company
expects to achieve expense savings of approximately $2,000,000 in 2009, which
will be partially offset by $992,000 of restructuring costs, and expense savings of approximately
$3,500,000 per year thereafter related to the closure of its Duluth, Georgia facility. The Company
hired fewer employees to staff the new distribution center in Natick, Massachusetts than originally
planned, resulting in higher estimated cost savings than the original estimate. These savings will
be realized in Cost of revenue, Research, development, and engineering expenses, and Selling,
general, and administrative expenses on the Consolidated Statements of Operations.
The Company estimates the total restructuring charge to be approximately $1,250,000, of which
$1,216,000 has been recorded to date and included in Restructuring charges on the Consolidated
Statements of Operations in the MVSD reporting segment. The remaining cost will be recognized
during the fourth quarter of 2009. The following table summarizes the restructuring plan (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred in |
|
|
Incurred in |
|
|
Cumulative |
|
|
|
Total Amount |
|
|
the Three- |
|
|
the Nine- |
|
|
Amount Incurred |
|
|
|
Expected to be |
|
|
months Ended |
|
|
months Ended |
|
|
through |
|
|
|
Incurred |
|
|
October 4, 2009 |
|
|
October 4, 2009 |
|
|
October 4, 2009 |
|
One-time termination benefits |
|
$ |
552 |
|
|
$ |
(40 |
) |
|
$ |
298 |
|
|
$ |
552 |
|
Contract termination costs |
|
|
374 |
|
|
|
|
|
|
|
374 |
|
|
|
374 |
|
Other associated costs |
|
|
324 |
|
|
|
29 |
|
|
|
286 |
|
|
|
290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,250 |
|
|
$ |
(11 |
) |
|
$ |
958 |
|
|
$ |
1,216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits include severance and retention bonuses for 31 employees who were
terminated. Severance and retention bonuses for those employees who continued to work after the
notification date were recognized over the service period. Contract termination costs primarily
include rental payments for the Duluth, Georgia facility for periods subsequent to the date the
distribution activities were transferred to Natick, Massachusetts, for which the Company will not
receive an economic benefit. These contract termination costs were recognized in the second
quarter of 2009 when the Company ceased using the Duluth, Georgia facility. Other associated costs
primarily include travel and transportation expenses between Georgia and Massachusetts related to
the closure of the Georgia facility and relocation costs related to employees transferred to other
locations, as well as outplacement services for the terminated employees. These costs are being
recognized when the services are performed.
The following table summarizes the activity in the Companys restructuring reserve, which is
included in Accrued expenses on the Consolidated Balance Sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time |
|
|
Contract |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Termination |
|
|
Associated |
|
|
|
|
|
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
Balance as of December 31, 2008 |
|
$ |
207 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
207 |
|
Restructuring charges |
|
|
393 |
|
|
|
374 |
|
|
|
286 |
|
|
|
1,053 |
|
Cash payments |
|
|
(505 |
) |
|
|
(268 |
) |
|
|
(267 |
) |
|
|
(1,040 |
) |
Restructuring adjustments |
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
|
|
|
$ |
106 |
|
|
$ |
19 |
|
|
$ |
125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring adjustments are primarily due to the forfeiture of one-time termination benefits,
including severance and retention bonuses, by certain employees who voluntarily terminated their
employment prior to the end of the communicated service period or who were retained as employees in
another capacity. The impact of revisions to the service period for certain employees entitled to
severance and retention bonuses is also included in the restructuring adjustment.
April 2009
In April 2009, the Company announced a variety of cost-cutting measures, including restructuring
actions involving a work force reduction and office closures, intended to more closely align the
Companys cost structure with the current lower levels of business resulting from worldwide
economic conditions. These restructuring actions are expected to achieve expense savings of
approximately $4,500,000 in 2009, which will be partially offset by $3,100,000 of restructuring
costs, and expense savings of approximately
28
$8,500,000 in 2010. These savings will be realized in
Cost of revenue, Research, development, and engineering expenses, and Selling, general, and
administrative expenses on the Consolidated Statements of Operations. In addition to these
restructuring actions, the Company also took other steps to cut expenses in
2009, including mandatory shutdown days, a lower Company contribution to employees 401(k) plans,
cuts in certain executive salaries, and decreases in discretionary spending. These additional
actions may or may not be extended into 2010 depending upon the business climate.
The total restructuring charge from these actions was $3,100,000, all of which has been recorded to
date and included in Restructuring charges on the Consolidated Statements of Operations in the
MVSD reporting segment. The following table summarizes the restructuring plan (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incurred in |
|
|
Incurred in |
|
|
|
Total Amount |
|
|
the Three- |
|
|
the Nine- |
|
|
|
Expected to be |
|
|
months Ended |
|
|
months Ended |
|
|
|
Incurred |
|
|
October 4, 2009 |
|
|
October 4, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits |
|
$ |
2,830 |
|
|
$ |
37 |
|
|
$ |
2,830 |
|
Contract termination costs |
|
|
167 |
|
|
|
(16 |
) |
|
|
167 |
|
Other associated costs |
|
|
103 |
|
|
|
13 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,100 |
|
|
$ |
34 |
|
|
$ |
3,100 |
|
|
|
|
|
|
|
|
|
|
|
One-time termination benefits include severance for 72 employees who were terminated. Severance
for those employees who continued to work after the notification date was recognized over the
service period. Contract termination costs include early cancellation penalties for offices closed
prior to the end of the lease. These contract termination costs were recognized in the second
quarter of 2009 when the Company terminated these contracts. Other associated costs primarily
include legal costs related to the employee termination actions. These costs were recognized in
the second quarter of 2009 when the services were performed.
The following table summarizes the activity in the Companys restructuring reserve, which is
included in Accrued expenses on the Consolidated Balance Sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time |
|
|
Contract |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Termination |
|
|
Associated |
|
|
|
|
|
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
Balance as of December 31, 2008 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Restructuring charges |
|
|
2,830 |
|
|
|
183 |
|
|
|
107 |
|
|
|
3,120 |
|
Cash payments |
|
|
(2,691 |
) |
|
|
(167 |
) |
|
|
(92 |
) |
|
|
(2,950 |
) |
Restructuring adjustments |
|
|
|
|
|
|
(16 |
) |
|
|
(4 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
139 |
|
|
$ |
|
|
|
$ |
11 |
|
|
$ |
150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring adjustments are due to lower lease cancellation penalties and lower legal costs than
originally estimated.
September 2009
On October 1, 2009, which was the Companys fiscal September, the Company announced the closure of
its facility in Kuopio, Finland, which the Company anticipates will result in long-term cost
savings and production efficiencies. This facility included a SISD system assembly and integration
team, a SISD spare parts depot, an engineering group dedicated to supporting the Companys SISD
products, as well as finance and support staff. The Company anticipates that the expense savings
will be offset by the restructuring costs in 2009; however, the Company expects to achieve cost
savings of approximately $1,000,000 in 2010 related to the closure of the Kuopio, Finland facility.
These savings will be realized in Cost of revenue, Research, development, and engineering
expenses, and Selling, general, and administrative expenses on the Consolidated Statements of
Operations.
The Company estimates the total restructuring charge from these actions to be approximately
$676,000, of which $200,000 has been recorded to date and included in Restructuring charges on
the Consolidated Statements of Operations in the SISD reporting segment. The remaining cost will
be recognized during the
29
fourth quarter of 2009 and the first half of 2010. The following table
summarizes the restructuring plan (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Incurred in |
|
|
|
Amount |
|
|
the Three- |
|
|
|
Expected to |
|
|
months Ended |
|
|
|
be Incurred |
|
|
October 4, 2009 |
|
|
|
|
|
|
|
|
|
|
One-time termination benefits |
|
$ |
410 |
|
|
$ |
189 |
|
Contract termination costs |
|
|
156 |
|
|
|
|
|
Other associated costs |
|
|
110 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
$ |
676 |
|
|
$ |
200 |
|
|
|
|
|
|
|
|
One-time termination benefits include salary, which the Company is obligated to pay over the legal
notification period, and severance for eight employees who have been notified that they will be
terminated at a future date. A liability for the termination benefits of those employees who will
not be retained to render service beyond the legal notification period was measured and recognized
at the communication date. A liability for the termination benefits of those employees who will be
retained to render service beyond the legal notification period was measured initially at the
communication date but will be recognized over the future service period. Contract termination
costs include rental payments for the Kuopio, Finland facility during the periods for which the
Company will not receive an economic benefit. These contract termination costs will be recognized
in the fourth quarter of 2009 when the Company ceases using the facility. Other associated costs
include legal costs related to the employee termination actions, as well as travel and
transportation expenses between Kuopio and other Cognex locations related to the closure of the
facility. These costs are being recognized when the services are performed.
The following table summarizes the activity in the Companys restructuring reserve, which is
included in Accrued expenses on the Consolidated Balance Sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-time |
|
|
Contract |
|
|
Other |
|
|
|
|
|
|
Termination |
|
|
Termination |
|
|
Associated |
|
|
|
|
|
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
Balance as of December 31, 2008 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Restructuring charges |
|
|
189 |
|
|
|
|
|
|
|
11 |
|
|
|
200 |
|
Cash payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of October 4, 2009 |
|
$ |
189 |
|
|
$ |
|
|
|
$ |
11 |
|
|
$ |
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonoperating Income (Expense)
The Company recorded a foreign currency gain of $1,000 and a foreign currency loss of $813,000 for
the three-month and nine-month periods in 2009, respectively, compared to a gain of $327,000 and
$798,000 for the three-month and nine-month periods in 2008, respectively. The foreign currency
gains and losses in each period resulted primarily from the revaluation and settlement of accounts
receivable and intercompany balances that are reported in one currency and collected in another.
Although the foreign currency exposure of the accounts receivable is largely mitigated through the
use of forward contracts, this program depends upon forecasts of sales and collections, and
therefore, gains or losses on the underlying receivables may not perfectly offset losses or gains
on the contracts.
Investment income decreased by $1,456,000, or 78%, for the three-month period and decreased by
$3,734,000, or 67%, for the nine-month period. This decrease was due to both lower average
invested balances and declining yields on the Companys portfolio of debt securities.
The Company recorded other expense of $158,000 for the three-month period in 2009 and other income
of $1,517,000 for the nine-month period in 2009 compared to other expense of $45,000 for the
three-month period in 2008 and other income of $339,000 for the nine-month period in 2008. The
Company recorded $2,003,000 and $425,000 of other income in the first quarter of 2009 and 2008,
respectively, upon the expiration of the applicable statutes of limitations relating to a tax
holiday, during which time the Company collected value-added taxes from customers that were not
required to be remitted to the government authority. Other income (expense) also includes rental
income, net of associated expenses, from leasing buildings adjacent to the Companys corporate
headquarters.
30
Income Tax Expense (Benefit) on Continuing Operations
The Companys effective tax rate on continuing operations was a benefit of 294% and a benefit of
51% for the three-month and nine-month periods in 2009, respectively, compared to a benefit of 12%
and an expense of 14% for the same periods in 2008.
The effective tax rate for the third quarter of 2009 included a decrease in tax expense of
$3,150,000 upon the expiration of the statutes of limitations for certain reserves for income tax
uncertainties and a decrease in tax expense of $197,000 for the final true-up of the prior years
tax accrual upon filing the actual tax returns. These discrete tax events decreased the effective
tax rate from a benefit of 1% to a benefit of 294% for the three-month period in 2009 and decreased
the effective tax rate from a benefit of 20% to a benefit of 51% for the nine-month period in 2009.
The effective tax rate for the first quarter of 2008 included an increase in tax expense of
$136,000 for a capital loss reserve and a decrease in tax expense of $48,000 to decrease a reserve
for income tax uncertainties for a true-up of a prior year estimate. The effective tax rate for
the third quarter of 2008 included a decrease in tax expense of $4,390,000 upon the expiration of
the statutes of limitations and the final settlement with the Internal Revenue Service for an audit
of tax years 2003 through 2006; an increase in tax expense of $317,000 from the final true-up of
the prior years tax accrual upon filing the actual tax returns; and an increase in tax expense of
$17,000 resulting from a reduction of certain deferred state tax assets reflecting a tax rate
change in Massachusetts. These discrete tax events decreased the effective tax rate from an
expense of 28% to a benefit of 12% for the three-month period in 2008 and decreased the effective
tax rate from an expense of 26% to an expense of 14% for the nine-month period in 2008.
The effective tax rate excluding discrete tax events decreased from an expense of 26% of the
Companys pre-tax income in 2008 to a benefit of 20% of the Companys pre-tax loss in 2009 for the
nine-month period due to a higher proportion of current-year projected losses being incurred in low
tax jurisdictions compared to high tax jurisdictions. The effective tax rate excluding discrete
tax events decreased from an expense of 28% of the Companys pre-tax income in 2008 to a benefit of
1% of the Companys pre-tax loss in 2009 for the three-month period. The effective tax rate
excluding discrete tax events for the three-month period in 2009 reflects a true-up of the 2009 tax
rate from an 18% benefit to a 20% benefit. The effective tax rate excluding discrete tax events
for the three-month period in 2008 reflects a true-up of the 2008 tax rate from an expense of 25%
to an expense of 26%.
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, cash equivalent, and investment balance of $205,915,000 at October 4, 2009. The Company has
established guidelines relative to credit ratings, diversification, and maturities of its
investments that maintain liquidity.
The Companys cash requirements during the first nine months of 2009 were met with its existing
cash balances and cash from investment maturities. Cash requirements primarily consisted of
operating activities, capital expenditures, and the payment of dividends. Capital expenditures for
the first nine months of 2009 totaled $4,512,000 and consisted primarily of costs to fit up a
distribution center in Natick, Massachusetts, as well as expenditures for leasehold improvements at
the Companys SISD headquarters, computer hardware, and manufacturing test equipment related to new
product introductions.
In the fourth quarter of 2008 and again during 2009, the Company announced a number of cost-cutting
measures intended to reduce expenses in response to lower revenue expectations. Restructuring
charges for these actions are expected to total $5,026,000, of which $51,000 was paid out during
the fourth quarter of 2008, $152,000 was paid out during the first quarter of 2009, $2,467,000 was
paid out during the second quarter of 2009, and $1,371,000 was paid out during the third quarter of
2009. The remaining $985,000 is expected to be paid out in the fourth quarter of 2009 and the
first half of 2010.
In June 2000, Cognex Corporation became a Limited Partner in Venrock Associates III, L.P.
(Venrock), a venture capital fund. A Director of the Company is a General Partner of Venrock
Associates. The Company has committed to a total investment in the limited partnership of up to
$20,500,000, with the commitment period expiring on December 31, 2010. The Company does not have
the right to withdraw from the partnership prior to December 31, 2010. As of October 4, 2009, the
Company had contributed $19,488,000 to the partnership. No contributions were made and no
distributions were received during the first nine
months of 2009. The remaining commitment of $1,012,000 can be called by Venrock at any
time through 2010.
31
In April 2008, the Companys Board of Directors authorized the repurchase of up to $50,000,000 of
the Companys common stock. As of October 4, 2009, the Company had repurchased a total of
1,038,797 shares at a cost of $20,000,000 under this program. The Company did not purchase any
shares under this program during the first nine months of 2009. The Company may repurchase shares
under this program in future periods depending upon a variety of factors, including, among other
things, the stock price level, share availability, and cash reserve requirements.
Beginning in the third quarter of 2003, the Companys Board of Directors has declared and paid a
cash dividend in each quarter, including a dividend of $0.15 per share that amounted to $5,948,000
in the first quarter of 2009, a dividend of $0.05 per share that amounted to $1,983,000 in the
second quarter of 2009, and a divided of $0.05 per share that amounted to $1,983,000 in the third
quarter of 2009, for a total payment of $9,914,000 for the first nine months of 2009. On November
2, 2009, the Companys Board of Directors declared a cash dividend of $0.050 per share payable in
the fourth quarter of 2009. Future dividends will be declared at the discretion of the Companys
Board of Directors and will depend upon such factors as the Board deems relevant including, among
other things, the Companys ability to generate positive cash flows from operations.
On September 30, 2009, the Company acquired the web monitoring business of Monitoring Technology
Corporation (MTC). The Company paid $5,000,000 in cash, with $4,500,000 paid upon closing and
$500,000 to be paid during the fourth quarter of 2009 into an escrow account. There are no
contingent payments. The purchase price is subject to a working capital adjustment that is
estimated at the date of this filing to be $59,000 payable to Cognex during the fourth quarter of
2009, thereby reducing the purchase price to $4,941,000. The Companys business strategy includes
selective expansion into new machine vision applications through the acquisition of businesses and
technologies, which may result in significant cash outlays in the future.
The Company believes that its existing cash, cash equivalent, 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. As of October 4, 2009, the Company had approximately
$198,447,000 in either cash or investments that could be converted into cash. In addition, Cognex
has no long-term debt and we do not anticipate needing debt financing in the near future. We
believe that our strong cash position, together with the cost-cutting measures we implemented over
the past several months, put us in a relatively good position with respect to our longer term
liquidity needs.
New Pronouncements
Accounting Standards Update (ASU) 2009-13, Multiple Deliverable Revenue Arrangements a
consensus of the FASB Emerging Issues Task Force
In September 2009, ASU 2009-13 was released. The ASU updates the Codification to modify the
requirements for determining whether a deliverable in a multiple-deliverable revenue arrangement
can be treated as a separate unit of accounting. ASU 2009-13 removes the criteria that there be
objective and reliable evidence of fair value of the undelivered item(s) and requires the vendor to
use its best estimate of the selling price of the deliverables to allocate arrangement
consideration when vendor-specific or third-party evidence cannot be determined. The residual
method of allocating arrangement consideration is no longer permitted. By providing another
alternative for determining the selling price of the deliverables, this standard allows companies
to allocate revenue in multiple-deliverable arrangements in a manner that better reflects the
transactions economics and will often result in earlier revenue recognition. ASU 2009-13 is
effective for revenue arrangements entered into or materially modified in fiscal years beginning on
or after June 15, 2010; however, early application is permitted as of the beginning of a fiscal
year. Management is in the process of evaluating the impact of this update and whether early
adoption will be elected.
Accounting Standards Update (ASU) 2009-14, Certain Revenue Arrangements That Include Software
Elements a consensus of the FASB Emerging Issues Task Force
32
In September 2009, ASU 2009-14 was released. The ASU updates the Codification to remove from the
scope of Statement of Position (SOP) 97-2 tangible products containing software components and
non-software components that function together to deliver the products essential functionality.
Revenue recognition for transactions that meet this definition would be similar to that for other
tangible products, and ASU 2009-13 (as described above) would be applicable for
multiple-deliverable revenue arrangements. ASU 2009-14 is effective for fiscal years beginning on
or after June 15, 2010; however, early application is permitted as of the beginning of a fiscal
year. Management is in the process of evaluating the impact of this update and whether early
adoption will be elected.
Accounting Standards Update (ASU) 2009-12, Investments in Certain Entities That Calculate Net
Asset Value per Share (or Its Equivalent)
In September 2009, ASU 2009-12 was released. The ASU updates the Codification to provide
additional guidance on how companies should measure the fair value of certain alternative
investments such as hedge funds, private equity funds, and venture capital funds. The guidance
allows companies to determine the fair value of such investments using Net Asset Value as a
practical expedient, unless it is probable the investment will be sold at something other than Net
Asset Value. The ASU also requires new disclosures for each major category of alternative
investments including the nature of restrictions on investors ability to redeem its investment,
any unfunded commitments, and the investment strategies of investees. ASU 2009-12 is effective for
the first annual or interim reporting period ending after December 15, 2009; however early
application is permitted. Management is in the process of evaluating the impact of this update.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the Companys exposures to market risk since December 31,
2008.
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 Companys systems evolve with its business. There was no
change in the Companys internal control over financial reporting that occurred during the
three-month period ended October 4, 2009 that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting.
33
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In May 2008, the Company filed a complaint against MvTec Software GmbH, MvTec LLC,
and Fuji America Corporation in the United States District Court for the District of
Massachusetts alleging infringement of certain patents owned by the Company. This
matter is in its early stages. In April 2009 and again in June 2009, Defendant MvTec
Software GmbH filed re-examination requests of the patents-at-issue with the United
States Patent and Trademark Office.
In May 2009, the Company pre-filed a complaint with the United States International
Trade Commission (ITC) pursuant to Section 337 of the Tariff Act of 1930, as amended,
19 U.S.C. §1337, against MvTec Software GmbH, MvTec LLC, Fuji America, and several
other respondents alleging unfair methods of competition and unfair acts in the
unlawful importation into the United States, sale for importation, or sale within the
United States after importation. By this filing, the Company requested the ITC to
investigate the Companys contention that certain machine vision software, machine
vision systems, and products containing same infringe, and respondents directly
infringe and/or actively induce and/or contribute to the infringement in the United
States, of one or more of the Companys U.S. patents. In July 2009, the ITC issued
an order that it would institute an investigation based on the Companys assertions.
In September 2009, the Company reached a settlement with two of
the respondents. The settlement did not have a material impact on the
Companys Consolidated Statements of Operations or Consolidated
Balance Sheets.
In May 2008, Microscan Systems, Inc. filed a complaint against the Company in the
United States District Court for the Western District of Washington alleging
infringement of U.S. Patent No. 6.105.869 owned by Microscan Systems, Inc. The
complaint alleges that certain of the Companys DataMan 100 and 700 series products
infringe the patent in question. In November 2008, the Company filed an answer and
counterclaim alleging that the Microscan patent was invalid and not infringed, and
asserting a claim for infringement of U.S. Patent No. 6.636.298. This matter is in
the discovery stage.
The Company cannot predict the outcome of the above-referenced matters and an adverse
resolution of these lawsuits could have a material, adverse effect on the Companys
financial position, liquidity, results of operations, and/or indemnification
obligations. In addition, various other 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 incidental
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.
ITEM 1A. RISK FACTORS
The Companys restructuring programs may result in disruption to our business and may
negatively impact our operating results.
In 2009, the Company announced various restructuring actions which we anticipate will
result in long-term cost savings. These actions, which include work force
reductions, office closures, mandatory shutdown days, and decreases in discretionary
spending, are intended to more closely align our cost structure with the current
lower levels of business resulting from worldwide economic conditions. However,
these actions are unlikely to be sufficient for the Company to generate a profit for
2009. Although we expect to continue to make investments in strategic areas
throughout this downturn, these restructuring actions may nevertheless negatively
impact programs we believe are crucial to the long-term success of the Company, such
as the ability to accelerate time to market for new products. In addition, our
ability to provide a high level of service to our customers may be negatively
impacted by these actions, particularly in regions where we have significantly
downsized our operations.
For a complete list of factors that could affect the Companys business, results of
operations, and financial condition, see the risk factors discussion provided in Part
I Item 1A of the Companys Annual Report on Form 10-K for the year ended December
31, 2008.
34
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 periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
Approximate |
|
|
|
|
|
|
|
|
|
|
of Shares |
|
Dollar Value |
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
of Shares that |
|
|
|
|
|
|
|
|
|
|
Part of |
|
May Yet Be |
|
|
|
|
|
|
|
|
|
|
Publicly |
|
Purchased |
|
|
Total Number |
|
|
|
|
|
Announced |
|
Under the |
|
|
of Shares |
|
Average Price |
|
Plans or |
|
Plans or |
|
|
Purchased |
|
Paid per Share |
|
Programs (1) |
|
Programs |
July 6 August 2, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,000,000 |
|
August 3 August 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,000,000 |
|
August 31 October 4, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,000,000 |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
30,000,000 |
|
|
|
|
(1) |
|
In April 2008, the Companys Board of Directors authorized the
repurchase of up to an additional $50,000,000 of the Companys common stock. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
18.1 Letter from Grant Thornton LLP regarding change in
Accounting Principles*
31.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
31.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934*
32.1 Certification of Chief 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 Chief Financial Officer pursuant to 18 U.S.C. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
* |
|
Filed herewith |
|
** |
|
Furnished herewith |
35
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 2, 2009 |
COGNEX CORPORATION
|
|
|
By: |
/s/ Robert J. Shillman
|
|
|
|
Robert J. Shillman |
|
|
|
Chief Executive Officer, President, and Chairman
of the Board of Directors
(duly authorized officer, principal executive officer) |
|
|
|
|
|
|
By: |
/s/ Richard A. Morin
|
|
|
|
Richard A. Morin |
|
|
|
Executive Vice President of Finance and Administration,
Chief Financial Officer, and Treasurer
(duly authorized officer, principal financial and
accounting officer) |
|
|
36