8-K

COGNEX CORP (CGNX)

8-K 2021-02-11 For: 2021-02-11
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported): February 11, 2021

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

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

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

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

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

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

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

Emerging growth company       ☐

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


Item 2.02 Results of Operations and Financial Condition

On February 11, 2021, Cognex Corporation (the “Company”) issued a news release to report its financial results for the quarter and year ended December 31, 2020. The release is furnished as Exhibit 99.1 hereto. The information in Item 2.02 of this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

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

On February 11, 2021, Dr. Robert J. Shillman, Chairman and Chief Culture Officer of the Company, informed the Company of his decision to retire from the Company’s Board of Directors and as an executive officer of the Company, effective May 5, 2021. Dr. Shillman will remain as an employee of the Company in an advisory role. Anthony Sun, the Company’s Lead Independent Director, will succeed Dr. Shillman as Chairman of the Company’s Board of Directors.

Item 8.01 Other Events

On February 11, 2021, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.06 per share. The dividend is payable on March 12, 2021 to all shareholders of record at the close of business on February 26, 2021.

Item 9.01 Financial Statements and Exhibits

(d)            Exhibits

Exhibit No. Description
99.1 News release, dated February 11, 2021, by Cognex Corporation (furnished<br> herewith)
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

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

COGNEX CORPORATION
Dated: February 11, 2021 By:/s/ Paul Todgham
Paul Todgham
Senior Vice President and Chief Financial Officer

Exhibit 99.1

Cognex Announces Q4 2020 Results

Cognex Reports Record Fourth Quarter and Full Year Revenue for 2020

NATICK, Mass.--(BUSINESS WIRE)--February 11, 2021--Cognex Corporation (NASDAQ: CGNX) today reported financial results for 2020. Table 1 below shows selected financial data for Q4-20 compared with Q4-19 and Q3-20, and the year ended December 31, 2020 compared with the year ended December 31, 2019.

Table 1<br><br> <br>(Dollars in thousands, except per share amounts)
Revenue Net Income Net Income per Diluted Share Non-GAAP Net Income per Diluted Share*
Quarterly Comparisons
Current quarter: Q4-20 $223,615 $69,345 $0.39 $0.32
Prior year’s quarter: Q4-19 $169,769 $80,327 $0.46 $0.11
Change: Q4-19 to Q4-20 32% (14)% (15)% 191%
Prior quarter: Q3-20 $251,073 $87,506 $0.49 $0.47
Change: Q3-20 to Q4-20 (11)% (21)% (20)% (32)%
Yearly Comparisons
Year ended December 31, 2020 $811,020 $176,186 $1.00 $1.09
Year ended December 31, 2019 $725,625 $203,865 $1.16 $0.80
Change from 2019 to 2020 12% (14)% (14)% 36%

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

“It’s hard to call 2020 a ‘good’ year, but we are, nevertheless, pleased with the financial results that we were able to achieve,” said Dr. Robert J. Shillman, Founder and Chairman of Cognex. “We set a new record for both Q4 and annual revenue despite significant economic disruption and weakness in the automotive industry. Importantly, we remained focused on long-term growth opportunities, which we believe has positioned us well going into 2021.”

“The past year was a turbulent time for most businesses, including Cognex,” said Robert J. Willett, Chief Executive Officer of Cognex. “We are proud of our achievements, and the continued dedication and hard work of Cognoids around the world during this difficult period. While economic conditions remain unpredictable, we are cautiously optimistic that the strength we experienced in the second half of 2020 will continue into the new year.”


Summary of the Year

Cognex reported record revenue of $811 million in 2020—representing an increase of 12% year-on-year―despite significant disruptions to the global economy during the year. Revenue growth was due to higher revenue from consumer electronics and the e-commerce fulfillment sector of logistics, and particularly from large customers that benefited from higher consumer demand during the COVID-19 pandemic. Revenue from medical-related industries also increased, though considerably less than the increase from consumer electronics and logistics.

Operating income on a GAAP basis was 21% of revenue compared to 20% for 2019 because of the higher revenue. Cognex remained focused on the long term and invested a record $131 million, or 16% of revenue, in engineering, marking the company’s tenth consecutive year of Research, Development and Engineering (RD&E) growth. We believe that our position as a leader in machine vision is due, in large part, to the engineering content in our products, and we intend to continue to invest in RD&E going forward. The company recorded pre-tax restructuring charges of approximately $16 million for steps taken to reduce expenses, including a workforce reduction and lease terminations. In addition, Cognex recorded non-cash charges of approximately $27 million in the second quarter for the impairment of intangible assets and write-down of excess and obsolete inventory due to the deteriorated business conditions. Excluding restructuring and other charges, operating income was 27% of revenue for 2020 compared to 20% in the prior year.

Details of the Quarter

Statement of Operations Highlights – Fourth Quarter of 2020

  • Cognex reported record fourth quarter revenue for 2020. Revenue increased by 32% from Q4-19 and declined by 11% from Q3-20. Growth year-on-year was due to continued strong performance in the e-commerce sector of logistics and higher revenue from manufacturers of consumer electronics. The sequential decrease was due to the Q3-20 timing of large-customer deployments in the consumer electronics industry. Outside that industry, revenue increased on a sequential basis due to growth in logistics and improved spending in automotive and the broader factory automation market.

  • Gross margin was 75% for Q4-20, 74% for Q4-19, and 76% for Q3-20, and within the company’s target range for all periods.

  • RD&E expenses increased by 4% from Q4-19 and 14% from Q3-20. The increase, both year-on-year and sequentially, reflects higher incentive compensation costs resulting from the achievement of company performance objectives, which are established annually. Notably, Cognex did not meet its performance goals in 2019, and therefore no bonuses were paid.


  • Selling, General & Administrative (SG&A) expenses were flat with Q4-19 and increased by 15% from Q3-20. The increase in SG&A spending from Q3-20 was due to higher incentive compensation costs, primarily sales commissions related to the revenue growth. Lower travel and entertainment costs offset an increase in incentive compensation on a year-on-year basis.

  • The effective tax rate in Q4-20 was a benefit of 7% compared with a benefit of 250% in Q4-19 and an expense of 14% in Q3-20. Excluding the discrete tax adjustments summarized in Exhibit 2, the tax rate was an expense of 14% in Q4-20, 18% in Q4-19, and 18% in Q3-20. In Q4-20, Cognex recorded a net discrete tax benefit of $14 million related primarily to tax return filings. The largest component is the application of new regulations on the use of foreign tax credits in the company’s 2019 U.S. federal tax return filed in Q4-20.

Balance Sheet Highlights – December 31, 2020

  • Cognex’s financial position as of December 31, 2020 **** continued to be strong, with approximately $767 million in cash and investments and no debt. In 2020, Cognex generated $242 million in cash from operations and $126 million from the exercise of stock options. In addition, during 2020, the company paid $391 million in dividends to shareholders—including approximately $350 million in a very special dividend that was paid using existing cash balances―and spent $51 million to repurchase its common stock. Cognex intends to continue to repurchase shares of its common stock pursuant to its existing stock repurchase program, subject to market conditions and other relevant factors.

Financial Outlook – Q1 2021

  • Cognex believes revenue in Q1-21 will be between $225 million and $245 million. The company expects growth over both Q1-20 and Q4-20 due primarily to higher revenue anticipated from the e-commerce sector of logistics.

  • Gross margin for Q1-21 is expected to be in the mid-70% range, and likely lower than the gross margin reported for Q4-20.

  • Operating expenses are expected to be flat to slightly down from Q1-20.

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


Non-GAAP Financial Measures

  • Exhibit 2 of this news release includes a reconciliation of certain financial measures from GAAP to non-GAAP. Cognex believes these non-GAAP financial measures are helpful because they allow investors to more accurately compare Cognex results over multiple periods using the same methodology that management employs in its budgeting process and in its review of Cognex’s operating results. Non-GAAP presentations exclude the following: (1) stock-based compensation expense for calculating non-GAAP adjusted operating income and net income (because these expenses have no current effect on cash or the future uses of cash, and they fluctuate because of changes in Cognex’s stock price), and (2) certain one-time discrete events, such as restructuring charges, intangible asset impairment charges, excess and obsolete inventory charges, and tax adjustments (because these costs are outside of Cognex’s normal business operations and not used by management to assess Cognex’s operating results). Cognex also uses results on a constant-currency basis as one measure to evaluate performance. Constant-currency information compares results between periods as if the exchange rates had remained constant period-over-period. Cognex does not intend for non-GAAP financial measures to be considered in isolation, or as a substitute for financial information provided in accordance with GAAP.

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

Analyst Conference Call and Simultaneous Webcast

  • Cognex will host a conference call today at 5:00 p.m. Eastern Standard Time (EST). The telephone number is (877) 704-4573 (or (201) 389-0911 if outside the United States). A replay will begin at 8:00 p.m. EST today and will be available until 11:59 p.m. EST on Sunday, February 14, 2021. The telephone number for the replay is (877) 660-6853 (or (201) 612-7415 if outside the United States). The access code for both the live call and the replay is 13713966.

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


About Cognex Corporation

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

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

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


Exhibit 1
COGNEX CORPORATION<br><br> <br>Statements of Operations<br><br> <br>(Unaudited)<br><br> <br>Dollars in thousands, except per share amounts
Three-months Ended Twelve-months Ended
December 31, 2020 September 27, <br><br> 2020 December 31, <br><br> 2019 December 31, 2020 December 31, <br><br> 2019
Revenue $ 223,615 $ 251,073 $ 169,769 $ 811,020 $ 725,625
Cost of revenue (1) 55,160 59,741 44,871 206,421 189,754
Gross margin 168,455 191,332 124,898 604,599 535,871
Percentage of revenue 75 % 76 % 74 % 75 % 74 %
Research, development, and engineering <br><br> expenses (1) 34,399 30,240 32,991 130,982 119,427
Percentage of revenue 15 % 12 % 19 % 16 % 16 %
Selling, general, and administrative expenses (1) 74,096 64,206 74,300 267,593 273,842
Percentage of revenue 33 % 26 % 44 % 33 % 38 %
Restructuring charges 875 251 15,924
Intangible asset impairment charges 19,571
Operating income 59,085 96,635 17,607 170,529 142,602
Percentage of revenue 26 % 38 % 10 % 21 % 20 %
Foreign currency gain (loss) 4,007 2,357 894 3,697 (509 )
Investment and other income 1,828 2,317 4,420 12,685 20,901
Income before income tax expense (benefit) 64,920 101,309 22,921 186,911 162,994
Income tax expense (benefit) (4,425 ) 13,803 (57,406 ) 10,725 (40,871 )
Net income $ 69,345 $ 87,506 $ 80,327 $ 176,186 $ 203,865
Percentage of revenue 31 % 35 % 47 % 22 % 28 %
Net income per weighted-average common and common-equivalent share:
Basic $ 0.40 $ 0.50 $ 0.47 $ 1.02 $ 1.19
Diluted $ 0.39 $ 0.49 $ 0.46 $ 1.00 $ 1.16
Weighted-average common and common-equivalent shares outstanding:
Basic 175,220 173,943 171,607 173,489 171,194
Diluted 178,590 177,138 175,500 176,592 175,269
Cash dividends per common share $ 2.060 $ 0.055 $ 0.055 $ 2.225 $ 0.205
Cash and investments per common share $ 4.37 $ 5.80 $ 4.90 $ 4.37 $ 4.90
Book value per common share $ 7.18 $ 8.62 $ 7.86 $ 7.18 $ 7.86
(1) Amounts include stock-based compensation expense, as follows:
Cost of revenue $ 324 $ 324 $ 390 $ 1,365 $ 1,504
Research, development, and engineering 2,805 2,815 4,115 13,387 15,748
Selling, general, and administrative 7,456 6,129 7,642 27,909 28,337
Total stock-based compensation expense $ 10,585 $ 9,268 $ 12,147 $ 42,661 $ 45,589

Exhibit 2
COGNEX CORPORATION<br><br> <br>Reconciliation of Selected Items from GAAP to Non-GAAP<br><br> <br>(Unaudited)<br><br> <br>Dollars in thousands, except per share amounts
Three-months Ended Twelve-months Ended
December 31, 2020 September 27, <br><br> 2020 December 31, <br><br> 2019 December 31, 2020 December 31, <br><br> 2019
Discrete tax adjustments reconciliation
Income before income tax expense (benefit) (GAAP) $ 64,920 $ 101,309 $ 22,921 $ 186,911 $ 162,994
Income tax expense (benefit) (GAAP) $ (4,425 ) $ 13,803 $ (57,406 ) $ 10,725 $ (40,871 )
Effective tax rate (GAAP) (7 ) % 14 % (250 ) % 6 % (25 ) %
Discrete tax benefit related to stock-based compensation 2,342 4,354 1,925 12,788 6,472
Discrete tax benefit (expense) related to tax return filings and other 11,441 (129 ) 602 7,803 1,932
Discrete tax expense related to migration of acquired IP (28,528 ) (28,528 )
Discrete tax benefit related to change in tax structure 87,500 87,500
Total discrete tax adjustments $ 13,783 $ 4,225 $ 61,499 $ 20,591 $ 67,376
Income tax expense (benefit) (Non-GAAP) $ 9,358 $ 18,028 $ 4,093 $ 31,316 $ 26,505
Effective tax rate (Non-GAAP) 14 % 18 % 18 % 17 % 16 %
Exclusion of restructuring and other charges
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Operating income (GAAP) $ 59,085 $ 96,635 $ 17,607 $ 170,529 $ 142,602
Percentage of revenue (GAAP) 26 % 38 % 10 % 21 % 20 %
Excess and obsolete inventory charges 522 603 1,175 9,908 5,296
Restructuring charges 875 251 15,924
Intangible asset impairment charges 19,571
Operating income (Non-GAAP) $ 60,482 $ 97,489 $ 18,782 $ 215,932 $ 147,898
Percentage of revenue (Non-GAAP) 27 % 39 % 11 % 27 % 20 %
Restructuring and other charges and discrete tax adjustments reconciliation
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Net income (GAAP) $ 69,345 $ 87,506 $ 80,327 $ 176,186 $ 203,865
Excess and obsolete inventory charges 522 603 1,175 9,908 5,296
Restructuring charges 875 251 15,924
Intangible asset impairment charges 19,571
Tax effect on restructuring and other charges (196 ) (154 ) (188 ) (7,719 ) (847 )
Discrete tax adjustments (13,783 ) (4,225 ) (61,499 ) (20,591 ) (67,376 )
Net income (Non-GAAP) $ 56,763 $ 83,981 $ 19,815 $ 193,279 $ 140,938
Percentage of revenue (Non-GAAP) 25 % 33 % 12 % 24 % 19 %
Net income per diluted weighted-average common and common-equivalent share (GAAP) $ 0.39 $ 0.49 $ 0.46 $ 1.00 $ 1.16
Per share impact of non-GAAP adjustments identified above (0.07 ) (0.02 ) (0.35 ) 0.09 (0.36 )
Net income per diluted weighted-average common and common-equivalent share (Non-GAAP) $ 0.32 $ 0.47 $ 0.11 $ 1.09 $ 0.80
Diluted weighted-average common and common-equivalent shares outstanding 178,590 177,138 175,500 176,592 175,269

Exhibit 3
COGNEX CORPORATION<br><br> <br>Balance Sheets<br><br> <br>(Unaudited)<br><br> <br>Dollars in thousands
December 31, 2020 December 31, 2019
Assets
Cash and investments $ 767,438 $ 845,353
Accounts receivable 125,696 103,447
Inventories 60,830 60,261
Property, plant, and equipment 79,173 89,443
Operating lease assets 22,582 17,522
Goodwill and intangible assets 259,633 282,935
Deferred tax assets 434,704 449,519
Other assets 50,646 37,455
Total assets $ 1,800,702 $ 1,885,935
Liabilities and Shareholders' Equity
Accounts payable and accrued expenses $ 93,534 $ 70,065
Deferred revenue and customer deposits 21,274 14,432
Operating lease liabilities 26,230 17,973
Income taxes 72,551 93,009
Deferred tax liabilities 314,952 332,344
Other liabilities 9,959 2,402
Shareholders' equity 1,262,202 1,355,710
Total liabilities and shareholders' equity $ 1,800,702 $ 1,885,935

Contacts

Susan Conway

          Investor Relations 

          +1 508-650-3353 

          Susan.conway@cognex.com