-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aso8PPlD93C+JxvjTTB4oyPff/8SQEajsAIJjZc6ImONUuemFbZ0vgNHaJfOLcnw 4W/5GnchffKRrtafXqq1sw== 0001157523-03-003222.txt : 20030723 0001157523-03-003222.hdr.sgml : 20030723 20030723163701 ACCESSION NUMBER: 0001157523-03-003222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COGNEX CORP CENTRAL INDEX KEY: 0000851205 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042713778 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17869 FILM NUMBER: 03798682 BUSINESS ADDRESS: STREET 1: ONE VISION DR CITY: NATICK STATE: MA ZIP: 01760 BUSINESS PHONE: 5086503000 MAIL ADDRESS: STREET 1: ONE VISION DRIVE CITY: NATICK STATE: MA ZIP: 01760 8-K 1 a4440407.txt COGNEX 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 23, 2003 COGNEX CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-17869 04-2713778 - ------------------------------- ------------------------ ------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) 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) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description - ---------- ----------- 99.1 News release, dated July 23, 2003, by Cognex Corporation Item 9. Regulation FD Disclosure (Information Provided Under Item 12 - Results of Operations and Financial Condition) The following information is being provided under Item 12 - Results of Operations and Financial Condition. It is being furnished under Item 9 of this Form 8-K in accordance with interim guidance issued by the SEC in release nos. 33-8216 and 34-47583. Such information, 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. On July 23, 2003, Cognex Corporation issued a news release to report its financial results for the second quarter ended June 29, 2003. The release is furnished as Exhibit 99.1 hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized. COGNEX CORPORATION Dated: July 23, 2003 By: /s/ Richard A. Morin ------------------------ Richard A. Morin Senior Vice President of Finance, Chief Financial Officer, and Treasurer EX-99 3 a4440407_ex991.txt COGNEX EXHIBIT 99.1 Exhibit 99.1 Cognex Corporation Reports Second Quarter Results; Machine Vision Company Announces Increases in Both Revenue and Profits NATICK, Mass.--(BUSINESS WIRE)--July 23, 2003-- Overview of the Quarter Cognex Corporation (NASDAQ: CGNX) today announced revenue for the second quarter ended June 29, 2003 of $36,622,000, and net income of $3,306,000, or $0.08 per diluted share. These results compare favorably with both the comparable quarter in 2002 and with the prior quarter in 2003, as shown in the table below: Net Income/ Earnings/(Loss) Time Period Revenue (Loss) per Diluted Share - ---------------------------------------------------------------------- Current quarter: Q2-03 $36,622,000 $3,306,000 $0.08 - ---------------------------------------------------------------------- Prior year's quarter: Q2-02 $26,671,000 ($4,712,000) ($0.11) - ---------------------------------------------------------------------- Increase from Q2-02 to Q2-03 37% ------- ------- - ---------------------------------------------------------------------- Prior quarter: Q1-03 $32,888,000 $1,793,000 $0.04 - ---------------------------------------------------------------------- Increase from Q1-03 to Q2-03 11% 84% 100% - ---------------------------------------------------------------------- Revenue for the six months ended June 29, 2003 was $69,510,000, a 43% increase over the $48,451,000 reported for the same six-month period a year ago. And, Cognex reported net income of $5,099,000, or $0.12 per diluted share, for the first half of 2003 compared to a net loss of $7,232,000, or $0.16 per diluted share, for the comparable period in 2002. "I am happy to report that in the second quarter, both revenue and profits increased year-on-year and sequentially. I am also pleased to say that the order rate has trended upward for the past two quarters; bookings increased on a sequential basis by 13% in Q1 and by 10% in Q2," said Dr. Robert J. Shillman, Cognex's Chief Executive Officer and Chairman. "This positive bookings trend, along with the fact that we have exceeded our internal targets for revenue and operating profits in each of the first two quarters of 2003, leads us to be somewhat more optimistic about the future than we were at the start of the year. And, irrespective of the rate at which our business recovers, we will continue to use our strong balance sheet to develop new products for new markets and to aggressively pursue strategic acquisitions." Details of the Quarter Statement of Operations Highlights - Second Quarter of 2003 -- Revenue for the second quarter of 2003 increased 37% over the comparable quarter in 2002 and 11% on a sequential basis. The year-on-year increase is primarily due to higher sales to Original Equipment Manufacturer (OEM) customers in Japan as well as end-user customers based outside of the United States and across a variety of industries. The sequential increase is primarily due to higher sales of Cognex's modular vision systems to end-user customers in a variety of industries and geographic regions as well as record revenue of SmartView(R), the company's surface inspection product. -- Gross margin was 67% in the second quarter of 2003 compared to 65% in the comparable quarter in 2002 and 64% in the prior quarter. Cost of revenue for the first and second quarters of 2003 as well as the second quarter of 2002 includes a benefit of $309,000, $569,000 and $1,000,000, respectively, from the sale of inventory that was reserved for in the fourth quarter of 2001. Excluding this benefit, gross margin would have been 66% in the second quarter of 2003, 62% in the second quarter in 2002, and 63% in the prior quarter. This variation in gross margin, both year-on-year and sequentially, is primarily due to changes in sales volume and revenue mix. -- Research, Development & Engineering (R, D & E) spending in the second quarter of 2003 decreased 4% from the comparable quarter in 2002. This decrease is primarily due to cost-cutting measures implemented by the company, including the workforce reduction announced by Cognex on August 1, 2002. On a sequential basis, R, D & E spending increased 5% over the prior quarter, primarily due to higher employee related expenses. -- Selling, General & Administrative (S, G & A) spending in the second quarter of 2003 decreased 5% from the comparable quarter in 2002 primarily due to the company's cost-cutting measures. On a sequential basis, S, G & A increased 5% over the prior quarter primarily due to higher travel and marketing expenses, as well as the impact of foreign exchange rates on the company's international operations. -- Investment and other income was $1,615,000 in the second quarter of 2003 compared to a loss of $3,963,000 in the comparable quarter of 2002. This change is primarily due to investment losses of $6,184,000 in the second quarter of 2002. Excluding these losses, investment and other income decreased year-on-year primarily due to lower yields on investments as well as a lower average invested balance (over the past year, the company used approximately $34 million in cash to repurchase Cognex stock on the open market and to acquire the wafer identification business of Siemens Dematic AG). On a sequential basis, investment and other income increased 25% primarily due to higher investment gains during the quarter. Balance Sheet Highlights - June 29, 2003 -- Cognex's financial position remains very strong at June 29, 2003, with over $280,000,000 in cash and investments and no debt. Cash and investments increased nearly $4,400,000 from the end of 2002 primarily as a result of the company generating positive cash flow from operations during the first half of 2003. The company paid out approximately $7,600,000 of cash in the second quarter to acquire Siemens Dematic AG's wafer identification business. -- Days sales outstanding (DSO) for the second quarter of 2003 was 62 days, compared to 58 days in the prior quarter. DSO remains within the company's targeted range. -- Inventories at June 29, 2003 decreased 12% from the end of 2002 as Cognex continued to work down excess inventory. Business Trends and Financial Outlook -- In the second quarter of 2003, bookings increased on a sequential basis and the company's book-to-bill ratio was above 1.0. This increase was primarily due to higher orders from OEM customers in Japan and end-user customers outside of the United States. As a result, Cognex expects revenue for the third quarter of 2003 to increase on a sequential basis to between $37 million and $40 million. At that revenue level, gross margin is expected to be in the mid-60% range. Operating expenses (R, D & E and S, G & A) for the third quarter are expected to remain essentially flat on a sequential basis. The effective tax rate for the third quarter of 2003 is expected to be 31%. And, as a result of the above, earnings for the third quarter are expected to be between $0.08 and $0.11 per diluted share, excluding any benefit from the sale of previously reserved inventory. Analyst Conference Call and Simultaneous Webcast Cognex Corporation will host a conference call to discuss its results for the second quarter of 2003, as well as its financial outlook, today at 5:00 p.m. eastern time. The telephone number to listen to the live conference call is 800-344-6783 (or 312-461-9314 if outside the United States) and the pass code is 684607. Internet users can listen to a real-time audio broadcast of the conference call on Cognex's website at http://www.cognex.com/investor/default.asp. An audio replay of the conference call will begin at 9:00 p.m. eastern time today and will be available until midnight on July 26, 2003. To listen to the conference call replay, the telephone number is 888-203-1112 (or 719-457-0820 if outside the United States) and the pass code is 684607. In addition, an archive of the webcast will be available on the company's website at http://www.cognex.com/investor/default.asp. About Cognex Corporation Cognex Corporation designs, develops, manufacturers, and markets machine vision systems, or computers that can "see". Cognex is the world's leader in the machine vision industry, having shipped to date more than 175,000 machine vision systems, representing over $1.4 billion in cumulative revenue, since the company's founding in 1981. Cognex's Modular Vision Systems Division, headquartered in Natick, Massachusetts, specializes in machine vision systems which are used for automating the manufacture of a wide range of discrete items and for assuring their quality. Cognex's Surface Inspection Systems Division, headquartered in Alameda, California, specializes in machine vision systems which are used for inspecting the surfaces of products that are manufactured in a continuous fashion, such as metals, paper, nonwovens and plastics. In addition to its corporate headquarters in Natick, Massachusetts, Cognex also has regional offices located throughout North America, Japan, Europe, and Southeast Asia. Visit Cognex on-line at http://www.cognex.com/. Forward-Looking Statement Certain statements made in this press release and its attachments, which do not relate solely to historical matters, are forward-looking statements. You can identify these forward-looking statements by our use of the words "expects," "believes," "projects," "anticipates," "will" and similar words and other statements of a similar sense. These statements, which include statements regarding business trends and the company's financial outlook, are based on the company's current expectations and estimates as to prospective events and circumstances, which may or may not be in the company's control and as to which there can be no firm assurances given. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) the effect of the general economic slowdown, including the worldwide slowdown in capital spending, and the uncertainty of the timing and rate of recovery; (2) the cyclicality of the semiconductor and electronics industry; (3) the company's continued ability to achieve significant international revenue; (4) the loss of, or significant curtailment of purchases by, any one or more principal customers; (5) the inability to achieve expected results from acquisitions; (6) the inability to design and manufacture new products or products which respond to competitive technology; and (7) the other risks detailed in the company's reports filed periodically with the Securities and Exchange Commission, including the company's Form 10-K for the fiscal year ended December 31, 2002. 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 subsequently to revise forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. COGNEX CORPORATION Statements of Operations (In thousands, except per share amounts) Three Months Ended Six Months Ended (unaudited) (unaudited) June 29, March 30,June 30, June 29, June 30, 2003 2003 2002 2003 2002 -------------------------- ----------------- Revenue $36,622 $32,888 $26,671 $69,510 $48,451 Cost of revenue 11,999 11,716 9,228 23,715 17,793 -------- -------- -------- -------- -------- Gross margin 24,623 21,172 17,443 45,795 30,658 Percentage of revenue 67% 64% 65% 66% 63% Research, development, and engineering expenses 6,263 5,983 6,498 12,246 12,850 Percentage of revenue 17% 18% 24% 18% 27% Selling, general, and administrative expenses 13,949 13,244 14,704 27,193 27,422 Percentage of revenue 38% 40% 55% 39% 57% -------- -------- -------- -------- -------- Operating income (loss) 4,411 1,945 (3,759) 6,356 (9,614) Percentage of revenue 12% 6% (14%) 9% (20%) Foreign currency gain (loss) (1,164) (627) 471 (1,791) 164 Investment and other income (loss) 1,615 1,294 (3,963) 2,909 (1,402) -------- -------- -------- -------- -------- Income (loss) before taxes 4,862 2,612 (7,251) 7,474 (10,852) Income tax provision (benefit) 1,556 819 (2,539) 2,375 (3,620) -------- -------- -------- -------- -------- Net income (loss) $3,306 $1,793 $(4,712) $5,099 $(7,232) Percentage of revenue 9% 5% (18%) 7% (15%) ======== ======== ======== ======== ======== Net income (loss) per diluted common and common equivalent share $0.08 $0.04 $(0.11) $0.12 $(0.16) ======== ======== ======== ======== ======== Diluted weighted-average common and common equivalent shares outstanding 43,678 43,557 44,172 43,640 44,072 ======== ======== ======== ======== ======== COGNEX CORPORATION Balance Sheets (In thousands) June 29, Dec. 31, 2003 2002 ------------------- (unaudited) Assets Cash and investments $280,351 $275,985 Accounts receivable 25,846 18,981 Inventories 16,598 18,952 Property, plant, and equipment 25,862 27,405 Other assets 52,758 44,180 --------- --------- Total assets $401,415 $385,503 ========= ========= Liabilities and Stockholders' Equity Current liabilities $39,232 $30,983 Stockholders' equity 362,183 354,520 --------- --------- Total liabilities and stockholders' equity $401,415 $385,503 ========= ========= COGNEX CORPORATION Additional Information Schedule (Dollars in thousands) Three Months Ended Six Months Ended (unaudited) (unaudited) June 29, March 30,June 30, June 29, June 30, 2003 2003 2002 2003 2002 -------------------------------------------- Revenue $36,622 $32,888 $26,671 $69,510 $48,451 ======== ======== ======== ======== ======== Revenue by division: Modular Vision Systems Division 80% 81% 76% 80% 77% Surface Inspection Systems Division 20% 19% 24% 20% 23% -------- -------- -------- -------- -------- Total 100% 100% 100% 100% 100% ======== ======== ======== ======== ======== Revenue by customer type: End user 65% 62% 68% 64% 71% Original equipment manufacturer 35% 38% 32% 36% 29% -------- -------- -------- -------- -------- Total 100% 100% 100% 100% 100% ======== ======== ======== ======== ======== Revenue by geography: Japan 35% 34% 26% 35% 24% United States 32% 31% 46% 31% 45% Europe 25% 24% 24% 24% 27% Other 8% 11% 4% 10% 4% -------- -------- -------- -------- -------- Total 100% 100% 100% 100% 100% ======== ======== ======== ======== ======== Revenue by industry: Semiconductor 22% 23% 24% 22% 21% Electronics 23% 24% 18% 24% 18% Surface inspection 20% 19% 24% 20% 23% Automotive 12% 12% 11% 12% 11% Packaging 2% 3% 4% 2% 3% Consumer products 2% 2% 5% 2% 5% Other 19% 17% 14% 18% 19% -------- -------- -------- -------- -------- Total 100% 100% 100% 100% 100% ======== ======== ======== ======== ======== Revenue by product: Vision sensors 27% 24% 24% 26% 24% Surface inspection vision systems 20% 19% 24% 20% 23% Other vision systems 39% 43% 36% 40% 35% Service 14% 14% 16% 14% 18% -------- -------- -------- -------- -------- Total 100% 100% 100% 100% 100% ======== ======== ======== ======== ======== Number of new customer accounts: End user 219 210 258 429 497 Original equipment manufacturer 23 36 29 59 58 -------- -------- -------- -------- -------- Total 242 246 287 488 555 ======== ======== ======== ======== ======== CONTACT: Cognex Corporation Susan Conway, 508-650-3353 -----END PRIVACY-ENHANCED MESSAGE-----