<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
July 4, 1999 or
------------
/ / Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ________________________ to __________________________
COMMISSION FILE NUMBER 0-17869
--------------------
COGNEX CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2713778
- ------------------------------- -------------------
(State or other jurisdiction of (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)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of August 1, 1999, there were 41,001,596 shares of Common Stock,
$.002 par value, of the registrant outstanding.
Total number of pages: 12
Exhibit index is located on page 11
================================================================================
<PAGE> 2
INDEX
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income for the three and six
months ended July 4, 1999 and July 5, 1998
Consolidated Balance Sheets at July 4, 1999 and December 31,
1998
Consolidated Statement of Stockholders' Equity for the
six months ended July 4, 1999
Consolidated Statements of Cash Flows for the six months
ended July 4, 1999 and July 5, 1998
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 4, JULY 5, JULY 4, JULY 5,
1999 1998 1999 1998
------- ------- ------- -------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Revenue................................................ $35,271 $32,036 $62,756 $72,092
Cost of revenue........................................ 10,942 9,474 19,670 20,401
------- ------- ------- -------
Gross margin........................................... 24,329 22,562 43,086 51,691
Research, development, and engineering expenses........ 6,600 5,950 13,134 12,255
Selling, general, and administrative expenses.......... 10,305 9,393 20,073 19,262
Restructuring charge................................... 400 400
------- ------- ------- -------
Income from operations................................. 7,024 7,219 9,479 20,174
Investment income...................................... 1,500 1,791 3,078 3,519
Other income........................................... 190 171 351 336
------- ------- ------- -------
Income before provision for income taxes............... 8,714 9,181 12,908 24,029
Provision for income taxes............................. 2,525 2,664 3,615 6,970
------- ------- ------- -------
Net income............................................. $ 6,189 $ 6,517 $ 9,293 $17,059
======= ======= ======= =======
Net income per share:
Basic.............................................. $ .15 $ .16 $ .23 $ .41
======= ======= ======= =======
Diluted............................................ $ .14 $ .15 $ .21 $ .39
======= ======= ======= =======
Weighted-average common and common equivalent
shares outstanding:
Basic.............................................. 40,681 41,424 40,468 41,616
======= ======= ======= =======
Diluted............................................ 43,836 43,906 43,560 44,182
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
1
<PAGE> 4
COGNEX CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
JULY 4, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and investments.................................................... $185,829 $158,458
Accounts receivable, less reserves of $2,567 and $2,583 in 1999 and
1998, respectively................................................... 17,782 20,987
Revenue in excess of billings........................................... 4,609 4,945
Inventories............................................................. 10,630 10,812
Deferred income taxes................................................... 3,936 3,936
Prepaid expenses and other.............................................. 8,547 8,141
-------- --------
Total current assets................................................ 231,333 207,279
Property, plant, and equipment, net.......................................... 32,621 34,255
Deferred income taxes........................................................ 2,327 2,237
Other assets................................................................. 4,113 4,157
-------- --------
$270,394 $247,928
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable........................................................ $ 3,238 $ 2,488
Accrued expenses........................................................ 14,785 11,653
Accrued income taxes.................................................... 1,953 916
Customer deposits....................................................... 4,635 4,894
Deferred revenue........................................................ 4,594 2,965
-------- --------
Total current liabilities........................................... 29,205 22,916
-------- --------
Other liabilities............................................................ 2,184 2,137
Stockholders' equity:
Common stock, $.002 par value -
Authorized: 120,000,000 shares, issued: 43,313,921 and 42,453,980
shares in 1999 and 1998, respectively................................ 86 85
Additional paid-in capital.............................................. 105,878 97,531
Treasury stock, at cost, 2,356,676 and 2,307,140 shares in 1999 and
1998, respectively................................................... (42,769) (41,353)
Retained earnings....................................................... 175,864 166,571
Accumulated other comprehensive income (loss)........................... (54) 41
-------- --------
Total stockholders' equity.......................................... 239,005 222,875
-------- --------
$270,394 $247,928
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
2
<PAGE> 5
COGNEX CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK
--------------------- PAID-IN ------------------- RETAINED
SHARES PAR VALUE CAPITAL SHARES COST EARNINGS
------ --------- ---------- ------ ---- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998.............. 42,453,980 $85 $ 97,531 2,307,140 $(41,353) $166,571
Issuance of common stock under stock
option and stock purchase plans..... 859,941 1 6,877
Tax benefit from exercise of stock 1,470
options.............................
Common stock received for payment 49,536 (1,416)
of stock option exercises...........
Comprehensive income:
Net income.......................... 9,293
Translation adjustment..............
Comprehensive income................
Balance at July 4, 1999 (unaudited).......
---------- --- -------- --------- -------- --------
43,313,921 $86 $105,878 2,356,676 $(42,769) $175,864
========== === ======== ========= ======== ========
</TABLE>
<TABLE>
<CAPTION>
ACCUMULATED
OTHER TOTAL
COMPREHENSIVE COMPREHENSIVE STOCKHOLDERS'
INCOME INCOME EQUITY
------------- ------------- -------------
<S> <C> <C> <C>
Balance at December 31, 1998............. $ 41 $222,875
Issuance of common stock under stock
option and stock purchase plans.... 6,878
Tax benefit from exercise of stock
options............................. 1,470
Common stock received for payment (1,416)
of stock option exercises...........
Comprehensive income:
Net income.......................... $ 9,293 9,293
Translation adjustment.............. (95) (95) (95)
-------
Comprehensive income................ $ 9,198
-------
Balance at July 4, 1999 (unaudited).......
----- --------
$ (54) $239,005
===== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 6
COGNEX CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 4, JULY 5,
1999 1998
------- --------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income.............................................................. $ 9,293 $ 17,059
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization......................................... 4,449 4,397
Tax benefit from exercise of stock options............................ 1,470 865
Deferred income tax benefit........................................... (90) (686)
Change in other current assets and current liabilities................ 9,791 (8,041)
Other................................................................. (38) (1,582)
-------- --------
Net cash provided by operating activities............................... 24,875 12,012
-------- --------
Cash flows from investing activities:
Purchase of investments................................................. (61,236) (38,736)
Maturity of investments................................................. 39,062 37,831
Purchase of property, plant, and equipment.............................. (1,551) (4,908)
Cash paid for technology acquisitions and equity investments............ (864) (432)
-------- --------
Net cash used in investing activities................................... (24,589) (6,245)
-------- --------
Cash flows from financing activities:
Issuance of common stock under stock option and stock purchase plans.... 5,462 1,771
Repurchase of common stock.............................................. (25,452)
-------- --------
Net cash provided by (used in) financing activities..................... 5,462 (23,681)
-------- --------
Effect of exchange rate changes on cash...................................... 295 441
-------- --------
Net increase (decrease) in cash and cash equivalents......................... 6,043 (17,473)
Cash and cash equivalents at beginning of period............................. 27,807 38,198
-------- --------
Cash and cash equivalents at end of period................................... 33,850 20,725
Investments.................................................................. 151,979 139,864
-------- --------
Cash and investments......................................................... $185,829 $160,589
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 7
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
---------------------
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
Company's Annual Report on Form 10-K for the year ended December 31,
1998.
In the opinion of the management of Cognex Corporation, the
accompanying consolidated unaudited financial statements contain all
adjustments necessary to present fairly the Company's financial
position at July 4, 1999, and the results of operations for the three
and six months ended July 4, 1999, and changes in stockholders' equity
and cash flows for the periods presented.
The results disclosed in the Consolidated Statements of Income for the
three and six months ended July 4, 1999 are not necessarily indicative
of the results to be expected for the full year.
Certain amounts reported in prior periods have been reclassified to be
consistent with the current period's presentation.
INVENTORIES
Inventories consist of the following:
(In thousands) JULY 4, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
Raw materials.............................. $ 4,071 $ 6,195
Work-in-process............................ 1,753 1,262
Finished goods............................. 4,806 3,355
------- -------
$10,630 $10,812
======= =======
5
<PAGE> 8
COGNEX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NET INCOME PER SHARE
Net income per share is calculated as follows:
<TABLE>
<CAPTION>
(In thousands) THREE MONTHS ENDED SIX MONTHS ENDED
JULY 4, JULY 5, JULY 4, JULY 5,
1999 1998 1999 1998
------- ------- ------- -------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net income.............................................. $ 6,189 $ 6,517 $ 9,293 $17,059
======= ======= ======= =======
Basic:
Weighted-average common shares outstanding........... 40,681 41,424 40,468 41,616
======= ======= ======= =======
Net income per common share.......................... $ .15 $ .16 $ .23 $ .41
======= ======= ======= =======
Diluted:
Weighted-average common shares outstanding........... 40,681 41,424 40,468 41,616
Effect of dilutive securities:
Stock options..................................... 3,155 2,482 3,092 2,566
------- ------- ------- -------
Weighted-average common and common equivalent shares
outstanding....................................... 43,836 43,906 43,560 44,182
======= ======= ======= =======
Net income per common and common equivalent share.... $ .14 $ .15 $ .21 $ .39
======= ======= ======= =======
</TABLE>
RESTRUCTURING CHARGE
During the second quarter of 1999, the Company recorded a pre-tax
restructuring charge of $400,000, primarily for severance and lease
termination costs associated with the closure of its Montreal, Canada
manufacturing facility. This action was taken to centralize operations
related to the Company's surface inspection product line at its Alameda,
California facility. Cash outlays related to this plan are anticipated to be
paid during the second half of 1999.
6
<PAGE> 9
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenue for the three-month period ended July 4, 1999 increased 10% to
$35,271,000 from $32,036,000 for the same period in 1998. This increase is
due to a higher volume of modular vision systems sold to both Original
Equipment Manufacturer (OEM) and end-user customers. Sales to OEM customers
increased $1,647,000, or 9%, from the second quarter of 1998, and sales to
end-user customers increased $1,588,000, or 12%, from the same period.
Revenue for the six-month period ended July 4, 1999 decreased 13% to
$62,756,000 from $72,092,000 for the same period in 1998. This decrease is
due to a lower volume of modular vision systems sold to OEM customers, which
decreased $9,992,000, or 23%, from the first half of 1998. The second quarter
of 1999 was the Company's first year-over-year increase in quarterly revenue
since the first quarter of 1998, and resulted from a turnaround in capital
spending by manufacturers in the semiconductor and electronics industries
that had affected the Company's business over the past year. Quarterly
revenue is expected to continue to increase sequentially and year-over-year
for the remainder of 1999.
Gross margin as a percentage of revenue for both the three-month and
six-month periods ended July 4, 1999 was 69%, compared to 70% and 72% for the
same periods in 1998. This decrease is due primarily to service revenue,
which has a lower gross margin than product revenue, increasing as a
percentage of total revenue in 1999. Gross margin as a percentage of revenue
is expected to remain relatively consistent for the remainder of 1999.
Research, development, and engineering expenses for the three-month and
six-month periods ended July 4, 1999 were $6,600,000 and $13,134,000,
respectively, compared to $5,950,000 and $12,255,000 for the same periods in
1998, representing an 11% increase for the three-month period and a 7%
increase for the six-month period. The increase in aggregate expenses is due
primarily to higher personnel-related costs to support the Company's
continued investment in the development of new and existing products.
Expenses as a percentage of revenue were 19% and 21% for the three-month and
six-month periods in 1999, compared to 19% and 17% for the same periods in
1998. The increase in expenses as a percentage of revenue for the six-month
period is due to the lower revenue base in 1999. The Company anticipates that
aggregate expenses will increase moderately for the remainder of 1999 due to
planned investment in product development. However, the level of expenses as
a percentage of revenue is expected to remain relatively consistent for the
remainder of the year.
Selling, general, and administrative expenses for the three-month and
six-month periods ended July 4, 1999 were $10,305,000 and $20,073,000,
respectively, compared to $9,393,000 and $19,262,000 for the same periods in
1998, representing a 10% increase for the three-month period and a 4%
increase for the six-month period. The increase in aggregate expenses is due
primarily to higher personnel-related costs, including sales commissions,
associated with the increase in customer demand. Expenses as a percentage of
revenue were 29% and 32% for the three-month and six-month periods in 1999,
compared to 29% and 27% for the same periods in 1998. The increase in
expenses as a percentage of revenue for the six-month period is due to the
lower revenue base in 1999. The Company anticipates that aggregate expenses
will increase moderately for the remainder of 1999 due to additional
resources required to support the higher level of demand. However, the level
of expenses as a percentage of revenue is expected to remain relatively
consistent for the remainder of the year.
7
<PAGE> 10
RESULTS OF OPERATIONS, CONTINUED
During the second quarter of 1999, the Company recorded a pre-tax
restructuring charge of $400,000, primarily for severance and lease
termination costs associated with the closure of its Montreal, Canada
manufacturing facility. This action was taken to centralize operations
related to the Company's surface inspection product line at its Alameda,
California facility. Cash outlays related to this plan are anticipated to be
paid during the second half of 1999.
Investment income for the three-month and six-month periods ended July 4,
1999 was $1,500,000 and $3,078,000, respectively, compared to $1,791,000 and
$3,519,000 for the same periods in 1998, representing a 16% decrease for the
three-month period and a 13% decrease for the six-month period. The decrease
in investment income is due primarily to a lower average invested cash
balance in 1999. Although the Company generated cash from operations each
quarter of 1998 and in the first half of 1999, the Company used $39,867,000
to repurchase 2,202,000 shares of its common stock beginning in the second
quarter of 1998.
The higher operating income now projected for 1999 resulted in an increase to
the Company's effective tax rate to 28.0%. The year-to-date expense of this
higher rate was recorded during the second quarter of 1999. The Company's
effective tax rate was 29.0% in 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements during the six-month period ended July 4,
1999 were met through cash generated from operations. Cash and investments
increased $27,371,000 from December 31, 1998 primarily as a result of
$24,875,000 of cash generated from operations and $5,462,000 of proceeds from
the issuance of common stock under stock option and stock purchase plans.
Capital expenditures for the six-month period were $1,551,000 and consisted
primarily of expenditures for computer hardware and software.
The Company believes that its existing cash and investments balance, together
with cash generated from operations, will be sufficient to meet the Company's
planned working capital and capital expenditure requirements through 1999.
YEAR 2000 UPDATE
The Company is aware of the potential for industry-wide business disruption
which could occur due to problems related to the "Year 2000" issue.
Management believes that it has a prudent plan in place to address this issue
within the Company and its supply chain. The components of this plan include:
an assessment of internal systems for modification and/or replacement;
communication with external vendors to determine their state of readiness to
maintain an uninterrupted supply of goods and services to the Company; and an
evaluation of products sold by the Company to customers as to the ability of
the products to work properly after the turn of the century.
Internal Systems
----------------
The Company has identified five internal systems that are used for business
transaction processing as being critical to the uninterrupted operation of
the business. Of these five systems, four are presently Year 2000 compliant.
The Company expects to have the remaining system compliant by September 30,
1999 through a vendor-provided upgrade.
8
<PAGE> 11
YEAR 2000 UPDATE, CONTINUED
Vendors
-------
The Company has sent letters to over 250 vendors outlining its approach
towards the Year 2000 issue and asking for either their certification that
their product is Year 2000 compliant or their commitment to resolve any
issues they may have. The Company has identified vendors it views as critical
to its business. Management has defined a critical vendor as one whose
inability to continue to provide goods and services would have a serious
adverse impact on the Company's ability to produce, deliver, and collect
payment for its product.
The Company has received responses from all critical vendors outlining their
plans for Year 2000 compliance. The Company does not intend to verify
representations made by vendors regarding their Year 2000 compliance status.
The Company may never be able to know with certainty whether certain critical
vendors are compliant. Failure of critical vendors to make their computer
systems Year 2000 compliant could result in delaying deliveries of products
and services to the Company. If such delays are extensive, they could have a
material adverse effect on the Company's business.
Products
--------
Testing of current releases of Cognex products is complete and has confirmed
that Cognex's core vision functionality is not date-sensitive of dependent on
date fields and is therefore Year 2000 compliant. The Company's Year 2000
product compliance verification methodology consisted of a review of the
source code and functional testing of current releases of Cognex products,
which are believed to be representative of prior releases as well. Based on
similarities in the source code for current and prior releases of Cognex
products and the fact that Cognex's core vision functionality is not
date-sensitive or dependent on date fields, the Company believes that prior
releases of its products are Year 2000 compliant. The Company does not intend
to conduct functionality testing of prior releases of Cognex products. Year
2000 compliance verification included examination of the 1999/2000 date
rollover, date-sensitive functionality with the Year 2000 and leap year
compliance.
Costs
-----
Costs incurred in the Company's Year 2000 compliance effort are expensed as
incurred and funded with cash generated from operations. These costs are
included in the normal, recurring costs incurred for product development and
systems maintenance and are not material to the Company's results of
operations, nor are they expected to be in the future.
Risks
-----
Although the Company believes it is taking prudent action related to the
identification and resolution of issues related to the Year 2000, its
assessment is still in progress. The failure to correct a material Year 2000
problem could result in an interruption in, or a failure of, certain normal
business activities. Such failures could materially and adversely affect the
Company's results of operations, liquidity, and financial condition. Due to
the general uncertainty inherent in the Year 2000 issue, resulting in part
from the uncertainty of the Year 2000 readiness of third-party vendors, the
Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on the Company's results of
operations, liquidity, or financial position. The Year 2000 compliance
project is expected to reduce, but not eliminate, the Company's level of
uncertainty about the Year 2000 issue and, in particular, about the Year 2000
compliance and readiness of its critical vendors. The Company believes that,
with the completion of the Year 2000 compliance project as scheduled, the
possibility of significant interruptions to normal operations should be
reduced.
9
<PAGE> 12
YEAR 2000 UPDATE, CONTINUED
Contingency Plan
----------------
As part of its contingency planning effort, the Company has identified its
core business processes that are vital to the Company such that a Year 2000
failure would have a significant impact on the Company's ability to conduct
business. The Company has also indentified measures within its control to
minimize the impact of a Year 2000 failure. A contingency plan has been
developed that outlines the actions to be taken in the event of a Year 2000
failure to enable the Company to resume operations. The components of this
plan include utilizing manual records and processes, securing critical
materials for January product shipments in December, and securing alternative
vendors and backup systems. The Company anticipates having this plan
finalized by September 30, 1999.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report (including statements regarding the
Year 2000 issue), as well as oral statements made by the Company from time to
time, which are prefaced with words such as "expects," "anticipates,"
"believes," "projects," "intends," "plans," and similar words and other
statements of similar sense, are forward-looking statements. These statements
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, like any other forward-looking statements,
involve risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated. Such risks and uncertainties
include (1) the loss of, or a significant curtailment of purchases by, any
one or more principal customers; (2) the cyclicality of the semiconductor and
electronics industries; (3) the Company's continued ability to achieve
significant international revenue; (4) capital spending trends by
manufacturing companies; (5) inability to protect the Company's proprietary
technology and intellectual property; (6) inability to attract or retain
skilled employees; (7) technological obsolescence of current products and the
inability to develop new products; (8) inability to respond to competitive
technology and pricing pressures; and (9) reliance upon certain sole source
suppliers to manufacture or deliver critical components of the Company's
products. The foregoing list should not be construed as exhaustive and the
Company disclaims any obligation to subsequently 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. Further discussions of risk factors are also available in the
Company's registration statements filed with the Securities and Exchange
Commission. The Company wishes to caution readers not to place undue reliance
upon any such forward-looking statements, which speak only as of the date
made.
10
<PAGE> 13
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At a Special Meeting of the Stockholders of Cognex Corporation
in lieu of the 1999 Annual Meeting held on April 27, 1999, the
Stockholders elected Jerald Fishman and William Krivsky to
serve as Directors for a term of three years. Robert J.
Shillman, Anthony Sun, and Rueben Wasserman continued as
Directors after the meeting. In addition, the Stockholders
approved the Cognex Corporation 2000 Employee Stock Purchase
Plan. The 36,819,910 shares represented at the meeting voted
as follows. The election of Jerald Fishman as Director:
36,042,983 votes for and 776,927 votes withheld; the election
of William Krivsky as Director: 36,024,711 votes for and
795,199 votes withheld; the approval of the Cognex Corporation
2000 Employee Stock Purchase Plan: 30,715,338 votes for,
752,698 votes against, 244,329 votes abstained, and 5,107,545
no votes.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule
(electronic filing only)
(b) Reports on Form 8-K
None
11
<PAGE> 14
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: August 13, 1999 COGNEX CORPORATION
/s/ Richard A. Morin
------------------------------------
Richard A. Morin
Vice President of Finance, Chief
Financial Officer, and Treasurer
(duly authorized officer, principal
financial and accounting officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF COGNEX CORPORATION FOR THE QUARTER ENDED
JULY 4, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-05-1999
<PERIOD-END> JUL-04-1999
<CASH> 33,850,000
<SECURITIES> 151,979,000
<RECEIVABLES> 20,349,000
<ALLOWANCES> 2,567,000
<INVENTORY> 10,630,000
<CURRENT-ASSETS> 231,333,000
<PP&E> 54,767,000
<DEPRECIATION> 22,146,000
<TOTAL-ASSETS> 270,394,000
<CURRENT-LIABILITIES> 29,205,000
<BONDS> 0
0
0
<COMMON> 86,000
<OTHER-SE> 238,919,000
<TOTAL-LIABILITY-AND-EQUITY> 270,394,000
<SALES> 35,271,000
<TOTAL-REVENUES> 35,271,000
<CGS> 10,942,000
<TOTAL-COSTS> 10,942,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,714,000
<INCOME-TAX> 2,525,000
<INCOME-CONTINUING> 6,189,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,189,000
<EPS-BASIC> 0.15
<EPS-DILUTED> 0.14
</TABLE>
