10-K 1 cgnx-20141231x10xk.htm 10-K CGNX-2014.12.31-10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2014 or
[    ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                  to                 .
Commission File Number 001-34218
COGNEX CORPORATION
(Exact name of registrant as specified in its charter)
 
Massachusetts          
 
04-2713778    
 
 
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
One Vision Drive
Natick, Massachusetts 01760-2059
(508) 650-3000
 
 
 
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Exchange on Which Registered
Common Stock, par value $.002 per share
 
The NASDAQ Stock Market LLC
Preferred Stock Purchase Rights
 
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
 
Yes
 
X
  
 
 
No
  
 
  
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
 
Yes
 
               
  
 
 
No
  
X       
  
 
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
  
               
  
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
 
Yes
 
X       
  
 
 
No
  
               
  
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [  X  ]
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):
x  Large accelerated filer
 
¨  Accelerated filer

¨  Non-accelerated filer (Do not check if a smaller reporting company)

 
¨ Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
Yes
 
               
  
 
 
No
  
X       
  
 
Aggregate market value of voting stock held by non-affiliates of the registrant as of June 29, 2014: $3,112,594,000
$.002 par value common stock outstanding as of February 1, 2015: 86,544,015 shares
DOCUMENTS INCORPORATED BY REFERENCE:
The registrant intends to file a Definitive Proxy Statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2014. Portions of such Proxy Statement are incorporated by reference in Part III of this report.



COGNEX CORPORATION
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2014
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PART I
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Federal Securities Laws. Readers can identify these forward-looking statements by our 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. Our future results may differ materially from current results and from those projected in the forward-looking statements as a result of known and unknown risks and uncertainties. Readers should pay particular attention to considerations described in the section captioned “Risk Factors,” appearing in Part I - Item 1A of this Annual Report on Form 10-K. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We disclaim 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.
Unless the context otherwise requires, the words “Cognex®,” the “Company,” “we,” “our,” “us,” and “our company” refer to Cognex Corporation and its consolidated subsidiaries.
ITEM 1:
BUSINESS
Corporate Profile
Cognex Corporation was incorporated in Massachusetts in 1981. Our corporate headquarters are located at One Vision Drive, Natick, Massachusetts 01760 and our telephone number is (508) 650-3000.
Cognex 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. Machine vision is important for applications in which human vision is inadequate to meet requirements for size, accuracy, or speed, or in instances where substantial cost savings are obtained through the reduction of labor or improved product quality. Today, many types of manufacturing equipment require machine vision because of the increasing demands for speed and accuracy in manufacturing processes, as well as the decreasing size of items being manufactured.
Cognex has two operating divisions: the Modular Vision Systems Division (MVSD), based in Natick, Massachusetts, and the Surface Inspection Systems Division (SISD), based in Hayward, California. MVSD develops, manufactures, and markets modular vision systems and ID products that are used to automate the manufacture and tracking of discrete items, such as cellular phones, aspirin bottles, and automobile wheels, by locating, identifying, inspecting, and measuring them during the manufacturing or distribution process. SISD develops, manufactures, and markets surface inspection vision systems that are used to inspect the surfaces of materials processed in a continuous fashion, such as metal, paper, nonwoven, plastic, and glass, to ensure there are no flaws or defects on the surfaces. Historically, MVSD has been the source of the majority of the Company’s revenue, representing approximately 82% of total revenue in 2014. Financial information about these segments may be found in Note 19 to the Consolidated Financial Statements, appearing in Part II - Item 8 of this Annual Report on Form 10-K.
What is Machine Vision?
Since the beginning of the Industrial Revolution, human vision has played an indispensable role in the process of manufacturing products. Human eyes did what no machines could do themselves: locating and positioning work, tracking the flow of parts, and inspecting output for quality and consistency. Today, however, the requirements of many manufacturing processes have surpassed the limits of human eyesight. Manufactured items often are produced too quickly or with tolerances too small to be analyzed by the human eye. In response to manufacturers’ needs, “machine vision” technology emerged, providing manufacturing equipment with the gift of sight. Machine vision systems were first widely embraced by manufacturers of electronic components who needed this technology to produce computer chips with decreasing geometries. However, advances in technology and ease-of-use, combined with the decreasing cost of implementing vision applications, have made machine vision available to a broader range of users.


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Machine vision products combine cameras with intelligent software to collect images and then answer questions about these images, such as:
Question
  
Description
  
Example
GUIDANCE
  
 
  
 
Where is it?
  
Determining the exact physical location and orientation of an object.
  
Determining the position of a printed circuit board so that a robot can automatically be guided to place electronic components.
IDENTIFICATION
  
 
  
 
What is it?
  
Identifying an object by analyzing its physical appearance or by reading a serial number or symbol.
  
Reading a two-dimensional barcode directly marked on an automotive airbag so that it can be tracked and processed correctly through manufacturing.
INSPECTION
  
 
  
 
How good is it?
  
Inspecting an object for flaws or defects.
  
Inspecting the paper that US currency is printed on.
GAUGING
  
 
  
 
What size is it?
  
Determining the dimensions of an object.
  
Determining the diameter of a bearing prior to final assembly.
Machine Vision Market
Cognex machine vision is primarily used in the manufacturing sector, where the technology is widely recognized as an important component of automated production and quality assurance. In this sector, Cognex serves three primary markets: factory automation, semiconductor and electronics capital equipment, and surface inspection.
Factory automation customers, who are included in the Company’s MVSD segment, 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 market includes a broad base of customers across a variety of industries, including consumer electronics, automotive, consumer products, food and beverage, medical devices, and pharmaceuticals. The factory automation market also includes customers who purchase Cognex products for use outside of the assembly process, such as using ID products in logistics automation for package sorting and distribution. Sales to factory automation customers represented approximately 82% of total revenue in 2014 compared to 80% of total revenue in 2013.
Semiconductor and electronics capital equipment manufacturers, who are included in the Company’s MVSD segment, 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, which represented a large portion of our business during the 1990’s, changed after the dot-com bubble burst in 2000. Customers shifted away from embedded machine vision systems containing specialized hardware as PC speeds increased. They first migrated to products containing mostly software with significantly less hardware content, and eventually began buying only the software portion of the system from Cognex. Although these software-only products have high gross margins, the average selling price is significantly lower than for a complete vision system. Sales to semiconductor and electronics capital equipment manufacturers represented approximately 6% of total revenue in 2014 compared to 7% of total revenue in 2013.
Surface inspection customers, who comprise the Company’s SISD segment, are manufacturers of materials processed in a continuous fashion, such as metal, paper, nonwoven, plastic, and glass. These customers need sophisticated machine vision to detect, classify, and analyze defects on the surfaces of those materials as they are being processed at high speeds. Surface inspection sales represented approximately 12% of total revenue in 2014 compared to 13% of total revenue in 2013.
In 2014, direct and indirect revenue from Apple Inc. accounted for 14% of total revenue. In 2013 and 2012, no customer accounted for greater than 10% of total revenue.
Business Strategy
Our goal is to expand our position as a leading worldwide provider of machine vision products. Sales to customers in the factory automation market represent the largest percentage of our total revenue, and we believe that this market provides the greatest potential for long-term, sustained revenue growth.

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In order to grow the factory automation market, we have invested in developing new products and functionality that make vision easier to use and more affordable, and therefore, available to a broader base of customers. This investment includes selective expansion into new industrial and commercial vision applications through internal development, as well as the acquisition of businesses and technologies. We have also invested in building a worldwide sales and support infrastructure in order to access more of the potential market for machine vision. This investment includes opening sales offices in emerging markets, such as China, India, Brazil, and Eastern Europe, where we believe many manufacturers can benefit from incorporating machine vision into their production processes, and developing strategic alliances with other leading providers of factory automation products.
Acquisitions and Divestitures
Our business strategy includes selective expansion into new machine vision applications through the acquisition of businesses and technologies. We plan to continue to seek opportunities to expand our product line, customer base, distribution network, and technical talent through acquisitions in the machine vision industry.
There have been no acquisitions of businesses or divestitures completed by the Company during the past five years. Management considers business acquisitions to be an important part of our growth strategy, and although we continue to actively seek out acquisition opportunities, we are selective in choosing businesses in the machine vision space that will not significantly dilute our operating margins.
Products
Cognex offers a full range of vision and ID products designed to meet customer needs at different performance and price points. Our products range from low-cost vision sensors that are easily integrated, to PC-based systems for users with more experience or more complex requirements. Our products also have a variety of physical forms, depending upon the user’s need. For example, customers can purchase vision software to use with their own camera and processor, or they can purchase a standalone unit that combines camera, processor, and software into a single package.
Vision Software
Vision software provides users with the most flexibility by combining the full general-purpose library of Cognex vision tools with the cameras, frame grabbers, and peripheral equipment of their choice. The vision software runs on the customer’s PC, which enables easy integration with PC-based data and controls. Applications based upon Cognex vision software perform a wide range of vision tasks, including part location, identification, measurement, assembly verification, and robotic guidance. Cognex's VisionPro® software offers an extensive suite of patented vision tools for advanced programming, while Cognex Designer allows customers to build complete vision applications with the simplicity of a graphical, flowchart-based programming environment. Cognex also offers a series of Displacement Sensors that provide three-dimensional inspection of products.
Vision Systems
Vision systems combine camera, processor, and vision software into a single, rugged package with a simple and flexible user interface for configuring applications. These general-purpose vision systems are designed to be easily programmed to perform a wide range of vision tasks including part location, identification, measurement, assembly verification, and robotic guidance. Cognex offers the In-Sight® product line of vision systems in a wide range of models to meet various price and performance requirements.
Vision Sensors
Unlike general-purpose vision systems that can be programmed to perform a wide variety of vision tasks, vision sensors are designed to deliver very simple, low-cost, reliable solutions for a limited number of common vision applications such as checking the presence and size of parts. Cognex offers the Checker® product line of vision sensors that performs a variety of single-purpose vision tasks.
ID Products
ID products quickly and reliably read codes (e.g., one-dimensional barcodes or two-dimensional data matrix codes) that have been applied to, or directly marked on, discrete items during the manufacturing process. Manufacturers of goods ranging from automotive parts, pharmaceutical items, aircraft components, and medical devices are increasingly using direct part mark (DPM) identification to ensure that the appropriate manufacturing processes are performed in the correct sequence and on the right parts. In addition, DPM is used to track parts from the beginning of their life to the end, and is also used in supply chain management and repair.
Cognex also offers applications in the automatic identification market outside of the manufacturing sector, such as using ID products in logistics automation for package sorting and distribution. As shipping volumes grow, more distribution centers are choosing to upgrade their traditional laser-based scanners to image-based barcode readers,

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which will cost-effectively increase package sorter efficiency and throughput by improving read rates. Cognex offers the DataMan® product line of ID readers that includes both hand-held and fixed-mount models.
Surface Inspection Systems
Surface inspection systems detect, identify, track, and report visual defects in any continuous material or process, such as metal, paper, nonwoven, plastic, and glass. The Smart View® Web Inspection System is targeted at high-speed applications that require extremely accurate surface defect detection and identification. The SmartAdvisor® Web Monitoring System is a process monitoring system that is used to track defects to their source and determine the root cause. These systems can be delivered as standalone or integrated solutions.
Research, Development, and Engineering
Cognex engages in research, development, and engineering (RD&E) to enhance our existing products and to develop new products and functionality to meet market opportunities. In addition to internal research and development efforts, we intend to continue our strategy of gaining access to new technology through strategic relationships and acquisitions where appropriate.
As of December 31, 2014, Cognex employed 319 professionals in RD&E, many of whom are software developers. Cognex’s RD&E expenses totaled $59,920,000 in 2014, $48,087,000 in 2013, and $41,549,000 in 2012, or approximately 12%, 14%, and 13% of revenue, respectively. We believe that a continued commitment to RD&E activities is essential in order to maintain or achieve product leadership with our existing products and to provide innovative new product offerings. In addition, we consider our ability to accelerate time-to-market for new products to be critical to our revenue growth. Therefore, we expect to continue to make significant RD&E investments in the future. At any point in time, we have numerous research and development projects underway. Although we target our RD&E spending to be between 10% and 15% of total revenue, this percentage is impacted by revenue levels.
Manufacturing and Order Fulfillment
Cognex’s MVSD products are manufactured utilizing a turnkey operation whereby the majority of component procurement, system assembly, and initial testing are performed by third-party contract manufacturers. Cognex’s primary contract manufacturer is located in Indonesia. The contract manufacturers use specified components and assembly/test documentation created and controlled by Cognex. After the completion of initial testing, a fully-assembled product from the contract manufacturers is routed to our facility in Cork, Ireland or Natick, Massachusetts, USA, where trained Cognex personnel load the software onto the product and perform quality control procedures. Finished product for customers in the Americas is then shipped from our Natick, Massachusetts facility, while finished product for customers outside of the Americas is shipped from our Cork, Ireland facility.
Cognex’s SISD products are manufactured and shipped from our Hayward, California facility. The manufacturing process at the Hayward facility consists of component procurement, system assembly, software loading, quality control, and shipment of product to customers worldwide.
Sales Channels and Support Services
Cognex sells its MVSD products through a worldwide direct sales force that focuses on the development of strategic accounts that generate or are expected to generate significant sales volume, as well as through a global network of integration and distribution partners. Our integration partners are experts in vision and complementary technologies that can provide turnkey solutions for complex automation projects using vision, and our distribution partners provide sales and local support to help Cognex reach the many prospects for our products in factories around the world. Cognex’s SISD products are primarily sold through a worldwide direct sales force since there are fewer customers in a more concentrated group of industries.
As of December 31, 2014, Cognex’s sales force consisted of 467 professionals, and our partner network consisted of approximately 522 active integrators and authorized distributors. Sales engineers call directly on targeted accounts and manage the activities of our partners within their territories in order to implement the most advantageous sales model for our products. The majority of our sales force holds engineering or science degrees. Cognex has sales and support personnel located throughout the Americas, Europe, and Asia. In recent years, the Company has expanded its sales force in emerging markets, such as China, India, Brazil, and Eastern Europe, where we believe many manufacturers can benefit from incorporating machine vision into their production processes. In 2010, the Company established a Wholly Foreign Owned Enterprise (WFOE) in Shanghai, China, and we began to sell to our Chinese customers through this new entity in 2011. The WFOE is able to accept payment from Chinese customers in Yuan, also known as Renminbi, which we believe allows us to reach more of the potential market for machine vision throughout Mainland China.

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Sales to customers based outside of the United States represented approximately 70% of total revenue in 2014 compared to approximately 67% of total revenue in 2013. In 2014, approximately 42% of our total revenue came from customers based in Europe, 9% from customers based in Japan, and 19% from customers based in other regions outside the United States. Sales to customers based in Europe are predominantly denominated in Euros, sales to customers based in Japan are predominantly denominated in Yen, and sales to customers based in other regions are denominated in U.S. Dollars and Chinese Yuan for sales within Mainland China. Financial information about geographic areas may be found in Note 19 to the Consolidated Financial Statements, appearing in Part II - Item 8 of this Annual Report on Form 10-K.
Cognex’s MVSD service offerings include maintenance and support, training, and consulting services. Maintenance and support programs include hardware support programs that entitle customers to have failed products repaired, as well as software support programs that provide customers with application support and software updates on the latest software releases. Application support is provided by technical support personnel located at Cognex regional offices, as well as by field service engineers that provide support at the customer’s production site. Training services include a variety of product courses that are available at Cognex’s offices worldwide, at customer facilities, and on computer-based tutorials, video, and the internet. Cognex provides consulting services that range from a specific area of functionality to a completely integrated vision application or installed ID application.
Cognex’s SISD service offerings include maintenance and support and training services similar to those provided by MVSD, as well as installation services. The installation services group supervises the physical installation of the hardware at the customer location, configures the software application to detect the customer’s defects, validates that the entire integrated system with the peripheral components is functioning according to the specifications, and performs operator training.
Intellectual Property
We rely on the technical expertise, creativity, and knowledge of our personnel, and therefore, we utilize patent, trademark, copyright, and trade secret protection to maintain our competitive position and protect our proprietary rights in our products and technology. While our intellectual property rights are important to our success, we believe that our business as a whole is not materially dependent on any particular patent, trademark, copyright, or other intellectual property right.
As of December 31, 2014, Cognex had been granted, or owned by assignment, 403 patents issued worldwide and had another 330 patent applications pending worldwide. Cognex has used, registered, or applied to register a number of trademark registrations in the United States and in other countries. Cognex’s trademark and servicemark portfolio includes various registered marks, including, among others, Cognex®, VisionPro®, In-Sight®, Checker®, DataMan®, Smart View®, and SmartAdvisor®, as well as many common-law marks.
Compliance with Environmental Provisions
Cognex’s capital expenditures, earnings, and competitive position are not materially affected by compliance with federal, state, and local environmental provisions which have been enacted or adopted to regulate the distribution of materials into the environment.
Competition
The machine vision market is fragmented and Cognex’s competitors are typically other vendors of machine vision systems, controllers, and components; manufacturers of image processing systems, sensors, and components; and system integrators. In addition, in the semiconductor and electronics capital equipment market, and with respect to machine builders in the factory automation market, Cognex competes with the internal engineering departments of current or prospective customers. In the identification and logistics market, Cognex competes with manufacturers of automatic identification systems. Any of these competitors may have greater financial and other resources than Cognex. Although we consider Cognex to be one of the leading machine vision companies in the world, reliable estimates of the machine vision market and the number of competitors are not available.
Cognex’s ability to compete depends upon our ability to design, manufacture, and sell high-quality products, as well as our ability to develop new products and functionality that meet evolving customer requirements. The primary competitive factors affecting the choice of a machine vision or ID system include vendor reputation, product functionality and performance, ease of use, price, and post-sales support. The importance of each of these factors varies depending upon the specific customer’s needs.

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Backlog
As of December 31, 2014, backlog, which includes deferred revenue, totaled $62,113,000, compared to $49,677,000 as of December 31, 2013. Backlog reflects customer purchase orders for products scheduled for shipment primarily within 60 days at MVSD and six months at SISD. Although MVSD accepts orders from customers with requested shipment dates that are within 60 days, orders typically ship within one week of order placement. The level of backlog at any particular date is not necessarily indicative of future revenue. Delivery schedules may be extended and orders may be canceled at any time subject to certain cancellation penalties.
Employees
As of December 31, 2014, Cognex employed 1,322 persons, including 684 in sales, marketing, and service activities; 319 in research, development, and engineering; 150 in manufacturing and quality assurance; and 169 in information technology, finance, and administration. Of the Company’s 1,322 employees, 696 are based outside of the United States. None of our employees are represented by a labor union and we have experienced no work stoppages. We believe that our employee relations are good.
Available Information
Cognex maintains a website on the World Wide Web at www.cognex.com. We make available, free of charge, on our website in the “Company” section under the caption “Investor Information” followed by “Financial Information” and then “SEC FiIings,” our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Cognex’s reports filed with, or furnished to, the SEC are also available at the SEC’s website at www.sec.gov. Information contained on our website is not a part of, or incorporated by reference into, this Annual Report on Form 10-K.
ITEM 1A:
RISK FACTORS
The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect our company in the future. If any of these risks were to occur, our business, financial condition, or results of operations could be materially and adversely affected. This section includes or refers to certain forward-looking statements. We refer you to the explanation of the qualifications and limitations on such forward-looking statements, appearing under the heading "Forward-Looking Statements" in Part II - Item 7 of this Annual Report on Form 10-K.
The loss of a large customer could have an adverse effect on our business.
In 2014, revenue from a single customer accounted for 14% of total revenue. Customers of this size may divert management’s attention from other operational matters and pull resources from other areas of the business, resulting in potential loss of revenue from other customers. In addition, customers of this size may receive volume pricing discounts and a higher level of post-sale support, which may lower our gross margin percentage. Furthermore, we have extended credit terms to this customer, resulting in large expenditures for inventory months in advance of cash collection, as well as large accounts receivable balances denominated in U.S. Dollars on our Irish subsidiary’s Euro-denominated books that exposes us to foreign currency gains or losses while these receivables are outstanding.
In 2013 and 2012, no customer accounted for greater than 10% of total revenue. As a large portion of our sales are through resellers however, there may be end customers of our resellers that are large consumers of our products. Furthermore, there may be industry leaders that are able to exert purchasing power over their vendors' supply chains, particularly in the automotive and consumer electronics industries. Our expansion within the factory automation marketplace has reduced our reliance upon the revenue from any one customer. Nevertheless, the loss of, or significant curtailment of purchases by, any one or more of our larger customers could have a material adverse effect on our operating results.

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Global economic conditions may negatively impact our operating results.
Our revenue levels are impacted by global economic conditions, as we have a significant business presence in many countries throughout the world. In 2009, the credit market crisis and slowing global economies resulted in significantly lower demand for our products, as many of our customers experienced deterioration in their businesses, cash flow issues, difficulty obtaining financing, and declining business confidence. Although our business has recovered since that time, economic conditions are still unsettled in certain regions, resulting in a challenging environment to achieve our targeted rate of revenue growth. If global economic conditions remain unsettled or were to deteriorate, our revenue and our ability to generate operating profits could be materially adversely affected.
As a result, our business is subject to the following risks, among others:
our customers may not have sufficient cash flow or access to financing to purchase our products,
our customers may not pay us within agreed upon terms or may default on their payments altogether,
our vendors may be unable to fulfill their delivery obligations to us in a timely manner,
lower demand for our products may result in charges for excess and obsolete inventory if we are unable to sell inventory that is either already on hand or committed to purchase,
lower cash flows may result in impairment charges for acquired intangible assets or goodwill,
a decline in our stock price may make stock options a less attractive form of compensation and a less effective form of retention for our employees, and
the trading price of our common stock may be volatile.
As of December 31, 2014, the Company had approximately $545 million in cash or debt securities 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 puts us in a relatively good position to weather another economic downturn. Nevertheless, our operating results have been materially adversely affected in the past, and could be materially adversely affected in the future, as a result of unfavorable economic conditions and reduced capital spending by manufacturers worldwide.
A downturn in the consumer electronics or automotive industries may adversely affect our business.
In 2014, the largest industries that we served in the factory automation market were the consumer electronics and automotive industries. Our business is impacted by the level of capital spending in these industries, as well as the product design cycles of our major customers in these industries. The market leaders in these industries are able to exert purchasing power over their vendors' supply chains, and our large customers in these industries may decide to purchase fewer products from Cognex or stop purchasing from Cognex altogether. As a result, our operating results could be materially and adversely affected by declining sales in these industries.
Our inability to penetrate new markets outside of the manufacturing sector may impede our revenue growth.
We are pursuing applications in the automatic identification market outside of the manufacturing sector, such as using ID products in logistics automation for package sorting and distribution. As shipping volumes grow, more distribution centers are choosing to upgrade their traditional laser-based scanners to image-based barcode readers, which will cost-effectively increase package sorter efficiency and throughput by improving read rates. Cognex has introduced image-based barcode readers in order to penetrate the ID logistics market and grow our ID Products business beyond the traditional manufacturing sector that we currently serve. Our growth plan is dependent upon successfully penetrating the ID logistics market and we are making significant investments in this area. Therefore, our failure to generate revenue in this new market in the amounts or within the time periods anticipated may have a material adverse impact on our revenue growth and operating profits.
Downturns in the semiconductor and electronics capital equipment market may adversely affect our business.
In 2014, approximately 6% of our revenue was derived from semiconductor and electronics capital equipment manufacturers. This concentration was as high as 61% in 2000 during its revenue peak. The semiconductor and electronics capital equipment industries are highly cyclical and have historically experienced periodic downturns, which have often had a severe effect on demand for production equipment that incorporates our products. While we have been successful in diversifying our business beyond OEM customers who serve the semiconductor and electronics industries, our business is still impacted by capital expenditures in these industries, which, in turn, are dependent upon the market demand for products containing computer chips. As a result, our operating results in the foreseeable future could be significantly and adversely affected by declining sales in either of these industries. Furthermore, the competitive

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landscape in this market has changed in recent years, with price and the flexibility of purchasing hardware from other vendors becoming more important factors in the purchasing decisions of these manufacturers. In response to this market change, we have introduced software-only products. Although these products have high gross margins, 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. In addition, a decline in sales in the semiconductor and electronics capital equipment market, where many of these software-only products are sold, may also have a negative impact on our MVSD gross margins.
Economic, political, and other risks associated with international sales and operations could adversely affect our business and operating results.
In 2014, approximately 70% of our revenue was derived from customers located outside of the United States. We anticipate that international sales will continue to account for a significant portion of our revenue. In addition, certain of our products are assembled by third-party contract manufacturers, primarily located in Indonesia. We intend to continue to expand our sales and operations outside of the United States and expand our presence in international emerging markets, such as our expansion into China, India, Brazil, and Eastern Europe. In 2010, we established a Wholly Foreign Owned Enterprise (WFOE) in Shanghai, China and we began to sell to our Chinese customers through this new entity in 2011. This new entity has required and will continue to require significant management attention and financial resources. As a result, our business is subject to the risks inherent in international sales and operations, including, among other things:
various regulatory and statutory requirements,
difficulties in injecting and repatriating cash,
export and import restrictions,
transportation delays,
employment regulations and local labor conditions,
difficulties in staffing and managing foreign sales operations,
instability in economic or political conditions,
difficulties protecting intellectual property,
business systems connectivity issues, and
potentially adverse tax consequences.
Any of these factors could have a material adverse effect on our operating results.
Fluctuations in foreign currency exchange rates and the use of derivative instruments to hedge these exposures could adversely affect our reported results, liquidity, and competitive position.
We face exposure to foreign currency exchange rate fluctuations, as a significant portion of our revenues, expenses, assets, and liabilities are denominated in currencies other than the functional currencies of our subsidiaries or the reporting currency of our company, which is the U.S. Dollar. In certain instances, we utilize forward contracts to hedge against foreign currency fluctuations. These contracts are used to minimize foreign currency gains or losses, as the gains or losses on the derivative are intended to offset the losses or gains on the underlying exposure. We do not engage in foreign currency speculation. If the counterparty to any of our hedging arrangements experiences financial difficulties, or is otherwise unable to honor the terms of the contract, we may experience material losses.
Late in 2013, we expanded our foreign currency hedging program to include foreign currency cash flow hedges that protect our budgeted revenues and expenses against foreign currency exchange rate changes compared to our budgeted rates. These derivatives are designated for hedge accounting, and therefore, the effective portion of the forward contract's gain or loss is reported in shareholders' equity as other comprehensive income (loss) and is reclassified into current operations as the hedged transaction impacts current operations. Should these hedges fail to qualify for hedge accounting or be ineffective, the gain or loss on the forward contract would be reported in current operations immediately as opposed to when the hedged transaction impacts current operations. This may result in material foreign currency gains or losses.
The success of our foreign currency risk management program depends upon forecasts of transaction activity denominated in various currencies. To the extent that these forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated foreign currency gains or losses that could have a material impact

8


on our results of operations. Furthermore, our failure to identify new exposures and hedge them in an effective manner may result in material foreign currency gains or losses.
A significant portion of our revenues and expenses are denominated in the Euro, the Japanese Yen, and the Chinese Yuan, also known as Renminbi. Our predominant currency of sale is the U.S. Dollar in the Americas, the Euro in Europe, the Yen in Japan, the Chinese Yuan in Mainland China, and the U.S. Dollar in other regions. We estimate that approximately 41% of our sales in 2014 were invoiced in currencies other than the U.S. Dollar, and we expect sales denominated in foreign currencies to continue to represent a significant portion of our total revenue. While we also have expenses denominated in these same foreign currencies, the impact on revenues has historically been, and is expected to continue to be, greater than the offsetting impact on expenses. Therefore, in times when the U.S. Dollar strengthens in relation to these foreign currencies, we would expect to report a net decrease in operating income. Conversely, in times when the U.S. Dollar weakens in relation to these foreign currencies, we would expect to report a net increase in operating income. Thus, changes in the relative strength of the U.S. Dollar may have a material impact on our operating results.
Our business could suffer if we lose the services of, or fail to attract, key personnel.
We are highly dependent upon the management and leadership of Robert J. Shillman, our Chairman of the Board of Directors and Chief Culture Officer, and Robert J. Willett, our President and Chief Executive Officer, as well as other members of our senior management team. Although we have many experienced and qualified senior managers, the loss of key personnel could have a material adverse effect on our company. Our continued growth and success also depends upon our ability to attract and retain skilled employees and on the ability of our officers and key employees to effectively manage the growth of our business through the implementation of appropriate management information systems and internal controls.
We have historically used stock options as a key component of our employee compensation program in order to align employee interests with the interests of our shareholders, provide competitive compensation and benefits packages, and encourage employee retention. We are limited as to the number of options that we may grant under our stock option plans. Accordingly, we may find it difficult to attract, retain, and motivate employees, and any such difficulties could materially adversely affect our business.
The failure of a key supplier to deliver quality product in a timely manner or our inability to obtain components for our products could adversely affect our operating results.
A significant portion of our MVSD product is manufactured by a third-party contractor, located in Indonesia. This contractor has agreed to provide Cognex with termination notification periods and last-time-buy rights, if and when that may be applicable. We rely upon this contractor to provide quality product and meet delivery schedules. We engage in extensive product quality programs and processes, including actively monitoring the performance of our third-party manufacturers; however, we may not detect all product quality issues through these programs and processes.
Certain components are presently available only from a single source. Certain key electronic components that are purchased from strategic suppliers, such as processors or imagers, are fundamental to the design of Cognex products. A disruption in the supply of these key components, such as a last-time-buy announcement, natural disaster, financial bankruptcy, or other event, may require us to purchase a significant amount of inventory at unfavorable prices resulting in lower gross margins and higher risk of carrying excess or obsolete inventory. Furthermore, we are in the process of complying with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires companies to inquire into the origin of conflict minerals in their supply chains. We are working with our supply chain partners to take reasonable steps to assure conflict minerals are not sourced by Cognex or our supply chain partners. These steps may include purchasing supply from alternative sources. If we are unable to secure adequate supply from alternative sources, we may have to redesign our products, which may lead to a delay in manufacturing and a possible loss of sales. Although we are taking certain actions to mitigate supply risk, an interruption in, termination of, or material change in the purchase terms of any key components could have a material adverse effect on our operating results.


9


Our failure to effectively manage product transitions or accurately forecast customer demand could result in excess or obsolete inventory and resulting charges.
Because the market for our products is characterized by rapid technological advances, we frequently introduce new products with improved ease-of-use, improved hardware performance, additional software features and functionality, or lower cost that may replace existing products. Among the risks associated with the introduction of new products are difficulty predicting customer demand and effectively managing inventory levels to ensure adequate supply of the new product and avoid excess supply of the legacy product. In addition, we may strategically enter into non-cancelable commitments with vendors to purchase materials for our products in advance of demand in order to take advantage of favorable pricing or address concerns about the availability of future supplies or long lead times. Our failure to effectively manage product transitions or accurately forecast customer demand, in terms of both volume and configuration, has led to, and may again in the future lead to, an increased risk of excess or obsolete inventory and resulting charges.
Our products may contain design or manufacturing defects, which could result in reduced demand, significant delays, or substantial costs.
If flaws in either the design or manufacture of our products were to occur, we could experience a rate of failure in our products that could result in significant delays in shipment and material repair or replacement costs. Our release-to-market process may not be robust enough to detect significant design flaws or software bugs. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers and contract manufacturers, these actions may not be sufficient to avoid a product failure rate that results in:
substantial delays in shipment,
significant repair or replacement costs,
product liability claims or lawsuits, or
potential damage to our reputation.
Any of these results could have a material adverse effect on our operating results.
Our failure to introduce new products in a successful and timely manner could result in the loss of our market share and a decrease in our revenues and profits.
The market for our products is characterized by rapidly changing technology. Accordingly, we believe that our future success will depend upon our ability to accelerate time-to-market for new products with improved functionality, ease-of-use, performance, or price. There can be no assurance that we will be able to introduce new products in accordance with scheduled release dates or that new products will achieve market acceptance. Our ability to keep pace with the rapid rate of technological change in the high-technology marketplace could have a material adverse effect on our operating results.
Product development is often a complex, time-consuming, and costly process involving significant investment in research and development with no assurance of return on investment. Our strong balance sheet allows us to continue to make significant investments in research, development, and marketing for new products and technologies. Research is by its nature speculative and the ultimate commercial success of a product depends upon various factors, many of which are not under our control. We may not achieve significant revenue from new product investments for a number of years, if at all. Moreover, new products may not generate the operating margins that we have experienced historically.
Our failure to properly manage the distribution of our products and services could result in the loss of revenues and profits.
We utilize a direct sales force, as well as a network of integration and distribution partners, to sell our products and services. Successfully managing the interaction of our direct and indirect sales channels to reach various potential customers for our products and services is a complex process. In addition, our reliance upon indirect selling methods may reduce visibility to demand and pricing issues. Each sales channel has distinct risks and costs, and therefore, our failure to implement the most advantageous balance in the sales model for our products and services could adversely affect our revenue and profitability.

10


If we fail to successfully protect our intellectual property, our competitive position and operating results could suffer.
We rely on our proprietary software technology and hardware designs, as well as the technical expertise, creativity, and knowledge of our personnel to maintain our position as a leading provider of machine vision products. Software piracy and reverse engineering, specifically from companies in Russia and Asia, may result in counterfeit products that are misrepresented in the market as Cognex products. Although we use a variety of methods to protect our intellectual property, we rely most heavily on patent, trademark, copyright, and trade secret protection, as well as non-disclosure agreements with customers, suppliers, employees, and consultants. We also attempt to protect our intellectual property by restricting access to our proprietary information by a combination of technical and internal security measures. These measures, however, may not be adequate to:
protect our proprietary technology,
protect our patents from challenge, invalidation, or circumvention, or
ensure that our intellectual property will provide us with competitive advantages.
Any of these adverse circumstances could have a material adverse effect on our operating results.
Our Company may be subject to time-consuming and costly litigation.
From time to time, we may be subject to various claims and lawsuits by competitors, customers, or other parties arising in the ordinary course of business, including lawsuits charging patent infringement, or claims and lawsuits instituted by us to protect our intellectual property or for other reasons. We are currently a party to actions that are fully described in the section captioned “Legal Proceedings,” appearing in Part I - Item 3 of this Annual Report on Form 10-K. These matters can be time-consuming, divert management’s attention and resources, and cause us to incur significant expenses. Furthermore, the results of any of these actions may have a material adverse effect on our operating results.
Increased competition may result in decreased demand or prices for our products and services.
The machine vision market is fragmented and Cognex’s competitors are typically other vendors of machine vision systems, controllers, and components; manufacturers of image processing systems, sensors, and components; and system integrators. Any of these competitors may have greater financial and other resources than we do. Ease-of-use and product price are significant competitive factors in the factory automation marketplace. We may not be able to compete successfully in the future and our investments in research and development, sales and marketing, and support activities may be insufficient to enable us to maintain our competitive advantage. In addition, competitive pressures could lead to price erosion that could have a material adverse effect on our gross margins and operating results. We refer you to the section captioned “Competition,” appearing in Part I - Item 1 of this Annual Report on Form 10-K for further information regarding the competition that we face.
Implementation of our acquisition strategy may not be successful, which could affect our ability to increase our revenue or profitability and result in the impairment of acquired intangible assets.
We have in the past acquired, and will in the future consider the acquisition of, businesses and technologies in the machine vision industry. Our business may be negatively impacted by risks related to those acquisitions. These risks include, among others:
the inability to find or close attractive acquisition opportunities,
the diversion of management’s attention from other operational matters,
the inability to realize expected synergies resulting from the acquisition,
the failure to retain key customers or employees, and
the impairment of acquired intangible assets resulting from lower-than-expected cash flows from the acquired assets.
Acquisitions are inherently risky and the inability to effectively manage these risks could have a material adverse effect on our operating results.


11


We are at risk for impairment charges with respect to our investments or for acquired intangible assets or goodwill, which could have a material adverse effect on our results of operations.
As of December 31, 2014, we had $491 million of investments, of which $489 million consisted of debt securities. These debt securities are reported at fair value, with unrealized gains and losses, net of tax, recorded in shareholders’ equity as other comprehensive income (loss) since these securities are designated as available-for-sale securities. As of December 31, 2014, our portfolio of debt securities had a net unrealized loss of $102,000. Included in this net loss, were gross unrealized losses totaling $680,000, of which $664,000 were in a loss position for less than twelve months and $16,000 were in a loss position for greater than twelve months. As of December 31, 2014, these unrealized losses were determined to be temporary. However, if conditions change and future unrealized losses were determined to be other-than-temporary, we would be required to record an impairment charge.
Management monitors the carrying value of its investments in debt securities compared to their fair value to determine whether an other-than-temporary impairment has occurred. In considering whether a decline in fair value is other-than-temporary, we consider many factors, both qualitative and quantitative. Management considers the type of security, the credit rating of the security, the length of time the security has been in a loss position, the size of the loss position, our ability and intent to hold the security to expected recovery of value, and other meaningful information. If a decline in fair value is determined to be other-than-temporary, an impairment charge would be recorded in current operations to reduce the carrying value of the investment to its fair value. Should the fair value of investments decline in future periods below their carrying value, management will need to determine whether this decline is other-than-temporary and future impairment charges may be required.
As of December 31, 2014, we had $11 million in acquired intangible assets, of which $6 million represented acquired distribution networks. These assets are susceptible to changes in fair value due to a decrease in the historical or projected cash flows from the use of the asset, which may be negatively impacted by economic trends. A decline in the cash flows generated by these assets, such as the revenue we are able to generate through our distribution network, may result in future impairment charges.
As of December 31, 2014, we had $82 million in acquired goodwill, $78 million of which is assigned to our Modular Vision Systems Division and $4 million of which is assigned to our Surface Inspection Systems Division. The fair value of goodwill is susceptible to changes in the fair value of the reporting segments in which the goodwill resides, and therefore, a decline in our market capitalization or cash flows relative to the net book value of our segments may result in future impairment charges.
If we determine that any of these investments, acquired intangible assets, or goodwill is impaired, we would be required to take a related charge to earnings that could have a material adverse effect on our results of operations.
We may have additional tax liabilities, which could adversely affect our operating results and financial condition.
We are subject to income taxes in the United States, as well as numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities. Although we believe our tax positions are reasonable, the final determination of tax audits and any related litigation could be materially different than that which is reflected in our financial statements and could have a material adverse effect on our income tax provision, net income, or cash flows in the period in which the determination is made.
Information security breaches or business system disruptions may adversely affect our business.
We rely on our information technology infrastructure and management information systems to effectively run our business. We may be subject to information security breaches caused by illegal hacking, computer viruses, or acts of vandalism or terrorism. Our security measures or those of our third-party service providers may not detect or prevent such breaches. Any such compromise to our information security could result in a misappropriation of our cash or other assets, an interruption in our operations, the unauthorized publication of our confidential business or proprietary information, the unauthorized release of customer, vendor, or employee data, the violation of privacy or other laws, and the exposure to litigation, any of which could harm our business and operating results. Any disruption occurring with our management information systems may cause significant business disruption, including our ability to provide quotes, process orders, ship products, invoice customers, process payments, and otherwise run our business. Any disruption occurring with these systems may have a material adverse effect on our operating results.
ITEM 1B:
UNRESOLVED STAFF COMMENTS
There are no unresolved SEC staff comments as of the date of this report.

12


ITEM 2:
PROPERTIES
In 1994, Cognex purchased and renovated a 100,000 square-foot building located in Natick, Massachusetts that serves as our corporate headquarters. In 1997, Cognex completed construction of a 50,000 square-foot addition to this building. In 2009, the Company renovated space in this building to establish a distribution center for MVSD customers in the Americas. In 2014, the Company moved its distribution center for the Americas to a building adjacent to our corporate headquarters.
In 1995, Cognex purchased an 83,000 square-foot office building adjacent to our corporate headquarters. This building is currently occupied by tenants who have lease agreements that expire at various dates through 2021.
In 1997, Cognex purchased a three and one-half acre parcel of land adjacent to our corporate headquarters. This land is being held for future expansion.
In 2007, Cognex purchased a 19,000 square-foot building adjacent to our corporate headquarters. This building is partially occupied by a tenant who has a lease agreement that expires in 2017. In 2014, the Company moved its distribution center for MVSD customers in the Americas into a portion of this space. The building is currently under renovation to expand the distribution center.
On December 29, 2014, Cognex purchased the 50,000 square foot building in Cork, Ireland where we had previously leased space for several years. This facility serves as the distribution center for MVSD customers outside of the Americas.
Cognex conducts certain of its operations in leased facilities. These lease agreements expire at various dates through 2023. Certain of these leases contain renewal options, retirement obligations, escalation clauses, rent holidays, and leasehold improvement incentives.
ITEM 3:
LEGAL PROCEEDINGS
In March 2013, the Company filed a lawsuit against Microscan Systems, Inc. (“Microscan”) and Code Corporation in the United States District Court for the Southern District of New York alleging that Microscan’s Mobile Hawk handheld imager infringes U.S. Patent 7,874,487 owned by the Company (the “'487 patent”). The lawsuit sought to prohibit Code Corporation from manufacturing the product, and Microscan from selling and distributing the product. The Company also sought monetary damages resulting from the alleged infringement. Late in the day on April 30, 2014, the jury found that Microscan willfully infringed the ‘487 patent and awarded Cognex $2.6 million in damages. Following the verdict, Microscan filed motions requesting judgment as a matter of law on the issues of infringement, invalidity, and willfulness, as well as a motion to dismiss for lack of standing. The Company filed motions seeking treble damages (based on the finding of willfulness), attorneys’ fees as an exceptional case, and a permanent injunction against future infringement of the ‘487 patent and the import, manufacture and/or sale of Microscan’s Mobile Hawk product within the U.S. In June 2014, the court issued an order denying all of Microscan’s motions and the Company’s motion for treble damages, while granting the Company’s motion for permanent injunction (limited to enjoining future infringement of the ‘487 patent and the import, manufacture and/or sale of infringing versions of Microscan’s Mobile Hawk product within the U.S.) and the Company’s motion for attorneys’ fees, in part, pending a determination thereof following submission of supplemental briefs by both parties. In July 2014, Microscan filed a Notice of Appeal with the Federal Circuit appealing all orders, findings, and/or conclusions of the District Court that were adverse to Microscan. In August 2014, the Company filed a Notice of Appeal with the Federal Circuit appealing the order granting summary judgment that claims 23, 28, and 29 of the ’487 patent are invalid. Also in August 2014, the Federal Circuit consolidated Microscan’s appeal and the Company’s appeal. In November 2014, the Company filed an unopposed motion to dismiss the Company's appeal, and in December 2014, the Court of Appeals granted the Company's motion to dismiss the Company's appeal. In January 2015, Microscan submitted their appeal brief asserting that the damage award should be vacated, the infringement judgment should be reversed, and that the remaining '487 claims are invalid.
In August 2014, Microscan filed a lawsuit against the Company in the United States District Court for the Southern District of New York alleging that the Company’s DataMan® 8500 handheld imager infringes U.S. Patent 6,352,204 (the “'204 patent”). The lawsuit sought to prohibit the Company from manufacturing, selling, and distributing the DataMan® 8500 product. Microscan also sought monetary damages resulting from the alleged infringement. In September 2014, the Company filed an Answer to the Complaint denying all allegations and asserting in a counterclaim that the ’204 patent is invalid. In October 2014, the Company filed an Amended Answer further explaining its counterclaim of invalidity. Also in October 2014, Microscan filed an Amended Complaint alleging that the Company’s DataMan® 7500 and DataMan® 8600 also infringe the ’204 patent. The Company subsequently responded in October 2014 with its Answer to the Amended Complaint. In December 2014, a Markman hearing regarding the legal construction of the relevant patent claim terms was held. In January 2015, the Court issued an order construing such patent claim

13


terms, as the case continues to proceed. In early February 2015, the Company submitted summary judgment motions. Trial is scheduled to begin in April 2015. This matter is ongoing.
The Company cannot predict the outcome of the above-referenced pending matter and an adverse resolution of this lawsuit could have a material adverse effect on the Company’s 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 4:
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 4A:
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names, ages, and titles of Cognex’s executive officers as of December 31, 2014:
Name
 
Age
 
Title
Robert J. Shillman
 
68
 
Chairman of the Board of Directors and Chief Culture Officer
Robert J. Willett
 
47
 
President and Chief Executive Officer
Richard A. Morin
 
65
 
Executive Vice President of Finance and Administration and Chief Financial Officer
Executive officers are elected annually by the Board of Directors. There are no family relationships among the directors and executive officers of the Company.
Dr. Shillman, Mr. Willett, and Mr. Morin have been employed by Cognex for no less than the past five years.

14


PART II
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is traded on The NASDAQ Stock Market LLC, under the symbol CGNX. As of February 1, 2015, there were approximately 700 shareholders of record of the Company’s common stock. The Company believes the number of beneficial owners of the Company’s common stock on that date was substantially greater.
In July 2013, the Company’s Board of Directors declared a two-for-one stock split of the Company’s common stock, which was effected through a stock dividend distributed on September 16, 2013. All references made to share or per share amounts in the tables and narratives below have been restated to reflect the effect of this two-for-one stock split.
The high and low sales prices of the Company’s common stock as reported by the NASDAQ Stock Market for each quarter in 2014 and 2013 were as follows:
 
First
 
Second
 
Third
 
Fourth
2014
 
 
 
 
 
 
 
High
$
40.14

 
$
39.67

 
$
45.80

 
$
42.49

Low
32.83

 
30.66

 
37.43

 
35.16

2013
 
 
 
 
 
 
 
High
$
21.76

 
$
23.24

 
$
32.60

 
$
38.60

Low
18.38

 
18.43

 
22.66

 
29.22

In December 2012, the Company's Board of Directors declared and paid a dividend of $0.055 per share that would typically have been declared in the first quarter of 2013 in conjunction with the 2012 earnings release. A special dividend of $0.50 per share was also declared and paid in December 2012 to replace expected quarterly dividend declarations for the next eight quarters, beginning in 2013. The additional $0.055 dividend and the $0.50 dividend were accelerated due to the anticipated increase in the federal tax on dividends paid after December 31, 2012. Due to these accelerated payments, no cash dividends were declared or paid in 2013 or 2014. Future dividends will be declared at the discretion of the Company's Board of Directors and will depend upon such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.
In April 2008, the Company’s Board of Directors authorized the repurchase of up to $50,000,000 of the Company’s common stock, primarily as a means to reduce the dilutive effect of employee stock options. Stock repurchases under this program were completed in 2013. In November 2011, the Company’s Board of Directors authorized the repurchase of up to $80,000,000 of the Company’s common stock. Purchases under this 2011 program began in the third quarter of 2013 upon completion of the 2008 program. As of December 31, 2014, the Company had repurchased a total of 2,243,000 shares at a cost of $80,000,000 under this 2011 program, including 1,351,000 shares at a cost of $52,095,000 in 2014. Stock repurchases under this program are now complete. In April 2014, the Company's Board of Directors authorized the repurchase of an additional $50,000,000 of the Company's common stock. Purchases under this 2014 program began in the fourth quarter of 2014 upon completion of the 2011 program. In 2014, the Company repurchased a total of 183,000 shares at a cost of $7,578,000 under this 2014 program. The Company may repurchase shares under this program in future periods depending on a variety of factors, including, among other things, the impact of dilution from employee stock options, stock price, share availability, and cash requirements.
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 of
Shares Purchased
 
Average
Price Paid
per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under the
Plans or Programs
September 29 – October 26, 2014

 
 

 
$
66,952,000

October 27 – November 23, 2014
302,000

 
40.36

 
302,000

 
$
54,767,000

November 24 – December 31, 2014
300,000

 
41.14

 
300,000

 
$
42,422,000

Total
602,000

 
40.75

 
602,000

 
$
42,422,000



15


Set forth below is a line graph comparing the annual percentage change in the cumulative total shareholder return on the Company’s common stock, based upon the market price of the Company’s common stock, with the total return on companies within the Nasdaq Composite Index and the Research Data Group, Inc. Nasdaq Lab Apparatus & Analytical, Optical, Measuring & Controlling Instrument (SIC 3820-3829 US Companies) Index (the “Nasdaq Lab Apparatus Index”). The performance graph assumes an investment of $100 in each of the Company and the two indices, and the reinvestment of any dividends. The historical information set forth below is not necessarily indicative of future performance. Data for the Nasdaq Composite Index and the Nasdaq Lab Apparatus Index was provided to the Company by Research Data Group, Inc.





*$100 invested on 12/31/2008 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
 
12/09
 
12/10
 
12/11
 
12/12
 
12/13
 
12/14
Cognex Corporation
100.00

 
168.04

 
206.72

 
221.48

 
459.69

 
497.61

NASDAQ Composite
100.00

 
117.61

 
118.70

 
139.00

 
196.83

 
223.74

NASDAQ Stocks
100.00

 
126.83

 
131.40

 
151.59

 
195.61

 
208.30

(SIC 3820-3829 U.S. Companies) Lab Apparatus & Analyt,Opt, Measuring, and Controlling Instr
 
 

16


ITEM 6:  SELECTED FINANCIAL DATA    
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
 
(In thousands, except per share amounts)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Revenue
$
486,270

 
$
353,886

 
$
324,279

 
$
321,914

 
$
290,691

Cost of revenue (1)
121,020

 
84,080

 
79,495

 
77,919

 
77,588

Gross margin
365,250

 
269,806

 
244,784

 
243,995

 
213,103

Research, development, and engineering expenses (1)
59,920

 
48,087

 
41,549

 
40,946

 
33,080

Selling, general, and administrative expenses (1)
161,667

 
135,351

 
119,828

 
117,694

 
104,235

Restructuring charges

 

 

 

 
75

Operating income
143,663

 
86,368

 
83,407

 
85,355

 
75,713

Nonoperating income
3,734

 
1,518

 
3,223

 
1,762

 
390

Income before income tax expense
147,397

 
87,886

 
86,630

 
87,117

 
76,103

Income tax expense
25,912

 
14,313

 
18,532

 
17,248

 
14,722

Net income
$
121,485

 
$
73,573

 
$
68,098

 
$
69,869

 
$
61,381

Net income per common and common-equivalent share (2):
 
 
 
 
 
 
 
 
 
Basic
$
1.40

 
$
0.85

 
$
0.79

 
$
0.83

 
$
0.77

Diluted
$
1.36

 
$
0.83

 
$
0.78

 
$
0.82

 
$
0.76

Weighted-average common and common-equivalent shares outstanding (2):
 
 
 
 
 
 
 
 
 
Basic
86,858

 
86,946

 
85,666

 
83,718

 
79,848

Diluted
89,071

 
88,901

 
87,280

 
85,524

 
80,594

Cash dividends per common share (2)
$

 
$

 
$
0.770

 
$
0.180

 
$
0.125

 
 
 
 
 
 
 
 
 
 
(1) Amounts include stock-based compensation expense, as follows:
 
 
 
 
 
 
 
 
 
Cost of revenue
$
1,204

 
$
924

 
$
742

 
$
628

 
$
278

Research, development, and engineering
3,832

 
2,585

 
2,149

 
2,268

 
1,020

Selling, general, and administrative
10,122

 
7,111

 
5,629

 
5,172

 
1,729

Total stock-based compensation expense
$
15,158

 
$
10,620

 
$
8,520

 
$
8,068

 
$
3,027

 
 
 
 
 
 
 
 
 
 
(2) Prior period results have been adjusted to reflect the two-for-one stock split effected in the form of a stock dividend which occurred in the third quarter of 2013.
 
December 31,
 
2014
 
2013
 
2012
 
2011
 
2010
 
(In thousands)
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Working capital
$
183,932

 
$
271,029

 
$
189,493

 
$
231,241

 
$
224,573

Total assets
821,734

 
709,699

 
627,605

 
611,881

 
533,104

Shareholders’ equity
736,437

 
643,912

 
572,285

 
552,980

 
473,311



17


ITEM 7:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements made in this report, as well as oral statements made by the Company from time to time, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these forward-looking statements by our use of the words “expects,” “anticipates,” “estimates,” “believes,” “projects,” “intends,” “plans,” “will,” “may,” “shall,” “could,” “should,” and similar words and other statements of a similar sense. These statements are based upon 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, customer order rates, expected areas of growth, emerging markets, future product mix, research and development activities, investments, and strategic plans, 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 loss of a large customer; (2) current and future conditions in the global economy; (3) the reliance on revenue from the consumer electronics or automotive industries; (4) the inability to penetrate new markets; (5) the cyclicality of the semiconductor and electronics industries; (6) the inability to achieve significant international revenue; (7) fluctuations in foreign currency exchange rates and the use of derivative instruments; (8) the inability to attract and retain skilled employees; (9) the reliance upon key suppliers to manufacture and deliver critical components for our products; (10) the failure to effectively manage product transitions or accurately forecast customer demand; (11) the inability to design and manufacture high-quality products; (12) the technological obsolescence of current products and the inability to develop new products; (13) the failure to properly manage the distribution of products and services; (14) the inability to protect our proprietary technology and intellectual property; (15) our involvement in time-consuming and costly litigation; (16) the impact of competitive pressures; (17) the challenges in integrating and achieving expected results from acquired businesses; (18) potential impairment charges with respect to our investments or for acquired intangible assets or goodwill; (19) exposure to additional tax liabilities; and (20) information security breaches or business system disruptions. 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 this Annual Report on Form 10-K. 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 and ID products that are used to automate the manufacture and tracking 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: factory automation, semiconductor and electronics capital equipment, and surface inspection.
Factory automation customers, who are included in the Company’s MVSD segment, 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 market includes a broad base of customers across a variety of industries, including consumer electronics, automotive, consumer products, food and beverage, medical devices, and pharmaceuticals. The factory automation market also includes customers who purchase Cognex vision products for use outside of the assembly process, such as using ID products in logistics automation for package sorting and distribution. Sales to factory automation customers represented approximately 82% of total revenue in 2014 compared to 80% of total revenue in 2013.
Semiconductor and electronics capital equipment manufacturers, who are included in the Company’s MVSD segment, 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. Sales to

18


semiconductor and electronics capital equipment manufacturers represented approximately 6% of total revenue in 2014 compared to 7% of total revenue in 2013.
Surface inspection customers, who comprise the Company’s SISD segment, are manufacturers of materials processed in a continuous fashion, such as metals, paper, nonwoven, plastics, and glass. These customers need sophisticated machine vision to detect, classify, and analyze defects on the surfaces of those materials as they are being processed at high speeds. Surface inspection sales represented approximately 12% of total revenue in 2014 compared to 13% of total revenue in 2013.
Revenue for the year ended December 31, 2014 totaled $486,270,000, representing an increase of $132,384,000, or 37% over the prior year, driven by higher sales to factory automation customers, including revenue of approximately$70 million from a single customer. Gross margin was 75% of revenue in 2014 compared to 76% of revenue in 2013 due to a relatively lower gross margin on the revenue from this single customer, as well as higher new product introduction costs and inventory charges. Operating expenses increased by $38,149,000, or 21%, from the prior year due primarily to additional headcount to support the significantly higher level of business in 2014. Despite this higher spending level, operating income increased by $57,295,000, or 66%, from the prior year. Operating income was $143,663,000, or 30% of revenue, in 2014 compared to operating income of $86,368,000, or 24% of revenue, in 2013; net income was $121,485,000, or 25% of revenue, in 2014 compared to net income of $73,573,000, or 21% of revenue, in 2013; and net income per diluted share was $1.36 in 2014 compared to $0.83 in 2013.
The following table sets forth certain consolidated financial data as a percentage of revenue:
 
Year ended December 31,
 
2014
 
2013
 
2012
Revenue
100
%
 
100
%
 
100
%
Cost of revenue
25

 
24

 
25

Gross margin
75

 
76

 
75

Research, development, and engineering expenses
12

 
14

 
13

Selling, general, and administrative expenses
33

 
38

 
36

Operating income
30

 
24

 
26

Nonoperating income

 
1

 
1

Income before income tax expense
30

 
25

 
27

Income tax expense
5

 
4

 
6

Net income
25
%
 
21
%
 
21
%
RESULTS OF OPERATIONS
As foreign currency exchange rates are a factor in understanding period-to-period comparisons, we believe the presentation of results on a constant-currency basis in addition to reported results helps improve investors’ ability to understand our operating results and evaluate our performance in comparison to prior periods. We also use results on a constant-currency basis internally as one measure to evaluate our performance. Constant-currency information compares results between periods as if exchange rates had remained constant period-over-period. We generally refer to such amounts calculated on a constant-currency basis as excluding the impact of foreign currency exchange rate changes. Results on a constant-currency basis are not in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and should be considered in addition to, and not as a substitute for, results prepared in accordance with U.S. GAAP.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Revenue
Revenue for the year ended December 31, 2014 increased by $132,384,000, or 37%, from the prior year. The Company recorded higher sales in all three markets it serves. Sales to factory automation customers increased by $115,519,000, or 41%; sales to semiconductor and electronics capital equipment customers increased by $3,279,000, or 14%; and sales to surface inspection customers increased by $13,586,000, or 29%.
Factory Automation Market
Sales to customers in the factory automation market represented 82% of total revenue in 2014 compared to 80% of total revenue in 2013. Sales to these customers increased by $115,519,000, or 41%, from the prior year. Foreign currency exchange rate changes did not have a material impact on total factory automation revenue, as the impact of a stronger Euro in 2014, on average for the full year, compared to the prior year was offset by the impact of a weaker

19


Japanese Yen. Although the Euro was stronger, on average, for the full year 2014 compared to the full year 2013, the Euro weakened vs. the U.S. Dollar in the fourth quarter of 2014 and this trend is continuing into the first quarter of 2015 as of the date of this report. A weaker Euro and Japanese Yen vs. the U.S. Dollar results in lower reported U.S. Dollar revenue when the Company’s sales denominated in these currencies are translated into U.S. Dollars.
The Company recorded factory automation revenue from a single customer, both direct and indirect, of approximately $70,000,000 in 2014 compared to approximately $10,000,000 in 2013. Excluding revenue from this customer in both years, factory automation revenue increased by $55,519,000, or 20%, from the prior year. Geographically, this incremental revenue came primarily from the Americas, Greater China, and Europe.
Sales to factory automation customers decreased by $53,108,000, or 36%, in the fourth quarter of 2014 from the third quarter of 2014. However, excluding revenue from the single customer noted above, factory automation revenue increased by $8,625,000, or 11%, from the prior quarter.
Semiconductor and Electronics Capital Equipment Market
Sales to customers who make automation equipment for the semiconductor and electronics industries represented 6% of total revenue in 2014 compared to 7% of total revenue in 2013. Sales to these customers increased by $3,279,000, or 14%, from the prior year. Excluding the impact of foreign currency exchange rate changes, which primarily relate to the Japanese Yen, sales to semiconductor and electronics capital equipment customers increased by approximately $4,051,000, or 18%, from 2013.
Sales to semiconductor and electronics capital equipment customers decreased by $2,747,000, or 35%, in the fourth quarter of 2014 from the third quarter of 2014. The semiconductor and electronics capital equipment market has historically been highly cyclical and management has limited visibility regarding future order levels from these customers.
Surface Inspection Market
Sales to customers in the surface inspection market represented 12% of total revenue in 2014 compared to 13% of total revenue in 2013. Sales to these customers increased by $13,586,000, or 29%, from the prior year. Excluding the impact of foreign currency exchange rate changes, which primarily relate to the Japanese Yen, sales to surface inspection customers increased by approximately $14,322,000, or 31%, from 2013. Approximately $8,500,000 of this increase was due to the deferral of $4,250,000 of product revenue related to a new software release from 2013 to 2014 when final testing took place at customer sites.
The fourth quarter of 2014 was a record revenue quarter for surface inspection sales, which increased by $3,682,000, or 25%, from the third quarter of 2014. Due to the relatively large average order values at SISD, the revenue reported each quarter can vary significantly depending upon the timing of customer orders, system deliveries, and installations, as well as the impact of revenue deferrals.
Product Revenue
Product revenue increased by $124,280,000, or 38%, from the prior year. A higher volume of systems sold to MVSD customers, including the single factory automation customer noted above, accounted for $110,831,000 of the increase. The remaining increase of $13,449,000 came from higher SISD product revenue.
Service Revenue
Service revenue, which is derived from the sale of maintenance and support, training, consulting, and installation services, increased by $8,104,000, or 30%, from the prior year. Maintenance and support revenue from the single factory automation customer noted above in the form of field support at the customer’s production site beginning in the third quarter of 2014 accounted for the majority of this increase. Service revenue as a percentage of total revenue was 7% in 2014 compared to 8% in 2013. This percentage will fluctuate in future periods depending upon the level of on-site support services provided by the Company.
Gross Margin
Gross margin as a percentage of revenue was 75% in 2014 compared to 76% in 2013. This decrease was due to lower MVSD margins as described below.

20


MVSD Margin
MVSD gross margin as a percentage of revenue was 78% in 2014 compared to 80% in 2013 due to lower product and service margins, as well as a greater percentage of MVSD revenue from the sale of services, which have lower margins than the sale of products. The lower product margin was due to a relatively lower product margin on the single-customer revenue arrangement noted in “Revenue,” as well as higher new product introduction costs and higher inventory charges recorded in 2014 than in the prior year. These product margin decreases were partially offset by the favorable impact of material cost reductions and volume purchasing, as well as manufacturing efficiencies achieved from higher revenue levels as fixed manufacturing costs were spread over a larger revenue base. The lower service margin was due to the on-site support services provided as part of the single-customer revenue arrangement noted in “Revenue.” These services were provided at a relatively lower service margin than the Company’s other service offerings.
SISD Margin
SISD gross margin as a percentage of revenue was 55% in 2014 compared to 54% in 2013. This increase was due to a higher product margin and a greater percentage of SISD revenue from the sale of products, which have higher margins than the sale of services, partially offset by a lower service margin. The higher product margin was the result of material cost reductions on a new product release, while the lower service margin was due to higher installation costs to ensure this new product was operating properly in field conditions.
Product Margin
Product gross margin as a percentage of revenue was 78% in both 2014 and 2013. A lower MVSD product margin was offset by a higher SISD product margin, both as described above.
Service Margin
Service gross margin as a percentage of revenue was 44% in 2014 compared to 55% in 2013. This decrease was primarily due to a lower MVSD service margin, as described above.
Operating Expenses
Research, Development, and Engineering Expenses
Research, development, and engineering (RD&E) expenses in 2014 increased by $11,833,000, or 25%, from the prior year. MVSD RD&E expenses increased by $11,468,000, or 26%, while SISD RD&E expenses increased by $365,000, or 9%.
The table below (in thousands) details the $11,468,000 net increase in MVSD RD&E in 2014:
MVSD RD&E balance in 2013
$
43,973

Personnel-related costs (recurring nature)
3,256

Recruiting and other non-recurring personnel-related costs
1,420

Engineering prototypes
1,283

Company bonus and other employee incentive programs
1,206

Stock-based compensation expense
1,205

Travel costs
716

Outsourced engineering costs
443

Other
1,939

MVSD RD&E balance in 2014
$
55,441

The increase in MVSD RD&E expenses was due to higher personnel-related costs, such as salaries and fringe benefits, resulting from headcount additions and modest salary increases granted early in 2014. Headcount was added to support the significantly higher level of business in 2014 and these costs are expected to continue in future periods. Recruiting and other non-recurring personnel-related costs, as well as travel costs, also increased as a result of the additional headcount and higher business level. Company bonus expense increased due to the additional headcount and the Company incurred higher expenses related to other employee incentive programs, including a $1,000 bonus given to every full-time employee in celebration of the Company’s one-millionth shipment. In addition, the Company incurred higher spending on materials for engineering prototypes, as well as higher outsourced engineering costs in 2014. Stock-based compensation expense increased due to a higher valuation of stock options granted early in 2014.

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The increase in SISD RD&E expenses was primarily due to company bonus recorded in 2014 ($229,000), while the division did not meet its bonus metrics in 2013.
RD&E expenses as a percentage of revenue were 12% in 2014 compared to 14% in 2013. 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. In addition, we consider our ability to accelerate time-to-market for new products to be critical to our revenue growth. Therefore, we expect to continue to make significant RD&E investments in the future. Although we target our RD&E spending to be between 10% and 15% of total revenue, this percentage is impacted by revenue levels.
Selling, General, and Administrative Expenses
Selling, general, and administrative (SG&A) expenses in 2014 increased by $26,316,000, or 19%, from the prior year. MVSD SG&A expenses increased by $21,943,000, or 20%, and SISD SG&A expenses increased by $1,086,000, or 9%. Corporate expenses that are not allocated to either division increased by $3,287,000, or 23%.
The table below (in thousands) details the $21,943,000 net increase in MVSD SG&A in 2014:
MVSD SG&A balance in 2013
$
108,497

Personnel-related costs (recurring nature)
11,535

Sales commissions
2,307

Sales demonstration equipment
1,936

Marketing activities
1,463

Stock-based compensation expense
1,411

Company bonus and other employee incentive programs
1,125

Recruiting and other non-recurring personnel-related costs
751

Other
1,415

MVSD SG&A balance in 2014
$
130,440

The increase in MVSD SG&A expenses was due to headcount additions, resulting in higher personnel-related costs, such as salaries, fringe benefits, sales commissions, and travel expenses, as well as modest salary increases granted early in 2014. Headcount was added to support the significantly higher level of business in 2014 and these costs are expected to continue in future periods. Sales commissions also increased as a result of the higher business level, as did marketing activities. Stock-based compensation expense increased due to a higher valuation of stock options granted early in 2014. Company bonus expense increased due to the additional headcount and the Company incurred higher expenses related to other employee incentive programs, including a $1,000 bonus given to every full-time employee in celebration of the Company’s one-millionth shipment. Recruiting and other non-recurring personnel-related costs, as well as sales demonstration equipment, also increased as a result of the additional headcount and higher business level.
The increase in SISD SG&A expenses was primarily due to company bonus recorded in 2014 ($472,000), while the division did not meet its bonus metrics in 2013, in addition to higher stock-based compensation expense ($237,000).
The increase in corporate expenses was primarily due to higher stock-based compensation expense ($1,343,000), higher company bonus expense ($648,000), and higher legal fees related to patent-infringement actions ($1,156,000- refer to Note 10 to the Consolidated Financial Statements in Part II - Item 8 of this Annual Report on Form 10-K).
Nonoperating Income (Expense)
The Company recorded foreign currency gains of $861,000 in 2014 compared to foreign currency losses of $646,000 in 2013. The foreign currency gains and losses in each period resulted primarily from the revaluation and settlement of accounts receivable, accounts payable, and intercompany balances that are reported in one currency and collected in another. As of December 31, 2014, the Company had collected the vast majority of the U.S. Dollar-denominated accounts receivable on the books of its Irish subsidiary, for which the functional currency is the Euro, from the single customer noted in “Revenue.”
Investment income increased by $552,000, or 21%, from the prior year. This increase was primarily due to investment losses of $702,000 that were recorded in 2013. Excluding these losses, investment income decreased due to lower returns, partially offset by a higher investment balance.
The Company recorded other expense, net of other income, of $283,000 in 2014 and $440,000 in 2013. The Company recorded $354,000 of other income in 2013 due to the expiration of the statutes of limitations relating to tax holidays,

22


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 Company’s corporate headquarters. These buildings were largely unoccupied during 2013; however, late in 2013, a new tenant began to occupy a significant portion of the space in one of the buildings, which resulted in higher rental income in 2014.
Income Tax Expense
The Company’s effective tax rate was 18% of the Company’s pretax income in 2014 compared to 16% in 2013.
The effective tax rate for 2014 included the impact of the following discrete events: (1) a decrease in tax expense of $674,000 from the final true-up of the prior year's tax accrual upon filing the actual returns, (2) a decrease in tax expense of $217,000 from the expiration of statutes of limitations for certain reserves for income tax uncertainties, (3) a decrease in tax expense of $553,000, which includes $296,000 for the release of certain tax reserves, related to the closing of the Internal Revenue Service audit of the Company for tax years 2010 and 2011, and (4) a decrease in tax expense, net of reserves, of $757,000 from the retroactive application of the 2014 research and development tax credit. The Tax Increase Prevention Act of 2014 was passed by Congress in December 2014 and the provisions under this act are to be applied retroactively to January 1, 2014.
The effective tax rate for 2013 included the impact of the following discrete events: (1) a decrease in tax expense of $1,790,000 from the expiration of statutes of limitations for certain reserves for income tax uncertainties, (2) an increase in tax expense of $267,000 from the final true-up of the prior year's tax accrual upon filing the actual tax returns, and (3) a decrease in tax expense of $555,000 from the retroactive application of the 2012 research and development credit. The American Taxpayer Relief Act of 2012 was passed by Congress and signed into law on January 1, 2013, and as a result, the reduction to income tax expense was recorded as a discrete event in the first quarter of 2013.
Excluding the impact of these discrete events, the Company's effective tax rate was 19% of the Company's pretax income in both 2014 and 2013.
RESULTS OF OPERATIONS
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Revenue
Revenue for the year ended December 31, 2013 increased by $29,607,000, or 9%, from the prior year. This increase was due to a $37,836,000, or 16%, increase in sales to factory automation customers, partially offset by a $3,881,000, or 13%, decrease in sales to semiconductor and electronics capital equipment customers and a $4,348,000, or 9%, decrease in sales to surface inspection customers.
Factory Automation Market
Sales to customers in the factory automation market represented 80% of total revenue in 2013 compared to 75% of total revenue in 2012. Sales to these customers increased by $37,836,000, or 16%, from the prior year. A weaker Japanese Yen in 2013 compared to the prior year had a negative impact on reported factory automation revenue, as sales denominated in Yen were translated to U.S. Dollars at a lower rate. This was partially offset by the positive impact of a stronger Euro during the same periods. Excluding the impact of foreign currency exchange rate changes, which decreased factory automation revenue by $1,584,000, sales to factory automation customers increased by $39,420,000, or 16%, from 2012.
Geographically, increases from the prior year in factory automation revenue were noted across all major regions except for Japan. However, excluding the impact of foreign currency exchange rate changes, revenue in Japan also increased from the prior year. Revenue in Japan had declined in both 2011 and 2012 after the natural disasters that hit this region early in 2011. The largest percentage increases were noted in Asia, particularly in China where the Company has made significant investments in its sales and support infrastructure, while the largest dollar increases were noted in the Americas where sales of the Company's ID Products were strong.
Semiconductor and Electronics Capital Equipment Market
Sales to customers who make automation equipment for the semiconductor and electronics industries represented 7% of total revenue in 2013 compared to 9% of total revenue in 2012. Sales to these customers decreased by $3,881,000, or 13%, from the prior year. Excluding the impact of foreign currency exchange rate changes, which primarily relate to the Japanese Yen, sales to semiconductor and electronics capital equipment customers decreased by $2,537,000, or 9%, from 2012.

23


Surface Inspection Market
Sales to customers in the surface inspection market represented 13% of total revenue in 2013 compared to 16% of total revenue in 2012. Sales to these customers decreased by $4,348,000, or 9%, from the prior year. Excluding the impact of foreign currency exchange rate changes, sales to surface inspection customers decreased by $2,896,000, or 6%, from 2012. This decrease was primarily due to delays in revenue recognition related to a new software release.
Product Revenue
Product revenue increased by $31,198,000, or 11%, from the prior year. This increase was driven by a higher volume of MVSD systems sold than in the prior year, partially offset by lower MVSD average selling prices due to a shift in revenue mix to ID products, which have relatively lower average selling prices.
Service Revenue
Service revenue, which is derived from the sale of maintenance and support, training, consulting, and installation services, decreased by $1,591,000, or 6%, from the prior year. This decrease was due to lower consulting services at MVSD, as well as lower revenue from SISD spare part sales, training services, and maintenance and support contracts. Service revenue decreased as a percentage of total revenue to 8% in 2013 from 9% in 2012.
Gross Margin
Gross margin as a percentage of revenue increased to 76% for 2013 compared to 75% for 2012. This increase was primarily due to a higher percentage of total revenue from the sale of MVSD products, which have relatively higher margins than the sale of SISD products or the sale of services.
MVSD Margin
MVSD gross margin as a percentage of revenue was 80% in both 2013 and 2012, as slightly lower product margins were offset by improvements in consulting service margins. The minor deterioration in the product margin was due to higher provisions for excess and obsolete inventory and for warranties, as well as a shift in revenue mix to relatively lower-margin ID Products. This was largely offset by the favorable impact of higher sales volume and material cost reductions.
SISD Margin
SISD gross margin as a percentage of revenue was 54% in both 2013 and 2012, as improvements in installation service margins were offset by higher provisions for excess and obsolete inventory.
Product Margin
Product gross margin as a percentage of revenue was 78% in both 2013 and 2012. A slight reduction in product margins at both MVSD and SISD, as described above, were offset by a favorable shift in revenue mix to MVSD products, which have relatively higher margins than SISD products.
Service Margin
Service gross margin as a percentage of revenue was 55% in 2013 compared to 51% in 2012. This increase was due to improved margins from MVSD consulting services, as well as improvements in SISD installation service margins.
Operating Expenses
Research, Development, and Engineering Expenses
Research, development, and engineering (RD&E) expenses in 2013 increased by $6,538,000, or 16%, from the prior year. MVSD RD&E expenses increased by $6,300,000, or 17%, while SISD RD&E expenses increased by $238,000, or 6%.

24


The table below (in thousands) details the $6,300,000 net increase in MVSD RD&E in 2013:
MVSD RD&E balance in 2012
$
37,673

Personnel costs
3,417

Company bonus accruals
990

Outsourced engineering services
665

Stock-based compensation expense
382

Other
846

MVSD RD&E balance in 2013
$
43,973

Personnel costs have increased from the prior year due to additional headcount, and to a lesser extent, higher average costs per employee. Over the past few years, the Company has increased engineering headcount to support new product development, resulting in higher personnel costs, such as salaries and fringe benefits. Average costs per employee have increased over the prior year due primarily to modest wage increases granted early in 2013 and higher fringe benefits, such as health care costs. In addition, MVSD recorded higher bonus accruals, increased costs related to outsourced engineering services, and increased stock-based compensation expense due to a higher valuation of stock options granted in the first quarter of 2013.
The increase in SISD RD&E expenses was primarily due to increased costs related to outsourced engineering services ($133,000) and increased personnel costs ($107,000).
RD&E expenses as a percentage of revenue were 14% in 2013 and 13% in 2012.
Selling, General, and Administrative Expenses
Selling, general, and administrative (SG&A) expenses in 2013 increased by $15,523,000, or 13%, from the prior year. MVSD SG&A expenses increased by $12,138,000, or 13%, and SISD SG&A expenses increased by $763,000, or 6%. Corporate expenses that are not allocated to either division increased by $2,622,000, or 22%.
The table below (in thousands) details the $12,138,000 net increase in MVSD SG&A in 2013:
MVSD SG&A balance in 2012
$
96,359

Personnel costs
5,173

Sales commissions
3,502

Company bonus accruals
1,033

Depreciation expense
822

Recruiting costs
684

Stock-based compensation expense
588

Marketing and promotional expense
566

Foreign currency exchange rate changes
(1,232
)
Other
1,002

MVSD SG&A balance in 2013
$
108,497

Personnel costs have increased from the prior year due to additional headcount, and to a lesser extent, higher average costs per employee. Over the past few years, the Company has increased headcount in selective areas, principally Sales, resulting in higher personnel costs, such as salaries, fringe benefits, commissions, and travel expenses. Average costs per employee have increased over the prior year due primarily to modest wage increases granted early in 2013 and higher fringe benefits, such as health care costs and foreign retirement obligations. The Company also recorded higher expenses related to sales commissions resulting from higher business levels, MVSD bonus accruals, depreciation expense principally related to business system upgrades, recruiting costs, stock-based compensation expense, and marketing and promotional activities. These increases were partially offset by the net favorable impact of changes in foreign currency exchange rates.   The positive impact on reported expenses of a weaker Japanese Yen in 2013 compared to the prior year, as costs denominated in Yen were translated to U.S. Dollars at a lower rate, was in part offset by the negative impact of a stronger Euro during these same periods.
The increase in SISD SG&A expenses was primarily due to increased personnel costs ($777,000) and increased stock-based compensation expense ($230,000), partially offset by lower SISD bonus accruals ($477,000).

25


The increase in corporate expenses was primarily due to higher legal fees related to patent-infringement actions ($1,269,000 – refer to Note 10 to the Consolidated Financial Statements in Part II – Item 8 of this Annual Report on Form 10-K), higher company bonus accruals ($793,000), and higher stock-based compensation expense ($629,000).
Nonoperating Income (Expense)
The Company recorded foreign currency losses of $646,000 in 2013 and $880,000 in 2012. During 2012, management changed the domicile of the subsidiary that held the Company’s Euro-denominated investment portfolio and also changed that subsidiary’s functional currency from the Euro to the U.S. Dollar. As a result of these changes, the investment portfolio was liquidated, and those funds were converted into U.S. Dollars. To protect against a potential devaluation in the Euro, the Company entered into forward contracts to exchange Euros for U.S. Dollars at fixed exchange rates. The settlement of these forward contracts resulted in a foreign currency loss of $504,000. The foreign currency losses in 2013 and the remaining losses in 2012 resulted from the revaluation and settlement of accounts receivable and intercompany balances that are reported in one currency and collected in another. Although a portion of the Company’s foreign currency exposure of accounts receivable is 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 in 2013 decreased by $1,866,000, or 42%, from the prior year. The decrease was primarily due to gains recorded upon the liquidation of the Company's Euro-denominated investment portfolio in 2012 of $1,071,000 which did not repeat, as well as losses recorded in 2013 on the sale of equity securities of $702,000. Interest income on the Company's portfolio of debt securities was relatively flat, as higher average cash balances available for investment were offset by lower yields.

The Company recorded other expense, net of other income, of $440,000 in 2013 and $367,000 in 2012. The Company recorded $354,000 and $141,000 of other income in the first quarters of 2013 and 2012, respectively, due to the expiration of the statutes of limitations relating to tax holidays, 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 Company’s corporate headquarters. These buildings were largely unoccupied during 2013; however, late in 2013, a new tenant began to occupy a significant portion of the space in one of the buildings.
Income Tax Expense
The Company’s effective tax rate was 16% in 2013 compared to 21% in 2012.
The effective tax rate for 2013 included the impact of the following discrete events: (1) a decrease in tax expense of $1,790,000 from the expiration of statutes of limitations for certain reserves for income tax uncertainties, (2) an increase in tax expense of $267,000 from the final true-up of the prior year's tax accrual upon filing the actual tax returns, and (3) a decrease in tax expense of $555,000 from the retroactive application of the 2012 research and development credit. The American Taxpayer Relief Act of 2012 was passed by Congress and signed into law on January 1, 2013, and as a result, the reduction to income tax expense was recorded as a discrete item in the first quarter of 2013. The impact of these discrete tax events decreased the effective tax rate from 19% to 16% for 2013.
The effective tax rate for 2012 included the impact of the following discrete events: (1) a decrease in tax expense of $441,000 from the expiration of statutes of limitations for certain reserves for income tax uncertainties, (2) an increase in tax expense of $101,000 from the write-down of a non-current deferred tax asset based upon a change in the tax rate in Japan, and (3) an increase in tax expense of $84,000 from the final true-up of the prior year’s tax accrual upon filing the actual tax returns. These discrete events did not have a material net impact on the 2012 tax provision as a percentage of pretax income.
Excluding these discrete tax events, the Company's effective tax rate would be 19% and 21% of the Company's pretax income for 2013 and 2012, respectively. The decrease in the effective tax rate was primarily due to a higher proportion of the Company's pretax income being earned in relatively lower tax jurisdictions.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically been able to generate positive cash flow from operations, which has funded its operating activities and other cash requirements and has resulted in an accumulated cash and investment balance of $546,995,000 as of December 31, 2014. The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments that maintain liquidity.

26


The Company’s cash requirements in 2014 were met with its existing cash balances, cash from investment maturities and sales, positive cash flows from operations, and the proceeds from stock option exercises. Cash requirements consisted of operating activities, purchases of investments, the Company's stock repurchase program, and capital expenditures. As of December 31, 2014, the Company had collected the vast majority of the accounts receivable from the single-customer revenue arrangement noted in 2014 "Results of Operations."
Capital expenditures totaled $20,934,000 in 2014 and included the purchase in late 2014 of a building in Cork, Ireland for 4,500,000 Euros (approximately $5,444,000) where the Company had previously leased space for several years that serves as the distribution center for MVSD customers outside of the Americas. 450,000 Euros of the purchase price was paid in December 2014 and the remaining 4,050,000 Euros were paid in early February 2015. Capital expenditures also included building improvements at the Company’s headquarters and adjacent buildings in Natick, Massachusetts, as well as expenditures for computer hardware and manufacturing test equipment related to new product introductions.
The following table summarizes the Company’s material contractual obligations, both fixed and contingent (in thousands):
Year Ending December 31,
Venrock
Limited
Partnership
Interest
 
Inventory
Purchase
Commitments
 
Leases
 
Total
2015
$
614

 
$
4,748

 
$
5,315

 
$
10,677

2016

 

 
3,309

 
3,309

2017

 

 
2,050

 
2,050

2018

 

 
1,490

 
1,490

2019

 

 
1,416

 
1,416

Thereafter

 

 
2,217

 
2,217

 
$
614

 
$
4,748

 
$
15,797

 
$
21,159

The Company is a Limited Partner in Venrock Associates III, L.P. (Venrock), a venture capital fund. The Company has committed to a total investment in the limited partnership of up to $20,500,000, with the commitment period expiring December 31, 2015. The Company does not have the right to withdraw from the partnership prior to this date. As of December 31, 2014, the Company contributed $19,886,000 to the partnership.  The remaining commitment of $614,000 can be called by Venrock at any time before December 31, 2015. Contributions and distributions are at the discretion of Venrock’s management.  No contributions were made and no distributions were received in 2014.
In addition to the obligations described above, the following items may also result in future material uses of cash:
Dividends
In December 2012, the Company's Board of Directors declared and paid a dividend of $0.055 per share that would typically have been declared in the first quarter of 2013 in conjunction with the 2012 earnings release. A special dividend of $0.50 per share was also declared and paid in December 2012 to replace expected quarterly dividend declarations for the next eight quarters, beginning in 2013. The additional $0.055 dividend and the $0.50 dividend were accelerated due to the anticipated increase in the federal tax on dividends paid after December 31, 2012. Due to these accelerated payments, no cash dividends were declared or paid in 2013 or 2014. Future dividends will be declared at the discretion of the Company's Board of Directors and will depend upon such factors as the Board deems relevant, including, among other things, the Company's ability to generate positive cash flow from operations.
Stock Repurchase Program
In April 2008, the Company’s Board of Directors authorized the repurchase of up to $50,000,000 of the Company’s common stock, primarily as a means to reduce the dilutive effect of employee stock options. Stock repurchases under this program were completed in 2013. In November 2011, the Company’s Board of Directors authorized the repurchase of up to $80,000,000 of the Company’s common stock. Purchases under this 2011 program began in the third quarter of 2013 upon completion of the 2008 program. As of December 31, 2014, the Company had repurchased a total of 2,243,000 shares at a cost of $80,000,000 under this 2011 program, including 1,351,000 shares at a cost of $52,095,000 in 2014. Stock repurchases under this program are now complete. In April 2014, the Company's Board of Directors authorized the repurchase of an additional $50,000,000 of the Company's common stock. Purchases under this 2014 program began in the fourth quarter of 2014 upon completion of the 2011 program. In 2014, the Company repurchased a total of 183,000 shares at a cost of $7,578,000 under this 2014 program. The Company may repurchase shares

27


under this program in future periods depending on a variety of factors, including, among other things, the impact of dilution from employee stock options, stock price, share availability, and cash requirements.
Reserve for Income Taxes
The Company may be required to make cash outlays related to its reserve for income taxes in a future period. Due to the uncertainty of the timing of future cash payments associated with its reserve for income taxes, the Company is unable to make reasonably reliable estimates of the future period of cash settlement, if any, with the respective taxing authorities. Foreign subsidiaries’ undistributed earnings are deemed to be permanently reinvested outside the United States. It is management’s belief that the Company will not need to repatriate these earnings in future years due to the relatively strong cash flows at our domestic entities.
Acquisitions
The Company’s 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 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 December 31, 2014, the Company had approximately $545,039,000 in either cash or debt securities that could be converted into cash. In addition, Cognex has no long-term debt and does not anticipate needing debt financing in the near future. We believe that our strong cash position has put us in a relatively good position with respect to our longer-term liquidity needs.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2014, the Company has no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of the Company’s financial condition and results of operations are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or circumstances resulting in charges that could be material in future reporting periods. We believe the following critical accounting policies require the use of significant estimates and judgments in the preparation of our consolidated financial statements.
Revenue Recognition
The Company’s product revenue is derived from the sale of machine vision systems, which can take the form of hardware with embedded software or software-only, and related accessories. The Company also generates revenue by providing maintenance and support, training, consulting, and installation services to its customers. Certain of the Company’s arrangements include multiple deliverables that provide the customer with a combination of products or services. In order to recognize revenue, the Company requires that a signed customer contract or purchase order is received, the fee from the arrangement is fixed or determinable, and collection of the resulting receivable is probable. Assuming that these criteria have been met, product revenue is generally recognized upon delivery, revenue from maintenance and support programs is recognized ratably over the program period, revenue from training and consulting services is recognized over the period that the services are provided, and revenue from installation services is recognized when the customer has signed off that the installation is complete. When customer-specified acceptance criteria exists that are substantive, product revenue is deferred until these criteria have been met, along with the associated incremental direct costs.
The majority of the Company’s product offerings consist of hardware with embedded software. Under the revenue recognition rules for tangible products, the fee from a multiple-deliverable arrangement is allocated to each of the deliverables based upon their relative selling prices as determined by a selling-price hierarchy. A deliverable in an arrangement qualifies as a separate unit of accounting if the delivered item has value to the customer on a stand-alone basis. A delivered item that does not qualify as a separate unit of accounting is combined with the other undelivered items in the arrangement and revenue is recognized for those combined deliverables as a single unit of accounting. The selling price used for each deliverable is based upon vendor-specific objective evidence (VSOE) if available, third-

28


party evidence (TPE) if VSOE is not available, and management’s best estimate of selling price (BESP) if neither VSOE nor TPE are available. VSOE is the price charged for a deliverable when it is sold separately. TPE is the price of the Company’s or any competitor’s largely interchangeable products or services in stand-alone sales to similarly-situated customers. BESP is the price at which the Company would sell the deliverable if it were sold regularly on a stand-alone basis, considering market conditions and entity-specific factors.
Management exercises judgment in connection with the determination of the amount of revenue to be recognized each period. Such judgments include, but are not limited to, determining whether separate contracts with the same customer that are entered into at or near the same time should be accounted for as a single arrangement, identifying the various elements in an arrangement, determining if delivered items have stand-alone value, determining the relative selling prices of the arrangement’s deliverables, determining whether options to buy additional products or services in the future are substantive and should be accounted for as a deliverable in the original arrangement, assessing whether the fee is fixed or determinable, determining the probability of collecting the receivable, determining whether customer-specified acceptance criteria are substantive in nature, and assessing whether vendor-specific objective evidence of fair value has been established for undelivered elements.
Investments
As of December 31, 2014, the Company’s investment balance totaled $491,301,000, of which $489,345,000 consisted of debt securities and $1,956,000 consisted of a limited partnership interest in a venture capital fund. The debt securities are reported at fair value, with unrealized gains and losses, net of tax, recorded in shareholders’ equity as other comprehensive income (loss) since these securities are designated as available-for-sale securities. As of December 31, 2014, the Company’s portfolio of debt securities had a net unrealized loss of $102,000. The limited partnership interest is in Venrock Associates III, L.P., a venture capital fund with an investment focus on Information Technology and Health Care and Life Sciences. The limited partnership interest is accounted for using the cost method because our investment is less than 5% of the partnership and we have no influence over the partnership’s operating and financial policies. Furthermore, this investment does not have a readily determinable market value, and therefore, does not qualify for fair value accounting.
The Company applies a three-level valuation hierarchy for fair value measurements. 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 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 management’s best estimate of the inputs that market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk. Changes in the valuation methodology, interest rates, credit rates, or the market for these investments could result in changes to their fair values. Changes to the Level of an investment within the fair value hierarchy are determined at the end of the reporting period.
The Company’s money market instruments are reported at fair value based upon the daily market price for identical assets in active markets, and are therefore classified as Level 1. The Company’s debt securities 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. Management is responsible for estimating the fair value of these financial assets and liabilities, and in doing so, considers valuations provided by a large, third-party pricing service. This service maintains regular contact with market makers, brokers, dealers, and analysts to gather information on market movement, direction, trends, and other specific data. They use this information to structure yield curves for various types of debt securities and arrive at the daily valuations.
Management monitors the carrying value of its investments in debt securities and the limited partnership interest compared to their fair value to determine whether an other-than-temporary impairment has occurred. In considering whether a decline in fair value is other-than-temporary, we consider many factors, both qualitative and quantitative in nature. In its evaluation of its debt securities, management considers the type of security, the credit rating of the security, the length of time the security has been in a loss position, the size of the loss position, our ability and intent to hold the security to expected recovery of value, and other meaningful information. If a decline in fair value is determined to be other-than-temporary, an impairment charge would be recorded in current operations to reduce the carrying value of the investment to its fair value. There were no other-than-temporary impairments of investments in 2014, 2013, or 2012.

29


Accounts Receivable
The Company maintains reserves against its accounts receivable for potential credit losses. Ongoing credit evaluations of customers are performed and the Company has historically not experienced significant losses related to the collection of its accounts receivable. Allowances for specific accounts determined to be at risk for collection are estimated by management taking into account the length of time the receivable has been outstanding, the customer’s current ability to pay its obligations to the Company, general economic and industry conditions, as well as various other factors. Global economic uncertainty may result in longer payment cycles and challenges in collecting accounts receivable balances, which make these estimates more judgmental. An adverse change in any of these factors could result in higher than expected customer defaults and may result in the need for additional bad debt provisions. As of December 31, 2014, the Company’s reserve against accounts receivable was $1,095,000, or 2% of the gross accounts receivable balance. A 10% difference in the reserve against accounts receivable as of December 31, 2014 would have affected net income by approximately $89,000.
Inventories
Inventories are stated at the lower of cost or market. Management estimates excess and obsolescence exposures based upon assumptions about future demand, product transitions, and market conditions, and records reserves to reduce the carrying value of inventories to their net realizable value. Volatility in the global economy makes these assumptions about future demand more judgmental. Among the risks associated with the introduction of new products are difficulty predicting customer demand and effectively managing inventory levels to ensure adequate supply of the new product and avoid excess supply of the legacy product. In addition, we may strategically enter into non-cancelable commitments with vendors to purchase materials for products in advance of demand in order to take advantage of favorable pricing or address concerns about the availability of future supplies and long lead times. As of December 31, 2014, the Company’s reserve for excess and obsolete inventory totaled $5,970,000, or 14% of the gross inventory balance. A 10% difference in inventory reserves as of December 31, 2014 would have affected net income by approximately $484,000.
Long-lived Assets
The Company has long-lived assets, including property, plant, and equipment and acquired intangible assets. These assets are susceptible to shortened estimated useful lives and changes in fair value due to changes in their use, market or economic changes, or other events or circumstances. The Company evaluates the potential impairment of these long-lived assets whenever events or circumstances indicate their carrying value may not be recoverable. Factors that could trigger an impairment review include historical or projected results that are less than the assumptions used in the original valuation of an acquired asset, a change in the Company’s business strategy or its use of an acquired asset, or negative economic or industry trends.
If an event or circumstance indicates the carrying value of long-lived assets may not be recoverable, the Company assesses the recoverability of the assets by comparing the carrying value of the assets to the sum of the undiscounted future cash flows that the assets are expected to generate over their remaining economic lives. If the carrying value exceeds the sum of the undiscounted future cash flows, the Company compares the fair value of the long-lived assets to the carrying value and records an impairment loss for the difference. The Company generally estimates the fair value of its long-lived assets using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, discount factors, income tax rates, the identification of groups of assets with highly independent cash flows, and assets’ economic lives. Volatility in the global economy makes these assumptions and estimates more judgmental. No impairment losses were recorded in 2014, 2013, or 2012. Actual future operating results and the remaining economic lives of our long-lived assets could differ from those used in assessing the recoverability of these assets and could result in an impairment of long-lived assets in future periods.
Goodwill
Management evaluates the potential impairment of goodwill for each of its reporting units annually each fourth quarter and whenever events or circumstances indicate their carrying value may not be recoverable. The Company has identified two reporting units for its goodwill test: MVSD and SISD. Determining the Company’s reporting units requires judgments regarding what constitutes a business and at what level discrete financial information is available and reviewed by management.
The Company performs a qualitative assessment of goodwill (commonly known as “step zero”) to determine whether further impairment testing is necessary. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would proceed to a two-step process. Step one

30


compares the fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount exceeds the fair value of the reporting unit, step two is required to measure the amount of impairment loss. Step two compares the implied fair value of the reporting unit goodwill to the carrying amount of the goodwill. The Company estimates the fair value of its reporting units using the income approach based upon a discounted cash flow model. In addition, the Company uses the market approach, which compares the reporting unit to publicly-traded companies and transactions involving similar businesses, to support the conclusions based upon the income approach. The income approach requires the use of many assumptions and estimates including future revenues, expenses, capital expenditures, and working capital, as well as discount factors and income tax rates.
Factors that management considered in the qualitative assessment include macroeconomic conditions, industry and market considerations, overall financial performance (both current and projected), changes in management or strategy, and changes in the composition or carrying amount of net assets. In addition, management took into consideration the goodwill valuation as of October 4, 2010, which was the last time it was performed under the two-step process. At that time, this analysis indicated that the fair value of the MVSD unit exceeded its carrying value by approximately 208%, while the fair value of the SISD unit exceeded its carrying value by approximately 119% at that date. Based on the qualitative assessment, management does not believe that it is more likely than not that the carrying value of either reporting unit exceeds its fair value. No impairment losses were recorded in 2014, 2013, or 2012.
Warranty Obligations
The Company records the estimated cost of fulfilling product warranties at the time of sale based upon historical costs to fulfill claims. Obligations may also be recorded subsequent to the time of sale whenever specific events or circumstances impacting product quality become known that would not have been taken into account using historical data. While we engage in extensive product quality programs and processes, including actively monitoring and evaluating the quality of our component suppliers and third-party contract manufacturers, the Company’s warranty obligation is affected by product failure rates, material usage, and service delivery costs incurred in correcting a product failure. An adverse change in any of these factors may result in the need for additional warranty provisions. As of December 31, 2014, the Company’s accrued warranty obligations amounted to $4,494,000. A 10% difference in accrued warranty obligations as of December 31, 2014 would have affected net income by approximately $364,000.
Contingencies
Estimated losses from contingencies are accrued by management based upon whether a loss is probable and whether management has the ability to reasonably estimate the amount of the loss. Estimating potential losses, or even a range of losses, is difficult and involves a great deal of judgment. Management relies primarily on assessments made by its internal and external legal counsel to make our determination as to whether a loss contingency arising from litigation should be recorded or disclosed. This analysis is performed on a quarterly basis or when facts and circumstances dictate. Should the resolution of a contingency result in a loss that we did not accrue because management did not believe that the loss was probable or capable of being reasonably estimated, then this loss would result in a charge to income in the period the contingency was resolved. The Company did not have any significant accrued contingencies as of December 31, 2014.
Stock-Based Compensation
Compensation expense is recognized for all stock option and restricted stock grants. Determining the appropriate valuation model and estimating the fair values of these grants requires the input of subjective assumptions, including expected stock price volatility, dividend yields, expected term, and forfeiture rates. The expected volatility assumption is based partially upon the historical volatility of the Company’s common stock, which may or may not be a true indicator of future volatility, particularly as the Company continues to seek to diversify its customer base. The assumptions used in calculating the fair values of stock option grants represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and different assumptions are used, stock-based compensation expense could be significantly different from what the Company recorded in the current period.
Income Taxes
Significant judgment is required in determining worldwide income tax expense based upon tax laws in the various jurisdictions in which the Company operates. The Company has established reserves for income taxes by applying the “more likely than not” criteria, under which the recognition threshold is met when an entity concludes that a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination by the relevant tax authority. All tax positions are analyzed periodically and adjustments are made as events occur that warrant modification, such as the completion of audits or the expiration of statutes of limitations, which may result in future charges or credits to income tax expense.

31


As part of the process of preparing consolidated financial statements, management is required to estimate income taxes in each of the jurisdictions in which the Company operates. This process involves estimating the current tax liability, as well as assessing temporary differences arising from the different treatment of items for financial statement and tax purposes. These differences result in deferred tax assets and liabilities, which are recorded on the Consolidated Balance Sheets.
The Company has net deferred tax assets primarily resulting from temporary differences between the financial statement and tax bases of assets and liabilities. Management has evaluated the realizability of these deferred tax assets and has determined that it is more likely than not that these assets will be realized, net of any valuation allowance. In reaching this conclusion, we have evaluated relevant criteria, including the Company’s historical profitability, current projections of future profitability, and the lives of tax credits, net operating and capital losses, and other carryforwards, certain of which have indefinite lives. Should the Company fail to generate sufficient pretax profits in future periods, we may be required to record material adjustments to these deferred tax assets, resulting in a charge to income in the period of determination.
Derivative Instruments
In certain instances, the Company enters into forward contracts to hedge against foreign currency fluctuations. The Company's forward contracts are reported at fair value based upon model-driving valuations in which all significant inputs are observable or can be derived from or corroborated by observable market data for substantially the full term of the asset or liability, and are therefore classified as Level 2. The Company's forward contracts are typically traded or executed in over-the-counter markets with a relatively high degree of pricing transparency. The market participants are generally large commercial banks.
Currently, the Company enters into two types of hedges to manage foreign currency exchange rate risk. The first are economic hedges which utilize foreign currency forward contracts to manage the exposure to fluctuations in foreign currency exchange rates arising primarily from foreign-denominated receivables and payables. The gains and losses on these derivatives are intended to be offset by the changes in the fair value of the assets and liabilities being hedged. These economic hedges are not designated as effective hedges, and therefore, do not qualify for effective hedge accounting. The second are cash flow hedges which utilize foreign currency forward contracts to protect our budgeted revenues and expenses against foreign currency exchange rate changes compared to our budgeted rates. These cash flow hedges are designated for hedge accounting, and therefore, the effective portion of the forward contract's gain or loss is reported in shareholders' equity as other comprehensive income (loss) and is reclassified into current operations as the hedged transaction impacts current operations. Should these hedges fail to qualify for hedge accounting or be ineffective, the gain or loss on the forward contract would be reported in current operations immediately as opposed to when the hedged transaction impacts current operations. This may result in material foreign currency gains or losses.
Purchase Accounting
Business acquisitions are accounted for under the purchase method of accounting. Allocating the purchase price requires the Company to estimate the fair value of various assets acquired and liabilities assumed. Management is responsible for determining the appropriate valuation model and estimated fair values, and in doing so, considers a number of factors, including information provided by an outside valuation advisor. The Company primarily establishes fair value using the income approach based upon a discounted cash flow model. The income approach requires the use of many assumptions and estimates including future revenues and expenses, as well as discount factors and income tax rates.
NEW PRONOUNCEMENTS
Accounting Standards Update (ASU) 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”
ASU 2014-08 defines a discontinued operation as a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. A strategic shift could include a disposal of (1) a major geographical area of operations, (2) a major line of business, (3) a major equity method investment, or (4) other major parts of an entity. In addition, having significant continuing involvement with a component after a disposal or failing to eliminate the operations or cash flows of a disposed component from an entity’s ongoing operations will no longer preclude presentation as a discontinued operation. The ASU will require new disclosures related to discontinued operations and to disposals of individually significant components that do not qualify as discontinued operations. The guidance in ASU 2014-08 applies

32


prospectively to new disposals of components and new classifications as held for sale beginning in 2015 for most entities, with early adoption allowed. Management is in the process of evaluating the impact of this update.
Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers”
The amendments in ASU 2014-09 will supersede and replace all currently existing U.S. GAAP, including industry-specific revenue recognition guidance, with a single, principle-based revenue recognition framework. The concept guiding this new model is that revenue recognition will depict transfer of control to the customer in an amount that reflects consideration to which an entity expects to be entitled. The core principles supporting this framework include (1) identifying the contract with a customer, (2) identifying separate performance obligations within the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations, and (5) recognizing revenue. This new framework will require entities to apply significantly more judgment. This increase in management judgment will require expanded disclosure on estimation methods, inputs, and assumptions for revenue recognition. The guidance in ASU 2014-09 is effective for public companies for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. Management is in the process of evaluating the impact of this update.
Accounting Standards Update (ASU) 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern"
ASU 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements. The entity must provide certain disclosures if "conditions or events raise substantial doubt about the entity's ability to continue as a going concern." The ASU will require management to disclose principal conditions or events contributing to the "doubt" to continue as a going concern, as well as management's evaluations and plans to try to alleviate these uncertainties. The guidance in ASU 2014-15 applies to all entities and is effective for annual periods beginning after December 15, 2015, and interim periods thereafter. Early adoption is permitted. Given the Company's financial condition, management does not expect ASU 2014-15 to have a significant impact on our disclosures.
ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
Foreign Currency Risk
The Company faces exposure to foreign currency 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 Company’s subsidiaries or the reporting currency of the Company, which is the U.S. Dollar. In certain instances, we utilize forward contracts to hedge against foreign currency fluctuations. These contracts are used to minimize foreign gains or losses, as the gains or losses on the derivative are intended to offset the losses or gains on the underlying exposure. We do not engage in foreign currency speculation.
The Company’s foreign currency risk management strategy is principally designed to mitigate the potential financial impact of changes in the value of transactions and balances denominated in foreign currencies resulting from changes in foreign currency exchange rates. Currently, the Company enters into two types of hedges to manage this risk. The first are economic hedges which utilize foreign currency forward contracts with maturities of up to 45 days to manage the exposure to fluctuations in foreign currency exchange rates arising primarily from foreign-denominated receivables and payables. The gains and losses on these derivatives are intended to be offset by the changes in the fair value of the assets and liabilities being hedged. The second are cash flow hedges which utilize foreign currency forward contracts with maturities of up to 18 months to hedge specific forecasted transactions of the Company's foreign subsidiaries with the goal of protecting our budgeted revenues and expenses against foreign currency exchange rate changes compared to our budgeted rates.

33


The Company had the following outstanding forward contracts (in thousands):
 
As of December 31, 2014
As of December 31, 2013
Currency
Notional Value

USD Equivalent

High Rate

Low Rate

Notional Value

USD Equivalent

High Rate

Low Rate

 
 
 
 
 
 
 
 
 
Derivatives Designated as Hedging Instruments:
 
 
 
 
 
Japanese Yen
1,225,000

$
10,211

148.124

138.7

625,000

$
6,122

140.38

140.16

Hungarian Forint
803,000

3,099

319.05

305.07

570,175

2,603

306.06

298.26

Singapore Dollar
3,515

2,564

1.7413

1.6304

2,867

2,346

1.6798

1.6789

British Pound
491

732

0.8375

0.7914

613

1,010

0.8375

0.8334

Canadian Dollar
758

688

1.125

1.062

985

932

1.0635

1.0522

Derivatives Not Designated as Hedging Instruments:
 
 
Japanese Yen
535,000

$
4,464

145.023

119.79

294,500

$
2,797

144.84

105.15

British Pound
1,400

2,183

0.776

0.776

1,100

1,820

0.8305

0.8305

Hungarian Forint
410,000

1,569

316.1

316.1

123,000

568

297.40

297.40

Singapore Dollar
1,225

922

1.607

1.607





Taiwanese Dollar
28,000

883

38.364

38.364

27,000

908

40.85

40.85

Korean Won
940,000

858

1,325

1,325

650,000

620

1,441.58

1,441.58

Euro




2,828

3,887

1.379

1.379

Chinese Yuan




9,000

1,467

8.4301

8.4301

Brazilian Real




250

106

2.3654

2.3654

A change in foreign currency exchange rates could materially impact the fair value of these contracts; however, if this occurred, the fair value of the underlying exposures hedged by the contracts would change by a similar amount. Accordingly, management does not believe that a material change in foreign currency exchange rates used in the fair value of our derivative instruments would materially impact operations or cash flows.
The success of our foreign currency risk management program depends upon forecasts of transaction activity denominated in various currencies. To the extent that these forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated foreign currency gains or losses that could have a material impact on our results of operations. Furthermore, our failure to identify new exposures and hedge them in an effective manner may result in material foreign currency gains or losses.
The Company’s functional currency/reporting currency exchange rate exposures result from revenues and expenses that are denominated in currencies other than the U.S. Dollar. A significant portion of our revenues and expenses are denominated in the Euro, the Japanese Yen, and the Chinese Yuan, also known as Renminbi. Our predominant currency of sale is the U.S. Dollar in the Americas, the Euro in Europe, the Yen in Japan, the Chinese Yuan in Mainland China, and the U.S. Dollar in other regions. We estimate that approximately 41% of our sales in 2014 were invoiced in currencies other than the U.S. Dollar, and we expect sales denominated in foreign currencies to continue to represent a significant portion of our total revenue. While we also have expenses denominated in these same foreign currencies, the impact on revenues has historically been, and is expected to continue to be, greater than the offsetting impact on expenses. Therefore, in times when the U.S. Dollar strengthens in relation to these foreign currencies, we would expect to report a net decrease in operating income. Conversely, in times when the U.S. Dollar weakens in relation to these foreign currencies, we would expect to report a net increase in operating income. Thus, changes in the relative strength of the U.S. Dollar may have a material impact on our operating results.
Although the Euro was stronger on average for the full year 2014 compared to the full year 2013, the Euro weakened versus the U.S. Dollar in the fourth quarter of 2014 and this trend is continuing into 2015 as of the date of this report. A weaker Euro versus the U.S. Dollar results in lower reported U.S. Dollar revenue when the Company's sales denominated in Euros are translated into U.S. Dollars.
Interest Rate Risk
The Company’s investment portfolio of debt securities includes corporate bonds, treasury bills, asset-backed securities, a Euro liquidity fund, agency bonds, sovereign bonds, municipal bonds, and supranational bonds. Debt securities with original maturities greater than three months are designated as available-for-sale and are reported at fair value. As of

34


December 31, 2014, the fair value of the Company’s portfolio of debt securities amounted to $489,345,000 with principal amounts totaling $489,447,000, maturities that do not exceed seven years, and a yield to maturity of 0.83%. Differences between the fair value and principal amounts of the Company’s portfolio of debt securities are primarily attributable to discounts and premiums arising at the acquisition date, as well as unrealized gains and losses as of the balance sheet date.
Although it is the Company’s policy to invest in debt securities with effective maturities that do not exceed ten years, 85% of the investment portfolio as of December 31, 2014 has effective maturity dates of less than three years. Given the relatively short maturities and investment-grade quality of the Company’s portfolio of debt securities as of December 31, 2014, a sharp rise in interest rates should not have a material adverse effect on the fair value of these instruments. As a result, the Company does not currently hedge these interest rate exposures.
The following table presents the hypothetical change in the fair value of the Company’s portfolio of debt securities arising from selected potential changes in interest rates (in thousands). This modeling technique measures the change in fair value that would result from a parallel shift in the yield curve plus or minus 50 and 100 basis points (BP) over a twelve-month time horizon.
Type of security
 
Valuation of securities given
an interest rate decrease
 
No change in
interest rates
 
Valuation of securities given
an interest rate increase
 
 
(100 BP)

 
(50 BP)

 
 
 
50 BP

 
100 BP

Corporate bonds
 
$
249,741

 
$
248,462

 
$
247,183

 
$
245,903

 
$
244,624

Treasury bills
 
91,348

 
90,880

 
90,412

 
89,944

 
89,477

Asset-backed securities
 
64,528

 
64,197

 
63,867

 
63,537

 
63,206

Euro liquidity fund
 
48,708

 
48,472

 
48,235

 
47,999

 
47,763

Agency bonds
 
16,619

 
16,534

 
16,449

 
16,364

 
16,279

Sovereign bonds
 
13,600

 
13,530

 
13,461

 
13,391

 
13,321

Municipal bonds
 
7,918

 
7,878

 
7,837

 
7,797

 
7,756

Supranational bonds

 
1,921

 
1,911

 
1,901

 
1,891

 
1,881

 
 
$
494,383

 
$
491,864

 
$
489,345

 
$
486,826

 
$
484,307




35


ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements:
 
Financial Statement Schedule:
 

36


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Cognex Corporation:
We have audited the accompanying consolidated balance sheets of Cognex Corporation (a Massachusetts corporation) and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cognex Corporation and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2014, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 12, 2015 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
Boston, Massachusetts
February 12, 2015

37


COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF OPERATIONS
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(In thousands, except per share amounts)
Revenue
 
 
 
 
 
Product
$
451,066

 
$
326,786

 
$
295,588

Service
35,204

 
27,100

 
28,691

 
486,270

 
353,886

 
324,279

Cost of revenue
 
 
 
 
 
Product
101,448

 
71,893

 
65,432

Service
19,572

 
12,187

 
14,063

 
121,020

 
84,080

 
79,495

Gross margin
 
 
 
 
 
Product
349,618

 
254,893

 
230,156

Service
15,632

 
14,913

 
14,628

 
365,250

 
269,806

 
244,784

Research, development, and engineering expenses
59,920

 
48,087

 
41,549

Selling, general, and administrative expenses
161,667

 
135,351

 
119,828

Operating income
143,663

 
86,368

 
83,407

Foreign currency gain (loss)
861

 
(646
)
 
(880
)
Investment income
3,156

 
2,604

 
4,470

Other expense
(283
)
 
(440
)
 
(367
)
Income before income tax expense
147,397

 
87,886

 
86,630

Income tax expense
25,912

 
14,313

 
18,532

Net income
$
121,485

 
$
73,573

 
$
68,098

Net income per common and common-equivalent share (1):
 
 
 
 
 
Basic
$
1.40

 
$
0.85

 
$
0.79

Diluted
$
1.36

 
$
0.83

 
$
0.78

Weighted-average common and common-equivalent shares outstanding (1):
 
 
 
 
 
Basic
86,858

 
86,946

 
85,666

Diluted
89,071

 
88,901

 
87,280

Cash dividends per common share (1)
$

 
$

 
$
0.77


(1) Prior period results have been adjusted to reflect the two-for-one stock split effected in the form of a stock dividend which occurred in the third quarter of 2013.













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

38


COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(In thousands)
Net income
$
121,485

 
$
73,573

 
$
68,098

Other comprehensive income (loss), net of tax:
 
 
 
 
 
Cash flow hedges:
 
 
 
 
 
Net unrealized gain (loss), net of tax of $0, $13, and $0 in 2014, 2013, and 2012, respectively
(118
)
 
104

 

Reclassification of net realized (gain) loss into current operations
46

 

 

Net change related to cash flow hedges
(72
)
 
104

 

 
 
 
 
 
 
Available-for-sale investments:
 
 
 
 
 
Net unrealized gain (loss), net of tax of $40, ($147), and $129 in 2014, 2013, and 2012, respectively
579

 
(190
)
 
2,079

Reclassification of net realized (gain) loss into current operations
(673
)
 
(314
)
 
(1,695
)
Net change related to available-for-sale investments
(94
)
 
(504
)
 
384

 
 
 
 
 
 
Foreign currency translation adjustments:
 
 
 
 
 
Foreign currency translation adjustments, net of tax of ($870), $22, and ($7) in 2014, 2013, and 2012, respectively
(9,400
)
 
82

 
(12,546
)
Net change related to foreign currency translation adjustments
(9,400
)
 
82

 
(12,546
)
 
 
 
 
 
 
Other comprehensive income (loss), net of tax
(9,566
)
 
(318
)
 
(12,162
)
Total comprehensive income
$
111,919

 
$
73,255

 
$
55,936

 

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

39


COGNEX CORPORATION – CONSOLIDATED BALANCE SHEETS
 
 
December 31,
 
2014
 
2013
 
(In thousands)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
55,694

 
$
40,644

Short-term investments
90,456

 
184,822

Accounts receivable, less reserves of $1,095 and $1,354 in 2014 and 2013, respectively
50,938

 
53,015

Inventories
35,536

 
25,694

Deferred income taxes
8,985

 
7,611

Prepaid expenses and other current assets
22,997

 
20,265

Total current assets
264,606

 
332,051

Long-term investments
400,845

 
229,655

Property, plant, and equipment, net
47,907

 
37,136

Deferred income taxes
14,452

 
12,307

Intangible assets, net
10,699

 
14,723

Goodwill
81,689

 
81,689

Other assets
1,536

 
2,138

 
$
821,734

 
$
709,699

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
19,114

 
$
9,487

Accrued expenses
39,949

 
34,331

Accrued income taxes
1,048

 
1,263

Deferred revenue and customer deposits
20,563

 
15,941

Total current liabilities
80,674

 
61,022

Reserve for income taxes
4,623

 
4,765

Commitments and contingencies (Note 10)

 

Shareholders’ equity:
 
 
 
Common stock, $.002 par value –
Authorized: 140,000 shares, issued and outstanding: 86,542 and 86,831 shares in 2014 and 2013, respectively
173

 
174

Additional paid-in capital
251,717

 
211,440

Retained earnings
523,946

 
462,131

Accumulated other comprehensive loss, net of tax
(39,399
)
 
(29,833
)
Total shareholders’ equity
736,437

 
643,912

 
$
821,734

 
$
709,699












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

40


COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Year Ended December 31,
 
2014
 
2013
 
2012
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
Net income
$
121,485

 
$
73,573

 
$
68,098

Adjustments to reconcile net income to net cash provided by operations:
 
 
 
 
 
Stock-based compensation expense
15,158

 
10,620

 
8,520

Depreciation of property, plant, and equipment
8,443

 
7,305

 
6,721

Amortization of intangible assets
4,024

 
3,797

 
4,137

Amortization of discounts or premiums on investments
1,823

 
2,519

 
5,735

Realized (gain) loss on sale of investments
(673
)
 
403

 
(1,625
)
Change in deferred income taxes
(2,364
)
 
2,234

 
429

Tax effect of stock option exercises
(7,871
)
 
(7,658
)
 
(3,594
)
Changes in operating assets and liabilities:
 
 
 
 
 
Accounts receivable
(915
)
 
(11,311
)
 
5,035

Inventories
(11,750
)
 
666

 
1,872

Accounts payable
10,896

 
2,644

 
(246
)
Accrued expenses
7,812

 
5,593

 
(1,974
)
Accrued income taxes
7,700

 
7,968

 
3,363

Deferred revenue and customer deposits
5,893

 
3,228

 
(761
)
Other
(3,691
)
 
(6,126
)
 
5,421

Net cash provided by operating activities
155,970

 
95,455

 
101,131

Cash flows from investing activities:
 
 
 
 
 
Purchases of investments
(422,633
)
 
(370,781
)
 
(460,486
)
Maturities and sales of investments
339,470

 
296,091

 
431,510

Purchases of property, plant, and equipment
(20,934
)
 
(9,630
)
 
(9,878
)
Cash paid for purchased technology

 
(3,750
)
 

Net cash used in investing activities
(104,097
)
 
(88,070
)
 
(38,854
)
Cash flows from financing activities:
 
 
 
 
 
Issuance of common stock under stock option plans
16,930

 
27,792

 
17,468

Payment of dividends

 

 
(66,213
)
Repurchase of common stock
(59,673
)
 
(47,908
)
 

Tax effect of stock option exercises
7,871

 
7,658

 
3,594

Net cash used in financing activities
(34,872
)
 
(12,458
)
 
(45,151
)
Effect of foreign exchange rate changes on cash and cash equivalents
(1,951
)
 
557

 
(10,069
)
Net change in cash and cash equivalents
15,050

 
(4,516
)
 
7,057

Cash and cash equivalents at beginning of year
40,644

 
45,160

 
38,103

Cash and cash equivalents at end of year
$
55,694

 
$
40,644

 
$
45,160

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

41


COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Shareholders’
Equity
(In thousands)
 
Shares
 
Par Value
 
Balance as of December 31, 2011
 
84,446

 
$
168

 
$
135,584

 
$
434,581

 
$
(17,353
)
 
$
552,980

Issuance of common stock under stock option plans
 
1,664

 
4

 
17,464

 

 

 
17,468

Stock-based compensation expense
 

 

 
8,520

 

 

 
8,520

Excess tax benefit from stock option exercises
 

 

 
3,594

 

 

 
3,594

Payment of dividends
 

 

 

 
(66,213
)
 

 
(66,213
)
Net income
 

 

 

 
68,098

 

 
68,098

Net unrealized gain on available-for-sale investments, net of tax of $129
 

 

 

 

 
2,079

 
2,079

Reclassification of net realized gain on the sale of available-for-sale investments
 

 

 

 

 
(1,695
)
 
(1,695
)
Foreign currency translation adjustment, net of tax of $7
 

 

 

 

 
(12,546
)
 
(12,546
)
Balance as of December 31, 2012
 
86,110

 
$
172

 
$
165,162

 
$
436,466

 
$
(29,515
)
 
$
572,285

Issuance of common stock under stock option plans
 
2,440

 
2

 
27,790

 

 

 
27,792

Repurchase of common stock
 
(1,719
)
 

 

 
(47,908
)
 

 
(47,908
)
Stock-based compensation expense
 

 

 
10,620

 

 

 
10,620

Excess tax benefit from stock option exercises
 

 

 
7,658

 

 

 
7,658

Tax benefit for research and development credits as a result of stock options
 

 

 
210

 

 

 
210

Net income
 

 

 

 
73,573

 

 
73,573

Net unrealized gain on cash flow hedges net of tax of $13
 

 

 

 

 
104

 
104

Net unrealized loss on available-for-sale investments, net of tax of $147
 

 

 

 

 
(190
)
 
(190
)
Reclassification of net realized gain on the sale of available-for-sale investments
 

 

 

 

 
(314
)
 
(314
)
Foreign currency translation adjustment, net of tax of $22
 

 

 

 

 
82

 
82

Balance as of December 31, 2013
 
86,831

 
$
174

 
$
211,440

 
$
462,131

 
$
(29,833
)
 
$
643,912

Issuance of common stock under stock option plans
 
1,245

 
2

 
16,928

 

 

 
16,930

Repurchase of common stock
 
(1,534
)
 
(3
)
 

 
(59,670
)
 

 
(59,673
)
Stock-based compensation expense
 

 

 
15,158

 

 

 
15,158

Excess tax benefit from stock option exercises
 

 

 
7,871

 

 

 
7,871

Tax benefit for research and development credits as a result of stock options
 

 

 
320

 

 

 
320

Net income
 

 

 

 
121,485

 

 
121,485

Net unrealized loss on cash flow hedges, net of tax of $0
 

 

 

 

 
(118
)
 
(118
)
Reclassification of net realized loss on cash flow hedges
 

 

 

 

 
46

 
46

Net unrealized gain on available-for-sale investments, net of tax of $40
 

 

 

 

 
579

 
579

Reclassification of net realized gain on the sale of available-for-sale investments
 

 

 

 

 
(673
)
 
(673
)
Foreign currency translation adjustment, net of tax of $870
 

 

 

 

 
(9,400
)
 
(9,400
)
Balance as of December 31, 2014
 
86,542

 
$
173

 
$
251,717

 
$