Cognex Earnings 2018-12-31
CGNX 10K Annual Report
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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, 2018 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 | |
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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth 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 | ||
¨ Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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 July 1, 2018: $7,312,677,834
Common stock, par value $.002 per share, outstanding as of January 27, 2019: 170,831,424 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, 2018. 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, 2018
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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 products are used to automate the manufacture and tracking of discrete items, such as mobile phones, aspirin bottles, and automobile tires, by locating, identifying, inspecting, and measuring them during the manufacturing or distribution process. 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.
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 innovativesoftware 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. | Checking for debris to ensure that foreign objects are not present in a product before shipping to consumers. | ||
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 to automate manufacturing and distribution processes in a variety of industries, where the technology is widely recognized as an important component of automated production and quality assurance. Virtually every manufacturer can achieve better quality and manufacturing efficiency by using machine vision, and therefore, Cognex products are used by a broad base of customers across a variety of industries, including consumer electronics, automotive, consumer products, food and beverage, pharmaceuticals, and medical devices. Cognex products are also used outside of the manufacturing sector to automate distribution processes in the logistics industry for applications in retail distribution and ecommerce to scan, track, and sort goods through distribution centers.
The Company operates in one segment, machine vision technology. We offer a variety of machine vision products that have similar economic characteristics, have the same production processes, and are distributed by the same sales channels to the same types of customers. Information about 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.
In 2018, 2017, and 2016, direct and indirect revenue from Apple Inc. accounted for 15%, 20%, and 17% of total revenue, respectively.
Business Strategy
Our goal is to expand our position as a leading worldwide provider of machine vision products. We are selective in choosing growth opportunities that we believe will maintain our historically high gross margin percentages, which have ranged in the mid 70s for the past several years and reflect the value our customers place on our innovative products. Our strong and unique corporate culture reinforces our values of customer first and innovation, and enables us to attract and retain smart, highly-educated, experienced talent who are motivated to solve the most challenging vision tasks.
We invest heavily in research and development in order to maintain our position as a technology leader in machine vision. We invest in technology that makes vision easier to use and more affordable, and therefore, available to a broader base of customers, such as our vision sensor products that enable customers with a lower budget to use machine vision without the help of sophisticated engineers. We also invest in technology that addresses the most challenging vision applications, such as our 3D vision products that solve applications where a height or volume measurement is required. We identify large customers with high-volume applications and offer them collaborative development to deliver solutions to solve their complex vision problems.
We continue to invest in our core markets, such as consumer electronics and automotive, where we are a leading provider of vision and ID products for factory automation, while we seek opportunities to expand into adjacent markets for vision, such as logistics, airport baggage handling, mobile terminals, life sciences, and collaborative robotics. We invest through internal development, as well as the acquisition of businesses and technologies.
We reach a broad base of customers through our worldwide direct sales force that sells to large, strategic customers, as well as through our network of distributors and integrators that sell primarily to smaller customers who may be more geographically remote. We invest in emerging, high-growth regions where many manufacturers can benefit from
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incorporating machine vision into their production processes. This includes investment in China, where rising wages for assembly workers and a greater focus on product quality are driving assembly automation, particularly in the consumer electronics industry.
Acquisitions
Our business strategy includes selective expansion into new machine vision applications and markets through the acquisition of businesses and technologies. In 2017 and 2016, we completed six small business acquisitions, which were not significant individually or in the aggregate. The purchase price for each business ranged from $2.5 million to $23 million. In addition to completed technology and customer relationships, these acquisitions included engineering talent expected to help accelerate the development of future products. 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 that we believe will enhance our long-term growth rate and profitability. We plan to continue to seek opportunities to expand our product lines, customer base, distribution network, and technical talent through acquisitions in the machine vision industry.
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 needs. 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. 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 ViDi deep learning-based image analysis software solves complex applications that are too complicated and time-consuming to program and maintain with traditional machine vision rules-based algorithms.
Vision Systems and Sensors
Vision systems combine camera, processor, and vision software into a single, rugged package with a simple and flexible user interface for configuring applications. 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. Unlike general-purpose vision systems, 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 In-Sight® product line of vision systems in a wide range of models to meet various price and performance requirements. Cognex also offers a series of 3D vision systems for use in highly demanding applications that require surface feature measurements that go beyond the capabilities of 2D vision technology.
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.
ID products are also used outside of the manufacturing sector to automate distribution processes in the logistics industry for applications in retail distribution and ecommerce to scan, track, and sort goods through distribution centers. Cognex offers the DataMan® product line of image-based barcode readers, which includes both hand-held and fixed-mount models, and barcode verifiers, as well as the MX Series of vision-enabled Mobile Terminals that allow customers to leverage the latest mobile device technology for industrial barcode reading applications.
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 address market opportunities. In addition to internal research and development
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efforts, we intend to continue our strategy of gaining access to new technology through strategic relationships and acquisitions where appropriate.
As of December 31, 2018, Cognex employed 508 professionals in RD&E, many of whom are software developers. Cognex’s RD&E expenses totaled $116,445,000 in 2018, $99,205,000 in 2017, and $78,269,000 in 2016, or approximately 14%, 13%, and 15% 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, as well as to provide engineering support for large customers. 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 annual RD&E spending to be between 10% and 15% of total revenue, this percentage is impacted by revenue levels and investing cycles.
Manufacturing and Order Fulfillment
Cognex’s 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 sourced from a vendor list approved by Cognex and assembly/test documentation created and controlled by Cognex. Certain components are presently sourced from a single vendor that is selected based upon price and performance considerations. In the event of a supply disruption from a single-source vendor, these components may be purchased from alternative vendors.
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 Cognex 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.
Sales Channels and Support Services
Cognex sells its 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.
As of December 31, 2018, Cognex’s sales force consisted of 981 professionals, and our partner network consisted of 386 active integrators and authorized distributors. Sales engineers call directly on targeted accounts, with the assistance of application engineers, and manage the activities of our integration and distribution partners within their territories in order to provide an advantageous sales model for our products. The majority of our sales engineers are degreed engineers. Cognex has sales and support personnel located throughout the Americas, Europe, and Asia.
Sales to customers based outside of the United States represented approximately 71% of total revenue in 2018 compared to approximately 76% of total revenue in 2017. In 2018, approximately 38% of our total revenue came from customers based in Europe, 16% from customers based in Greater China, 5% from customers based in Japan, and 12% from customers based in other regions outside the United States. Sales to customers based in Europe are denominated in Euros and U.S. Dollars, sales to customers based in Greater China are denominated in Yuan for sales within Mainland China and U.S. Dollars in other territories, sales to customers based in Japan are denominated in Yen, and sales to customers based in other regions are denominated in U.S. Dollars. 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 service offerings include maintenance and support, consulting, and training 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 to 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. We provide consulting services that range from a specific area of functionality to a completely integrated vision application or installed ID application. Training services include a variety of product courses that are available at our offices worldwide, at customer facilities, and online at www.cognex.com.
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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, 2018, Cognex owned 640 patents issued worldwide and had another 490 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®, and DataMan®, 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 highly fragmented and competitive. Our competitors include 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 machine builders in the factory automation market, we compete with the internal engineering departments of current or prospective customers. In the identification and logistics markets, we compete with manufacturers of automatic identification systems. In the deep learning market, we compete with other industrially-focused machine vision companies, deep learning software companies, and engineering teams that use open source tools to solve applications. Key competitors in geographies worldwide include Keyence Corporation, Sick AG, Datalogic, and Omron Corporation. 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 and relative size of competitors are not readily 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 identification 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.
Backlog
As of December 31, 2018, backlog, which includes deferred revenue, totaled $65,408,000, compared to $42,186,000 as of December 31, 2017. Backlog reflects customer purchase orders for products scheduled for shipment primarily within 120 days for customers in the logistics industry and primarily within 60 days for customers in all other industries. 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, 2018, Cognex employed 2,124 persons, including 1,246 in sales, marketing, and service activities; 508 in research, development, and engineering; 179 in manufacturing and quality assurance; and 191 in information technology, finance, and administration. Of our 2,124 employees, 1,251 are based outside of the United States. We have not experienced any work stoppages due to labor disputes. 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.
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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.
Revenue from a single customer accounted for 15%, 20%, and 17% of total revenue in 2018, 2017, and 2016, respectively. Large customers 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, large customers may receive preferred pricing and a higher level of post-sale support, which may lower our gross margin percentage. Furthermore, we typically extend credit terms to large customers, resulting in large accounts receivable balances, and in certain instances due to long supplier lead times, we may purchase inventory in advance of receipt of a customer purchase order, which exposes us to an increased risk of excess or obsolete inventory and resulting charges. In some cases, end customers of our resellers may be large consumers of our products. 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.
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. If global economic conditions were to deteriorate, our revenue and our ability to generate operating profits could be materially adversely affected.
As a result of global economic conditions, 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, 2018, the Company had $798 million in cash and investments. 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 economic downturns. 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 2018, 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.
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Our inability to achieve growth in revenue and profits from our logistics business may negatively impact our operating results.
We are pursuing applications outside of the manufacturing sector to automate distribution processes in the logistics industry for applications in retail distribution and ecommerce to scan, track, and sort goods through distribution centers. Revenue from customers in the logistics industry grew over 50% in 2018, and our future growth plans are dependent upon continued growth in this industry. Our gross margin percentage in this industry is currently lower than our average gross margin percentage, as certain sales in this industry are for application-specific customer solutions that include deployment services. In addition, we are making significant investments in engineering and sales to further develop our logistics business. Over time, we expect our gross margin percentage in logistics to be more in line with our overall average. Failure to generate revenue in this industry in the amounts anticipated may have a material adverse impact on our revenue growth and operating results.
Economic, political, and other risks associated with international sales and operations could adversely affect our business and operating results.
In 2018, approximately 71% 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, we source components from suppliers located outside of the United States, including China, and utilize third-party contract manufacturers, primarily located in Indonesia, to assemble certain of our products. We intend to continue to expand our sales and operations outside of the United States and expand our presence in international emerging markets. 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, |
• | trade tariffs, |
• | transportation delays, |
• | employment regulations and local labor conditions, |
• | difficulties in staffing and managing foreign sales operations, |
• | instability in economic or political conditions, including potential adverse effects from Brexit, |
• | 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. Most recently, trade tariffs imposed by the United States on certain components imported from Chinese suppliers have resulted in higher costs for our products. To date, these cost increases have been immaterial to our total cost of goods sold and primarily relate to components sourced in China for new products that we build in the United States in their infancy before they are moved to our contract manufacturer in Indonesia; however, cost increases as a result of trade tariffs could become material in the future. Trade tariffs may also have an indirect impact on the economic climate in China, which in turn, may have an impact on the Company's revenue from customers based in China. Further escalations of trade conflicts between the United States and China, or other countries where Cognex has operations, may have a material adverse effect on our gross margin. In addition to recent trade tariffs, if U.S. export controls expand to place new restrictions on the exportation of our products or a subset of our products, including, without limitation, any applicable regulations promulgated by the U.S. Commerce Department’s Bureau of Industry and Security, such controls 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
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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.
Our foreign currency hedging program includes 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, which 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 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 and U.S. Dollar in Europe, the Yuan in Mainland China, the Yen in Japan, and the U.S. Dollar in other regions. We estimate that approximately 43% of our sales in 2018 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.
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 hacking, malicious software, 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 theft of our intellectual property, 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 or regulatory penalties, any of which could harm our business and operating results.
In mid-2018, we placed into service a new Enterprise Resource Planning (ERP) system, which is the management information system that integrates our manufacturing, order fulfillment, and financial activities. Disruptions with our management information systems may cause significant business disruption, including our ability to process orders, ship products, invoice customers, process payments, and otherwise run our business. Any disruption occurring with our ERP system, or any of our other management information systems, may have a material adverse effect 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.
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 and stock price volatility may cause periods of time during which option exercise prices might be less than the sales price of our common stock, which may lessen such options' retentive attributes. Accordingly, we may find it difficult to attract, retain, and motivate employees, and any such difficulties could materially adversely affect our business.
8
If we fail to effectively manage our growth, our business and operating results could suffer.
To help support our growth plans, our headcount increased from 1,771 employees as of December 31, 2017 to 2,124 employees as of December 31, 2018. Although this represents a net headcount increase of 353 persons, the number of new employees that we hired and trained was higher due to workforce attrition. In addition, we currently utilize a large number of third-party contractors to provide on-site technical support and installation services.
To support our growth and execute on our operating plans and strategic initiatives, we must effectively attract, train, develop, motivate, and retain skilled employees, while maintaining our unique corporate culture. We believe our strong corporate culture is critical to our ability to collaborate, innovate, execute, and adapt in a high-growth, fast-changing business environment. We may not be able to hire and train new employees and contractors quickly enough to meet our business needs. If we fail to quickly adapt our hiring and training plans to our business levels or effectively execute on our hiring plans, our efficiency and ability to meet our operating goals could suffer. Furthermore, employee productivity, morale, and retention could suffer, which may have a material adverse effect on our business and operating results.
Additionally, the growth and expansion of our business and product offerings place significant demand on our employees and, in particular, our management team. The growth of our business may require significant additional resources to meet these daily requirements, which may not scale in a cost-effective manner or may negatively impact our customers’ experience. Effective management information systems, including our new Enterprise Resource Planning (ERP) system, and strong internal controls are also necessary to support our growth. If we are unable to manage the growth of our organization and business effectively, our operating results may be materially and adversely affected.
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 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 sourced from a single vendor that is selected based on price and performance considerations. In the event of a supply disruption from a single-source vendor, these components may be purchased from alternative vendors, which may result in manufacturing delays based on the lead time of the new vendor. Certain key electronic and mechanical 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 inventory.
We are subject to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act that obligates 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 vendors. If we are unable to secure adequate supply from alternative vendors, 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.
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.
9
We may strategically enter into non-cancelable commitments with vendors to purchase materials for our products in advance of demand to take advantage of favorable pricing, address concerns about the availability of future supplies, or build safety stock to help ensure customer shipments are not delayed should we experience higher than anticipated demand for materials with long lead times. In 2018, inventories increased 23% from $67,923,000 as of December 31, 2017 to $83,282,000 as of December 31, 2018, primarily due to strategic purchases to build safety stock in advance of the Company's Enterprise Resource Planning (ERP) system implementation and to mitigate our exposure to significant increases in demand similar to what we experienced in 2017. These measures to purchase inventory may expose us to an increased risk of excess or obsolete inventory and resulting charges if actual demand is lower than anticipated. 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, particularly in connection with life sciences customers or other high-risk end-user industries, 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 inability 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 gross 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 China, 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. |
Our pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide us with any meaningful protection or any competitive advantage. Even if issued, existing or future patents may be challenged, narrowed, invalidated, or circumvented, which could limit our ability to stop competitors from developing and marketing similar products or limit the length of patent protection we may have for our products. Furthermore, other companies may design around technologies we have patented, licensed, or developed. Moreover, changes in patent laws or their interpretation in the United States and other countries could also diminish the value of our intellectual property or narrow the scope of our patent protection. In addition, the legal systems of certain countries do not favor the aggressive enforcement of patents, and the laws of foreign countries may not protect our rights to the same extent as the laws of the United States. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar to ours. 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, shareholders, 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 may be a party to actions that are 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 highly fragmented and competitive. Our competitors include other vendors of machine vision systems, controllers, and components; manufacturers of image processing systems, sensors, and components; and system integrators. We may also compete with internal engineering departments of current or prospective customers. Any of these competitors may have greater financial and other resources than we do. 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, |
• | difficulties or delays in integrating the personnel, operations, technologies, products and systems of acquired businesses, |
• | the failure to retain key customers or employees, and |
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• | 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.
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, 2018, our investment portfolio of debt securities totaled $689 million. 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, 2018, our portfolio of debt securities had a net unrealized loss of $1,932,000. Included in this net loss, were gross unrealized losses totaling $2,255,000, of which $1,445,000 were in a loss position for less than twelve months and $810,000 were in a loss position for greater than twelve months. As of December 31, 2018, 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 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, 2018, we had $113 million in acquired goodwill. The fair value of goodwill is susceptible to changes in the fair value of the reporting segment in which the goodwill resides, and therefore, a decline in our market capitalization or cash flows relative to our net book value may result in future impairment charges.
As of December 31, 2018, we had $10 million in acquired intangible assets, consisting primarily of acquired completed technologies and customer relationships. 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 may result in future impairment charges.
If we determine that any of these investments, goodwill, or intangible assets 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.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (Tax Act) was signed into law. The Tax Act included a decrease in the U.S. federal statutory corporate tax rate from 35% to 21%, a one-time transition tax, and limits on certain deductions. The Securities and Exchange Commission (SEC) released Staff Accounting Bulletin (SAB) No. 118 to provide guidance to companies on how to implement the accounting and disclosure changes required as a result of the Tax Act. The Company made what it considered to be a reasonable estimate of the impact of the Tax Act in its financial statements for the year ended December 31, 2017. In 2018, the Company revised its estimate of the impact of the Tax Act based on additional regulatory guidance.
The Company will continue to gather and analyze information on historical unrepatriated foreign earnings and to monitor state laws relating to this income to finalize both the federal and state tax impact. The Tax Act limits certain deductions and these limitations may impact the value of existing deferred tax assets. The Company will continue to review the impact of these limitations as regulatory guidance is issued.
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ITEM 1B: UNRESOLVED STAFF COMMENTS
None
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 and is occupied by employees primarily in research, development, and engineering, manufacturing and quality assurance, and administration functions. In 1997, Cognex completed construction of a 50,000 square-foot addition to this building.
In 1995, Cognex purchased an 83,000 square-foot office building adjacent to our corporate headquarters that is partially occupied by employees primarily in sales, marketing, service, finance, and information technology functions.
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. A portion of this facility serves as the distribution center for customers in the Americas. The remainder of this building is occupied by a tenant who has a lease agreement that expires in 2022.
In 2014, Cognex purchased a 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 customers outside of the Americas.
Cognex conducts certain of its operations in leased facilities. These lease agreements expire at various dates through 2025. Certain of these leases contain renewal options, retirement obligations, escalation clauses, rent holidays, and leasehold improvement incentives.
ITEM 3: LEGAL PROCEEDINGS
Various 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 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, 2018:
Name | Age | Title | ||
Robert J. Shillman | 72 | Chairman of the Board of Directors and Chief Culture Officer | ||
Robert J. Willett | 51 | President and Chief Executive Officer | ||
John J. Curran | 52 | Senior Vice President of Finance and Chief Financial Officer | ||
Sheila M. DiPalma | 52 | Senior Vice President of Employee Services | ||
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 and Mr. Willett have been employed by Cognex in their current positions for no less than the past five years.
Mr. Curran joined Cognex in 2016 after 21 years at EMC Corporation, a company that manages business involved in the transformation of information technology, where he most recently served as Senior Vice President and Corporate Controller. While at EMC, Mr. Curran also held leadership positions in corporate and international finance, and served as Interim CFO of Pivotal, Inc., a $200M subsidiary of EMC focusing on application and data infrastructure software, agile development services, and data science consulting. He holds a Bachelor of Science degree in Accounting and a Master of Business Administration from Babson College.
Ms. DiPalma joined Cognex in 1992 as Senior Reporting Accountant. She served for more than 20 years in a series of increasingly responsible roles in the finance function, including six years as Cognex Treasurer, before transitioning to Employee Services in 2016. Prior to joining Cognex, Ms. DiPalma was a member of the audit firm PricewaterhouseCoopers. She holds a Bachelor of Science degree in Accounting from Boston College, a Master of Science degree in Taxation from Bentley College, and is a Certified Public Accountant.
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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 January 27, 2019, 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 February 2018, the Company's Board of Directors authorized the repurchase of $150,000,000 of the Company's common stock. During the fourth quarter of 2018, the Company repurchased 1,227,000 shares at a cost of $52,938,000 under this program. Stock repurchases under this February 2018 program are now complete. In October 2018, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock. As of December 31, 2018, the Company repurchased 203,000 shares at a cost of $8,622,000 under this program, leaving a remaining balance of $191,378,000. The Company may repurchase shares under this program in future periods depending upon 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 fourth quarter of 2018:
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 | ||||||||||
October 1 - October 28, 2018 | — | $ | — | — | $ | 252,938,000 | |||||||
October 29 - November 25, 2018 | 937,000 | 43.62 | 937,000 | 212,064,000 | |||||||||
November 26 - December 31, 2018 | 493,403 | 41.92 | 493,403 | 191,378,000 | |||||||||
Total | 1,430,403 | $ | 43.04 | 1,430,403 | $ | 191,378,000 | |||||||
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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 12/31/2013 in stock or index, including reinvestment of dividends. Fiscal year ended December 31. | |||||||||||||||||
12/13 | 12/14 | 12/15 | 12/16 | 12/17 | 12/18 | ||||||||||||
Cognex Corporation | 100.00 | 108.25 | 88.92 | 168.58 | 325.21 | 206.41 | |||||||||||
NASDAQ Composite | 100.00 | 114.62 | 122.81 | 133.19 | 172.11 | 165.84 | |||||||||||
NASDAQ Stocks | 100.00 | 127.06 | 127.05 | 131.44 | 195.46 | 183.84 | |||||||||||
(SIC 3820-3829 U.S. Companies) Lab Apparatus & Analyt,Opt, Measuring, and Controlling Instrument | |||||||||||||||||
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ITEM 6: SELECTED FINANCIAL DATA
Year Ended December 31, | |||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||||
Statement of Operations Data: | |||||||||||||||||||
Revenue | $ | 806,338 | $ | 766,083 | $ | 529,515 | $ | 470,991 | $ | 461,006 | |||||||||
Cost of revenue (1) | 206,052 | 187,289 | 131,070 | 123,085 | 120,992 | ||||||||||||||
Gross margin | 600,286 | 578,794 | 398,445 | 347,906 | 340,014 | ||||||||||||||
Research, development, and engineering expenses (1) | 116,445 | 99,205 | 78,269 | 69,791 | 55,831 | ||||||||||||||
Selling, general, and administrative expenses (1) | 262,699 | 220,728 | 166,110 | 156,674 | 148,699 | ||||||||||||||
Operating income | 221,142 | 258,861 | 154,066 | 121,441 | 135,484 | ||||||||||||||
Non-operating income | 13,432 | 7,603 | 8,011 | 5,441 | 3,904 | ||||||||||||||
Income from continuing operations before income tax expense | 234,574 | 266,464 | 162,077 | 126,882 | 139,388 | ||||||||||||||
Income tax expense on continuing operations | 15,307 | 89,752 | 18,128 | 19,288 | 21,869 | ||||||||||||||
Net income from continuing operations | 219,267 | 176,712 | 143,949 | 107,594 | 117,519 | ||||||||||||||
Net income (loss) from discontinued operations (1) | — | — | (255 | ) | 79,410 | 10,644 | |||||||||||||
Net income | $ | 219,267 | $ | 176,712 | $ | 143,694 | $ | 187,004 | $ | 128,163 | |||||||||
Basic earnings per weighted-average common and common-equivalent share (2): | |||||||||||||||||||
Net income from continuing operations | $ | 1.27 | $ | 1.02 | $ | 0.84 | $ | 0.62 | $ | 0.68 | |||||||||
Net income (loss) from discontinued operations | $ | — | $ | — | $ | — | $ | 0.46 | $ | 0.06 | |||||||||
Net income | $ | 1.27 | $ | 1.02 | $ | 0.84 | $ | 1.08 | $ | 0.74 | |||||||||
Diluted earnings per weighted-average common and common-equivalent share (2): | |||||||||||||||||||
Net income from continuing operations | $ | 1.24 | $ | 0.98 | $ | 0.83 | $ | 0.61 | $ | 0.66 | |||||||||
Net income (loss) from discontinued operations | $ | — | $ | — | $ | — | $ | 0.45 | $ | 0.06 | |||||||||
Net income | $ | 1.24 | $ | 0.98 | $ | 0.83 | $ | 1.06 | $ | 0.72 | |||||||||
Weighted-average common and common-equivalent shares outstanding (2): | |||||||||||||||||||
Basic | 172,333 | 173,287 | 170,676 | 172,592 | 173,716 | ||||||||||||||
Diluted | 177,406 | 179,551 | 174,144 | 175,982 | 178,142 | ||||||||||||||
Cash dividends per common share (2) | $ | 0.1850 | $ | 0.1675 | $ | 0.1475 | $ | 0.1050 | $ | — | |||||||||
(1) Amounts include stock-based compensation expense, as follows: | |||||||||||||||||||
Cost of revenue | $ | 2,447 | $ | 1,881 | $ | 1,052 | $ | 1,515 | $ | 1,116 | |||||||||
Research, development, and engineering | 14,578 | 11,022 | 6,271 | 5,194 | 3,709 | ||||||||||||||
Selling, general, and administrative | 24,065 | 19,039 | 13,235 | 13,032 | 9,234 | ||||||||||||||
Discontinued operations | — | — | — | 1,533 | 1,099 | ||||||||||||||
Total stock-based compensation expense | $ | 41,090 | $ | 31,942 | $ | 20,558 | $ | 21,274 | $ | 15,158 | |||||||||
(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 2017. | |||||||||||||||||||
December 31, | |||||||||||||||||||
2018 | 2017 | 2016 | 2015 | 2014 | |||||||||||||||
(In thousands) | |||||||||||||||||||
Balance Sheet Data: | |||||||||||||||||||
Working capital | $ | 688,969 | $ | 517,356 | $ | 461,357 | $ | 397,470 | $ | 188,986 | |||||||||
Total assets | 1,289,667 | 1,287,753 | 1,038,361 | 877,421 | 821,399 | ||||||||||||||
Shareholders’ equity | 1,135,263 | 1,095,673 | 963,385 | 832,331 | 743,171 | ||||||||||||||
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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 and timing of related revenue, expected areas of growth, emerging markets, future product mix, research and development activities, investments, strategic plans, dividends, stock repurchases, and tax matters, involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include: (1) the loss of a large customer; (2) current and future conditions in the global economy, including the imposition of tariffs or export controls; (3) the reliance on revenue from the consumer electronics or automotive industries; (4) the inability to penetrate new markets; (5) the inability to achieve significant international revenue; (6) fluctuations in foreign currency exchange rates and the use of derivative instruments; (7) information security breaches or business system disruptions; (8) the inability to attract and retain skilled employees; (9) the failure to effectively manage our growth; (10) the reliance upon key suppliers to manufacture and deliver critical components for our products; (11) the failure to effectively manage product transitions or accurately forecast customer demand; (12) the inability to design and manufacture high-quality products; (13) the technological obsolescence of current products and the inability to develop new products; (14) the failure to properly manage the distribution of products and services; (15) the inability to protect our proprietary technology and intellectual property; (16) our involvement in time-consuming and costly litigation; (17) the impact of competitive pressures; (18) the challenges in integrating and achieving expected results from acquired businesses; (19) potential impairment charges with respect to our investments or for acquired intangible assets or goodwill; and (20) exposure to additional tax liabilities. The foregoing list should not be construed as exhaustive and we encourage readers to refer to the detailed discussion of risk factors included in Part I - Item 1A of 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. In addition to product revenue derived from the sale of machine vision products, the Company also generates revenue by providing maintenance and support, consulting, and training services to its customers; however, service revenue accounted for less than 10% of total revenue for all periods presented.
Cognex machine vision is primarily used to automate manufacturing and distribution processes in a variety of industries, where the technology is widely recognized as an important component of automated production and quality assurance. Virtually every manufacturer can achieve better quality and manufacturing efficiency by using machine vision, and therefore, Cognex products are used by a broad base of customers across a variety of industries, including consumer electronics, automotive, consumer products, food and beverage, pharmaceuticals, and medical devices. Cognex products are also used outside of the manufacturing sector to automate distribution processes in the logistics industry for applications in retail distribution and ecommerce to scan, track, and sort goods through distribution centers.
On January 1, 2018, the Company adopted Accounting Standards Codification (ASC) 606, "Revenue from Contracts with Customers," using the full retrospective method to present all periods reported on a consistent basis. Accordingly, prior period revenue, cost of revenue, and gross profit have been restated to apply the provisions of this ASC.
Revenue for the year ended December 31, 2018 totaled $806,338,000, representing an increase of 5% over 2017. Lower revenue from customers in the consumer electronics industry was offset by higher revenue across a variety of other industries, including the logistics and automotive industries. Gross margin was 74.4% of revenue in 2018 compared to 75.6% of revenue in 2017 due primarily to a higher percentage of total revenue from the logistics industry, which currently has relatively lower gross margins. Operating expenses increased by 19% over 2017 due principally to the impact of headcount additions to support our future growth plans. Operating income decreased to 27% of revenue in 2018 from 34% of revenue in 2017, however net income increased to 27% of revenue in 2018 from 23% of revenue in 2017 due to a significantly lower effective tax rate. Income tax expense in 2017 included a one-time tra
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nsition tax on unrepatriated foreign earnings under the Tax Cuts and Jobs Act signed into law on December 22, 2017. Net income per diluted share increased to $1.24 in 2018 from $0.98 in 2017.
The following table sets forth certain consolidated financial data for continuing operations as a percentage of revenue:
Year Ended December 31, | ||||||||
2018 | 2017 | 2016 | ||||||
Revenue | 100 | % | 100 | % | 100 | % | ||
Cost of revenue | 26 | 24 | 25 | |||||
Gross margin | 74 | 76 | 75 | |||||
Research, development, and engineering expenses | 14 | 13 | 15 | |||||
Selling, general, and administrative expenses | 33 | 29 | 31 | |||||
Operating income | 27 | 34 | 29 | |||||
Non-operating income | 2 | 1 | 2 | |||||
Income from continuing operations before income tax expense | 29 | 35 | 31 | |||||
Income tax expense on continuing operations | 2 | 12 | 4 | |||||
Net income from continuing operations | 27 | % | 23 | % | 27 | % | ||
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 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, 2018 Compared to Year Ended December 31, 2017
Revenue
Revenue for the year ended December 31, 2018 was $806,338,000 compared to $766,083,000 for the prior year, representing an increase of $40,255,000, or 5%. Revenue in 2018 was impacted by lower sales in the consumer electronics industry primarily due to significantly lower revenue from a few large customers in OLED (organic light-emitting diode) display and smartphone manufacturing following a high level of investment from these customers in 2017. Excluding sales to customers in the consumer electronics industry, revenue increased by approximately 18% from the prior year, driven by growth in the logistics industry of over 50%. Changes in foreign currency exchange rates accounted for approximately 2% of the revenue increase from 2017 to 2018, primarily related to the translation of Euro-denominated and Chinese Yuan-denominated revenue to U.S. Dollars.
Revenue from customers based in the Americas increased by 25% from the prior year driven by strong sales in the logistics industry. Revenue from customers based in Greater China increased by 16% from 2017, although this business was relatively flat in the fourth quarter of 2018 over the fourth quarter of 2017. Revenue from customers based in Europe decreased by 6% and revenue from customers based in other Asia regions decreased by 8% from the prior year. Revenue for both the Europe and Asia regions outside of Greater China was impacted by the lower sales in the consumer electronics industry noted above.
As of the date of this report, we expect revenue for the first quarter of 2019 to be lower than the fourth quarter of 2018. In addition to the sequential decrease in revenue we typically experience in the first quarter as many manufacturing customers spend their capital budgets by the calendar year end, we are experiencing slower order trends in the automotive industry in the Americas and lower demand from customers based in Greater China.
Gross Margin
Gross margin as a percentage of revenue was 74.4% in 2018 compared to 75.6% in 2017. The decrease in gross margin was due primarily to a higher percentage of total revenue from the logistics industry. Certain sales in this industry are for application-specific customer solutions, which typically have lower gross margins due to deployment services. Unfavorable product mix for sales in the logistics industry also contributed to the lower gross margin percentage.
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The Company's gross margin percentage has ranged in the mid 70s for the past several years. As of the date of this report, we expect the gross margin percentage for the first quarter of 2019 to continue to be within this historical range, but toward the lower end of this range due to anticipated unfavorable product mix toward sales in the logistics industry.
Operating Expenses
Research, Development, and Engineering Expenses
Research, development, and engineering (RD&E) expenses in 2018 increased by $17,240,000, or 17%, from the prior year as detailed in the table below (in thousands).
RD&E expenses in 2017 | $ | 99,205 | |
Personnel-related costs | 10,173 | ||
Stock-based compensation expense | 3,493 | ||
Other | 3,574 | ||
RD&E expenses in 2018 | $ | 116,445 | |
RD&E expenses increased due to higher personnel-related costs resulting primarily from headcount additions to support new product initiatives. Stock-based compensation expense was higher than the prior year due to a higher valuation of stock options granted, as well as a decrease in the estimated forfeiture rate in 2018.
RD&E expenses as a percentage of revenue were 14% in 2018 compared to 13% in 2017. We believe that a continued commitment to RD&E activities is essential in order to maintain or achieve a leadership position for our existing products and to provide innovative new product offerings, as well as to provide engineering support for strategic customers. 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, and we target our annual RD&E spending to be between 10% and 15% of revenue. This percentage is impacted by revenue levels and investing cycles.
Selling, General, and Administrative Expenses
Selling, general, and administrative (SG&A) expenses in 2018 increased by $41,971,000, or 19%, from the prior year as detailed in the table below (in thousands).
SG&A expenses in 2017 | $ | 220,728 | |
Personnel-related costs | 36,569 | ||
Stock-based compensation expense | 4,912 | ||
Depreciation expense | 3,744 | ||
Incentive compensation plans | (7,967 | ) | |
Other | 4,713 | ||
SG&A expenses in 2018 | $ | 262,699 | |
SG&A expenses increased due to higher personnel-related costs resulting primarily from headcount additions, principally sales personnel. In addition to salaries and fringe benefits, these personnel-related costs included sales commissions and travel expenses related to the additional headcount. Stock-based compensation expense was higher than the prior year due to a higher valuation of stock options granted, as well as a decrease in the estimated forfeiture rate in 2018. Depreciation expense increased from the prior year due primarily to information technology investments in infrastructure, security, and business applications, including a new Enterprise Resource Planning (ERP) system that was placed into service in the middle of 2018. Offsetting these increases were lower expenses related to incentive compensation plans, including company bonuses and sales commissions, resulting from lower levels of achievement on performance plans that were set at the beginning of the year.
Non-operating Income (Expense)
The Company recorded foreign currency losses of $1,064,000 in 2018 and $1,601,000 in 2017. The foreign currency gains and losses result primarily from the revaluation and settlement of accounts receivable, accounts payable, and intercompany balances that are reported in one currency and collected or paid in another.
Investment income increased by $5,173,000, or 54%, from the prior year. The increase was primarily due to higher yields on the Company's portfolio of debt securities.
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The Company recorded other expense of $219,000 in 2018 and $338,000 in 2017. Other income (expense) includes fair value adjustments of contingent consideration liabilities arising from business acquisitions, as well as rental income, net of associated expenses, from leasing space in buildings adjacent to the Company’s corporate headquarters.
Income Tax Expense
The Company’s effective tax rate was 7% of the Company’s pre-tax income in 2018 compared to 34% in 2017.
The Tax Act
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (Tax Act) was signed into law. The Tax Act resulted in a decrease in the U.S. federal statutory corporate tax rate from 35% to 21%. As a result of the reduction in anticipated tax rate, the Company remeasured its deferred tax positions as of December 31, 2017 at the new enacted tax rate, and accordingly, recorded tax expense of $12,523,000 in 2017 from the associated write-down of its deferred tax assets. In 2018, the Company recorded an increase in tax expense of $3,240,000 from the write-down of its deferred tax assets primarily relating to guidance under the Tax Act regarding stock-based compensation.
The Tax Act subjects unrepatriated foreign earnings to a one-time transition tax, regardless of the Company's financial statement assertion related to indefinite reinvestment or whether the Company ultimately repatriates any of the foreign earnings, for which the Company recorded estimated tax expense of $101,379,000 in 2017. In 2018, the Company revised its estimate of the one-time transition tax and recorded a decrease in tax expense of $11,028,000, which resulted in a revised estimate for the one-time transition tax of $90,351,000 payable over eight years.
The Tax Act replaces the current system of taxing U.S. corporations on repatriated foreign earnings with a partial territorial system that provides a 100% dividends-received deduction to domestic corporations for foreign-source dividends received from 10% or more owned foreign corporations. The Company recorded a decrease in tax expense of $3,843,000 in 2017 from the reversal of the tax effect of a 2016 dividend paid in 2017 from a wholly-owned foreign subsidiary to its domestic entity.
The Company will continue to gather and analyze information on historical unrepatriated foreign earnings and monitor state laws relating to this income to finalize both the federal and state tax impact. The Tax Act limits certain deductions and these limitations may impact the value of existing deferred tax assets. The Company will continue to review the impact of these limitations as regulatory guidance is issued.
Other Discrete Tax Items
The effective tax rate also included a decrease in tax expense of $8,488,000 in 2018, $38,569,000 in 2017, and $11,889,000 in 2016 from the excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises. The Company cannot predict the level of stock option exercises by employees in future periods.
In 2018, tax expense included a provision for state income taxes of $620,000 from a change in management's financial statement assertion related to the indefinite reinvestment of foreign earnings. Management has determined that earnings from its legal entity in China will remain indefinitely reinvested to provide sufficient local funding for growth, and that earnings from all other jurisdictions will not be indefinitely reinvested resulting in the additional state income tax provision.
Other discrete tax events resulted in a net decrease in tax expense of $2,467,000 in 2018 and a net decrease in tax expense of $2,502,000 in 2017, consisting primarily of i) the final true-up of the prior year's tax accrual upon filing the related tax returns and ii) the expiration of the statutes of limitations for certain reserves for income tax uncertainties.
Excluding the impact of these discrete tax events, the Company's effective tax rate was 14% in 2018.
The Company is tax resident in numerous jurisdictions around the world and has identified its major tax jurisdictions as the United States, Ireland, and China. The statutory tax rate is 12.5% in Ireland and 25% in China, compared to the U.S. federal statutory corporate tax rate of 21%. International rights to certain of the Company’s intellectual property are held by a subsidiary whose legal jurisdiction does not tax this income, resulting in a foreign effective tax rate lower than the above mentioned statutory rates.
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Revenue
Revenue for the year ended December 31, 2017 increased by $236,568,000, or 45%, from the prior year. Changes in foreign currency exchange rates did not have a material impact on revenue. Revenue increased by 32% in the Americas, 43% in Europe, and 63% in Asia due to a higher volume of machine vision products sold in all regions. Although the increase in revenue came from a variety of industries, strong sales in the logistics industry was a large
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contributor to the growth in the Americas and strong sales in the consumer electronics industry was a large contributor to the growth in Europe and Asia.
Gross Margin
Gross margin as a percentage of revenue was 75.6% in 2017 compared to 75.2% in 2016. The increase in gross margin was due to the favorable impact of material cost reductions and volume purchasing, as well as manufacturing efficiencies achieved from a higher revenue level as fixed manufacturing costs were spread over a larger revenue base. These decreases were partially offset by higher revenue from a material customer in the consumer electronics industry under a preferred pricing arrangement, and to a lesser extent, an increased level of projects in the logistics industry that require installation services with lower margins.
Operating Expenses
Research, Development, and Engineering Expenses
Research, development, and engineering (RD&E) expenses in 2017 increased by $20,936,000, or 27%, from the prior year as detailed in the table below (in thousands).
RD&E expenses in 2016 | $ | 78,269 | |
Personnel-related costs | 9,234 | ||
Stock-based compensation expense | 4,725 | ||
Outsourced engineering costs | 1,275 | ||
Other | 5,702 | ||
RD&E expenses in 2017 | $ | 99,205 | |
RD&E expenses increased due to higher personnel-related costs resulting primarily from headcount additions, which included engineering talent from six business acquisitions completed since August 2016. The Company also incurred higher spending on outsourced engineering to support new product initiatives. Stock-based compensation expense was higher than the prior year due to a higher valuation of stock options granted early in 2017.
Selling, General, and Administrative Expenses
Selling, general, and administrative (SG&A) expenses in 2017 increased by $54,618,000, or 33%, from the prior year as detailed in the table below (in thousands).
SG&A expenses in 2016 | $ | 166,110 | |
Personnel-related costs | 17,387 | ||
Incentive compensation plans | 10,513 | ||
Stock-based compensation expense | 5,752 | ||
Travel expenses | 5,654 | ||
ERP outside services | 3,684 | ||
Sales demonstration equipment | 2,985 | ||
Recruiting costs | 2,421 | ||
Other | 6,222 | ||
SG&A expenses in 2017 | $ | 220,728 | |
SG&A expenses increased due to higher personnel-related and recruiting costs resulting from headcount additions, principally sales personnel. In addition, higher incentive compensation plan expenses, including sales commission and Company bonus plans, were recorded in 2017 as a result of the additional headcount and higher achievement levels based upon the Company's performance. Travel expenses and sales demonstration equipment costs were also higher in 2017 due to additional sales personnel and the higher business level. Stock-based compensation expense was higher than the prior year due to a higher valuation of stock options granted early in 2017.
In 2017, the Company incurred costs for outside services related to the preliminary project and application development stages for a new Enterprise Resource Planning (ERP) system, which is the management information system that integrates the Company's manufacturing, order fulfillment, and financial activities.
Non-operating Income (Expense)
The Company recorded foreign currency losses of $1,601,000 in 2017 and foreign currency gains of $101,000 in 2016. The foreign currency losses in 2017 resulted primarily from the revaluation and settlement of accounts receivable denominated in U.S. Dollars recorded on the books of the Company's Irish subsidiary, for which the functional currency
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is the Euro. During the period of time that these receivables were outstanding, the U.S. Dollar weakened versus the Euro resulting in foreign currency losses.
Investment income increased by $2,503,000, or 36%, from the prior year. The increase was due to higher yields, as well as additional funds available for investment on the Company's portfolio of debt securities.
The Company recorded other expense of $338,000 in 2017 and other income of $871,000 in 2016. Other income (expense) included a benefit of $28,000 in 2017 and a benefit of $463,000 in 2016 resulting from the revaluation of contingent consideration liabilities arising from business acquisitions. In addition, the Company received a foreign government subsidy in the amount of $422,000 that was recorded in other income in 2016. Other income (expense) also included rental income, net of associated expenses, from leasing space in buildings adjacent to the Company’s corporate headquarters. Fewer tenants occupied this space in 2017, resulting in lower non-operating rental income.
Income Tax Expense
The Company’s effective tax rate was 34% of the Company’s pre-tax income in 2017 compared to 11% in 2016.
On December 22, 2017, the United States Congress passed and the President signed into law the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). The Tax Act includes a number of changes that impact the Company's deferred tax positions, with the primary impact resulting from a decrease in the U.S. federal statutory corporate tax rate from 35% to 21%. The Company remeasured its deferred tax positions as of December 31, 2017 at the new enacted tax rate, and accordingly, recorded tax expense of $12,523,000 from the write-down of deferred tax assets in 2017.
In addition, the Tax Act subjects unrepatriated foreign earnings to a one-time transition tax, regardless of the Company's financial statement assertion related to indefinite reinvestment or whether the Company ultimately repatriates any of the foreign earnings, for which the Company recorded estimated tax expense of $101,379,000 in 2017.
Furthermore, the Tax Act replaces the current system of taxing U.S. corporations on repatriated foreign earnings with a partial territorial system that provides a 100% dividends-received deduction to domestic corporations for foreign-source dividends received from 10% or more owned foreign corporations. The Company recorded a decrease in tax expense of $3,843,000 in 2017 from the reversal of the tax effect of a 2016 dividend paid in 2017 from a wholly-owned foreign subsidiary to its domestic entity.
In addition to the 2017 impact of the Tax Act, the effective tax rate included a decrease in tax expense of $38,569,000 in 2017 and $11,889,000 in 2016 from the excess tax benefit arising from the difference between the deduction for tax purposes and the compensation cost recognized for financial reporting purposes from stock option exercises. The Company cannot predict the level of stock option exercises by employees in future periods.
Remaining discrete tax events resulted in a decrease in tax expense of $2,502,000 in 2017, consisting primarily of the final true-up of the prior year's tax accrual upon filing the actual tax returns and the expiration of the statutes of limitations for certain reserves for income tax uncertainties, and an increase in tax expense of $475,000 in 2016.
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 $797,599,000 as of December 31, 2018. The Company has established guidelines relative to credit ratings, diversification, and maturities of its investments that maintain liquidity.
The Company’s cash requirements in 2018 were primarily met with positive cash flows from operations. Cash requirements consisted of operating activities, the repurchase of common stock, the payment of dividends, and capital expenditures. Capital expenditures in 2018 totaled $37,095,000 and consisted primarily of computer hardware and software, manufacturing test equipment related to new product introductions, and improvements made to the Company’s headquarters building in Natick, Massachusetts. In the third quarter of 2018, the Company placed into service a new Enterprise Resource Planning (ERP) system totaling $10,000,000 that is being depreciated over a ten year estimate useful life.
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The following table summarizes the Company’s material contractual obligations, both fixed and contingent (in thousands):
Year Ended December 31, | Inventory Purchase Commitments | Leases | Total | ||||||||
2019 | $ | 11,097 | $ | 7,086 | $ | 18,183 | |||||
2020 | — | 5,227 | 5,227 | ||||||||
2021 | — | 4,109 | 4,109 | ||||||||
2022 | — | 2,918 | 2,918 | ||||||||
2023 | — | 2,209 | 2,209 | ||||||||
Thereafter | — | 1,198 | 1,198 | ||||||||
$ | 11,097 | $ | 22,747 | $ | 33,844 | ||||||
In addition to the obligations described above, the following items may also result in future material uses of cash:
Stock Repurchases
In April 2017, the Company's Board of Directors authorized the repurchase of $100,000,000 of the Company's common stock. The Company repurchased 1,744,000 shares at a cost of $100,000,000 under this program, including 803,000 shares at a cost of $45,200,000 in the first quarter of 2018. In February 2018, the Company's Board of Directors authorized the repurchase of $150,000,000 of the Company's common stock. The Company repurchased 3,174,000 shares at a cost of $150,000,000 under this program. In October 2018, the Company's Board of Directors authorized the repurchase of $200,000,000 of the Company's common stock. As of December 31, 2018, the Company repurchased 203,000 shares at a cost of $8,622,000 under this program, leaving a remaining balance of $191,378,000. Total stock repurchases in 2018 amounted to $203,822,000. 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.
Dividends
The Company’s Board of Directors declared and paid cash dividends of $0.045 per share in the first, second, and third quarters of 2018. The dividend was increased to $0.050 in the fourth quarter of 2018. Total dividends in 2018 amounted to $31,865,000. 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.
Acquisitions
The Company’s business strategy includes selective expansion into new machine vision markets and applications through the acquisition of businesses and technologies. Certain of the Company's business acquisitions have contractual obligations for deferred cash payments, contingent cash payments tied to performance, and special incentive cash payments tied to employment, none of which are material individually or in the aggregate to the Company's cash flows.
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, 2018, the Company had $797,599,000 in cash and investments. 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, 2018, the Company has no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
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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 included in this Annual Report on Form 10-K, 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 recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, “Revenue from Contracts with Customers.” The core principle of ASC 606 is to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The framework in support of this core principle includes: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the performance obligations are satisfied.
Identifying the Contract with the Customer
The Company identifies contracts with customers as agreements that create enforceable rights and obligations, which typically take the form of customer contracts or purchase orders.
Identifying the Performance Obligations in the Contract
The Company identifies performance obligations as promises in contracts to transfer distinct goods or services. Standard products and services that the Company regularly sells separately are accounted for as distinct performance obligations. Application-specific customer solutions that are comprised of a combination of products and services are accounted for as one performance obligation to deliver a total solution to the customer. On-site support services that are provided to the customer after the solution is deployed are accounted for as a separate performance obligation. These solutions are provided to customers in a variety of industries, including the consumer electronics, logistics, and automotive industries.
Shipping and handling activities for which the Company is responsible under the terms and conditions of the sale are not accounted for as performance obligations but as fulfillment costs. These activities are required to fulfill the Company’s promise to transfer the goods and are expensed when revenue is recognized.
The Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract. If revenue is recognized before immaterial promises have been completed, then the costs related to such immaterial promises are accrued at the time of sale.
Determining the Transaction Price
The Company determines the transaction price as the amount of consideration it expects to receive in exchange for transferring promised goods or services to the customer. Amounts collected from customers for sales taxes are excluded from the transaction price.
If a contract includes a variable amount, such as a rebate, then the Company estimates the transaction price using either the expected value or the most likely amount of consideration to be received, depending upon the specific facts and circumstances. The Company includes estimated variable consideration in the transaction price only to the extent it is probable that a significant reversal of revenue will not occur when the uncertainty is resolved. The Company updates its estimate of variable consideration at the end of each reporting period to reflect changes in facts and circumstances.
Allocating the Transaction Price to the Performance Obligations
The Company allocates the transaction price to each performance obligation at contract inception based on a relative stand-alone selling price basis, or the price at which the Company would sell the good or service separately to similar customers in similar circumstances.
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Recognizing Revenue When (or As) the Performance Obligations are Satisfied
The Company recognizes revenue when it transfers the promised goods or services to the customer. Revenue for standard products is recognized at the point in time when the customer obtains control of the goods, which is typically upon delivery when the customer has legal title, physical possession, the risks and rewards of ownership, and an enforceable obligation to pay for the products. Revenue for services, which are not material, is typically recognized over the time the service is provided.
Revenue for application-specific customer solutions is recognized at the point in time when the solution is validated, which is the point in time when the Company can objectively determine that the agreed-upon specifications in the contract have been met and the customer will accept the performance obligations in the arrangement. Although the customer may have taken legal title and physical possession of the goods when they arrived at the customer’s designated site, the significant risks and rewards of ownership transfer to the customer only upon validation. Revenue for on-site support services related to these solutions is recognized over the time the service is provided.
In certain instances, an arrangement may include customer-specified acceptance provisions or performance guarantees that allow the customer to accept or reject delivered products that do not meet the customer’s specifications. If the Company can objectively determine that control of a good or service has been transferred to the customer in accordance with the agreed-upon specifications in the contract, then customer acceptance is a formality. If acceptance provisions are presumed to be substantive, then revenue is deferred until customer acceptance.
For the Company’s standard products and services, revenue recognition and billing typically occur at the same time. For application-specific customer solutions, however, the agreement with the customer may provide for billing terms which differ from revenue recognition criteria, resulting in either deferred revenue or unbilled revenue. Credit assessments are performed to determine payment terms, which vary by region, industry, and customer. Prepayment terms result in contract liabilities for customer deposits. When credit is granted to customers, payment is typically due 30 to 90 days from billing. The Company's contracts have an original expected duration of less than one year, and therefore as a practical expedient, the Company has elected to ignore the impact of the time value of money on a contract and to expense sales commissions. The Company recognizes an asset for costs to fulfill a contract if the costs relate directly to the contract and to future performance, and the costs are expected to be recovered.
Management exercises judgment when determining the amount of revenue to be recognized each period. Such judgments include, but are not limited to, assessing the customer’s ability and intention to pay substantially all of the contract consideration when due, determining when two or more contracts should be combined and accounted for as a single contract, determining whether a contract modification has occurred, assessing whether promises are immaterial in the context of the contract, determining whether material promises in a contract represent distinct performance obligations, estimating the transaction price for a contract that contains variable consideration, determining the stand-alone selling price of each performance obligation, determining whether control is transferred over time or at a point in time for performance obligations, and assessing whether formal customer acceptance provisions are substantive.
Investments
As of December 31, 2018, the Company’s investment portfolio of debt securities totaled $689,387,000. 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, 2018, the Company’s portfolio of debt securities had a net unrealized loss of $1,932,000. Included in this net loss were gross unrealized losses totaling $2,255,000, of which $1,445,000 were in a loss position for less than twelve months and $810,000 were in a loss position for greater than twelve months.
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 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
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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 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 in nature, including 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 2018, 2017, or 2016.
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, 2018, the Company’s reserve against accounts receivable was $1,646,000, or 1% of the gross accounts receivable balance. A 10% difference in the reserve against accounts receivable as of December 31, 2018 would have affected net income by approximately $141,000.
Inventories
Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less readily predictable costs of completion, disposal, and transportation. 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 to take advantage of favorable pricing or address concerns about the availability of future supplies and long lead times. As of December 31, 2018, the Company’s reserve for excess and obsolete inventory totaled $4,684,000, or 5% of the gross inventory balance. A 10% difference in inventory reserves as of December 31, 2018 would have affected net income by approximately $402,000.
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. In 2017, the Company determined that the carrying value of the customer relationship
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s arising from the AQSense acquisition was impaired and reduced this value to zero, resulting in an impairment charge of $469,000. The Company did not record an impairment charge related to long-lived assets in 2018 or 2016. 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.
Internal-use Software
The accounting treatment for computer software developed for internal use depends upon the nature of activities performed at each stage of development. The preliminary project stage includes conceptual formulation of design alternatives, determination of system requirements, vendor demonstrations, and final selection of vendors, and during this stage costs are expensed as incurred. The application development stage includes software configuration, coding, hardware installation, and testing. During this stage, certain costs are capitalized, including external direct costs of materials and services, as well as payroll and payroll-related costs for employees who are directly associated with the project, while certain costs are expensed as incurred, including training and data conversion costs. The post-implementation stage includes support and maintenance, and during this stage costs are expensed as incurred. Capitalization begins when both the preliminary project stage is completed and management commits to funding the project. Capitalization ceases at the point the project is substantially complete and ready for its intended use, that is, after all substantial testing is completed. The application of these rules requires the use of judgment to determine when the project has reached the next stage of development, which costs are directly associated with the project, and when the asset is ready for its intended use.
Goodwill
Management evaluates the potential impairment of goodwill annually each fourth quarter and whenever events or circumstances indicate the carrying value may not be recoverable. Impairment of goodwill is the condition that exists when the carrying amount of a reporting unit exceeds its fair value. The Company currently operates under one reporting unit which is the level at which the goodwill impairment analysis is performed. 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 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 perform a quantitative impairment test. Under this quantitative analysis, the Company 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, the Company recognizes an impairment charge. The Company estimates the fair value of its reporting unit 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, changes in the composition or carrying amount of net assets, and market capitalization. Based on the qualitative assessment, management does not believe that it is more likely than not that the carrying value of its reporting unit exceeds its fair value. No impairment losses were recorded in 2018, 2017, or 2016.
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, 2018, the Company’s accrued warranty obligations amounted to $4,743,000. A 10% difference in accrued warranty obligations as of December 31, 2018 would have affected net income by approximately $407,000.
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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 the determination as to whether a loss contingency arising from litigation should be recorded or disclosed. This analysis is performed each reporting period 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, 2018.
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-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 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.
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.
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.
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.
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On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (Tax Act) was signed into law. The Tax Act resulted in a decrease in the U.S. federal statutory corporate tax rate from 35% to 21%. As a result of the reduction in anticipated tax rate, the Company remeasured its deferred tax positions as of December 31, 2017 at the new enacted tax rate, and accordingly, recorded tax expense of $12,523,000 in 2017 from the associated write-down of its deferred tax assets. In 2018, the Company recorded an increase in tax expense of $3,240,000 from the write-down of its deferred tax assets primarily relating to guidance under the Tax Act regarding stock-based compensation.
The Tax Act subjects unrepatriated foreign earnings to a one-time transition tax, regardless of the Company's financial statement assertion related to indefinite reinvestment or whether the Company ultimately repatriates any of the foreign earnings, for which the Company recorded estimated tax expense of $101,379,000 in 2017. In 2018, the Company revised its estimate of the one-time transition tax and recorded a decrease in tax expense of $11,028,000, which resulted in revised estimate for the one-time transition tax of $90,351,000 payable over eight years.
The Company will continue to gather and analyze information on historical unrepatriated foreign earnings and monitor state laws relating to this income to finalize both the federal and state tax impact. The Tax Act limits certain deductions and these limitations may impact the value of existing deferred tax assets. The Company will continue to review the impact of these limitations as regulatory guidance is issued.
Business Combinations
Business combinations are accounted for under the acquisition method of accounting. Determining what constitutes a business to qualify as a business combination requires some judgment. Allocating the purchase price requires the Company to identify and estimate the fair values 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. Management 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. Contingent consideration liabilities are reported at their estimated fair values based upon probability-adjusted present values of the consideration expected to be paid, using significant inputs and estimates. Key assumptions used in these estimates include probability assessments with respect to the likelihood of achieving certain milestones and discount rates consistent with the level of risk of achievement. The fair value of these contingent consideration liabilities are remeasured each reporting period, with changes in the fair value recorded in "Other income (expense)" on the Consolidated Statement of Operations. The remeasured liability amount could be significantly different from the amount at the acquisition date, resulting in material charges or credits in future reporting periods.
NEW PRONOUNCEMENTS
Refer to Part II, Item 8 - Note 2 within this Form 10-K, for a full description of recently issued accounting pronouncements including the expected dates of adoption and expected impact on the financial position and results of operations of the Company.
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. 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
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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. The Company did not have any cash flow hedges as of December 31, 2018 and 2017.
The Company had the following outstanding forward contracts (in thousands):
December 31, 2018 | December 31, 2017 | ||||||||||||||||||
Currency | Notional Value | USD Equivalent | High Rate | Low Rate | Notional Value | USD Equivalent | High Rate | Low Rate | |||||||||||
Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||
Euro | 23,000 | $ | 26,330 | 0.8735 | 0.8735 | — | $ | — | — | — | |||||||||
Japanese Yen | 380,000 | 3,459 | 109.86 | 109.86 | 455,000 | 4,049 | 134.88 | 134.88 | |||||||||||
British Pound | 2,500 | 3,204 | 0.7803 | 0.7803 | 1,650 | 2,232 | 0.8874 | 0.8874 | |||||||||||
Korean Won | 3,125,000 | 2,808 | 1,113 | 1,113 | 1,825,000 | 1,708 | 1,282 | 1,282 | |||||||||||
Hungarian Forint | 750,000 | 2,685 | 279.3 | 279.3 | 545,000 | 2,110 | 309.95 | 309.95 | |||||||||||
Taiwanese Dollar | 55,000 | 1,807 | 30.43 | 30.43 | 37,725 | 1,278 | 35.43 | 35.43 | |||||||||||
Canadian Dollar | 990 | 726 | 1.3639 | 1.3639 | — | — | — | — | |||||||||||
Singapore Dollar | 700 | 514 | 1.3628 | 1.3628 | — | — | — | — | |||||||||||
Swiss Franc | — | — | — | — | 1,365 | 1,401 | 0.9740 | 0.9740 | |||||||||||
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 and U.S. Dollar in Europe, the Yuan in Mainland China, the Yen in Japan, and the U.S. Dollar in other regions. We estimate that approximately 43% of our sales in 2018 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.
Interest Rate Risk
The Company’s investment portfolio of debt securities includes corporate bonds, treasury bills, asset-backed securities, sovereign bonds, agency bonds, and municipal bonds. Debt securities with original maturities greater than three months are designated as available-for-sale and are reported at fair value. As of December 31, 2018, the fair value of the Company’s portfolio of debt securities amounted to $689,387,000 with amortized cost amounts totaling $691,319,000, maturities that do not exceed seven years, and a yield to maturity of 2.61%. 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.
The Company’s investment policy allows investment in debt securities with effective maturities up to ten years, however as of December 31, 2018, 93% of the investment portfolio 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
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December 31, 2018, 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 | $ | 301,884 | $ | 301,161 | $ | 300,437 | $ | 299,714 | $ | 298,991 | ||||||||||
Treasury bills | 232,348 | 231,792 | 231,237 | 230,682 | 230,127 | |||||||||||||||
Asset-backed securities | 132,673 | 132,355 | 132,038 | 131,720 | 131,401 | |||||||||||||||
Sovereign bonds | 14,487 | 14,452 | 14,417 | 14,383 | 14,348 | |||||||||||||||
Agency bonds | 5,949 | 5,935 | 5,921 | 5,906 | 5,892 | |||||||||||||||
Municipal bonds | 5,363 | 5,350 | 5,337 | 5,324 | 5,311 | |||||||||||||||
$ | 692,704 | $ | 691,045 | $ | 689,387 | $ | 687,729 | $ | 686,070 | |||||||||||
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements: | |
Financial Statement Schedule: | |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Cognex Corporation
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Cognex Corporation (a Massachusetts corporation) and subsidiaries (the “Company”) as of December 31, 2018 and 2017,the related consolidated statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule included under Item 15(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, 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) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2018, 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 14, 2019 expressed an unqualified opinion.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2007.
Boston, Massachusetts
February 14, 2019
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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
(In thousands, except per share amounts) | |||||||||||
Revenue | $ | 806,338 | $ | 766,083 | $ | 529,515 | |||||
Cost of revenue | 206,052 | 187,289 | 131,070 | ||||||||
Gross margin | 600,286 | 578,794 | 398,445 | ||||||||
Research, development, and engineering expenses | 116,445 | 99,205 | 78,269 | ||||||||
Selling, general, and administrative expenses | 262,699 | 220,728 | 166,110 | ||||||||
Operating income | 221,142 | 258,861 | 154,066 | ||||||||
Foreign currency gain (loss) | (1,064 | ) | (1,601 | ) | 101 | ||||||
Investment income | 14,715 | 9,542 | 7,039 | ||||||||
Other income (expense) | (219 | ) | (338 | ) | 871 | ||||||
Income from continuing operations before income tax expense | 234,574 | 266,464 | 162,077 | ||||||||
Income tax expense on continuing operations | 15,307 | 89,752 | 18,128 | ||||||||
Net income from continuing operations | 219,267 | 176,712 | 143,949 | ||||||||
Net income (loss) from discontinued operations (Note 20) | — | — | (255 | ) | |||||||
Net income | $ | 219,267 | $ | 176,712 | $ | 143,694 | |||||
Basic earnings per weighted-average common and common-equivalent share (1): | |||||||||||
Net income from continuing operations | $ | 1.27 | $ | 1.02 | $ | 0.84 | |||||
Net income (loss) from discontinued operations | $ | — | $ | — | $ | — | |||||
Net income | $ | 1.27 | $ | 1.02 | $ | 0.84 | |||||
Diluted earnings per weighted-average common and common-equivalent share (1): | |||||||||||
Net income from continuing operations | $ | 1.24 | $ | 0.98 | $ | 0.83 | |||||
Net income (loss) from discontinued operations | $ | — | $ | — | $ | — | |||||
Net income | $ | 1.24 | $ | 0.98 | $ | 0.83 | |||||
Weighted-average common and common-equivalent shares outstanding (1): | |||||||||||
Basic | 172,333 | 173,287 | 170,676 | ||||||||
Diluted | 177,406 | 179,551 | 174,144 | ||||||||
Cash dividends per common share (1) | $ | 0.1850 | $ | 0.1675 | $ | 0.1475 | |||||
(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 fourth quarter of 2017. | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
(In thousands) | |||||||||||
Net income | $ | 219,267 | $ | 176,712 | $ | 143,694 | |||||
Other comprehensive income (loss), net of tax: | |||||||||||
Cash flow hedges: | |||||||||||
Net unrealized gain (loss), net of tax of $0, ($5), and ($22) in 2018, 2017, and 2016, respectively | — | 4 | (567 | ) | |||||||
Reclassification of net realized (gain) loss into current operations | — | (41 | ) | 398 | |||||||
Net change related to cash flow hedges | — | (37 | ) | (169 | ) | ||||||
Available-for-sale investments: | |||||||||||
Net unrealized gain (loss), net of tax of ($188), $2, and $248 in 2018, 2017, and 2016, respectively | (1,185 | ) | 703 | 1,672 | |||||||
Reclassification of net realized (gain) loss into current operations | (501 | ) | (829 | ) | (191 | ) | |||||
Net change related to available-for-sale investments | (1,686 | ) | (126 | ) | 1,481 | ||||||
Foreign currency translation adjustments: | |||||||||||
Foreign currency translation adjustments, net of tax of $0, $0 and ($228) in 2018, 2017, and 2016, respectively | (4,216 | ) | 21,992 | (5,616 | ) | ||||||
Net change related to foreign currency translation adjustments | (4,216 | ) | 21,992 | (5,616 | ) | ||||||
Other comprehensive income gain (loss), net of tax | (5,902 | ) | 21,829 | (4,304 | ) | ||||||
Total comprehensive income | $ | 213,365 | $ | 198,541 | $ | 139,390 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
35
COGNEX CORPORATION – CONSOLIDATED BALANCE SHEETS
December 31, | |||||||
2018 | 2017 | ||||||
(In thousands) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 108,212 | $ | 106,582 | |||
Short-term investments | 427,348 | 297,961 | |||||
Accounts receivable, less reserves of $1,646 and $1,568 in 2018 and 2017, respectively | 119,172 | 119,388 | |||||
Unbilled revenue | 8,312 | 7,454 | |||||
Inventories | 83,282 | 67,923 | |||||
Prepaid expenses and other current assets | 34,000 | 30,683 | |||||
Total current assets | 780,326 | 629,991 | |||||
Long-term investments | 262,039 | 423,441 | |||||
Property, plant, and equipment, net | 91,396 | 78,048 | |||||
Goodwill | 113,208 | 113,208 | |||||
Intangible assets, net | 10,113 | 13,189 | |||||
Deferred income taxes | 28,660 | 27,385 | |||||
Other assets | 3,925 | 2,491 | |||||
Total assets | $ | 1,289,667 | $ | 1,287,753 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 16,230 | $ | 23,463 | |||
Accrued expenses | 60,220 | 68,249 | |||||
Accrued income taxes | 5,062 | 11,503 | |||||
Deferred revenue and customer deposits | 9,845 | 9,420 | |||||
Total current liabilities | 91,357 | 112,635 | |||||
Deferred income taxes | 962 | 312 | |||||
Reserve for income taxes | 7,106 | 6,488 | |||||
Accrued income taxes | 51,113 | 66,741 | |||||
Other non-current liabilities | 3,866 | 5,904 | |||||
Total liabilities | 154,404 | 192,080 | |||||
Commitments and contingencies (Note 10) | |||||||
Shareholders’ equity (1): | |||||||
Common stock, $.002 par value – Authorized: 300,000 and 200,000 shares in 2018 and 2017, respectively, issued and outstanding: 170,820 and 173,507 shares in 2018 and 2017, respectively | 342 | 347 | |||||
Additional paid-in capital | 529,208 | 461,338 | |||||
Retained earnings | 646,214 | 668,587 | |||||
Accumulated other comprehensive loss, net of tax | (40,501 | ) | (34,599 | ) | |||
Total shareholders’ equity | 1,135,263 | 1,095,673 | |||||
$ | 1,289,667 | $ | 1,287,753 | ||||
(1) Prior period amounts have been adjusted to reflect the two-for-one stock split effected in the form of a stock dividend which occurred in the fourth quarter of 2017. | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
36
COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, | |||||||||||
2018 | 2017 | 2016 | |||||||||
(In thousands) | |||||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 219,267 | $ | 176,712 | $ | 143,694 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Loss on sale of discontinued business | — | — | 255 | ||||||||
Stock-based compensation expense | 41,090 | 31,942 | 20,558 | ||||||||
Depreciation of property, plant, and equipment | 18,473 | 13,683 | 11,678 | ||||||||
Amortization of intangible assets | 3,076 | 3,308 | 3,391 | ||||||||
Impairment of intangible assets | — | 469 | — | ||||||||
Amortization of discounts or premiums on investments | 108 | 205 | 383 | ||||||||
Realized (gain) loss on sale of investments | (501 | ) | (829 | ) | (1,506 | ) | |||||
Revaluation of contingent consideration | (3 | ) | (28 | ) | (463 | ) | |||||
Change in deferred income taxes | (413 | ) | 1,787 | (1,908 | ) | ||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (1,867 | ) | (55,185 | ) | (13,251 | ) | |||||
Unbilled revenue | (906 | ) | (4,604 | ) | (2,308 | ) | |||||
Inventories | (16,946 | ) | (37,088 | ) | 10,409 | ||||||
Prepaid expenses and other current assets | (9,750 | ) | (7,016 | ) | (5,421 | ) | |||||
Accounts payable | (7,247 | ) | 12,322 | 2,087 | |||||||
Accrued expenses | 380 | 14,476 | 7,771 | ||||||||
Accrued income taxes | (21,903 | ) | 71,335 | 1,270 | |||||||
Deferred revenue and customer deposits | 1,434 | 1,619 | 3,622 | ||||||||
Other | (838 | ) | 1,215 | 1,820 | |||||||
Net cash provided by operating activities | 223,454 | 224,323 | 182,081 | ||||||||
Cash flows from investing activities: | |||||||||||
Purchases of investments | (782,032 | ) | (636,856 | ) | (751,868 | ) | |||||
Maturities and sales of investments | 812,565 | 584,464 | 657,250 | ||||||||
Purchases of property, plant, and equipment | (37,095 | ) | (28,754 | ) | (12,816 | ) | |||||
Cash paid for acquisition of business, net of cash acquired | (4,265 | ) | (24,118 | ) | (14,285 | ) | |||||
Net cash paid from sale of discontinued business | — | (291 | ) | (113 | ) | ||||||
Net cash used in investing activities | (10,827 | ) | (105,555 | ) | (121,832 | ) | |||||
Cash flows from financing activities: | |||||||||||
Issuance of common stock under stock plans | 26,783 | 54,557 | 43,468 | ||||||||
Repurchase of common stock | (203,822 | ) | (123,715 | ) | (47,149 | ) | |||||
Payment of dividends | (31,865 | ) | (29,037 | ) | (25,213 | ) | |||||
Payment of contingent consideration | (1,000 | ) | (1,926 | ) | (337 | ) | |||||
Net cash used in financing activities | (209,904 | ) | (100,121 | ) | (29,231 | ) | |||||
Effect of foreign exchange rate changes on cash and cash equivalents | (1,093 | ) | 8,294 | (3,352 | ) | ||||||
Net change in cash and cash equivalents | 1,630 | 26,941 | 27,666 | ||||||||
Cash and cash equivalents at beginning of year | 106,582 | 79,641 | 51,975 | ||||||||
Cash and cash equivalents at end of year | $ | 108,212 | $ | 106,582 | $ | 79,641 | |||||
The accompanying notes are an integral part of these consolidated financial statements.
37
COGNEX CORPORATION – CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Common Stock (1) | Additional Paid-in Capital (1) | Retained Earnings (1) | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||
(In thousands) | Shares | Par Value | |||||||||||||||||||||
Balance as of December 31, 2015 | 169,712 | $ | 340 | $ | 310,829 | $ | 573,286 | $ | (52,124 | ) | $ | 832,331 | |||||||||||
Issuance of common stock under stock plans | 3,954 | 8 | 43,460 | — | — | 43,468 | |||||||||||||||||
Repurchase of common stock | (1,788 | ) | (4 | ) | — | (47,145 | ) | — | (47,149 | ) | |||||||||||||
Stock-based compensation expense | — | — | 20,558 | — | — | 20,558 | |||||||||||||||||
Payment of dividends | — | — | — | (25,213 | ) | — | (25,213 | ) | |||||||||||||||
Net income | — | — | — | 143,694 | — | 143,694 | |||||||||||||||||
Net unrealized gain (loss) on cash flow hedges, net of tax of ($22) | — | — | — | — | (567 | ) | (567 | ) | |||||||||||||||
Reclassification of net realized (gain) loss on cash flow hedges | — | — | — | — | 398 | 398 | |||||||||||||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax of $248 | — | — | — | — | 1,672 | 1,672 | |||||||||||||||||
Reclassification of net realized (gain) loss on the sale of available-for-sale investments | — | — | — | — | (191 | ) | (191 | ) | |||||||||||||||
Foreign currency translation adjustment, net of tax of ($228) | — | — | — | — | (5,616 | ) | (5,616 | ) | |||||||||||||||
Balance as of December 31, 2016 | 171,878 | $ | 344 | $ | 374,847 | $ | 644,622 | $ | (56,428 | ) | $ | 963,385 | |||||||||||
Issuance of common stock under stock plans | 4,162 | 8 | 54,549 | — | — | 54,557 | |||||||||||||||||
Repurchase of common stock | (2,533 | ) | (5 | ) | — | (123,710 | ) | — | (123,715 | ) | |||||||||||||
Stock-based compensation expense | — | — | 31,942 | — | — | 31,942 | |||||||||||||||||
Payment of dividends | — | — | — | (29,037 | ) | — | (29,037 | ) | |||||||||||||||
Net income | — | — | — | 176,712 | — | 176,712 | |||||||||||||||||
Net unrealized gain (loss) on cash flow hedges, net of tax of ($5) | — | — | — | — | 4 | 4 | |||||||||||||||||
Reclassification of net realized (gain) loss on cash flow hedges | — | — | — | — | (41 | ) | (41 | ) | |||||||||||||||
Net unrealized gain (loss) on available-for-sale investments, net of tax of $2 | — | — | — | — | 703 | 703 | |||||||||||||||||
Reclassification of net realized (gain) loss on the sale of available-for-sale investments | — | — | — | — | (829 | ) | (829 | ) | |||||||||||||||
Foreign currency translation adjustment, net of tax of $0 | — | — | — | — | 21,992 | 21,992 | |||||||||||||||||
Balance as of December 31, 2017 | 173,507 | $ | 347 | $ | 461,338 | $ | 668,587 | $ | (34,599 | ) | $ | 1,095,673 | |||||||||||
Issuance of common stock under stock plans | 1,493 | 3 | 26,780 | — | — | 26,783 | |||||||||||||||||
Repurchase of common stock | (4,180 | ) | (8 | ) | — | (203,814 | ) | — | (203,822 | ) | |||||||||||||
Stock-based compensation expense | — | — | 41,090 | — < | |||||||||||||||||||