UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended:
December 29, 2007
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number: 0-15386
CERNER CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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43-1196944
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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2800 Rockcreek Parkway
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North Kansas City, MO
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64117
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(Address of principal executive offices)
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(Zip Code)
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(816) 221-1024
(Registrants telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 par value per share
(Title of Class)
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
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Exchange Act.
Yes
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No
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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
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No
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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 registrants 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.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated
filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes
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No
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As of June 30, 2007, the aggregate market value of the registrants common stock held by
non-affiliates of the registrant was $3,109,189,402 based on the closing sale price as reported on
the NASDAQ Global Market.
Indicate the number of shares outstanding of each of the issuers classes of common stock, as
of the latest practicable date.
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Class
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Outstanding at February 22, 2008
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[Common Stock, $.01 par value per share]
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80,432,828 shares
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DOCUMENTS INCORPORATED BY REFERENCE
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Parts Into Which
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Document
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Incorporated
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Proxy Statement for the Annual Shareholders Meeting to be held May 23, 2008 (Proxy Statement)
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Part III
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TABLE OF CONTENTS
PART I.
Item 1. Business
Overview
Cerner Corporation (Cerner or the Company) is a Delaware business corporation formed in 1980.
The Companys corporate headquarters are located at 2800 Rockcreek Parkway, North Kansas City,
Missouri 64117. Its telephone number is 816.221.1024. The Companys Web site address is
www.cerner.com. The Company makes available free of charge, on or through its Web site, its annual
report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all
amendments to those reports as soon as reasonably practicable after such material is electronically
filed with or furnished to the Securities and Exchange Commission.
Cerner is a supplier of healthcare information technology (HIT) solutions, healthcare devices and
related services. Organizations ranging from single-doctor practices, to hospitals, to
corporations, to local, regional and national government agencies use
Cerner
®
solutions
and services to make healthcare safer, more efficient and of higher quality.
The Companys software solutions have been designed and developed on the unified
Cerner
Millennium
®
architecture. This person-centric solution framework combines clinical,
financial and management information systems. It provides secure access to an individuals
electronic medical record at the point of care and organizes and proactively delivers information
to meet the specific needs of the physician, nurse, laboratory technician, pharmacist or other care
provider, front- and back-office professionals and even consumers.
The Companys
CareAware
device architecture is designed to bridge the gap between
medical devices and patient information by connecting information from various devices to the
clinician workflow and electronic medical record.
Cerner also offers a broad range of services, including implementation and training, remote
hosting, operational management services, support and maintenance, healthcare data analysis,
clinical process optimization, transaction processing for physician practices and employer health
plan third party administrator (TPA) services.
The Healthcare and Healthcare IT Industry
There are
several trends the Company believes create a positive market environment for HIT.
Healthcare spending continues to expand. The nonpartisan Congressional Budget Office projects that,
if left unchecked, total spending on healthcare in the United States would rise from 16 percent of
the gross national product in 2007 to 25 percent in 2025. HIT is one of the few answers. A study by
RAND Corp. published in October 2005 found that widespread adoption of HIT could cut the total cost
of healthcare by about 10 percent.
Problems in the quality of healthcare also drive interest in HIT. In July 2007,
Health and Hospital
Networks
, a publication of the American Hospital Association, released its annual list of the
nations 100 Most Wired Hospitals and Health Systems. Survey results indicate the hospitals with
good quality results also are dedicated to HIT. These Most Wired Hospitals lead the nation in
electronic ordering and bedside medication matching to reduce the number of potential medication
errors. We believe these results provide incentive for more hospitals to adopt HIT.
Another factor we believe is favorable for the HIT industry in the United States is the continued
focus by Centers for Medicare and Medicaid Services (CMS) and other payers on linking medical care
payments to quality and safety, an approach commonly referred to as pay for performance. Some pay
for performance plans offer additional reimbursement for healthcare providers that can demonstrate
high levels of quality and safety. Based on CMS final rule for changes to the 2008 inpatient
prospective payment system (IPPS), there will also be instances where providers are not paid for
treatment of conditions acquired while in the hospital if the condition is deemed reasonably
preventable through the application of evidence-based guidelines. This change, effective in October
2008, is positive for the HIT industry because ensuring compliance with evidence-based guidelines
is easier for organizations with an HIT system. Additionally, an expected increase in the number of
Diagnosis-Related Groups (DRGs) that are used to determine how much providers are reimbursed for
providing care will also contribute to the need for HIT systems that can be used to more
efficiently and accurately document and accurately submit care for reimbursement.
As the United States enters the 2008 presidential election year, rising costs and varying quality
have solidified healthcare as a tier-one issue. Presidential candidates in both parties favor using
HIT to create efficiencies in the system and address the underlying issue of chronic illness. While
there is bipartisan recognition of the benefits of HIT, we do not foresee a scenario in which the
United States government would invest a significant amount of money directly in HIT, and we cannot
predict how healthcare will be impacted by the upcoming election.
Increasing healthcare spending and challenges in the quality and efficiencies of care are not
isolated to the United States. Most other countries are experiencing similar trends, a fact that
creates a favorable environment internationally for HIT solutions and related services.
Reflective
of these favorable national and global trends, the HIT market remains very competitive. The
market could be impacted by factors such as changes in reimbursement rates to hospitals and
physicians, a slowdown in adoption of HIT and changes in the political, economic and regulatory
environment.
Cerner Vision
Cerners vision has evolved from a fundamental thought: Healthcare should revolve around the
individual, not the encounter. This concept led to Cerners vision of a Community Health Model and
the creation of the unified
Cerner Millennium
architecture, the Companys person-centric,
enterprise-wide architecture. The Community Health Model encompasses four steps:
Automate the Care Process
Cerner offers a longitudinal, person-centric electronic medical record, giving clinicians
electronic access to the right information at the right time and place to achieve the optimal
health outcome.
Connect the Person
Cerner is dedicated to building a personal health system. Medical information and care regimens
accessible from home empower consumers to effectively manage their conditions and adhere to
treatment plans, creating a new medium between physicians and individuals.
Structure the Knowledge
Cerner is dedicated to building systems that help bring the best science to every medical decision
by structuring, storing and studying the content surrounding each care episode to achieve optimal
clinical and financial outcomes.
Close the Loop
Incorporating a medical discovery into daily practice can take as long as 10 years. Cerner is
dedicated to building systems that implement evidence-based medicine, reducing the average time
from the discovery of an improved method to the change in the standard of care.
As more elements of this vision continue to evolve, Cerner expects medicine will become
increasingly personalized and technology more accessible. As such, Cerners vision has evolved to
include services that help large user communities:
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Connect all stakeholders in the healthcare system, including payers (employers,
government), providers, and consumers
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Remove clinical, financial and administrative friction
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Create a secure, transparent, open network for data sharing to improve disease
management and facilitate personalized medicine
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Achieving this vision will require continued leverage of the
Cerner Millennium
architecture and
ongoing expansion of our solutions and services, as discussed below under Cerner Strategy and
Execution.
Cerner Strategy and Execution
Key elements of the Companys business strategy include:
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Leverage the unified
Cerner Millennium
architecture and the depth and breadth of
Cerner
solutions to continue expanding market share
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Increase penetration of both large health systems and independent hospitals
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Cross-sell additional
Cerner
solutions and services to our existing client base
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Increase penetration of physician practices by offering a high-value suite of solutions
with low up-front and recurring costs
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Continue to expand presence in non-U.S. markets
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Use our extensive clinical databases to help pharmaceutical companies monitor safety and
speed drug approval
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Reduce friction in healthcare through more efficient payment
for services and by creating
innovative solutions for employers
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Connect healthcare devices
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To execute upon many of the strategy elements listed above, we intend to continue developing
innovative solutions and services that leverage the Companys technology and human capital
expertise and drive continued organic revenue growth, such as:
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Health
e
SM
employer services, innovative solutions for employers, such as
employer health plan third party administrator services and employer-based primary care
clinics.
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Healthcare device innovation, including Cerners
CareAware
device connectivity platform
and
RxStation
medication dispensing devices.
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Millennium Lighthouse
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clinical process optimization, a consulting practice
that interacts with clients to determine previously unidentified and unconnected
relationships among healthcare processes and outcomes.
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Solutions and services that leverage the clinical data being captured in the digital
healthcare environment, such as
Health Facts
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, a data warehouse of more than 35
million clinical encounters that can be used to help draw meaningful relationships between
pharmaceutical therapies and resulting clinical outcomes.
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PowerWorks
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physician practice solutions, a low-cost, high-value suite of
remote-hosted offerings for physician practices clinical and revenue cycle needs.
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Our new PACS (Picture Archiving Communication System) Cerner
ProVision
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workstation that strengthens our unified enterprise-wide imaging offering and reduces our
reliance on third parties.
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We also remain focused on offering more efficient and predictable implementations and systems that
can be operated at lower costs to reduce total cost of ownership for our clients. We are
accomplishing this through:
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Bedrock
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technology, which automates the implementation and management of the
Cerner Millennium
information platform.
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CernerWorks
SM
managed services, which allow Cerner to manage complexity and
technology risks for clients through remote hosting while providing increased availability,
system security and predictable, lower cost of operations.
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Our
MethodM
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implementation approach, which is our best practice methodology
for working with clients to deliver value through implementation of
Cerner Millennium
solutions.
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Our
Lights On Network
SM
surveillance system that identifies system
performance issues in real time and has the ability to predict issues that could create
system vulnerability. In the future, we plan for the
Lights On Network
system to include
real-time clinical and revenue cycle dashboards and ultimately create a real-time,
evidence-based network.
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In summary, our business strategy is to deliver the optimal client experience and to pursue and
deliver continued innovation that will allow our important relationships with existing clients to
continue growing while also creating opportunities to establish new client relationships.
Software Development
Cerner continues to build upon the success of the
Cerner Millennium
2007 software release that
became generally available in late 2006. Our client base has been rapidly adopting the release, and
based on feedback from clients, Cerner decided to leverage the
Cerner Millennium
2007 platform for
all future innovations and enhancements through the end of the decade. Understanding the effort
involved with major release upgrades and the impact on our clients, this strategy will allow
clients already using
Cerner Millennium
2007 to take advantage of new enhancements and
functionality without requiring a major code upgrade.
We commit significant resources to developing new health information system solutions. As of
December 29, 2007, approximately 2,600 associates were engaged in research and development
activities. Total expenditures for the development and enhancement of our software solutions and
RxStation
medication dispensing devices were approximately $283,086,000, $262,163,000 and
$225,606,000 during the 2007, 2006 and 2005 fiscal years, respectively. These figures include both
capitalized and non-capitalized portions and exclude amounts amortized for financial reporting
purposes.
As discussed above, continued investment in research and development remains a core element of
Cerners strategy. This will include ongoing enhancement of our core solutions and development of
new solutions and services.
The Company is committed to maintaining open attributes in its system architecture to achieve
operability in a diverse set of technical and application environments. The Company strives to
design its systems to co-exist with disparate applications developed and supported by other
suppliers.
Sales and Marketing
The markets for
Cerner
HIT solutions, healthcare devices and services include integrated delivery
networks, physician groups and networks, managed care organizations, hospitals, medical centers,
free-standing reference laboratories, home health agencies, blood banks, imaging centers,
pharmacies, pharmaceutical manufacturers, employers and public health organizations. To date, a
substantial portion of system sales have been in clinical solutions in hospital-based provider
organizations. The
Cerner Millennium
architecture is highly scalable. Organizations ranging from
several-doctor physician practices, to community hospitals, to complex integrated delivery
networks, to local, regional and national government agencies use our
Cerner Millennium
solutions.
We design all
Cerner Millennium
solutions to operate on HP or IBM platforms, allowing Cerner to be
price competitive across the full size and organizational structure range of healthcare providers.
The sale of a
Cerner
software health information system usually takes approximately nine to 18
months, from the time of initial contact to the signing of a contract.
Our
executive marketing management is located in our North Kansas City, Missouri headquarters,
while our client representatives are deployed across the United States and globally. In addition to
the U.S., the Company, through subsidiaries and joint ventures, has sales associates and/or offices
in Australia, Canada, England, France, Germany, China (Hong
Kong), India, Ireland, Malaysia, Saudi Arabia, Singapore, Spain and the United Arab Emirates. Cerners consolidated revenues include non-U.S sales of $290,677,000,
$207,367,000 and $113,317,000 for the 2007, 2006 and 2005 fiscal years, respectively.
The Company supports its sales force with technical personnel who perform demonstrations of
Cerner
solutions and services and assist clients in determining the proper hardware and software
configurations. The Companys primary direct marketing strategy is to generate sales contacts from
its existing client base and through presentations at industry seminars and tradeshows. Cerner
markets the
PowerWorks
solutions, offered on a subscription basis, directly to the physician
practice market using telemarketing and through existing acute care clients that are looking to
extend
Cerner
solutions to affiliated physicians. Cerner attends a number of major tradeshows each
year and sponsors executive user conferences, which feature industry experts who address the HIT
needs of large healthcare organizations.
Client Services
Substantially all of
Cerners
HIT software solutions clients enter into software maintenance
agreements with us for support of their
Cerner
systems. In addition to immediate software support
in the event of problems, these agreements allow clients the use of new releases of the
Cerner
solutions covered by maintenance agreements. Each client has 24-hour access to the client support
team located at Cerners world headquarters in North Kansas City, Missouri and the Companys
global support organization in England.
Most Cerner clients who buy hardware through Cerner also enter into hardware maintenance agreements
with Cerner. These arrangements normally provide for a fixed monthly fee for specified services. In
the majority of cases, Cerner subcontracts hardware maintenance to the hardware manufacturer.
Cerner also offers a set of managed services that include remote hosting, operational management
services and disaster recovery.
Backlog
At December 29, 2007, Cerner had a contract backlog of approximately $2,712,195,000 as compared to
approximately $2,194,460,000 at December 30, 2006. Such backlog represents system sales and
services from signed contracts that have not yet been recognized as revenue. At December 29, 2007,
the Company had approximately $129,604,000 of contracts receivable compared to $132,748,000 at the
end of 2006, which represents revenues recognized but not yet billable under the terms of the
contract. At December 29, 2007, Cerner had a software support and maintenance backlog of
approximately $541,095,000 as compared to approximately $469,473,000 at December 30, 2006. Such
backlog represents contracted software support and hardware maintenance services for a period of 12
months. The Company estimates that approximately 39 percent of the aggregate backlog at December
29, 2007 of $3,253,290,000 will be recognized as revenue during 2008.
Competition
The market for HIT solutions, devices and services is intensely competitive, rapidly evolving and
subject to rapid technological change. Our principal existing competitors in the healthcare
solutions and services market include: Computer Programs and Systems, Inc., Eclipsys Corporation,
Epic Systems Corporation, GE Healthcare Technologies, iSoft Corporation, McKesson Corporation,
Medical Information Technology, Inc. (Meditech), Misys Healthcare Systems and Siemens Medical
Solutions Health Services Corporation, each of which offers a suite of software solutions that
compete with many of our software solutions and services. Other competitors focus on only a
portion of the market that Cerner addresses. For example, competitors such as Cap Gemini, Computer
Sciences Corp., Deloitte & Touche, IBM Corporation and Perot Systems offer HIT services that
compete directly with our consulting services. Allscripts Healthcare Solutions, Inc.,
athenahealth, Inc., eClinicalWorks, Inc., Emdeon Corporation and Quality Systems, Inc. offer
solutions to the physician practice market but do not currently have a significant presence in the
health systems and independent hospital market. We view our principal competitors in the
healthcare device market to include: Cardinal Health, Inc., McKesson Corporation, Omnicell, Inc.
and Royal Philips Electronics; and we view our principal competitors in the healthcare transactions
market to include: Accenture, Emdeon Corporation, McKesson Corporation, ProxyMed, Inc. and The
TriZetto Group, Inc., with almost all of these competitors being substantially larger or having
more experience and market share than us in their respective market. In addition, we expect that
major software information systems companies, large information technology consulting service
providers and system integrators, start-up companies, managed care companies and others
specializing in the healthcare industry may offer competitive software solutions, devices or
services. The pace of change in the HIT market is rapid and there are frequent new software
solution, device or service introductions, enhancements and evolving industry standards and
requirements. We believe that the principal competitive factors in this market include the breadth
and quality of solution and service offerings, the stability of the solution provider, the features
and capabilities of the information systems and devices, the ongoing support for the systems and
devices and the potential for enhancements and future compatible software solutions and devices.
Number of Employees (Associates)
As of December 29, 2007, the Company employed 7,873 associates worldwide.
Operating Segments
Information about the Companys operating segments may be found in Note 12 to the financial
statements.
Geographic Areas
Information about the Companys geographic areas may be found in Item 7 Managements Discussion and
Analysis of Financial Condition and Results of Operation below and in Note 12 to the financial
statements.
Item 1A. Risk Factors
Risks Related to Cerner Corporation
We may be subject to product-related liabilities.
Many of our software solutions, healthcare
devices or services (including life sciences/research services) provide data for use by healthcare
providers in providing care to patients. No claims have been brought against us to date regarding
injuries related to the use of our software solutions, healthcare devices or services (including
life sciences/research services), but such claims may be made in the future. Although we maintain
liability insurance coverage in an amount that we believe is sufficient for our business, there can
be no assurance that such coverage will cover a particular claim that may be brought in the future,
prove to be adequate or that such coverage will continue to remain available on acceptable terms,
if at all. A successful material claim brought against us, if uninsured or under-insured, could
materially harm our business, results of operations and financial condition.
We may be subject to claims for system errors and warranties.
Our software solutions and healthcare
devices, particularly the
Cerner Millennium
versions, are very complex. As with complex software
solutions and devices offered by others, our software solutions and healthcare devices may contain
coding or other errors, especially when first introduced. Although we conduct extensive testing,
we have discovered errors in our software solutions and healthcare devices after their
introduction. Our software solutions and healthcare devices are intended for use in collecting and
displaying clinical information used in the diagnosis and treatment of patients. Therefore, users
of our software solutions and healthcare devices have a greater sensitivity to errors than the
market for software products and devices generally. Our client agreements typically provide
warranties concerning material errors and other matters. Failure of a clients
Cerner
software
solutions and/or healthcare devices to meet these warranties could constitute a material breach
under the client agreement, allowing the client to terminate the agreement and possibly obtain a
refund and/or damages, or might require us to incur additional expense in order to make the
software solution or healthcare device meet these criteria. Our client agreements generally limit
our liability arising from such claims but such limits may not be enforceable in certain
jurisdictions or circumstances. A successful material claim brought against us, if uninsured or
under-insured, could materially harm our business, results of operations and financial condition.
We may experience interruption at our data centers or client support facilities.
We perform data
center and/or hosting services for certain clients, including the storage of critical patient and
administrative data. In addition, we provide support services to our clients through various
client support facilities. We have invested in many reliability features such as multiple power
feeds, multiple backup generators and redundant telecommunications lines, as well as technical and
physical security safeguards, and structured our operations to substantially reduce the likelihood
of disruptions. However, complete failure of all generators, impairment of all telecommunications
lines, severe damage (environmental, accidental, intentional or pandemic) to the buildings, the
equipment inside the buildings housing our data centers, the client data contained therein and/or
the personnel trained to operate such facilities could cause a disruption in operations and
negatively impact clients who depend on us for data center and system support services. Any
interruption in operations at our data centers and/or client support facilities could damage our
reputation, cause us to lose existing clients, hurt our ability to obtain new clients, result in
revenue loss, create potential liabilites for our clients and us and increase insurance and other
operating costs.
Our proprietary technology may be subject to claims for infringement or misappropriation of
intellectual property rights of others, or may be infringed or misappropriated by others.
We rely
upon a combination of license agreements, confidentiality procedures, employee nondisclosure
agreements, confidentiality agreements with third parties and technical measures to maintain the
confidentiality and trade secrecy of our proprietary information. We also rely on trademark and
copyright laws to protect our intellectual property rights in the United States and abroad. We
have initiated a patent program but currently have a limited patent portfolio in the United States
and abroad. Despite our protective measures and intellectual property rights, we may not be able
to adequately protect against copying, reverse-engineering, misappropriation, infringement or
unauthorized use or disclosure of our intellectual property.
In addition, we could be subject to intellectual property infringement or misappropriation claims
as the number of competitors, patents and patent enforcement organizations in the HIT market
increases, the functionality of our software solutions and services expands, and we enter new
markets such as healthcare device innovation, healthcare transactions and life sciences. These
claims, even if not
meritorious, could be expensive to defend. If we become liable to third parties for infringing or
misappropriating their intellectual property rights, we could be required to pay a substantial
damage award, develop alternative technology, obtain a license and/or cease using, selling,
licensing, implementing and supporting the solutions, devices and services that violate the
intellectual property rights.
We are subject to risks associated with our non-U.S. operations.
We market, sell and service our
solutions, devices and services globally. We have established offices around the world, including
in: the Americas, Europe, the Middle East and the Asia Pacific region. We will continue to expand
our non-U.S. operations and enter new global markets. This expansion will require significant
management attention and financial resources to develop successful direct and indirect non-U.S.
sales and support channels. Our business is generally transacted in the local functional currency.
In some countries, our success will depend in part on our ability to form relationships with local
partners. There is a risk that we may sometimes choose the wrong partner. For these reasons, we
may not be able to maintain or increase non-U.S. market demand for our solutions, devices and
services.
Non-U.S. operations are subject to inherent risks, and our future results could be adversely
affected by a variety of uncontrollable and changing factors. These include, but are not limited
to:
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Greater difficulty in collecting accounts receivable and longer collection periods
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Difficulties and costs of staffing and managing non-U.S. operations
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The impact of global economic conditions
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Unfavorable or changing foreign currency exchange rates
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Certification, licensing or regulatory requirements
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Unexpected changes in regulatory requirements
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Changes to or reduced protection of intellectual property rights in some countries
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Inability to obtain necessary financing on reasonable terms to adequately support
non-U.S. operations and expansion
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Potentially adverse tax consequences
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Different or additional functionality requirements
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Trade protection measures
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Export control regulations
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Service provider and government spending patterns
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Natural disasters, war or terrorist acts
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Poor selection of a partner in a country
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Political conditions which may impact sales or threaten the safety of associates or our
continued presence in these countries
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Our failure to effectively hedge exposure to fluctuations in foreign currency exchange rates could
unfavorably affect our performance.
We utilize derivative instruments to hedge our exposure to
fluctuations in foreign currency exchange rates. Some of these instruments and contracts may
involve elements of market and credit risk in excess of the amounts recognized in the Consolidated
Financial Statements. For additional information about risk on financial instruments, see Item 7
Managements Discussion and Analysis of Financial Condition and Results of Operation under Market
Risk. Further, our financial results from non-U.S. operations may decrease if we fail to execute
or improperly hedge our exposure to currency fluctuations.
Our success depends upon the recruitment and retention of key personnel.
To remain competitive in
our industries, we must attract, motivate and retain highly skilled managerial, sales, marketing,
consulting and technical personnel, including executives, consultants, programmers and systems
architects skilled in the HIT, healthcare devices, healthcare transactions and life sciences
industries and the technical environments in which our solutions, devices and services are needed.
Competition for such personnel in our industries is intense in both the United States and abroad.
Our failure to attract additional qualified personnel to meet our non-U.S. personnel needs could
have a material adverse effect on our prospects for long-term growth. Our success is dependent to
a significant degree on the continued contributions of key management, sales, marketing, consulting
and technical personnel. The unexpected loss of key personnel could have a material adverse impact
to our business and results of
operations, and
could potentially inhibit development and delivery of our solutions, devices and services and
market share advances.
We rely significantly on third party suppliers.
We license or purchase intellectual property and
technology (such as software, hardware and content) from third parties, including some competitors,
and incorporate software, hardware, and/or content into or sell it in conjunction with our
solutions, devices and services, some of which are critical to the operation and delivery of our
solutions, devices and services. If any of the third party suppliers were to change product
offerings, significantly increase prices or terminate our licenses or supply contracts, we might
need to seek alternative suppliers and incur additional internal or external development costs to
ensure continued performance of our solutions, devices and services. Such alternatives may not be
available on attractive terms, or may not be as widely accepted or as effective as the intellectual
property or technology provided by our existing suppliers. If the cost of licensing, purchasing or
maintaining the third party intellectual property or technology significantly increases, our gross
margin levels could significantly decrease. In addition, interruption in functionality of our
solutions, devices and services as a result of changes in third party suppliers could adversely
affect future sales of solutions, devices and services.
We intend to continue strategic business acquisitions which are subject to inherent risks.
In order
to expand our solutions, device offerings and services and grow our market and client base, we may
continue to seek and complete strategic business acquisitions that we believe are complementary to
our business. Acquisitions have inherent risks which may have a material adverse effect on our
business, financial condition, operating results or prospects, including, but not limited to: 1)
failure to successfully integrate the business and financial operations, services, intellectual
property, solutions or personnel of the acquired business; 2) diversion of managements attention
from other business concerns; 3) entry into markets in which we have little or no direct prior
experience; 4) failure to achieve projected synergies and performance targets; 5) loss of clients
or key personnel of the acquired business; 6) incurrence of debt and/or assumption of known and
unknown liabilities; 7) write-off of software development costs, goodwill, client lists and
amortization of expenses related to intangible assets; 8) dilutive issuances of equity securities;
and, 9) accounting deficiencies that could arise in connection with, or as a result of, the
acquisition of the acquired company, including issues related to internal control over financial
reporting and the time and cost associated with remedying such deficiencies. If we fail to
successfully integrate acquired businesses or fail to implement our business strategies with
respect to these acquisitions, we may not be able to achieve projected results or support the
amount of consideration paid for such acquired businesses.
Risks Related to the Healthcare Information Technology, Healthcare Device and Healthcare
Transaction Industry
The healthcare industry is subject to changing political, economic and regulatory influences.
For
example, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) continues to have
a direct impact on the healthcare industry by requiring identifiers and standardized
transactions/code sets and necessary security and privacy measures in order to ensure the
appropriate level of privacy of protected health information. These regulatory factors affect the
purchasing practices and operation of healthcare organizations. Federal and state legislatures
have periodically considered programs to reform or amend the U.S. healthcare system at both the
federal and state level and to change healthcare financing and reimbursement systems. These
programs may contain proposals to increase governmental involvement in healthcare, lower
reimbursement rates or otherwise change the environment in which healthcare industry participants
operate. Healthcare industry participants may respond by reducing their investments or postponing
investment decisions, including investments in our solutions and services.
Many healthcare providers are consolidating to create integrated healthcare delivery systems with
greater market power. These providers may try to use their market power to negotiate price
reductions for our solutions and services. As the healthcare industry consolidates, our client
base could be eroded, competition for clients could become more intense and the importance of
landing new client relationships becomes greater.
The healthcare industry is highly regulated at the local, state and federal level.
We are subject
to a significant and wide-ranging number of regulations both within the U.S. and elsewhere, such
as, without
limitation, regulations in the areas of: healthcare fraud, e-prescribing, claims processing and
transmission, medical devices, the security and privacy of patient data and interoperability
standards.
Healthcare Fraud.
Federal and state governments continue to strengthen their positions and scrutiny
over practices involving healthcare fraud affecting healthcare providers whose services are
reimbursed by Medicare, Medicaid and other government healthcare programs. Our healthcare provider
clients are subject to laws and regulations on fraud and abuse which, among other things, prohibit
the direct or indirect payment or receipt of any remuneration for patient referrals, or arranging
for or recommending referrals or other business paid for in whole or in part by these federal or
state healthcare programs. Federal enforcement personnel have substantial funding, powers and
remedies to pursue suspected or perceived fraud and abuse. The effect of this government regulation
on our clients is difficult to predict. While we believe that we are in substantial compliance
with any applicable laws, many of the regulations applicable to our clients and that may be
applicable to us, are vague or indefinite and have not been interpreted by the courts. They may be
interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that could
broaden their applicability to us or require our clients to make changes in their operations or the
way in which they deal with us. If such laws and regulations are determined to be applicable to us
and if we fail to comply with any applicable laws and regulations, we could be subject to sanctions
or liability, including exclusion from government health programs, which could have a material
adverse effect on our business, results of operations and financial condition.
E-Prescribing.
The use of our solutions by physicians for electronic prescribing, electronic
routing of prescriptions to pharmacies and dispensing is governed by state and federal law. States
have differing prescription format requirements, which we have programmed into our software. In
addition, in November 2005, the Department of Health and Human Services announced regulations by
CMS related to E-Prescribing and the Prescription Drug Program (E-Prescribing Regulations).
These E-Prescribing Regulations were mandated by the Medicare Prescription Drug, Improvement, and
Modernization Act of 2003. The E-Prescribing Regulations set forth standards for the transmission
of electronic prescriptions. The final regulations adopted two standards effective January 2006.
A second and final set of required standards are to be published no later than April 1, 2008 and
implemented no later than April 1, 2009. These standards are detailed and significant, and cover
not only transactions between prescribers and dispensers for prescriptions but also electronic
eligibility and benefits inquiries and drug formulary and benefit coverage information. Our
efforts to provide solutions that enable our clients to comply with these regulations could be
time-consuming and expensive.
Claims Transmissions.
Certain of our solutions assist our clients in submitting claims to payers,
which claims are governed by federal and state laws. Our solutions are capable of electronically
transmitting claims for services and items rendered by a physician to many patients payers for
approval and reimbursement. Federal law provides civil liability to any person that knowingly
submits a claim to a payer, including, for example, Medicare, Medicaid and private health plans,
seeking payment for any services or items that have not been provided to the patient. Federal law
may also impose criminal penalties for intentionally submitting such false claims. We have
policies and procedures in place that we believe result in the accurate and complete transmission
of claims, provided that the information given to us by our clients is also accurate and complete.
The HIPAA security, privacy and transaction standards, as discussed below, also have a potentially
significant effect on our claims transmission services, since those services must be structured and
provided in a way that supports our clients HIPAA compliance obligations.
Regulation of Medical Devices.
The United States Food and Drug Administration (the FDA) has
declared that certain of our solutions are medical devices that are actively regulated under the
Federal Food, Drug and Cosmetic Act (Act) and amendments to the Act. As a consequence, we are
subject to extensive regulation by the FDA with regard to those solutions that are actively
regulated. Other countries have similar regulations in place related to medical devices, that now
or may in the future apply to certain of our solutions. If other of our solutions are deemed to be
actively regulated medical devices by the FDA or similar regulatory agencies in countries where we
do business, we could be subject to extensive requirements governing pre- and post-marketing
requirements including pre-market notification clearance. Complying with these medical device
regulations on a global perspective is time consuming and expensive. Further, it is possible that
these regulatory agencies may become more active in regulating software that is used in healthcare.
There have been nine FDA inspections since 1998 at various Cerner sites. Inspections conducted at
our world headquarters in 1999 and our prior Houston, Texas facility in 2002 each resulted in the issuance
of an FDA Form 483 that we responded to promptly. The FDA has taken no further action with respect
to either of the Form 483s that were issued in 1999 and 2002. The remaining seven FDA inspections,
including inspections at our world headquarters in 2006 and 2007, resulted in no issuance of a Form
483. We remain subject to periodic FDA inspections and we could be required to undertake
additional actions to comply with the Act and any other applicable regulatory requirements. Our
failure to comply with the Act and any other applicable regulatory requirements could have a
material adverse effect on our ability to continue to manufacture and distribute our solutions.
The FDA has many enforcement tools including recalls, seizures, injunctions, civil fines and/or
criminal prosecutions. Any of the foregoing could have a material adverse effect on our business,
results of operations and financial condition.
Security and Privacy of Patient Information.
State and federal laws regulate the confidentiality
of patient records and the circumstances under which those records may be released. These
regulations govern both the disclosure and use of confidential patient medical record information
and require the users of such information to implement specified security measures. Regulations
currently in place governing electronic health data transmissions continue to evolve and are often
unclear and difficult to apply.
HIPAA
regulations require national standards for some types of electronic health information transactions and
the data elements used in those transactions, security standards to ensure the integrity and
confidentiality of health information and standards to protect the privacy of individually
identifiable health information. Covered entities under HIPAA, which include healthcare
organizations such as our clients, were required to comply with the privacy standards by April
2003, the transaction regulations by October 2003 and the security regulations by April 2005. As a
business associate of the covered entities, we, in most instances, must also ensure compliance with
the HIPAA regulations as it pertains to our clients.
We are unable to predict what interpretations of or changes to the regulations issued
pursuant to HIPAA, might be issued or made in the future or how those interpretations or changes
could affect our business or the costs of compliance with HIPAA. Evolving HIPAA-related laws or
regulations could restrict the ability of our clients to obtain, use or disseminate patient
information. This could adversely affect demand for our solutions if they are not re-designed in a
timely manner in order to meet the requirements of any new interpretations or regulations that seek
to protect the privacy and security of patient data or enable our clients to execute new or
modified healthcare transactions. We may need to expend additional capital, software development
and other resources to modify our solutions and devices to address these evolving data security and
privacy issues.
Interoperability Standards
. Our clients are concerned with and often require that our software
solutions and healthcare devices be interoperable with other third party HIT suppliers. Market
forces or governmental/regulatory authorities could create software interoperability standards that
would apply to our solutions, and if our software solutions and/or healthcare devices are not
consistent with those standards, we could be forced to incur substantial additional development
costs to conform. Currently, the Certification Commission for Healthcare Information Technology
(CCHIT) is developing a comprehensive set of criteria for the functionality, interoperability and
security of various software modules in the HIT industry. Achieving CCHIT certification is
becoming a competitive requirement, resulting in increased software development and administrative
expense to conform to these requirements. If our software solutions and healthcare devices are not
consistent with emerging standards, our market position and sales could be impaired and we may have
to invest significantly in changes to our software solutions and healthcare devices.
We operate in intensely competitive and dynamic industries, and our ability to successfully compete
and continue to grow our business depends on our ability to respond quickly to market changes and
changing technologies and to bring competitive new solutions, devices, features and services to
market in a timely fashion.
The market for healthcare information systems, healthcare devices,
healthcare transactions and life sciences consulting services are intensely competitive,
dynamically evolving and subject to rapid technological and innovative changes. Development of new
proprietary technology or services is complex, entails significant time and expense and may not be
successful. We cannot guarantee that we will be able to introduce new solutions, devices or
services on schedule, or at all, nor can we guarantee that, despite extensive testing, errors will
not be found in our new solution releases, devices or services before or after commercial release,
which could result in solution, device or service delivery redevelopment costs and loss of, or
delay in, market acceptance.
We believe that the principal competitive factors in the healthcare information market include: the
breadth and quality of system and software solution offerings, the stability of the solution
provider, the features and capabilities of the information systems and devices, the ongoing support
for the systems and devices and the potential for enhancements and future compatible software
solutions and devices. Certain of our competitors have greater financial, technical, product
development, marketing and other resources than us and some of our competitors offer software
solutions that we do not offer. Our principal existing competitors
are set forth above Part 1, Item
1 Competition.
In addition, we expect that major software information systems companies, large information
technology consulting service providers and system integrators, start-up companies and others
specializing in the healthcare industry may offer competitive software solutions, devices or
services. We face strong competitors and often face downward price pressure. Additionally, the
pace of change in the healthcare information systems market is rapid and there are frequent new
software solution introductions, software solution enhancements, device introductions, device
enhancements and evolving industry standards and requirements. As a result, our success will
depend upon our ability to: maintain a competitive pricing model, keep pace with technological
change and introduce, on a timely and cost-effective basis, new and enhanced software solutions,
devices and services that satisfy changing client requirements and achieve market acceptance.
There are a limited number of hospitals and other healthcare providers in the U.S. HIT market. As
costs fall, technology improves, and market factors continue to compel investment by healthcare
organizations in solutions and services like ours, market saturation in the U.S. may change the
competitive landscape in favor of larger, more diversified competitors with greater scale.
Risks Related to Our Stock
Our quarterly operating results may vary which could adversely affect our stock price.
Our
quarterly operating results have varied in the past and may continue to vary in future periods,
including, variations from guidance, expectations or historical results or trends. Quarterly
operating results may vary for a number of reasons including accounting policy changes, demand for
our solutions, devices and services, the financial condition of our clients and potential clients,
our long sales cycle, potentially long installation and implementation cycles for larger, more
complex and higher-priced systems and other factors described in this section and elsewhere in this
report. As a result of healthcare industry trends and the market for our
Cerner Millennium
solutions, a large percentage of our revenues are generated by the sale and installation of larger,
more complex and higher-priced systems. The sales process for these systems is lengthy and
involves a significant technical evaluation and commitment of capital and other resources by the
client. Sales may be subject to delays due to changes in clients internal budgets, procedures for
approving large capital expenditures, competing needs for other capital expenditures, availability
of personnel resources and by actions taken by competitors. Delays in the expected sale,
installation or implementation of these large systems may have a significant impact on our
anticipated quarterly revenues and consequently our earnings, since a significant percentage of our
expenses are relatively fixed.
We recognize software revenue upon the completion of standard milestone conditions and the amount
of revenue recognized in any quarter depends upon our and our clients abilities to meet project
milestones. Delays in meeting these milestone conditions or modification of the contract could
result in a shift of revenue recognition from one quarter to another and could have a material
adverse effect on results of operations for a particular quarter.
Our revenues from system sales historically have been lower in the first quarter of the year and
greater in the fourth quarter of the year, primarily as a result of clients year-end efforts to
make all final capital expenditures for the then-current year.
Our sales forecasts may vary from actual sales in a particular quarter.
We use a pipeline
system, a common industry practice, to forecast sales and trends in our business. Our sales
associates monitor
the status of all sales opportunities, such as the date when they estimate that a client will make
a purchase decision and the potential dollar amount of the sale. These estimates are aggregated
periodically to generate a sales pipeline. We compare this pipeline at various points in time to
evaluate trends in our business. This analysis provides guidance in business planning and
forecasting, but these pipeline estimates are by their nature speculative. Our pipeline estimates
are not necessarily reliable predictors of revenues in a particular quarter or over a longer period
of time, partially because of changes in the pipeline and in conversion rates of the pipeline into
contracts that can be very difficult to estimate. A negative variation in the expected conversion
rate or timing of the pipeline into contracts, or in the pipeline itself, could cause our plan or
forecast to be inaccurate and thereby adversely affect business results. For example, a slowdown
in information technology spending, adverse economic conditions or a variety of other factors can
cause purchasing decisions to be delayed, reduced in amount or cancelled, which would reduce the
overall pipeline conversion rate in a particular period of time. Because a substantial portion of
our contracts are completed in the latter part of a quarter, we may not be able to adjust our cost
structure quickly enough in response to a revenue shortfall resulting from a decrease in our
pipeline conversion rate in any given fiscal quarter(s).
The trading price of our common stock may be volatile.
The market for our common stock may
experience significant price and volume fluctuations in response to a number of factors including
actual or anticipated variations in operating results, rumors about our performance or solutions,
devices and services, changes in expectations of future financial performance or estimates of
securities analysts, governmental regulatory action, healthcare reform measures, client
relationship developments, changes occurring in the securities markets in general and other
factors, many of which are beyond our control. As a matter of policy, we do not generally comment
on our stock price or rumors.
Furthermore, the stock market in general, and the markets for software, healthcare and information
technology companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of particular companies. These broad market and industry
fluctuations may adversely affect the trading price of our common stock, regardless of actual
operating performance.
Our Directors have authority to issue preferred stock and our corporate governance documents
contain anti-takeover provisions.
Our Board of Directors has the authority to issue up to
1,000,000 shares of preferred stock and to determine the preferences, rights and privileges of
those shares without any further vote or action by the shareholders. The rights of the holders of
common stock may be harmed by rights granted to the holders of any preferred stock that may be
issued in the future.
In addition, some provisions of our Certificate of Incorporation and Bylaws could make it more
difficult for a potential acquirer to acquire a majority of our outstanding voting stock. This
includes, but is not limited to, provisions that: provide for a classified board of directors,
prohibit shareholders from taking action by written consent and restrict the ability of
shareholders to call special meetings. We are also subject to provisions of Delaware law that
prohibit us from engaging in any business combination with any interested shareholder for a period
of three years from the date the person became an interested shareholder, unless certain conditions
are met, which could have the effect of delaying or preventing a change of control.
Factors that May Affect Future Results of Operations, Financial Condition or Business
Statements made in this report, the Annual Report to Shareholders of which this report is made a
part, other reports and proxy statements filed with the Securities and Exchange Commission,
communications to shareholders, press releases and oral statements made by representatives of the
Company that are not historical in nature, or that state the Companys or managements intentions,
hopes, beliefs, expectations or predictions of the future, may constitute forward-looking
statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as
amended (the Exchange Act). Forward-looking statements can often be identified by the use of
forward-looking terminology, such as could, should, will, intended, continue, believe,
may, expect, hope, anticipate, goal, forecast, plan, guidance or estimate or the
negative of these words, variations thereof or similar expressions. Forward-looking statements are
not guarantees of future performance or results. They involve risks, uncertainties and
assumptions. It is important to note that any such performance and actual results, financial
condition or business, could differ materially from those expressed in such forward-looking
statements. Factors that could cause or contribute to such differences include, but are not
limited to,
those discussed in this Item 1A. Risk Factors and elsewhere herein or in other reports filed with
the SEC. Other unforeseen factors not identified herein could also have such an effect. We
undertake no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes in future operating results,
financial condition or business over time.
Item 2. Properties
World Headquarters
Our world headquarters offices are located in a Company-owned office park in North Kansas City,
Missouri, containing approximately 992,877 gross square feet of useable space (the Campus),
inclusive of the new data center and clinic buildings described below. As of December 29, 2007, we
were using all of the useable space for our U.S. corporate headquarters operations.
In June 2007, the Company completed construction of the world headquarters Technology Center, a
135,161 square foot data center facility on the Campus. We deliver remote hosting, disaster
recovery and other services to our clients from this facility.
In February 2006, we completed construction on the Campus of a 13,136 square foot addition to the
2901 Rockcreek Parkway building to house Health
e
Clinic, a wholly-owned subsidiary, which provides
primary care medical services for our associates and their family members.
In 2004, we purchased approximately 12 acres of unimproved real estate adjacent to the Campus for
campus expansion. This land was purchased to provide a secondary entry into the Campus and to
provide for future building development as needed. The first phase of development was a roadway
extension and second entry point into the Campus. The second phase of development is the data
center facility described above. Future development of this land is undetermined at this time.
Other Properties
In February 2007, we entered into a long-term lease for 480,700 gross square feet of property
located in Kansas City, Missouri. This office space, known as the Innovation Campus, houses
associates from our intellectual property organizations. In April and August 2007, additional
space was added to this lease so that the Innovation Campus now consists of 828,740 square feet,
including the daycare facility listed below.
In July 2007, we entered into a lease for 36,800 gross square feet of property located in Kansas
City, MO, near the Innovation Campus, which is the home for our Innovation Kids Learning Center,
providing on-site daycare for Cerner associate families.
In June 2005, we purchased 263,512 gross square feet of property located in Kansas City, Missouri.
The office space, known as the Cerner Oaks Campus, houses associates from the
CernerWorks
group and
associates of Cerners wholly-owned subsidiary, Health
e
Exchange.
We also own property located along the north riverbank of the Missouri River, approximately two
miles from the Campus. This property consists of a 96,318 gross square foot building and a
1,300-car parking garage. The building has been renovated for use as a corporate training, meeting
and event center for the Company and third parties. We have also made use of the parking garage to
meet overflow-parking demands on the Campus.
In February 2007, we acquired a lease for an additional office in Garden Grove, California, as part
of the Etreby Computer Company, Inc. acquisition.
As of the end of February 2008, the Company leased office space in: Birmingham, Alabama; Beverly
Hills and Garden Grove, California; Denver, Colorado; Overland Park, Kansas; Waltham,
Massachusetts; Bel Air, Maryland; Minneapolis and Rochester, Minnesota; Kansas City, Missouri;
Charlotte, North Carolina; Beaverton, Oregon; Blue Bell, Pennsylvania; and Vienna, Virginia. The
Company operates one of its data centers in leased space in Lees Summit, Missouri. Globally, the
Company also leases office space in: Brisbane, Sydney and Melbourne, Australia; Brussels, Belgium;
London-Ontario, Canada; Hong Kong, China; Paris, France; Herzogenrath and Idstein, Germany;
Bangalore, India; Dublin, Ireland; Kuala
Lumpur, Malaysia; Ngee Ann City, Singapore; Barcelona and Madrid, Spain; London and Slough,
England; and, Abu Dhabi and Dubai Internet City, United Arab Emirates.
In 2007, our Overland Park, Kansas office housing associates with our Cerner BeyondNow, Inc.
subsidiary was closed as we relocated many associates to the Innovation Campus and/or the necessary
business functions to other Company offices, and we entered into a new agreement for office space
in Overland Park, Kansas for operations related to Cerners wholly-owned subsidiary, Cerner
Innovation, Inc.
Also in 2007, our Sterling, Virginia office was closed as we relocated many associates and/or the
necessary business functions to other Company offices.
Item 3. Legal Proceedings
We have no material pending litigation.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the shareholders of the Company during the fourth quarter of
the fiscal year ended December 29, 2007.
PART II
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Item 5.
|
|
Market for the Registrants Common Equity and Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
The Companys common stock trades on
The NASDAQ Global Select Market
SM
under the symbol
CERN. The following table sets forth the high, low and last sales prices for the fiscal quarters
of 2007 and 2006 as reported by
The Nasdaq Stock Market
®
.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
|
High
|
|
Low
|
|
Last
|
|
High
|
|
Low
|
|
Last
|
First Quarter
|
|
$
|
56.25
|
|
|
$
|
44.11
|
|
|
$
|
54.45
|
|
|
$
|
49.38
|
|
|
$
|
40.33
|
|
|
$
|
47.45
|
|
Second Quarter
|
|
|
60.43
|
|
|
|
52.20
|
|
|
|
55.47
|
|
|
|
47.99
|
|
|
|
34.70
|
|
|
|
37.20
|
|
Third Quarter
|
|
|
66.17
|
|
|
|
52.32
|
|
|
|
59.81
|
|
|
|
47.75
|
|
|
|
32.50
|
|
|
|
45.40
|
|
Fourth Quarter
|
|
|
65.92
|
|
|
|
53.50
|
|
|
|
57.58
|
|
|
|
50.58
|
|
|
|
44.11
|
|
|
|
45.50
|
|
At February 22, 2008, there were approximately 1,169 owners of record
.
To date, the Company has
paid no cash dividends and it does not intend to pay cash dividends in the foreseeable future.
Management believes it is in the shareholders best interest for the Company to reinvest funds in
the operation of the business.
Item 6. Selected Financial Data
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|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
|
2003
|
(In thousands, except per share data)
|
|
(1)(2)(3)(4)
|
|
(1)(4)(5)
|
|
(6)(7)
|
|
(8)(9)
|
|
|
|
|
Statement of Earnings Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,519,877
|
|
|
$
|
1,378,038
|
|
|
$
|
1,160,785
|
|
|
$
|
926,356
|
|
|
$
|
839,587
|
|
Operating earnings
|
|
|
204,083
|
|
|
|
166,167
|
|
|
|
140,436
|
|
|
|
111,464
|
|
|
|
78,097
|
|
Earnings before income taxes
|
|
|
203,967
|
|
|
|
167,544
|
|
|
|
135,244
|
|
|
|
107,920
|
|
|
|
71,222
|
|
Net earnings
|
|
|
127,125
|
|
|
|
109,891
|
|
|
|
86,251
|
|
|
|
64,648
|
|
|
|
42,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1.60
|
|
|
|
1.41
|
|
|
|
1.16
|
|
|
|
0.90
|
|
|
|
0.61
|
|
Diluted
|
|
|
1.53
|
|
|
|
1.34
|
|
|
|
1.10
|
|
|
|
0.86
|
|
|
|
0.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
79,395
|
|
|
|
77,691
|
|
|
|
74,144
|
|
|
|
72,174
|
|
|
|
70,710
|
|
Diluted
|
|
|
83,218
|
|
|
|
81,723
|
|
|
|
78,090
|
|
|
|
75,142
|
|
|
|
72,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$
|
530,441
|
|
|
$
|
444,656
|
|
|
$
|
391,541
|
|
|
$
|
310,229
|
|
|
$
|
246,412
|
|
Total assets
|
|
|
1,689,956
|
|
|
|
1,496,433
|
|
|
|
1,303,629
|
|
|
|
982,265
|
|
|
|
854,252
|
|
Long-term debt, excluding current installments
|
|
|
177,606
|
|
|
|
187,391
|
|
|
|
194,265
|
|
|
|
108,804
|
|
|
|
124,570
|
|
Shareholders equity
|
|
|
1,132,428
|
|
|
|
922,294
|
|
|
|
760,533
|
|
|
|
597,485
|
|
|
|
494,680
|
|
|
|
|
(1)
|
|
Includes share-based compensation expense recognized in accordance with
Statement of Financial Accounting Standards No. 123R. The impact of including this
expense is a $10.2 million decrease, net of $6.0 million tax benefit, in net earnings
and a decrease to diluted earnings per share of $.12 in 2007 and a $11.7 million
decrease, net of $7.3 million tax benefit, in net earnings and a decrease to diluted
earnings per share of $.14 in 2006.
|
|
(2)
|
|
Includes a research and development write-off related to the
RxStation
medication dispensing devices. In connection with production and delivery of the
RxStation
medication dispensing devices, the Company reviewed the accounting treatment
for the
RxStation
line of devices and determined that $8.6 million of research and
development activities for the
RxStation
medication dispensing devices that should have
been expensed was incorrectly capitalized. The impact of this charge is a $5.4 million
decrease, net of $3.2 million tax benefit, in net earnings and a decrease to diluted
earnings per share of $.06 in the year ended December 29, 2007, $2.1 million of this
$5.4 million after tax amount recorded in 2007 related to periods prior to 2007.
|
|
(3)
|
|
Includes a $3.1 million tax benefit recorded in 2007 related to periods prior
to 2007. The tax benefit relates to the over-expensing of state income taxes, which
resulted in an increase to diluted earnings per share of $.04 in the year ended
December 29, 2007.
|
|
(4)
|
|
Includes an adjustment to correct the amounts previously reported for the
second quarter of 2007 for a previously disclosed out-of-period tax item relating to
foreign net operating losses. The effect of this adjustment increases tax expense for
the year ended December 29, 2007, by $4.2 million and increases January 1, 2005
retained earnings (Shareholders Equity) by the same amount.
|
|
|
|
(5)
|
|
Includes a tax benefit of $2.0 million for adjustments relating to prior
periods. This results in an increase to diluted earnings per share of $.02.
|
|
(6)
|
|
Includes a tax benefit of $4.8 million relating to the carry-back of a capital
loss generated by the sale of Zynx Health Incorporated (Zynx) in the first quarter of
2004. The impact of this refund claim is a $4.8 million increase in net earnings and
an increase in diluted earnings per share of $.06 for 2005.
|
|
(7)
|
|
Includes a charge for the write-off of acquired in process research and
development related to the acquisition of the medical business division of VitalWorks,
Inc. The impact of this charge is a $3.9 million decrease, net of $2.4 million tax
benefit, in net earnings and a decrease to diluted earnings per share of $.05 for 2005.
|
|
(8)
|
|
Includes a gain on the sale of Zynx. The impact of this gain is a $3.0 million
increase in net earnings and increase to diluted earnings per share of $.04 for 2004.
|
|
(9)
|
|
Includes a charge for vacation accrual of $3.3 million included in general and
administrative. The impact of this charge is a $2.1 million decrease, net of $1.2
million tax benefit, in net earnings and a decrease to diluted earnings per share of
$.03 for 2004.
|
|
|
|
Item 7.
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
The following Management Discussion and Analysis (MD&A) is intended to help the reader understand
the results of operations and financial condition of Cerner Corporation (Cerner or the
Company). This MD&A is provided as a supplement to, and should be read in conjunction with, our
financial statements and the accompanying notes to the financial statements (Notes).
Management Overview
Cerner primarily derives revenue by selling, implementing and supporting software solutions,
clinical content, hardware, healthcare devices and services that give healthcare providers secure
access to clinical, administrative and financial data in real time, allowing them to improve the
quality, safety and efficiency in the delivery of healthcare. We implement the healthcare
solutions as stand-alone, combined or enterprise-wide systems.
Cerner Millennium
software solutions
can be managed by the Companys clients or in the Companys data center via a managed services
model.
Our fundamental strategy has always centered on creating organic growth by investing in research
and development (R&D) to create solutions and services for the healthcare industry. This strategy
has driven strong growth over the long-term, with revenue growing at compound annual rates of more
than 14% over the past three-, five- and ten-year periods. This growth has also created a very
strategic client base of more than 6,000 hospital, health system, physician practice, clinic,
laboratory and pharmacy client sites around the world. Selling additional solutions back into this
client base is an important element of Cerners future revenue growth. We are also focused on
driving growth through market share expansion by replacing competitors in healthcare settings that
are looking to replace their current HIT suppliers or by creating new business relationships with
those healthcare organizations that have not yet strategically aligned with a supplier. We also
expect to drive growth through new initiatives that reflect our ongoing ability to innovate such as
our
CareAware
healthcare device architecture and devices, Health
e
employer services, physician
practice solutions and solutions and services for the pharmaceutical market. Finally, we expect
continued strong revenue contributions from the sale of our solutions and services outside of the
U.S. Many non-U.S. markets have a low penetration of HIT solutions and their governing bodies are
in many cases prepared to purchase HIT solutions and services.
Beyond our strategy for driving revenue growth, we are also focused on earnings growth. Our net
earnings have increased at more than 20% compound annual rates over three-, five- and ten-year
periods. We believe we can continue driving strong levels of earnings growth by leveraging key
areas to create operating margin expansion. The primary areas of opportunity for margin expansion
include:
|
|
|
becoming more efficient at implementing our software by leveraging implementation
support services and methodologies we have developed that can reduce the amount of effort
required to implement our software;
|
|
|
|
|
leveraging our investments in R&D by addressing new markets (i.e., non-U.S.) that do not
require significant incremental R&D but can contribute significantly to revenue growth;
and,
|
|
|
|
|
leveraging our scalable business infrastructure to reduce the rate of increase in
general and administrative spending to below our revenue growth rate.
|
We are also focused on increasing cash flow by growing earnings, reducing the use of working
capital and controlling capital expenditures. While 2007 was a year of heavy capital investment
because of investments in a new data center to support our rapidly growing hosting business and
purchasing new buildings to accommodate growth in our associate base, we expect capital spending to
decrease in 2008.
Results Overview
In 2007, we continued to execute on our core strategies to drive revenue growth, expand operating
margins, grow earnings and generate good cash flow. The 2007 results included strong levels of
bookings, earnings and cash flow. New business bookings revenue in 2007, which reflects the value
of executed contracts for software, hardware, services and managed services (hosting of software in
the Companys data center) was $1.51 billion, which is an increase of 14% when compared to $1.32
billion in 2006. The 2007 and 2006 bookings exclude bookings related to the Companys
participation in the National Health Services (NHS) initiative to automate clinical processes and
digitize medical records in England in the amount of $97.8 million and $154.2 million,
respectively. Revenues for 2007 increased 10% to $1.52 billion compared to $1.38 billion in 2006,
driven primarily by an increase in support, maintenance and services revenues.
The 2007 net earnings increased 16% to $127.1 million compared to $109.9 million in 2006. Diluted
earnings per share increased 14% to $1.53 compared to $1.34 in 2006. The 2007 and 2006 net
earnings and diluted earnings per share reflect the impact of accounting pursuant to Statement of
Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, which requires the expensing
of stock options. The effect of accounting under SFAS 123R reduced the 2007 net earnings and
diluted earnings per share by $10.2 million and $0.12, and the 2006 earnings and diluted earnings
per share by $11.7 million and $0.14, respectively. The growth in net earnings and diluted
earnings per share was driven primarily by continued progress with the Companys margin expansion
initiatives, particularly improving professional services margins and leveraging R&D investments.
Our 2007 operating margin was 13%, and we remain on target with our desire to achieve our long term
goal of 20% operating margins.
We had cash collections of receivables of $1.65 billion in 2007 compared to $1.46 billion in 2006,
with the increase driven by increased billings. Days sales outstanding increased to 90 days for
the quarter ended December 29, 2007 compared to 87 days for the quarter ended December 30, 2006.
This increase was driven by an increase in billed receivables as opposed to unbilled items.
Operating cash flows for 2007 were $274.6 million compared to $232.7 million in 2006.
This year also included progress on our strategic initiatives that, while not yet material to our
current results, are an important part of our longer-term growth strategy.
In 2007, we made progress in selling and implementing our
CareAware
healthcare device connectivity
platform that allows medical devices to be connected to an electronic medical record through a
USB-like connection. During 2007, more than 20 clients purchased this solution, with several going
live during the year. Initial sales have been to our existing clients, but our
CareAware
architecture gives us the ability to market outside of our installed base, which we expect to do in
the future. In 2008, we also expect to continue expanding the number of devices supported by the
CareAware
architecture, which will increase our market opportunity.
We also delivered our first production
CareAware RxStation
medication dispensing devices in 2007.
RxStation
medication dispensing devices and solutions automate the medication process so both
nursing and pharmacy can provide safer care and better management of the medication dispensing and
administration process. In 2008, we expect to leverage our success with early adopter clients and
increase marketing of the
RxStation
devices, with initial efforts focused inside our installed
base.
In 2007, we also continued to make progress across our employer-focused initiatives that we call
Health
e
employer services, which are targeted at employers looking to reduce health plan
administrative costs and improve the health of their employees. In 2007, Cerners Health
e
Exchange
became the third party administrator (TPA) for three employers representing more than 10,000
covered lives. Our TPA approach aims to help employers reduce healthcare friction, such as delays
in billing statements and provider payments, resulting in lower costs. And our Health
e
Clinic was
selected by a Fortune 500 technology company to provide a fully-automated employer-based clinic,
modeled after our successful on-site clinic that has helped improve productivity of our workforce
and provided cost savings to our health plan and the participants in the health plan.
Healthcare Information Technology Market Outlook
We have
provided a detailed assessment of the healthcare information
technology market Part 1, Item
1 The Healthcare and Healthcare IT Industry.
Results of Operations
Year Ended December 29, 2007, Compared to Year Ended December 30, 2006
The Companys net earnings increased 16% to $127,125,000 in 2007 from $109,891,000 in 2006. The
effects of SFAS No. 123R, which requires the expensing of stock options, decreased net earnings in
2007 and 2006 by $10,159,000, net of $6,030,000 tax benefit and $11,746,000, net of $7,275,000 tax
benefit, respectively.
Revenues increased 10% to $1,519,877,000 in 2007, compared with $1,378,038,000 in 2006. The
revenue composition for 2007 was $500,319,000 in system sales, $397,713,000 in support and
maintenance, $585,067,000 in services and $36,778,000 in reimbursed travel.
|
|
|
System sales revenues decreased 1% to $500,319,000 in 2007 from $505,743,000 in 2006.
Included in system sales are revenues from the sale of software, hardware, sublicensed
software, deployment period licensed software upgrade rights, installation fees,
transaction processing and subscriptions. The slight decrease in system sales was
primarily attributable to a decrease in software revenue, which was largely offset by an
increase in hardware, sublicensed software, and subscriptions revenue. We believe the
decline in software revenue was primarily caused by much of our client base being focused
on upgrading to the
Cerner Millennium
2007 release. Cerner generally sells a perpetual
license, so our clients do not have to pay new license fees when they upgrade to a new
version of our software, so the focus by much of our base on implementing the upgrade
impacted our software sales. We believe this upgrade cycle will have a smaller impact
going forward, and we expect software revenue to grow in 2008.
|
|
|
|
|
Support, maintenance and services revenues increased 18% to $982,780,000 in 2007 from
$833,244,000 in 2006. Included in support, maintenance and services revenues are support
and maintenance of software and hardware, professional services excluding installation, and
managed services. A summary of the Companys support, maintenance and services revenues in
2007 and 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
|
|
Support and maintenance revenues
|
|
$
|
397,713
|
|
|
$
|
340,416
|
|
Services revenue
|
|
|
585,067
|
|
|
|
492,828
|
|
|
|
|
Total support, maintenance, and services revenues
|
|
$
|
982,780
|
|
|
$
|
833,244
|
|
|
|
|
|
|
The $92,239,000, or 19%, increase in services revenue was attributable to growth in
CernerWorks
managed services and increased professional services utilization rates. The
$57,297,000, or 17%, increase in support and maintenance revenues is attributable to
continued success at selling
Cerner Millennium
applications, implementing them at client
sites, and initiating billing for support and maintenance fees.
|
|
|
|
Contract backlog, which reflects new business bookings that have not yet been recognized
as revenue, increased 24% in 2007 compared to 2006. This increase was driven by growth in
new business bookings during the past four quarters, including continued strong levels of
managed services bookings that typically have longer contract terms. A summary of the
Companys total backlog for 2007 and 2006 follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
|
|
Contract backlog
|
|
$
|
2,712,195
|
|
|
$
|
2,194,460
|
|
Support and maintenance backlog
|
|
|
541,095
|
|
|
|
469,473
|
|
|
|
|
Total backlog
|
|
$
|
3,253,290
|
|
|
$
|
2,663,933
|
|
|
|
|
The cost of revenues was 18% of total revenues in 2007 and 21% in 2006. The cost of revenues
includes the cost of reimbursed travel expense, sales commissions, third party consulting services
and subscription content, computer hardware and sublicensed software purchased from hardware and
software manufacturers for delivery to clients. It also includes the cost of hardware maintenance
and sublicensed software support subcontracted to the manufacturers. Such costs, as a percent of
revenues, typically have varied as the mix of revenue (software, hardware, maintenance, support,
services and reimbursed travel) carrying different margin rates changes from period to period. The
decline in cost of revenues as a percent of revenue is primarily associated with lower commissions
and third party costs on licensed software sales and a higher mix of support, maintenance and
services revenues, which have a lower cost of revenue.
Total operating expenses, excluding cost of revenues, increased 12% to $1,035,684,000 in 2007 from
$920,901,000 in 2006. Accounting pursuant to SFAS 123(R), which results in the expensing of
share-based compensation, impacted expenses in 2007 and 2006 as indicated below:
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
|
|
Sales and client service expenses
|
|
$
|
9,518
|
|
|
$
|
11,412
|
|
Software development expense
|
|
|
3,032
|
|
|
|
4,269
|
|
General and administrative expenses
|
|
|
3,639
|
|
|
|
3,340
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
16,189
|
|
|
$
|
19,021
|
|
|
|
|
|
|
|
Sales and client service expenses as a percent of total revenues were 43% and 42% in
2007 and 2006, respectively. These expenses increased 14% to $657,956,000 in 2007, from
$578,050,000 in 2006. Sales and client service expenses include salaries of sales and
client service personnel, communications expenses, unreimbursed travel expenses, expense
for share-based payments, sales and marketing salaries and trade show and advertising
costs. The increase was primarily attributable to growth in
CernerWorks
managed services
business.
|
|
|
|
|
Total expense for software development in 2007 increased 10% to $270,576,000, from
$246,970,000 in 2006. The increase in aggregate expenditures for software development in
2007 was due to continued development and enhancement of the
Cerner Millennium
platform and
software solutions and investments in new initiatives, such as
RxStation
medication
dispensing devices. Included in 2007 software development expense is $8.6 million of
research and development activities for the
RxStation
medical dispensing device. $3.4
million of this amount recorded in 2007 is related to periods prior to 2007. A summary of
the Companys total software development expense in 2007 and 2006 is as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
|
|
Software development costs
|
|
$
|
283,086
|
|
|
$
|
262,163
|
|
Capitalized software costs
|
|
|
(64,789
|
)
|
|
|
(59,991
|
)
|
Capitalized costs related to share-based payments
|
|
|
(1,196
|
)
|
|
|
(952
|
)
|
Amortization of capitalized software costs
|
|
|
53,475
|
|
|
|
45,750
|
|
|
|
|
Total software development expense
|
|
$
|
270,576
|
|
|
$
|
246,970
|
|
|
|
|
|
|
|
General and administrative expenses as a percent of total revenues were 7% in 2007 and
2006. These expenses increased 12% to $107,152,000 in 2007 from $95,881,000 in 2006. This
increase was due primarily to the growth of the Companys core business and increased
presence in the global market. General and administrative expenses include salaries for
corporate, financial and administrative staff, utilities, communications expenses,
professional fees, the transaction gains or losses on foreign currency and expense for
share-based payments. The Company recorded a net transaction gain on foreign currency of
$3,691,000 and $3,764,000 in 2007 and 2006, respectively.
|
Net interest income was $1,269,000 in 2007, compared with net interest expense of $697,000 in 2006.
Interest income increased to $13,206,000 in 2007 from $11,877,000 in 2006, due primarily to higher
yields on cash and short term investments. Interest expense decreased to $11,937,000 in 2007 from
$12,574,000 in 2006, due primarily to a reduction in long-term debt.
Other expense was $1,385,000 in 2007, compared to other income of $2,074,000 in 2006. Included in
2006 other income is a gain recorded in the first quarter of 2006 related to the renegotiation of a
supplier contract that eliminated a liability related to unfavorable future commitments due to that
supplier. The Company was able to renegotiate the contract to eliminate certain minimum volume
requirements and reduce pricing to market rates leading to the elimination of the previously
recorded liability.
The Companys effective tax rate was 38% and 34% in 2007 and 2006, respectively. The change in tax
rate was principally related to the creation of a valuation allowance
in a non-U.S. jurisdiction in
2007.
During the second quarter of 2007, the Company determined that due to a change in circumstances in
the quarter, it is more likely than not that certain tax operating loss carry-forwards in a non-U.S.
jurisdiction would not be realized resulting in the recognition of a valuation allowance totaling
approximately $7,982,000.
Tax expense for 2007 and 2006 includes benefits of approximately $3,125,000 and $1,994,000,
respectively for adjustments relating to prior periods.
Operations by Segment
The
Company has two operating segments, Domestic and Global.
The following table presents a summary of the operating information for the years ended 2007 and
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
Operating Segments
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
Revenues
|
|
$
|
1,227,434
|
|
|
$
|
290,677
|
|
|
$
|
1,766
|
|
|
$
|
1,519,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
221,154
|
|
|
|
53,367
|
|
|
|
5,589
|
|
|
|
280,110
|
|
Operating expenses
|
|
|
331,124
|
|
|
|
151,355
|
|
|
|
553,205
|
|
|
|
1,035,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
552,278
|
|
|
|
204,722
|
|
|
|
558,794
|
|
|
|
1,315,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
675,156
|
|
|
$
|
85,955
|
|
|
$
|
(557,028
|
)
|
|
$
|
204,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
Operating Segments
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
Revenues
|
|
$
|
1,166,662
|
|
|
$
|
207,367
|
|
|
$
|
4,009
|
|
|
$
|
1,378,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
251,574
|
|
|
|
39,224
|
|
|
|
172
|
|
|
|
290,970
|
|
Operating expenses
|
|
|
308,085
|
|
|
|
107,571
|
|
|
|
505,245
|
|
|
|
920,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
559,659
|
|
|
|
146,795
|
|
|
|
505,417
|
|
|
|
1,211,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
607,003
|
|
|
$
|
60,572
|
|
|
$
|
(501,408
|
)
|
|
$
|
166,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Segment
The Companys Domestic segment includes revenue contributions and expenditures associated with
business activity in the United States.
Operating earnings increased 11% to $675,156,000 in 2007 from $607,003,000 in 2006.
|
|
|
Revenues increased 5% to $1,227,434,000 in 2007 from $1,166,662,000 in 2006. This
increase was primarily driven by growth in managed services and support and maintenance.
|
|
|
|
|
Cost of revenues was 18% and 22% in 2007 and 2006, respectively. The decline was driven
primarily by lower commissions and third party costs on licensed software sales, lower
hardware sales, and a higher mix of support, maintenance and services revenues, which have
a lower cost of revenue.
|
|
|
|
|
Operating expenses increased 7% for the year ended December 29, 2007, as compared to the
year ended December 30, 2006, due primarily to growth in managed services.
|
Global Segment
The
Companys global segment includes revenue contributions and expenditures linked to business
activity in Australia, Austria, Belgium, Canada, Cayman Islands, China (Hong Kong), Egypt,
England, France, Germany, India, Ireland, Malaysia, Puerto Rico, Saudi Arabia, Singapore, Spain
Sweden, Switzerland and the United Arab Emirates.
Operating earnings increased 42% to $85,955,000 in 2007 from $60,572,000 in 2006.
|
|
|
Revenues increased 40% to $290,677,000 in 2007 from $207,367,000 in 2006. Approximately
one third of this increase was driven by an increase in revenue from the Companys
participation in the National Health Service (NHS) initiative to automate clinical
processes and digitize medical
|
|
|
|
records in England. The increase in global revenue was also driven by growth in several
other countries, including Malaysia, Australia, Egypt, France, Spain, and the United Arab
Emirates. Revenue related to the NHS initiative that is being accounted for at zero margin
totaled $96,000,000 and $71,000,000 for the 2007 and 2006 fiscal years, respectively. These
revenues did not affect operating earnings as the Company is accounting for them at
zero-margin using a zero-margin approach of applying percentage-of-completion accounting
until either the software customization and development services are completed or the
Company is able to determine fair value for the support services. The Company expects to
recognize margin on the arrangements by 2009. The remaining unrecognized portion of the fee
will be recognized over the remaining term of the arrangement, which expires in 2014.
|
|
|
|
|
Cost of revenues was 18% and 19% in 2007 and 2006, respectively. The lower cost of
revenues was driven by a slightly higher mix of support, maintenance and services revenues,
which have a lower cost of revenue.
|
|
|
|
|
Operating expenses for the year ended December 29, 2007 increased 41%, compared to the
year ended December 30, 2006, primarily due to hiring personnel for the projects in England
and supporting growth in other global regions.
|
Other Segment
The Companys Other segment includes revenues and expenses which are not tracked by geographic
segment. Operating losses increased 11% to $557,028,000 in 2007 from $501,408,000 in 2006. This
increase was primarily due to an increase in operating expenses such as software development,
marketing, general and administrative, share-based compensation expense and depreciation.
Year Ended December 30, 2006, Compared to Year Ended December 31, 2005
The Companys net earnings increased 27% to $109,891,000 in 2006 compared to $86,251,000 in 2005.
Net earnings for 2006 include adjustments for approximately $1,994,000 of tax benefit for items
relating to prior periods. 2006 net earnings also reflect the impact of accounting pursuant to
Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, which requires
the expensing of stock options. The effect of accounting under SFAS 123R reduced the 2006 net
earnings by $11,746,000 (net of taxes). Net earnings for 2005 included an adjustment in the third
quarter of 2005 related to a prior period for a tax benefit from the carry-back of a capital loss
generated by the sale of Zynx of $4,794,000 and the write-off of acquired in-process research and
development in the first quarter of 2005 of $3,941,000, net of a $2,441,000 tax benefit.
Revenues increased 19% to $1,378,038,000 in 2006 from $1,160,785,000 in 2005. The revenue
composition for 2006 was $505,743,000 in system sales, $340,416,000 in support and maintenance,
$492,828,000 in services and $39,051,000 in reimbursed travel.
|
|
|
System sales increased 12% to $505,743,000 in 2006 from $449,734,000 in 2005. Included
in system sales are revenues from the sale of software, hardware, sublicensed software,
deployment period licensed software upgrade rights, installation fees, transaction
processing and subscriptions. System sales growth in 2006 was driven by strong growth of
software, hardware and subscriptions.
|
|
|
|
|
Support, maintenance and service revenues increased 23% to $833,244,000 in 2006 from
$677,664,000 in 2005. Included in support, maintenance and services revenues are support
and maintenance of software and hardware, professional services excluding installation, and
managed services. A summary of the Companys support, maintenance and services revenues in
2006 and 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2006
|
|
2005
|
|
|
|
Support and maintenance revenues
|
|
$
|
340,416
|
|
|
$
|
296,716
|
|
Services revenue
|
|
|
492,828
|
|
|
|
380,948
|
|
|
|
|
Total support, maintenance, and services revenues
|
|
$
|
833,244
|
|
|
$
|
677,664
|
|
|
|
|
|
|
|
The $111,880,000, or 29%, increase in services revenues was attributable to growth in professional services and
CernerWorks
managed services. The $43,700,000, or 15%, increase
in support and maintenance revenues is attributable to continued success at selling
Cerner Millennium
applications, implementing them at client sites, and initiating billing for
support and maintenance fees.
|
|
|
|
|
Contract backlog, which reflects new business bookings that have not yet been recognized
as revenue, increased 27% in 2006 compared to 2005. This increase is due to a strong
increase in new business bookings in 2006 compared to 2005. A summary of the Companys
2006 and 2005 total backlog follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2006
|
|
2005
|
|
|
|
Contract backlog
|
|
$
|
2,194,460
|
|
|
$
|
1,724,583
|
|
Support and maintenance backlog
|
|
|
469,473
|
|
|
|
415,681
|
|
|
|
|
Total backlog
|
|
$
|
2,663,933
|
|
|
$
|
2,140,264
|
|
|
|
|
The cost of revenues was 21% of total revenues in 2006 and 22% of total revenues in 2005. The cost
of revenues includes the cost of reimbursed travel expense, sales commissions, third party
consulting services and subscription content, computer hardware and sublicensed software purchased
from hardware and software manufacturers for delivery to clients. It also includes the cost of
hardware maintenance and sublicensed software support subcontracted to the manufacturers. Such
costs, as a percent of revenues, typically have varied as the mix of revenue (software, hardware,
maintenance, support, services and reimbursed travel) carrying different margin rates changes from
period to period. The decrease in the cost of revenue as a percent of total revenues resulted
principally from strong levels of software sales and strong growth in services that do not have a
high level of associated third party costs.
Total operating expenses, excluding cost of revenues, increased 20% to $920,901,000 in 2006 from
$765,663,000 in 2005. Accounting pursuant to SFAS 123(R), which results in the expensing of
share-based compensation, impacted expenses as indicated below:
|
|
|
|
|
(In thousands)
|
|
2006
|
|
|
|
|
Sales and client service expenses
|
|
$
|
11,412
|
|
Software development expense
|
|
|
4,269
|
|
General and administrative expenses
|
|
|
3,340
|
|
|
|
|
|
Total stock-based compensation expense
|
|
$
|
19,021
|
|
|
|
|
|
|
|
|
Sales and client service expenses as a percent of total revenues were 42% and 40% in
2006 and 2005, respectively. The increase in total sales and client service expenses to
$578,050,000 in 2006 from $466,206,000 in 2005 was primarily due to an increase in
personnel expenses associated with the strong growth in our professional services and
managed services businesses and an increased presence in the global market. Sales and
client service expenses include salaries of sales and client service personnel,
communications expenses, unreimbursed travel expenses, expense for share-based payments,
sales and marketing salaries and trade show and advertising costs.
|
|
|
|
Total expense for software development in 2006 increased 17% to $246,970,000, from
$211,455,000 in 2005. The increase in aggregate expenditures for software development in
2006 was due to continued development and enhancement of the
Cerner Millennium
platform and
software solutions. A summary of the Companys total software development expense for 2006
and 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2006
|
|
2005
|
|
|
|
Software development costs
|
|
$
|
262,163
|
|
|
$
|
225,606
|
|
Capitalized software costs
|
|
|
(59,991
|
)
|
|
|
(62,039
|
)
|
Capitalized costs related to share-based payments
|
|
|
(952
|
)
|
|
|
|
|
Amortization of capitalized software costs
|
|
|
45,750
|
|
|
|
47,888
|
|
|
|
|
Total software development expense
|
|
$
|
246,970
|
|
|
$
|
211,455
|
|
|
|
|
|
|
|
General and administrative expenses as a percent of total revenues were 7% in both 2006
and 2005. Total general and administrative expenses were $95,881,000 and $81,620,000 for
2006 and 2005, respectively. The increase was due primarily to growth in the Companys core
business and increased presence in the global market. General and administrative
expenses include salaries for corporate, financial and administrative staffs, utilities,
communications expenses, professional fees and the transaction gains or losses on foreign
currency. The Company had net transaction gains on foreign currency of $3,764,000 for 2006
compared to $2,700,000 for 2005.
|
|
|
|
2005 includes a write-off of in process research and development in the amount of $3,941,000, net of $2,441,000 tax benefit, related to the acquisition of the medical division of VitalWorks.
|
Net interest expense was $697,000 in 2006 compared to $5,858,000 in 2005. Interest income
increased to $11,877,000 in 2006 from $3,871,000 in 2005, due primarily to higher interest rates
and a higher cash balance. Interest expense increased to $12,574,000 in 2006 from $9,729,000 in
2005, due primarily to a higher level of debt during 2006.
Other income was $2,074,000 in 2006 compared to $666,000 in 2005. Included in other income is
income from office space leased to third parties. 2006 other income also includes a gain recorded
in the first quarter of 2006 related to the renegotiation of a supplier contract that eliminated a
liability related to unfavorable future commitments due to that supplier. The Company was able to
renegotiate the contract to eliminate certain minimum volume requirements and reduce pricing to
market rates leading to the elimination of the previously recorded liability. The increase in other
income in 2006 was driven by this gain and by higher lease income.
The Companys effective tax rate was 34% and 36% in 2006 and 2005, respectively. Tax expense for
2006 includes benefits of approximately $1,994,000 for adjustments relating to prior periods. Tax
expense for 2005 includes an adjustment that reduced tax expense related to a prior period for a
tax benefit from the carry-back of a capital loss generated by the sale of Zynx of $4,749,000.
Adjusting for these items, the effective tax rates were 36% and 40% in 2006 and 2005, respectively.
Operations by Segment
The
Company has two operating segments, Domestic and Global.
The following table presents a summary of the operating information for the years ended 2006 and
2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segments
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
Revenues
|
|
$
|
1,166,662
|
|
|
$
|
207,367
|
|
|
$
|
4,009
|
|
|
$
|
1,378,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
251,574
|
|
|
|
39,224
|
|
|
|
172
|
|
|
|
290,970
|
|
Operating expenses
|
|
|
308,085
|
|
|
|
107,571
|
|
|
|
505,245
|
|
|
|
920,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
559,659
|
|
|
|
146,795
|
|
|
|
505,417
|
|
|
|
1,211,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
607,003
|
|
|
$
|
60,572
|
|
|
$
|
(501,408
|
)
|
|
$
|
166,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segments
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
Revenues
|
|
$
|
1,043,804
|
|
|
$
|
113,317
|
|
|
$
|
3,664
|
|
|
$
|
1,160,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
238,096
|
|
|
|
17,189
|
|
|
|
(599
|
)
|
|
|
254,686
|
|
Operating expenses
|
|
|
288,098
|
|
|
|
48,098
|
|
|
|
429,467
|
|
|
|
765,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
526,194
|
|
|
|
65,287
|
|
|
|
428,868
|
|
|
|
1,020,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
517,610
|
|
|
$
|
48,030
|
|
|
$
|
(425,204
|
)
|
|
$
|
140,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Segment
The Companys domestic segment includes revenue contributions and expenditures associated with
business activity in the United States.
Operating earnings increased 17% to $607,003,000 in 2006 from $517,610,000 in 2005.
|
|
|
Revenues increased 12% to $1,166,662,000 in 2006 from $1,043,804,000 in 2005. This
increase was primarily driven by growth in managed and professional services.
|
|
|
|
|
Cost of revenues was basically unchanged at 22% and 23% in 2006 and 2005, respectively.
|
|
|
|
|
Operating expenses increased 7% for the year ended December 30, 2006, as compared to the
year ended December 31, 2005, due primarily to growth in professional and managed services.
|
Global
Segment
The
Companys global segment includes revenue contributions and expenditures linked to business
activity outside of the United States, which for 2006 and 2005 included: in Australia, Canada,
China (Hong Kong), England, France, Germany, India, Malaysia, Saudi Arabia, Singapore, Spain and
the United Arab Emirates.
Operating earnings increased 26% to $60,572,000 in 2006 from $48,030,000 in 2005.
|
|
|
Revenues increased 83% to $207,367,000 in 2006 from $113,317,000 in 2005. This increase
was primarily driven by an increase in revenue from the Companys participation in the
National Health Service (NHS) initiative to automate clinical processes and digitize
medical records in England. Revenue related to the NHS initiative that is being accounted
for at zero-margin totaled $69,000,000 and $14,000,000 for the, 2006 and 2005 fiscal years,
respectively. These revenues did not affect operating earnings as the Company is
accounting for them at zero-margin using a zero-margin approach of applying
percentage-of-completion accounting until either the software customization and development
services are completed or the Company is able to determine fair value for the support
services. The Company expects to recognize margin on the arrangements by 2009. The
remaining unrecognized portion of the fee will be recognized over the remaining term of the
arrangement, which expires in 2014.
|
|
|
|
|
Cost of revenues was 19% and 15% in 2006 and 2005, respectively. The increase in costs
of revenues as a percent of total revenues was driven by a much
higher level of global
hardware sales in 2006 compared to 2005.
|
|
|
|
|
Operating expenses for the year ended December 30, 2006 increased 124%, compared to the
year ended December 31, 2005, primarily due to hiring personnel for the projects in England
and supporting growth in other global regions.
|
Other Segment
The Companys Other segment includes revenues and expenses which are not tracked by geographic
segment.
Operating losses increased 18% to $501,408,000 in 2006 from $425,204,000 in 2005. This increase was
primarily due to an increase in operating expenses such as software development, marketing, general
and administrative, share-based compensation expense and depreciation. Operating expenses in the
2005 period includes the write-off of acquired in-process research and development of $6,382,000.
Liquidity and Capital Resources
The Companys liquidity is influenced by many factors, including the amount and timing of the
Companys revenues, its cash collections from its clients and the amounts the Company invests in
software development, acquisitions and capital expenditures.
The Companys principal source of liquidity is its cash, cash equivalents and short-term
investments. The majority of the Companys cash and cash equivalents consist of U.S. Government
Federal Agency Securities, short-term marketable securities and overnight repurchase agreements.
At December 29, 2007 the Company had cash and cash equivalents of $182,914,000, short-term
investments of $161,600,000 and working capital of $530,441,000 compared to cash and cash
equivalents of $162,545,000, short-term investments of $146,239,000 and working capital of
$444,656,000 at December 30, 2006.
At December 29, 2007, we held approximately $162 million of auction rate securities, classified as
short-term investments, with an auction reset feature (auction rate securities) whose underlying
assets are generally student loans which are substantially backed by various state governments.
There were successful auctions for all of the securities held at December 29, 2007. At February
14, 2008, we held approximately $122 million of auction rate securities. In February 2008, auctions
failed for $36 million
of our auction rate securities, and there is no assurance that currently
successful auctions on the other auction rate securities in our investment portfolio will continue
to succeed, and as a result, our ability to
liquidate our investment and fully recover the carrying value of our investment in the near term
may be limited or not exist. An auction failure means that the parties wishing to sell securities
could not. All of our auction rate securities, including those subject to the failure, are
currently rated AAA the highest rating, by a rating agency. If the issuers are unable to
successfully close future auctions and their credit ratings deteriorate, we may in the future be
required to record an impairment charge on these investments. We believe we will be able to
liquidate our investment without significant loss within the next year, and we currently believe
these securities are not significantly impaired, primarily due to the government guarantees and AAA
ratings of the underlying securities, however, it could take until the final maturity of the
underlying notes (up to 30 years) to realize our investments recorded value. Based on our expected
operating cash flows, and our other sources of cash, we do not anticipate the potential lack of
liquidity on these investments to affect our ability to execute our current business plan.
Cash Flow from Operating Activities
The Company generated cash of $274,565,000, $232,718,000 and $228,865,000 from operations in 2007,
2006 and 2005, respectively. Cash flow from operations increased in 2007 due primarily to a
stronger performance in net earnings. The Company has periodically provided long-term financing
options to creditworthy clients through third party financing institutions and has directly
provided extended payment terms to clients from contract date. These extended payment term
arrangements typically provide for date based payments over periods ranging from 12 months to seven
years. Pursuant to SOP 97-2, because a significant portion of the fee is due beyond one year, we
have analyzed our history with these types of arrangements and have concluded that we do have a
standard business practice of using extended payment term arrangements and have a long history of
successfully collecting under the original payment terms for arrangements with similar clients,
product offerings and economics without granting concessions. Accordingly, we consider the fee to
be fixed and determinable in these extended payment term arrangements and, thus, the timing of
revenue is not impacted by the existence of extended payments. Some of these payment streams have
been assigned on a non-recourse basis to third party financing institutions. The Company has
provided its usual and customary performance guarantees to the third party financing institutions
in connection with its on-going obligations under the client contract. During 2007, 2006 and 2005,
the Company received total client cash collections of $1,646,584,000, $1,457,603,000 and
$1,200,595,000, respectively, of which approximately 5%, 7% and 7% were received from third party
client financing arrangements and non-recourse payment assignments, respectively. The days sales
outstanding increased to 90 days for the quarter ended December 29, 2007 compared to 87 days for
the quarter ended December 30, 2006. Revenues provided under support and maintenance agreements
represent recurring cash flows. Support and maintenance revenues increased 17% in 2007 and 15% in
2006, and the Company expects these revenues to continue to grow as the base of installed systems
grows.
Cash Flow from Investing Activities
Cash used in investing activities in 2007 consisted primarily of capital purchases of $180,723,000,
which includes $105,678,000 of capital equipment and $75,045,000 of land, buildings and
improvements and business acquisitions totaling $24,061,000. Capitalized software development costs
were $66,063,000 in 2007. Cash paid for short-term investments, net of sales and maturities was
$13,277,000 in 2007. Cash used in investing activities in 2006 consisted primarily of capital
purchases of $131,478,000, which includes $70,299,000 of capital equipment and $61,179,000 of land,
buildings and improvements. Capitalized software development costs were $61,223,000 and the
acquisition of businesses totaled $13,731,000. Cash provided by sales and maturities of short-term
investments, net of purchases, was $29,122,000 in 2006.
In the second quarter of 2007, the Company completed the construction of a new data center on its
world headquarters campus in North Kansas City, Missouri. The Company spent approximately
$61,203,000 on this construction project. Of this amount, $34,345,000 was spent in 2006 and the
remaining amount was spent in 2007.
Cash Flow from Financing Activities
The Companys 2007 financing activities consisted primarily of proceeds from the exercise of
options of $29,085,000, the excess tax benefit from share-based compensation of $30,357,000 and
repayment of long-term debt of $22,359,000. In 2006, the Companys financing activities consisted
primarily of proceeds from the exercise of options of $21,704,000, the excess tax benefit from share-based
compensation of $7,068,000 and repayment of long-term debt of $30,783,000.
In December 2007, the Company had a one-day borrowing of $40,000,000 from its line of credit which
was repaid on the following day. This was in connection with tax incentives related to the World
Headquarters data center. The Company does not expect this to be necessary in future periods.
In November 2005, the Company completed a £65,000,000 ($129,779,000 at December 29, 2007) private
placement of debt at 5.54% pursuant to a Note Agreement. The Note Agreement is payable in seven
equal annual installments beginning in November 2009. The proceeds were used to repay the
outstanding amount under the Companys credit facility and for general corporate purposes. The
Note Agreement contains certain net worth and fixed charge coverage covenants and provides certain
restrictions on the Companys ability to borrow, incur liens, sell assets and pay dividends. The
Company was in compliance with all covenants at December 29, 2007.
In December 2002, the Company completed a $60,000,000 private placement of debt pursuant to a Note
Agreement. The Series A Senior Notes, with a $21,000,000 principal amount at 5.57%, are payable in
three equal installments that commenced in December 2006. The Series B Senior notes, with a
$39,000,000 principal amount at 6.42%, are payable in four equal annual installments beginning
December 2009. The proceeds were used to repay the outstanding amount under the Companys credit
facility and for general corporate purposes. The Note Agreement contains certain net worth and
fixed charge coverage covenants and provides certain restrictions on the Companys ability to
borrow, incur liens, sell assets and pay dividends. The Company was in compliance with all
covenants at December 29, 2007.
In May 2002, the Company expanded its credit facility by entering into an unsecured credit
agreement with a group of banks led by US Bank. This agreement was amended and restated on
November 30, 2006, and provides for a current revolving line of credit for working capital
purposes. The current revolving line of credit is unsecured and requires monthly payments of
interest only. Interest is payable at the Companys option at a rate based on prime (7.25% at
December 29, 2007) or LIBOR (4.73% at December 29, 2007) plus 1.55%. The interest rate may be
reduced by up to 1.15% if certain net worth ratios are maintained. The agreement contains certain
net worth, current ratio, and fixed charge coverage covenants and provides certain restrictions on
the Companys ability to borrow, incur liens, sell assets and pay dividends. A commitment fee of
2/10% is payable quarterly based on the usage of the revolving line of credit. The revolving line
of credit matures on May 31, 2010. On January 10, 2005, the Company drew down $35,000,000 from its
revolving line of credit in connection with the acquisition of the medical business division of
VitalWorks. (See Note 2 to the consolidated financial statements.) This amount was paid in full
as of December 31, 2005. At December 29, 2007, the Company had no outstanding borrowings under
this agreement and had $90,000,000 available for working capital purposes. The Company was in
compliance with all covenants at December 29, 2007.
In April 1999, the Company completed a $100,000,000 private placement of debt pursuant to a Note
Agreement. The Series A Senior Notes, with a $60,000,000 principal amount at 7.14%, were paid in
full in 2006. The Series B Senior Notes, with a $40,000,000 principal amount at 7.66%, are payable
in six equal annual installments which commenced in April 2004. The proceeds were used to retire
the Companys existing $30,000,000 of debt, and the remaining funds were used for capital
improvements and to strengthen the Companys cash position. The Note Agreement contains certain
net worth, current ratio, and fixed charge coverage covenants and provides certain restrictions on
the Companys ability to borrow, incur liens, sell assets and pay dividends. The Company was in
compliance with all covenants at December 29, 2007.
The Company believes that its present cash position, together with cash generated from operations
and, if necessary, its lines of credit, will be sufficient to meet anticipated cash requirements
during 2008.
The following table represents a summary of the Companys contractual obligations and commercial
commitments, excluding interest, as of December 29, 2007, except short-term purchase order
commitments arising in the ordinary course of business.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 and
|
|
|
|
|
(In thousands)
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
thereafter
|
|
|
Total
|
|
|
|
|
Long-term debt obligations
|
|
$
|
13,506
|
|
|
$
|
36,029
|
|
|
$
|
29,362
|
|
|
$
|
28,290
|
|
|
$
|
28,290
|
|
|
$
|
55,620
|
|
|
$
|
191,097
|
|
|
Capital lease obligations
|
|
|
754
|
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
769
|
|
|
Operating lease obligations
|
|
|
34,143
|
|
|
|
27,971
|
|
|
|
24,497
|
|
|
|
23,387
|
|
|
|
22,928
|
|
|
|
99,198
|
|
|
|
232,124
|
|
|
Purchase obligations
|
|
|
8,897
|
|
|
|
6,902
|
|
|
|
5,313
|
|
|
|
3,368
|
|
|
|
3,334
|
|
|
|
561
|
|
|
|
28,375
|
|
|
Other, including uncertain
tax positions
|
|
|
25
|
|
|
|
2,275
|
|
|
|
2,230
|
|
|
|
3,564
|
|
|
|
|
|
|
|
|
|
|
|
8,094
|
|
|
|
|
|
Total
|
|
$
|
57,325
|
|
|
$
|
73,192
|
|
|
$
|
61,402
|
|
|
$
|
58,609
|
|
|
$
|
54,552
|
|
|
$
|
155,379
|
|
|
$
|
460,459
|
|
The effects of inflation on the Companys business during 2007, 2006 and 2005 were not significant.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. This statement establishes
a single authoritative definition of fair value when accounting rules require the use of fair
value, sets out a framework for measuring fair value and requires additional disclosures about
fair value measurements. The Company is currently assessing the impact of adoption of SFAS 157 on
its results of operations and its financial position and will be required to adopt SFAS 157 as of
the first day of the 2008 fiscal year. The effect of adopting SFAS 157 is not expected to be
material to the Companys consolidated financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (SFAS 159),
The Fair Value Option for Financial Assets and Financial Liabilities. This statement provides
companies with an option to report selected financial assets and liabilities at fair value. The
Company is currently assessing the impact of adoption of SFAS 159 on its results of operations and
its financial position and will be required to adopt SFAS 159 as of the first day of the 2008
fiscal year. The effect of adopting SFAS 159 is not expected to be material to the Companys
consolidated financial statements.
In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 141 (revised 2007), Business Combinations (SFAS 141(R)) which replaces
SFAS 141 and supersedes FIN 4, Applicability of FASB Statement No. 2 to Business Combinations
Accounted for by the Purchase Method. SFAS 141(R) establishes guidelines for how an acquirer
measures and recognizes the identifiable assets, goodwill, noncontrolling interest, and liabilities
assumed in a business combination. Additionally, SFAS 141(R) outlines the disclosures necessary to
allow financial statement users to assess the impact of the acquisition. The Company is
currently assessing the impact of adoption of SFAS 141(R) on its results of operations and its
financial position, which is expected to be immaterial, and will be required to adopt SFAS 141(R)
prospectively for business combinations occurring on or after the first day of the 2009 fiscal
year.
Also in
December 2007, the FASB issued Statement of Financial Accounting
Standards No. 160 (SFAS 160),
Noncontrolling Interests in Consolidated Financial Statements, which amends ARB No. 51. SFAS 160
guides that a noncontrolling interest in a subsidiary should be reported as equity in the
consolidated financial statements, and that net income should be reported at amounts that include
the amounts attributable to both the parent and the noncontrolling interest. The Company is
currently assessing the impact of adoption of SFAS 160 on its results of operations, which is
expected to be immaterial, and its financial position and will be required to adopt SFAS 160 as of
the first day of the 2009 fiscal year.
Critical Accounting Policies
The Company believes that there are several accounting policies that are critical to understanding
the Companys historical and future performance, as these policies affect the reported amount of
revenue and other significant areas involving managements judgments and estimates. These
significant accounting policies relate to revenue recognition, software development, potential
impairments of goodwill and income taxes. These policies and the Companys procedures related to
these policies are described in detail below and under specific areas within this Management
Discussion and Analysis of Financial Condition and Results of Operations. In addition, Note 1 to
the consolidated financial statements expands upon discussion of the Companys accounting policies.
Revenue Recognition
The Company recognizes its multiple element arrangements, including software and software-related
services, using the residual method under SOP 97-2, Software Revenue Recognition, as amended by
SOP No. 98-4, SOP 98-9 and clarified by Staff Accounting Bulletins (SAB) 104 Revenue Recognition
and Emerging Issues Task Force 00-21 Accounting for Revenue Arrangements with Multiple
Deliverables (EITF 00-21). Key factors in the Companys revenue recognition model are
managements assessments that installation services are essential to the functionality of the
Companys software whereas implementation services are not; and the length of time it takes for the
Company to achieve its delivery and installation milestones for its licensed software. If the
Companys business model were to change such that implementation services are deemed to be
essential to the functionality of the
Companys software, the period of time over which the
Companys licensed software revenue would be recognized would lengthen. The Company generally
recognizes combined revenue from the sale of its licensed software and related installation
services over two key milestones, delivery and installation,
based on percentages that reflect the underlying effort from planning to installation. Generally,
both milestones are achieved in the quarter the contracts are executed. If the period of time to
achieve the Companys delivery and installation milestones for its licensed software were to
lengthen, its milestones would be adjusted and the timing of revenue recognition for its licensed
software could materially change.
The Company also recognizes revenue for certain projects using the percentage of completion method
pursuant to Statement of Position 81-1 (SOP 81-1), Accounting for Performance of Construction-Type
and Certain Production-Type Contracts
,
as prescribed by SOP 97-2. The Companys revenue
recognition is dependent upon the Companys ability to reliably estimate the direct labor hours to
complete a project. The Company utilizes its historical project experience as a basis for its
future estimates to complete current projects.
Software Development Costs
Costs incurred internally in creating computer software solutions and enhancements to those
solutions are expensed until completion of a detailed program design, which is when the Company
determines that technological feasibility has been established. Thereafter, all software
development costs are capitalized until such time as the software solutions and enhancements are
available for general release, and the capitalized costs subsequently are reported at the lower of
amortized cost or net realizable value. Net realizable value is computed as the estimated gross
future revenues from each software solution less the amount of estimated future costs of completing
and disposing of that product. Because the development of projected net future revenues related to
our software solutions used in our net realizable value computation is based on estimates, a
significant reduction in our future revenues could impact the recovery of our capitalized software
development costs. We historically have not experienced significant inaccuracies in computing the
net realizable value of our software solutions and the difference between the net realizable value
and the unamortized cost has grown over the past three years. We expect that trend to continue in
the future. If we missed our estimates of net future revenues by up to 10%, the amount of our
capitalized software development costs would not be impaired. Capitalized costs are amortized
based on current and expected net future revenue for each software solution with minimum annual
amortization equal to the straight-line amortization over the estimated economic life of the
software solution. The Company is amortizing capitalized costs over five years. The five-year
period over which capitalized software development costs are amortized is an estimate based upon
the Companys forecast of a reasonable useful life for the capitalized costs. Historically, use of
the Companys software programs by its clients has exceeded five years and is capable of being used
a decade or more.
The Company expects that major software information systems companies, large information technology
consulting service providers and systems integrators and others specializing in the healthcare
industry may offer competitive products or services. The pace of change in the HIT market is rapid
and there are frequent new product introductions, product enhancements and evolving industry
standards and requirements. As a result, the capitalized software solutions may become less
valuable or obsolete and could be subject to impairment.
Goodwill
The Company accounts for its goodwill under the provisions of Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets. As a result, goodwill and
intangible assets with indefinite lives are not amortized but are evaluated for impairment annually
or whenever there is an impairment indicator. All goodwill is assigned to a reporting unit, where
it is subject to an annual impairment test based on fair value. The Company assesses goodwill for
impairment in the second quarter of each fiscal year and evaluates impairment indicators at each
quarter end. The Company assessed its goodwill for impairment in the second quarters of 2007 and
2006 and concluded that no goodwill was impaired. The Company used a discounted cash flow analysis
to determine the fair value of the reporting units for all periods. Goodwill amounted to
$143,924,000 and $128,819,000 at December 29, 2007 and December 30, 2006, respectively. If future,
anticipated cash flows from the Companys reporting units that recognized goodwill do not
materialize as expected the Companys goodwill could be impaired, which could result in significant
write-offs.
Income Taxes
In 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes an Interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprises financial statements in accordance with SFAS No. 109,
Accounting for
Income Taxes. FIN 48 also prescribes a recognition threshold and measurement of a tax position
taken or expected to be taken in an enterprises tax return. Management makes a number of
assumptions and estimates in determining the appropriate amount of expense to record for income
taxes. These assumptions and estimates consider the taxing jurisdiction in which the Company
operates as well as current tax regulations. Accruals are established for estimates of tax effects
for certain transactions, business structures and future projected profitability of the Companys
businesses based on managements interpretation of existing facts and circumstances. If these
assumptions and estimates were to change as a result of new evidence or changes in circumstances
the change in estimate could result in a material adjustment to the consolidated financial
statements. The Company adopted FIN 48 effective at the beginning of 2007. The adoption of FIN 48
did not have any impact on Cerners consolidated financial position. See Note 9 to the
consolidated financial statements for additional disclosures related to FIN 48.
Our management has discussed the development and selection of these critical accounting estimates
with the Audit Committee of our Board of Directors and the Audit Committee has reviewed the
Companys disclosure contained herein.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
At December 29, 2007, the Company had a £65,000,000 ($129,779,000 at December 29, 2007) note
payable outstanding through a private placement with an interest rate of 5.54%. The note is
payable in seven equal installments beginning in November 2009. Because the borrowing is
denominated in pounds, the Company is exposed to movements in the foreign currency exchange rate
between the U.S. dollar and the Great Britain pound. The note was entered into for other than
trading purposes. Beginning in 2006, at the beginning of each quarterly period, the Company
designated a portion (between £60 million and £63 million during the year) of its debt (£65
million) that is denominated in Great Britain Pounds, to hedge its net investment in England.
During 2007 the Company designated all £65 million of its debt that is denominated in Great Britain
Pounds.
Item 8. Financial Statements and Supplementary Data
The Financial Statements and Notes required by this Item are submitted as a separate part of this
report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9.A. Controls and Procedures
|
a)
|
|
Evaluation of disclosure controls and procedures. The Companys Chief Executive
Officer (CEO) and Chief Financial Officer (CFO) have evaluated the effectiveness of the
Companys disclosure controls and procedures (as defined in the Exchange Act Rules
13a-15(e) and 15d-15(e)) as of the end of the period covered by the Annual Report (the
Evaluation Date). They have concluded that, as of the Evaluation Date, these disclosure
controls and procedures were effective to ensure that material information relating to the
Company and its consolidated subsidiaries would be made known to them by others within
those entities and would be disclosed on a timely basis. The CEO and CFO have concluded
that the Companys disclosure controls and procedures are designed, and are effective, to
give reasonable assurance that the information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized and
reported within the time period specified in the rules and forms of the SEC. They have
also concluded that the Companys disclosure controls and procedures are effective to
ensure that information required to be disclosed in the reports that are filed or submitted
under the Exchange Act are accumulated and communicated to the Companys
|
|
|
|
management,
including the CEO and CFO, to allow timely decisions regarding required disclosure.
|
|
b)
|
|
There were no changes in the Companys internal controls over financial reporting
during the three months ended December 29, 2007, that have materially affected, or are
reasonably likely to materially affect, its internal controls over financial reporting.
|
|
|
c)
|
|
The Companys management, including its Chief Executive Officer and Chief Financial
Officer, have concluded that our disclosure controls and procedures and internal control
over financial reporting are designed to provide reasonable assurance of achieving their
objectives and are effective at that reasonable assurance level. However, the Companys
management can provide no assurance that our disclosure controls and procedures or our
internal control over financial reporting can prevent all errors and all fraud under all
circumstances. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, within
the Company have been or will be detected. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.
|
Managements Report on Internal Control over Financial Reporting
The Companys management is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934,
as amended). The Companys management assessed the effectiveness of the Companys internal control
over financial reporting as of December 29, 2007. In making this assessment, the Companys
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in its Internal Control-Integrated Framework. The Companys management has
concluded that, as of December 29, 2007, the Companys internal control over financial reporting is
effective based on these criteria. The Companys independent registered public accounting firm
that audited the consolidated financial statements included in the annual report has issued an
audit report on the effectiveness of the Companys internal control over financial reporting, which
is included herein under Report of Independent Registered Public Accounting Firm.
Item 9.B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 regarding our Directors will be set forth under the
caption Election of Directors in our Proxy Statement in connection with the 2008 Annual
Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated in this Item 10 by
reference. The information required by this Item 10 concerning compliance with Section 16(a) of
the Securities Exchange Act of 1934 will be set forth under the caption Section 16(a) Beneficial
Ownership Reporting Compliance in our Proxy Statement in connection with the 2008 Annual
Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated in this Item 10 by
reference.
The information required by this Item 10 concerning our Code of Business Conduct and Ethics will be
set forth under the caption Code of Business Conduct and Ethics in our Proxy Statement in
connection with the 2008 Annual Shareholders Meeting scheduled to be held May 23, 2008, and is
incorporated in this
Item 10 by reference. The information required by this Item 10 concerning our Audit Committee and
our Audit Committee financial expert will be set forth under the caption Audit Committee in our
Proxy Statement in connection with the 2008 Annual Shareholders Meeting scheduled to be held May
23, 2008, and is incorporated in this Item 10 by reference.
There have been no material changes to the procedures by which security holders may recommend
nominees to our Board of Directors since our last disclosure thereof.
The following table set forth the names, ages, positions and certain other information regarding
the Companys executive officers as of February 22, 2008. Officers are elected annually and serve
at the discretion of the Board of Directors.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Positions
|
Neal L. Patterson
|
|
|
58
|
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
|
|
|
|
|
|
Clifford W. Illig
|
|
|
57
|
|
|
Vice Chairman of the Board of Directors
|
|
|
|
|
|
|
|
Earl H. Devanny, III
|
|
|
56
|
|
|
President
|
|
|
|
|
|
|
|
Douglas M. Krebs
|
|
|
50
|
|
|
Senior Vice President Cerner and President Cerner Global
|
|
|
|
|
|
|
|
Marc G. Naughton
|
|
|
52
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
Jeffrey A. Townsend
|
|
|
44
|
|
|
Executive Vice President
|
|
|
|
|
|
|
|
Mike Valentine
|
|
|
39
|
|
|
Executive Vice President and General Manager, U.S.
|
|
|
|
|
|
|
|
Randy D. Sims
|
|
|
47
|
|
|
Vice President, Chief Legal Officer and Secretary
|
|
|
|
|
|
|
|
Julia M. Wilson
|
|
|
45
|
|
|
Senior Vice President and Chief People Officer
|
Neal L. Patterson has been Chairman of the Board of Directors and Chief Executive Officer of the
Company for more than five years. Mr. Patterson also served as President of the Company from March
of 1999 until August of 1999.
Clifford W. Illig has been a Director of the Company for more than five years. He also served as
Chief Operating Officer of the Company for more than five years until October 1998 and as President
of the Company for more than five years until March of 1999. Mr. Illig was appointed Vice Chairman
of the Board of Directors in March of 1999.
Earl H. Devanny, III joined the Company in August of 1999 as President. Mr. Devanny also served as
interim President of Cerner Southeast from January 2003 through July 2003. Prior to joining the
Company, Mr. Devanny served as president of ADAC Healthcare Information Systems, Inc. Prior to
joining ADAC, Mr. Devanny served as a Vice President of the Company from 1994 to 1997. Prior to
that he spent 17 years with IBM Corporation.
Douglas M. Krebs joined the Company in June 1994 as a Regional Vice President. He was promoted to
Senior Vice President and Area Manager in April 1999. In February 2000, Mr. Krebs was appointed as
President of Cerner Global and in January 2005, Mr. Krebs was appointed General Manager of the
Companys Global Organization. Prior to joining Cerner, he spent 15 years with IBM Corporation.
Marc G. Naughton joined the Company in November 1992 as Manager of Taxes. In November 1995 he was
named Chief Financial Officer and in February 1996 he was promoted to Vice President. He was
promoted to Senior Vice President in March 2002.
Jeffrey A. Townsend joined the Company in June 1985. Since that time he has held several positions
in the Intellectual Property Organization and was promoted to Vice President in February 1997. He
was
appointed Chief Engineering Officer in March 1998, promoted to Senior Vice President in March 2001
and promoted to Executive Vice President in March 2005.
Mike Valentine joined the Company in December 1998 as Director of Technology. He was promoted to
Vice President in 2000 and to President of Cerner Mid America in January of 2003. In February
2005, he was named General Manager of the U.S. Client Organization and was promoted to Senior Vice
President in March 2005. He was promoted to Executive Vice President in March 2007. Prior to
joining the Company, Mr. Valentine was with Accenture Consulting.
Randy D. Sims joined the Company in March 1997 as Vice President and Chief Legal Officer. Prior to
joining the Company, Mr. Sims worked at Farmland Industries, Inc. for three years where he served
most recently as Associate General Counsel. Prior to Farmland, Mr. Sims was in-house legal counsel
at The Marley Company for seven years, holding the position of Assistant General Counsel when he
left to join Farmland.
Julia M. Wilson joined the Company in November 1995. Since that time, she has held several
positions in the Functional Group Organization. She was promoted to Vice President and Chief
People Officer in August 2003 and to Senior Vice President in March 2007.
Item 11. Executive Compensation
The information required by this Item 11 concerning our executive compensation will be set forth
under the caption Compensation Discussion and Analysis in our Proxy Statement in connection with
the 2008 Annual Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated in
this Item 11 by reference. The information required by this Item 11 concerning Compensation
Committee interlocks and insider participation will be set forth under the caption Compensation
Committee Interlocks and Insider Participation in our Proxy Statement in connection with the 2008
Annual Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated in this Item 11
by reference. The information required by this Item 11 concerning Compensation Committee report
will be set forth under the caption Compensation Committee Report in our Proxy Statement in
connection with the 2008 Annual Shareholders Meeting scheduled to be held May 23, 2008, and is
incorporated in this Item 11 by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 will be set forth under the caption Voting Securities and
Principal Holders Thereof in our Proxy Statement in connection with the 2008 Annual Shareholders
Meeting scheduled to be held May 23, 2008, and is incorporated in this Item 12 by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 concerning our transactions with related parties will be
set forth under the caption Certain Transactions in our Proxy Statement in connection with the
2008 Annual Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated in this
Item 13 by reference. The information required by this Item 13 concerning director independence
will be set forth under the caption Director Independence in our Proxy Statement in connection
with the 2008 Annual Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated
in this Item 13 by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 will be set forth under the caption Relationship with
Independent Registered Public Accounting Firm in our Proxy Statement in connection with the 2008
Annual Shareholders Meeting scheduled to be held May 23, 2008, and is incorporated in this Item 14
by reference.
PART IV
Item 15. Exhibits and Financial Statement Schedules
|
(a)
|
|
Financial Statements and Exhibits.
|
|
|
(1)
|
|
Consolidated Financial Statements:
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
|
Consolidated Balance Sheets -
December 29, 2007 and December 30, 2006
|
|
|
|
|
Consolidated Statements of Operations -
Years Ended December 29, 2007, December 30, 2006 and December 31, 2005
|
|
|
|
|
Consolidated Statements of Changes in Equity
Years Ended December 29, 2007, December 30, 2006 and December 31, 2005
|
|
|
|
|
Consolidated Statements of Cash Flows
Years Ended December 29, 2007, December 30, 2006 and December 31, 2005
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
(2)
|
|
The following financial statement schedule and Report
of Independent Registered Public Accounting Firm of the
Registrant for the three-year period ended
December 29, 2007 are included herein:
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts,
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
All other schedules are omitted, as the required information is inapplicable
or the information is presented in the consolidated financial statements or
related notes.
|
|
|
(3)
|
|
The exhibits required to be filed by this item are set forth
below:
|
|
|
|
Number
|
|
Description
|
3(a)
|
|
Second Restated Certificate of Incorporation of the Registrant, dated December 5, 2003 (filed
as exhibit 3(a) to Registrants Annual Report on Form 10-K for the year ended January 3, 2004
and incorporated herein by reference).
|
|
|
|
3(b)
|
|
Amended and Restated Bylaws, dated September 11, 2006 (filed as Exhibit 3.1 to Registrants
Form 8-K filed on September 15, 2006 and incorporated herein by reference).
|
|
|
|
3(c)
|
|
Bylaw Amendment No. 1, dated December 3, 2007.
|
|
|
|
4(a)
|
|
Specimen stock certificate (filed as Exhibit 4(a) to Registrants Annual Report on Form 10-K
for the year ended December 30, 2006 and incorporated herein by reference).
|
|
|
|
4(b)
|
|
Amended and Restated Credit Agreement between Cerner Corporation and U.S. Bank N.A., LaSalle
Bank National Association, Commerce Bank, N.A. and UMB Bank, N.A., dated November 30, 2006
(filed as Exhibit 99.1 to Registrants Form 8-K filed on December 6, 2006, and incorporated
herein by reference).
|
|
|
|
Number
|
|
Description
|
|
|
|
4(c)
|
|
Cerner Corporation Note Agreement dated April 1, 1999 among Cerner Corporation, Principal
Life Insurance Company, Principal Life Insurance Company, on behalf of one or more separate
accounts, Commercial Union Life Insurance Company of America, Nippon Life Insurance Company of
America, John Hancock Mutual Life Insurance Company, John Hancock Variable Life Insurance
Company, and Investors Partner Life Insurance Company (filed as Exhibit 4(e) to Registrants
Form 8-K dated April 23, 1999 and incorporated herein by reference).
|
|
|
|
4(d)
|
|
Note Purchase Agreement between Cerner Corporation and the purchasers therein, dated December
15, 2002 (filed as Exhibit 10(x) to Registrants Annual Report on Form 10-K for the year ended
December 28, 2002 and incorporated herein by reference).
|
|
|
|
4(e)
|
|
Cerner Corporation Note Purchase Agreement dated November 1, 2005 among Cerner Corporation,
as issuer, and AIG Annuity Insurance Company, American General Life Insurance Company and
Principal Life Insurance Company, as purchasers, (filed as Exhibit 99.1 to Registrants Form
8-K filed on November 7, 2005 and incorporated herein by reference).
|
|
|
|
10(a)
|
|
Indemnification Agreement Form for use between the Registrant and its Directors (filed as
Exhibit 10(a) to Registrants Annual Report on Form 10-K for the year ended December 30, 2006
and incorporated herein by reference).*
|
|
|
|
10(b)
|
|
Employment Agreement of Earl H. Devanny, III dated August 13, 1999 (filed as Exhibit 10(q)
to Registrants Annual Report on Form 10-K for the year ended January 1, 2000 and incorporated
herein by reference).*
|
|
|
|
10(c)
|
|
Amended & Restated Executive Employment Agreement of Neal L. Patterson dated January 1,
2008.*
|
|
|
|
10(d)
|
|
Amended Stock Option Plan D of Registrant dated December 8, 2000 (filed as Exhibit 10(f) to
Registrants Annual Report on Form 10-K for the year ended December 30, 2000 and incorporated
herein by reference).*
|
|
|
|
10(e)
|
|
Amended Stock Option Plan E of Registrant dated December 8, 2000 (filed as Exhibit 10(g) to
Registrants Annual Report on Form 10-K for the year ended December 30, 2000 and incorporated
herein by reference).*
|
|
|
|
10(f)
|
|
Cerner Corporation 2001 Long-Term Incentive Plan F (filed as Annex I to Registrants 2001
Proxy Statement and incorporated herein by reference).*
|
|
|
|
10(g)
|
|
Cerner Corporation 2004 Long-Term Incentive Plan G Amended & Restated dated October 1,
2007.*
|
|
|
|
10(h)
|
|
Cerner Corporation 2001 Associate Stock Purchase Plan (filed as Annex II to Registrants
2001 Proxy Statement and incorporated herein by reference).*
|
|
|
|
10(i)
|
|
Qualified Performance-Based Compensation Plan dated December 3, 2007.*
|
|
|
|
10(j)
|
|
Form of 2007 Executive Performance
Agreement (filed as Exhibit 99.1 to Registrants Form 8-K on April 5,
2007 and incorporated herein by reference).*
|
|
|
|
10(k)
|
|
Cerner Corporation Executive Deferred Compensation Plan as Amended & Restated dated January
1, 2008.*
|
|
|
|
10(l)
|
|
Cerner Corporation 2005 Enhanced Severance Pay Plan as Amended and Restated dated January 1,
2008.*
|
|
|
|
Number
|
|
Description
|
|
|
|
10(m)
|
|
Cerner Corporation 2001 Long-Term Incentive Plan F Nonqualified Stock Option Agreement
(filed as Exhibit 10(v) to Registrants Annual Report on Form 10-K for the year ended January
1, 2005 and incorporated herein by reference).*
|
|
|
|
10(n)
|
|
Cerner Corporation 2001 Long-Term Incentive Plan F Nonqualified Stock Option Grant
Certificate (filed as Exhibit 10(a) to Registrants Quarterly Report on Form 10-Q for the
quarter ended October 1, 2005 and incorporated herein by reference).*
|
|
|
|
10(o)
|
|
Cerner Corporation 2001 Long-Term Incentive Plan F Nonqualified Stock Option Director
Agreement (filed as Exhibit 10(x) to Registrants Annual Report on Form 10-K for the year
ended January 1, 2005 and incorporated herein by reference).*
|
|
|
|
10(p)
|
|
Cerner Corporation 2001 Long-Term Incentive Plan F Director Restricted Stock Agreement
(filed as Exhibit 10(w) to Registrants Annual Report on Form 10-K for the year ended January
1, 2005 and incorporated herein by reference).*
|
|
|
|
10(q)
|
|
Cerner Corporation 2004 Long-Term Incentive Plan G Nonqualified Stock Option Grant
Certificate.*
|
|
|
|
10(r)
|
|
Time Sharing Agreements between the Registrant and Neal L. Patterson and Clifford W. Illig,
both dated February 7, 2007 (filed as Exhibits 10.2 and 10.3, respectively, to Registrants
Form 8-K filed on February 9, 2007 and incorporated herein by reference).
|
|
|
|
10(s)
|
|
Aircraft Services Agreement between the Registrants wholly owned subsidiary, Rockcreek
Aviation, Inc., and PANDI, Inc., dated February 6, 2007 (filed as Exhibit 10.1 to Registrants
Form 8-K filed on February 9, 2007 and incorporated herein
by reference).*
|
|
|
|
|
|
*Management contracts or compensatory plans or arrangements required to be identified by
Item15(a)(3)
|
|
|
|
11
|
|
Computation of Registrants Earnings Per Share. (Exhibit omitted. Information contained in
notes to consolidated financial statements.)
|
|
|
|
21
|
|
Subsidiaries of Registrant.
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of Neal L. Patterson pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Marc G. Naughton pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification pursuant to 18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
(b)
|
|
Exhibits.
|
|
|
|
|
The response to this portion of Item 15 is submitted as a separate section of this report.
|
|
|
(c)
|
|
Financial Statement Schedules.
|
|
|
|
|
The response to this portion of Item 15 is submitted as a separate section of this report.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
CERNER CORPORATION
|
|
Dated: February 27, 2008
|
By:
|
/s/ Neal L. Patterson
|
|
|
|
Neal L. Patterson
|
|
|
|
Chairman of the Board and
Chief Executive Officer
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated:
|
|
|
Signature and Title
|
|
Date
|
|
|
|
/s/ Neal L. Patterson
Neal L. Patterson, Chairman of the Board and
Chief Executive Officer (Principal Executive Officer)
|
|
February 27, 2008
|
|
|
|
/s/ Clifford W. Illig
Clifford W. Illig, Vice Chairman and Director
|
|
February 27, 2008
|
|
|
|
/s/ Marc G. Naughton
Marc G. Naughton, Senior Vice President and
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 27, 2008
|
|
|
|
/s/ Gerald E. Bisbee, Jr.
Gerald E. Bisbee, Jr., Ph.D., Director
|
|
February 27, 2008
|
|
|
|
/s/ John C. Danforth
John C. Danforth, Director
|
|
February 27, 2008
|
|
|
|
/s/ Nancy-Ann DeParle
Nancy-Ann DeParle, Director
|
|
February 27, 2008
|
|
|
|
/s/ Michael E. Herman
Michael E. Herman, Director
|
|
February 27, 2008
|
|
|
|
/s/ William B. Neaves
William B. Neaves, Ph.D., Director
|
|
February 27, 2008
|
|
|
|
/s/ William D. Zollars
William D. Zollars, Director
|
|
February 27, 2008
|
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cerner Corporation:
We have audited Cerner Corporations (the Corporation) internal control over financial reporting as
of December 29, 2007, based on criteria established in
Internal ControlIntegrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Corporations
management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in
the accompanying Managements Report over Internal Control of Financial Reporting, appearing in
Item 9.A. Controls and Procedures. Our responsibility is to express an opinion on the effectiveness
of the Corporations internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists and testing
and evaluating the design and operating effectiveness of internal control based on assessed risk.
Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Cerner Corporation maintained, in all material respects, effective internal control
over financial reporting as of December 29, 2007, based on criteria established in
Internal
ControlIntegrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Cerner Corporation and subsidiaries as of
December 29, 2007 and December 30, 2006, and the related consolidated statements of operations,
changes in equity, and cash flows for each of the years in the three-year period ended December 29,
2007, and our report dated February 27, 2008 expressed an unqualified opinion on those consolidated
financial statements.
(signed) KPMG LLP
Kansas City, Missouri
February 27, 2008
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cerner Corporation:
We have audited the accompanying consolidated balance sheets of Cerner Corporation and subsidiaries
(the Corporation) as of December 29, 2007 and December 30, 2006, and the related consolidated
statements of operations, changes in equity, and cash flows for each of the years in the three-year
period ended December 29, 2007. These consolidated financial statements are the responsibility of
the Corporations management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Cerner Corporation and subsidiaries as of December
29, 2007 and December 30, 2006, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 29, 2007, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Corporation adopted Statement
of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment effective January
1, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Cerner Corporations internal control over financial reporting as of
December 29, 2007, based on criteria established in
Internal ControlIntegrated Framework
issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
February 27, 2008 expressed an unqualified opinion on the effectiveness of the Corporations
internal control over financial reporting.
(signed) KPMG LLP
Kansas City, Missouri
February 27, 2008
Managements Report
The management of Cerner Corporation is responsible for the consolidated financial statements and
all other information presented in this report. The financial statements have been prepared in
conformity with U.S. generally accepted accounting principles appropriate to the circumstances,
and, therefore, included in the financial statements are certain amounts based on managements
informed estimates and judgments. Other financial information in this report is consistent with
that in the consolidated financial statements. The consolidated financial statements have been
audited by Cerner Corporations independent registered public accountants and have been reviewed by
the Audit Committee of the Board of Directors.
CONSOLIDATED BALANCE SHEETS
December 29, 2007 and December 30, 2006
|
|
|
|
|
|
|
|
|
(In thousands, except share data)
|
|
2007
|
|
|
2006
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
182,914
|
|
|
$
|
162,545
|
|
Short-term investments
|
|
|
161,600
|
|
|
|
146,239
|
|
Receivables, net
|
|
|
391,060
|
|
|
|
361,424
|
|
Inventory
|
|
|
10,744
|
|
|
|
18,084
|
|
Prepaid expenses and other
|
|
|
61,878
|
|
|
|
60,315
|
|
Deferred income taxes
|
|
|
10,368
|
|
|
|
2,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
818,564
|
|
|
|
751,030
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
462,839
|
|
|
|
357,942
|
|
Software development costs, net
|
|
|
200,380
|
|
|
|
187,788
|
|
Goodwill
|
|
|
143,924
|
|
|
|
128,819
|
|
Intangible assets, net
|
|
|
46,854
|
|
|
|
54,428
|
|
Other assets
|
|
|
17,395
|
|
|
|
16,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,689,956
|
|
|
$
|
1,496,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
79,812
|
|
|
$
|
79,735
|
|
Current installments of long-term debt
|
|
|
14,260
|
|
|
|
20,242
|
|
Deferred revenue
|
|
|
98,802
|
|
|
|
93,699
|
|
Accrued payroll and tax w ithholdings
|
|
|
65,011
|
|
|
|
77,914
|
|
Other accrued expenses
|
|
|
30,238
|
|
|
|
40,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
288,123
|
|
|
|
312,174
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
177,606
|
|
|
|
187,391
|
|
Deferred income taxes and other liabilities
|
|
|
68,738
|
|
|
|
58,731
|
|
Deferred revenue
|
|
|
21,775
|
|
|
|
14,557
|
|
|
|
|
|
|
|
|
|
|
Minority owners equity interest in subsidiary
|
|
|
1,286
|
|
|
|
1,286
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value, 150,000,000 shares
authorized, 80,147,955 shares issued at December 29,
2007 and 78,392,071 issued at December 30, 2006
|
|
|
801
|
|
|
|
784
|
|
Additional paid-in capital
|
|
|
451,876
|
|
|
|
376,595
|
|
Retained earnings
|
|
|
671,440
|
|
|
|
544,315
|
|
Accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
8,311
|
|
|
|
600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
1,132,428
|
|
|
|
922,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,689,956
|
|
|
$
|
1,496,433
|
|
|
|
|
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATING EARNINGS
For the years ended December 29, 2007, December 30, 2006 and December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
System sales
|
|
$
|
500,319
|
|
|
$
|
505,743
|
|
|
$
|
449,734
|
|
Support, maintenance and services
|
|
|
982,780
|
|
|
|
833,244
|
|
|
|
677,664
|
|
Reimbursed travel
|
|
|
36,778
|
|
|
|
39,051
|
|
|
|
33,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
1,519,877
|
|
|
|
1,378,038
|
|
|
|
1,160,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of system sales
|
|
|
181,744
|
|
|
|
194,646
|
|
|
|
171,073
|
|
Cost of support, maintenance and services
|
|
|
61,588
|
|
|
|
57,273
|
|
|
|
50,226
|
|
Cost of reimbursed travel
|
|
|
36,778
|
|
|
|
39,051
|
|
|
|
33,387
|
|
Sales and client service
|
|
|
657,956
|
|
|
|
578,050
|
|
|
|
466,206
|
|
Software development (Includes amortization of
software
development costs of $53,475, $45,750,
and $47,888, respectively.)
|
|
|
270,576
|
|
|
|
246,970
|
|
|
|
211,455
|
|
General and administrative
|
|
|
107,152
|
|
|
|
95,881
|
|
|
|
81,620
|
|
Write-off of in process research and development
|
|
|
|
|
|
|
|
|
|
|
6,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
1,315,794
|
|
|
|
1,211,871
|
|
|
|
1,020,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
|
204,083
|
|
|
|
166,167
|
|
|
|
140,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
|
1,269
|
|
|
|
(697
|
)
|
|
|
(5,858
|
)
|
Other income (expense), net
|
|
|
(1,385
|
)
|
|
|
2,074
|
|
|
|
666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense), net
|
|
|
(116
|
)
|
|
|
1,377
|
|
|
|
(5,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
203,967
|
|
|
|
167,544
|
|
|
|
135,244
|
|
Income taxes
|
|
|
(76,842
|
)
|
|
|
(57,653
|
)
|
|
|
(48,993
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
127,125
|
|
|
$
|
109,891
|
|
|
$
|
86,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
1.60
|
|
|
$
|
1.41
|
|
|
$
|
1.16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
1.53
|
|
|
$
|
1.34
|
|
|
$
|
1.10
|
|
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 29, 2007, December 30, 2006 and December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
Common Stock
|
|
Additional
|
|
Retained
|
|
Comprehensive
|
|
Comprehensive
|
(In thousands)
|
|
Shares
|
|
Amount
|
|
Paid-in Capital
|
|
Earnings
|
|
Income
|
|
Income
|
|
|
|
Balance at January 1, 2005 (see note 9)
|
|
|
73,274
|
|
|
$
|
733
|
|
|
$
|
243,971
|
|
|
$
|
348,173
|
|
|
$
|
8,770
|
|
|
|
|
|
Exercise of options
|
|
|
3,737
|
|
|
|
37
|
|
|
$
|
50,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock option compensation expenses
|
|
|
|
|
|
|
|
|
|
|
780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit from disqualifying
disposition of stock options
|
|
|
|
|
|
|
|
|
|
|
30,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Associate stock purchase plan discounts
|
|
|
|
|
|
|
|
|
|
|
(832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,403
|
)
|
|
|
(4,403
|
)
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,251
|
|
|
|
|
|
|
|
86,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
|
77,011
|
|
|
$
|
770
|
|
|
$
|
325,134
|
|
|
$
|
434,424
|
|
|
$
|
4,367
|
|
|
|
|
|
Exercise of options
|
|
|
1,381
|
|
|
|
14
|
|
|
$
|
21,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock option compensation expenses
|
|
|
|
|
|
|
|
|
|
|
19,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third party warrants
|
|
|
|
|
|
|
|
|
|
|
1,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit from disqualifying
disposition of stock options
|
|
|
|
|
|
|
|
|
|
|
9,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,767
|
)
|
|
|
(3,767
|
)
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
109,891
|
|
|
|
|
|
|
|
109,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 30, 2006
|
|
|
78,392
|
|
|
$
|
784
|
|
|
$
|
376,595
|
|
|
$
|
544,315
|
|
|
$
|
600
|
|
|
|
|
|
Exercise of options
|
|
|
1,756
|
|
|
|
17
|
|
|
|
29,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock option compensation expenses
|
|
|
|
|
|
|
|
|
|
|
16,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit from disqualifying
disposition of stock options
|
|
|
|
|
|
|
|
|
|
|
29,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,711
|
|
|
|
7,711
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,125
|
|
|
|
|
|
|
|
127,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 29, 2007
|
|
|
80,148
|
|
|
$
|
801
|
|
|
$
|
451,876
|
|
|
$
|
671,440
|
|
|
$
|
8,311
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOW
For the years ended December 29, 2007, December 30, 2006 and December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
127,125
|
|
|
$
|
109,891
|
|
|
$
|
86,251
|
|
Adjustments to reconcile net earnings to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
152,817
|
|
|
|
125,254
|
|
|
|
114,055
|
|
Share-based compensation expense
|
|
|
16,189
|
|
|
|
19,021
|
|
|
|
|
|
Write-off of acquired in process research and development
|
|
|
|
|
|
|
|
|
|
|
6,382
|
|
Provision for deferred income taxes
|
|
|
(4,496
|
)
|
|
|
2,503
|
|
|
|
(6,874
|
)
|
Tax benefit from disqualifying dispositions of stock options
|
|
|
29,865
|
|
|
|
7,923
|
|
|
|
30,289
|
|
Excess tax benefits from share based compensation
|
|
|
(30,357
|
)
|
|
|
(7,068
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities (net of businesses acquired):
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables, net
|
|
|
(22,802
|
)
|
|
|
(38,918
|
)
|
|
|
(22,502
|
)
|
Inventory
|
|
|
5,435
|
|
|
|
(8,405
|
)
|
|
|
(2,078
|
)
|
Prepaid expenses and other
|
|
|
5,752
|
|
|
|
(22,008
|
)
|
|
|
(18,781
|
)
|
Accounts payable
|
|
|
1,768
|
|
|
|
14,465
|
|
|
|
14,382
|
|
Accrued income taxes
|
|
|
(4,744
|
)
|
|
|
8,900
|
|
|
|
13,594
|
|
Deferred revenue
|
|
|
10,993
|
|
|
|
12,002
|
|
|
|
949
|
|
Other accrued liabilities
|
|
|
(12,980
|
)
|
|
|
9,158
|
|
|
|
13,198
|
|
|
|
|
Total adjustments
|
|
|
147,440
|
|
|
|
122,827
|
|
|
|
142,614
|
|
|
|
|
Net cash provided by operating activities
|
|
|
274,565
|
|
|
|
232,718
|
|
|
|
228,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of capital equipment
|
|
|
(105,678
|
)
|
|
|
(70,299
|
)
|
|
|
(64,785
|
)
|
Purchase of land, buildings and improvements
|
|
|
(75,045
|
)
|
|
|
(61,179
|
)
|
|
|
(35,798
|
)
|
Purchase of other intangibles
|
|
|
(3,542
|
)
|
|
|
(254
|
)
|
|
|
|
|
Acquisition of businesses, net of cash acquired
|
|
|
(24,061
|
)
|
|
|
(13,731
|
)
|
|
|
(119,683
|
)
|
Purchases of short-term investments
|
|
|
(495,508
|
)
|
|
|
(306,653
|
)
|
|
|
(658,708
|
)
|
Maturities of short-term investments
|
|
|
482,231
|
|
|
|
335,775
|
|
|
|
497,478
|
|
Repayment of notes receivable
|
|
|
|
|
|
|
|
|
|
|
51
|
|
Capitalized software development costs
|
|
|
(66,063
|
)
|
|
|
(61,223
|
)
|
|
|
(62,523
|
)
|
|
|
|
Net cash used in investing activities
|
|
|
(287,666
|
)
|
|
|
(177,544
|
)
|
|
|
(443,968
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing of receivables
|
|
|
|
|
|
|
137
|
|
|
|
|
|
Proceeds from issuance of long-term debt
|
|
|
|
|
|
|
|
|
|
|
111,827
|
|
Proceeds from revolving line of credit and long-term debt
|
|
|
40,000
|
|
|
|
|
|
|
|
70,000
|
|
Repayment of revolving line of credit and long-term debt
|
|
|
(62,359
|
)
|
|
|
(30,783
|
)
|
|
|
(91,848
|
)
|
Proceeds from third party warrants
|
|
|
|
|
|
|
1,010
|
|
|
|
|
|
Proceeds from excess tax benefits from share based compensation
|
|
|
30,357
|
|
|
|
7,068
|
|
|
|
|
|
Proceeds from exercise of options
|
|
|
29,085
|
|
|
|
21,704
|
|
|
|
51,744
|
|
Associate stock purchase plan discount
|
|
|
|
|
|
|
|
|
|
|
(832
|
)
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
37,083
|
|
|
|
(865
|
)
|
|
|
140,891
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
(3,613
|
)
|
|
|
(4,821
|
)
|
|
|
(2,515
|
)
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
20,369
|
|
|
|
49,488
|
|
|
|
(76,727
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
162,545
|
|
|
|
113,057
|
|
|
|
189,784
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
182,914
|
|
|
$
|
162,545
|
|
|
$
|
113,057
|
|
|
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
12,024
|
|
|
$
|
12,568
|
|
|
$
|
8,157
|
|
Income taxes, net of refund
|
|
|
54,301
|
|
|
|
27,847
|
|
|
|
13,591
|
|
Non-cash investing and financing activities
Acquisition of equipment through capital leases
|
|
|
|
|
|
|
|
|
|
|
89
|
|
Non-cash changes resulting from acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accounts receivable
|
|
|
930
|
|
|
|
618
|
|
|
|
11,621
|
|
Increase in property and equipment, net
|
|
|
391
|
|
|
|
205
|
|
|
|
2,355
|
|
Increase in good will and intangibles
|
|
|
23,368
|
|
|
|
13,599
|
|
|
|
124,921
|
|
Increase in deferred revenue
|
|
|
(476
|
)
|
|
|
(150
|
)
|
|
|
(10,979
|
)
|
Increase in long term debt
|
|
|
|
|
|
|
(27
|
)
|
|
|
(3,111
|
)
|
Decrease in other working capital components
|
|
|
(152
|
)
|
|
|
(514
|
)
|
|
|
(5,124
|
)
|
|
|
|
Total
|
|
$
|
24,061
|
|
|
$
|
13,731
|
|
|
$
|
119,683
|
|
|
|
|
See notes to consolidated financial statements.
(1) Summary of Significant Accounting Policies
(a)
Principles of Consolidation
- The consolidated financial statements include the accounts of
Cerner Corporation and its wholly-owned subsidiaries (the Company). All significant intercompany
transactions and balances have been eliminated in consolidation.
(b)
Nature of Operations
- The Company designs, develops, markets, installs, hosts and supports
software information technology, healthcare devices and content solutions for healthcare
organizations and consumers. The Company also provides a wide range of value-added services,
including implementing solutions as individual, combined or enterprise-wide systems; hosting
solutions in its data center; and clinical process optimization services. Furthermore, the Company
provides fullyautomated on-site employer health clinics and third party administrator health plan
services for employers.
(c)
Revenue Recognition
- Revenues are derived primarily from the sale of clinical, financial and
administrative information systems and solutions. The components of the system sales revenues are
the licensing of computer software, deployment period upgrades, installation, content
subscriptions, transaction processing and the sale of computer hardware and sublicensed software.
The components of support, maintenance and service revenues are software support and hardware
maintenance, remote hosting and managed services, training, consulting and implementation services.
For arrangements that include both product and services which are accounted for under SOP 81-1 and
also include support services (PCS) for which vendor-specific objective evidence of fair value
(VSOE) of PCS does not exist such that a zero margin approach is used to recognize revenue, the
Company classifies revenue under such arrangements as either systems sales or support, maintenance
and services based on the nature of costs incurred. For similar arrangements for which VSOE of PCS
exists, PCS is separated from the arrangement based on VSOE and the residual amount is allocated to
the software and services accounted for on a combined basis under SOP 81-1. For these
arrangements, the service component of the SOP 81-1 deliverable is classified as support,
maintenance and services based on the VSOE of the services provided and the residual is classified
as systems sales revenue. For the years ended December 29, 2007 and December 30, 2006,
approximately $20,000,000 and $16,000,000, respectively, of revenue were included in system sales
and approximately $95,000,000 and $55,000,000, respectively, of revenue were included in support,
maintenance, and services for both such arrangements. The Company provides several models for the
procurement of its clinical, financial and administrative information systems. The predominant
method is a perpetual software license agreement, project-related installation services,
implementation and consulting services, software support and either remote hosting services or
computer hardware and sublicensed software.
The Company recognizes revenue in accordance with the provisions of Statement of Position (SOP)
97-2, Software Revenue Recognition, as amended by SOP 98-4, SOP 98-9 and clarified by Staff
Accounting Bulletins (SAB) No. 104 Revenue Recognition and Emerging Issues Task Force Issue No.
00-21 Accounting for Revenue Arrangements with Multiple Deliverables (EITF 00-21). SOP 97-2,
as amended, generally requires revenue earned on software arrangements involving multiple-elements
to be allocated to each element based on the relative fair values of those elements if fair values
exist for all elements of the arrangement. Pursuant to SOP 98-9, the Company recognizes revenue
from multiple-element software arrangements using the residual method. Under the residual method,
revenue is recognized in a multiple-element arrangement when Company-specific objective evidence of
fair value exists for all of the undelivered elements in the arrangement (i.e. professional
services, software support, hardware maintenance, remote hosting services, hardware and sublicensed
software), but does not exist for one or more of the delivered elements in the arrangement (i.e.
software solutions including project-related installation services). The Company allocates revenue
to each undelivered element in a multiple-element arrangement based on the elements respective
fair value, with the fair value determined by the price charged when that element is sold
separately. Specifically, the Company determines the fair value of the software support and
maintenance, hardware and sublicensed software support, remote hosting and subscriptions portions
of the arrangement based on the substantive renewal price for these services charged to clients;
professional services (including training and consulting) portion of the arrangement, other than
installation services, based on hourly rates which the Company charges for these services when sold
apart from a software license; and, the hardware and sublicensed software, based on the prices for
these elements when they are sold separately from the software. The residual amount of the fee
after allocating revenue to the fair value of the undelivered elements is attributed to the
software
solution, including project-related installation services. If evidence of the fair value
cannot be established for the undelivered elements of a license agreement, the entire amount of revenue under the
arrangement is deferred until these elements have been delivered or objective evidence can be
established.
The Company provides project-related installation services, which include project-scoping services,
conducting pre-installation audits and creating initial environments. Because installation
services are deemed to be essential to the functionality of the software, the Company recognizes
the software license and installation services fees over the software installation period using the
percentage of completion method pursuant to Statement of Position 81-1 (SOP 81-1),
Accounting for
Performance of Construction-Type and Certain Production-Type Contracts,
as prescribed by SOP 97-2.
The Company measures the percentage of completion based on output measures which reflect direct
labor hours incurred, beginning at software delivery and culminating at completion of installation.
The installation services process length is dependent upon client specific factors and generally
occurs in the same period the contracts are executed but can extend up to one year.
The Company also provides implementation and consulting services, which include consulting
activities that fall outside of the scope of the standard installation services. These services
vary depending on the scope and complexity requested by the client. Examples of such services may
include additional database consulting, system configuration, project management, testing
assistance, network consulting, post conversion review and application management services.
Implementation and consulting services generally are not deemed to be essential to the
functionality of the software, and thus do not impact the timing of the software license
recognition, unless software license fees are tied to implementation milestones. In those
instances, the portion of the software license fee tied to implementation milestones is deferred
until the related milestone is accomplished and related fees become billable and non-forfeitable.
Implementation fees are recognized over the service period, which may extend from nine months to
three years for multi-phased projects.
Remote hosting and managed services are marketed under long-term arrangements generally over
periods of five to 10 years. These services are typically provided to clients that have acquired a
perpetual license for licensed software and have contracted with the Company to host the software
in its data center. Under these arrangements, the client has the contractual right to take
possession of the licensed software at any time during the hosting period without significant
penalty and it is feasible for the client to either run the software on its own equipment or
contract with another party unrelated to the Company to host the software. These services are not
deemed to be essential to the functionality of the licensed software or other elements of the
arrangement and as such, the Company accounts for these arrangements under SOP 97-2, as prescribed
by EITF Issue No. 00-3, Application of AICPA Statement of Position 97-2 to Arrangements That
Include the Right to Use Software Stored on Another Entitys Hardware. The hosting and managed
services are recognized as the services are performed.
The Company also offers its solutions on an application service provider (ASP) model, making
available time based licenses for the Companys software functionality and providing the software
solutions on a remote processing basis from the Companys data centers. The data centers provide
system and administrative support as well as processing services. Revenue on software and services
provided on an ASP or term license basis is combined and recognized on a monthly basis over the
term of the contract. The Company capitalizes related direct costs consisting of third party costs
and direct software installation and implementation costs associated with the initial set up of the
client on the ASP service. These costs are amortized over the term of the arrangement.
Software support fees are marketed under annual and multi-year arrangements and are recognized as
revenue ratably over the contracted support term. Hardware and sublicensed software maintenance
revenues are recognized ratably over the contracted maintenance term.
Subscription and content fees are generally marketed under annual and multi-year agreements and are
recognized ratably over the contracted terms.
Hardware and sublicensed software sales are generally recognized when delivered to the client,
assuming title and risk of loss have transferred to the client.
Where the Company has contractually agreed to develop new or customized software code for a client
as a single element arrangement, the Company utilizes percentage of completion accounting in
accordance with SOP 81-1.
In England, the Company has contracted with third parties to customize software and provide
implementation and support services under long term arrangements (nine years). Because the
arrangements require customization and development of software, and fair value for the support
services does not exist in the arrangements, the entire arrangements are being accounted for as
single units of accounting under SOP 81-1. Also, because the Company believes it is reasonably
assured that no loss will be incurred under these arrangements, it is using the zero margin
approach of applying percentage-of-completion accounting until the software customization and
development services are completed or the Company is able to determine fair value for the support
services. The remaining unrecognized portion of the fee will be recognized ratably over the
remaining term of the arrangement. For the years ended December 29, 2007 and December 30, 2006,
approximately $96,000,000 and $71,000,000, respectively of revenue and expense had been recognized
in the accompanying Consolidated Statement of Operations.
Deferred revenue is comprised of deferrals for license fees, support, maintenance and other
services for which payment has been received and for which the service has not yet been performed
and revenue has not been recognized. Long-term deferred revenue at December 29, 2007, represents
amounts received from software support and maintenance services to be earned or provided beginning
in periods on or after December 30, 2007.
The Company incurs out-of-pocket expenses in connection with its client service activities,
primarily travel, which are reimbursed by its clients. The amounts of out-of-pocket expenses and
equal amounts of related reimbursements were $36,778,000, $39,051,000 and $33,387,000 for the years
ended December 29, 2007, December 30, 2006 and December 31, 2005, respectively.
The Companys arrangements with clients typically include a deposit due upon contract signing and
date-based licensed software payment terms and payments based upon delivery for services, hardware
and sublicensed software. The Company has periodically provided long-term financing options to
creditworthy clients through third party financing institutions and has directly provided extended
payment terms to clients from contract date. These extended payment term arrangements typically
provide for date based payments over periods ranging from 12 months up to seven years. Pursuant to
SOP 97-2, because a significant portion of the fee is due beyond one year, the Company has analyzed
its history with these types of arrangements and has concluded that it has a standard business
practice of using extended payment term arrangements and a long history of successfully collecting
under the original payment terms for arrangements with similar clients, product offerings, and
economics without granting concessions. Accordingly, the Company considers the fee to be fixed and
determinable in these extended payment term arrangements and, thus, the timing of revenue is not
impacted by the existence of extended payments. Some of these payment streams have been assigned
on a non-recourse basis to third party financing institutions. The Company accounts for the
assignment of these receivables as true sales as defined in FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Provided all
revenue recognition criteria have been met, the Company recognizes revenue for these arrangements
under its normal revenue recognition criteria, net of any payment discounts from financing
transactions.
The terms of the Companys software license agreements with its clients generally provide for a
limited indemnification of such intellectual property against losses, expenses and liabilities
arising from third party claims based on alleged infringement by the Companys solutions of an
intellectual property right of such third party. The terms of such indemnification often limit the
scope of and remedies for such indemnification obligations and generally include a right to replace
or modify an infringing solution. To date, the Company has not had to reimburse any of its clients
for any losses related to these indemnification provisions pertaining to third party intellectual
property infringement claims. For several reasons, including the lack of prior indemnification
claims and the lack of a monetary liability limit for certain infringement cases under the terms of
the corresponding agreements with its clients, the
Company cannot determine the maximum amount of
potential future payments, if any, related to such indemnification provisions.
(d)
Fiscal Year
- The Companys fiscal year ends on the Saturday closest to December 31. All
references to years in these notes to consolidated financial statements represent fiscal years
unless otherwise noted.
(e)
Software Development Costs
- Costs incurred internally in creating computer software products
are expensed until technological feasibility has been established upon completion of a detailed
program design. Thereafter, all software development costs are capitalized and subsequently
reported at the lower of amortized cost or net realizable value. Capitalized costs are amortized
based on current and expected future revenue for each software solution with minimum annual
amortization equal to the straight-line amortization over the estimated economic life of the
solution. The Company is amortizing capitalized costs over five years. During 2007, 2006 and
2005, the Company capitalized $65,985,000, $60,943,000 and $62,039,000, respectively, of total
software development costs of $283,086,000, $262,163,000 and $225,606,000, respectively.
Amortization expense of capitalized software development costs in 2007, 2006 and 2005 was
$53,475,000, $45,750,000 and $47,888,000, respectively, and accumulated amortization was
$356,485,000, $303,010,000 and $255,122,000, respectively. Included in 2007 total software
development costs is $8.6 million of research and development activities for the
RxStation
medical
dispensing devices. $3.4 million of this amount recorded in 2007 is related to periods prior to
2007 and is immaterial to both 2007 and the prior periods to which it relates.
(f)
Cash Equivalents
Cash equivalents consist of short-term marketable securities with original
maturities less than 90 days.
(g)
Short-term Investments
The Companys short-term investments are primarily invested in
auction rate securities which are debt instruments having longer-dated (in most cases, many years)
legal maturities, but with interest rates that are generally reset every 28-49 days under an
auction system. Because auction rate securities are frequently re-priced, they trade in the market
on par-in, par-out basis. Because the Company regularly liquidates its investments in these
securities for reasons including, among others, changes in market interest rates and changes in the
availability of and the yield on alternative investments, the Company has classified these
securities as available-for-sale securities. As available-for-sale securities, these investments
are carried at fair value, which approximates cost. Despite the liquid nature of these
investments, the Company categorizes them as short-term investments instead of cash and cash
equivalents due to the underlying legal maturities of such securities. However, they have been
classified as current assets as they are generally available to support the Companys current
operations. There have been no realized gains or losses on these investments.
(h)
Inventory
- Inventory consists primarily of computer hardware, sub-licensed software held for
resale and
RxStation
medication dispensing units. Inventory is recorded at the lower of cost
(first-in, first-out) or market.
(i)
Property and Equipment
- Property, equipment and leasehold improvements are stated at cost.
Depreciation of property and equipment is computed using the straight-line method over periods of
two to 50 years. Amortization of leasehold improvements is computed using a straight-line method
over the shorter of the lease terms or the useful lives, which range from periods of two to 15
years.
(j)
Earnings per Common Share
Basic earnings per share (EPS) excludes dilution and is computed
by dividing income available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the earnings of the Company. A
reconciliation of the numerators and the denominators of the basic and diluted per-share
computations are as follows:
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|
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|
|
|
|
|
|
|
|
|
|
|
2007
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|
|
2006
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|
|
2005
|
|
|
|
Earnings
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|
Shares
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Per-Share
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|
Earnings
|
|
|
Shares
|
|
|
Per-Share
|
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|
Earnings
|
|
|
Shares
|
|
|
Per-Share
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|
|
(Numerator)
|
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|
(Denominator)
|
|
|
Amount
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|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
(Numerator)
|
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|
(Denominator)
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|
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Amount
|
|
|
|
|
(In thousands,
except per share
data)
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|
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|
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|
|
|
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|
|
|
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Basic earnings per share:
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|
|
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|
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|
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Income available to
common
stockholders
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$
|
127,125
|
|
|
|
79,395
|
|
|
$
|
1.60
|
|
|
$
|
109,891
|
|
|
|
77,691
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|
|
$
|
1.41
|
|
|
$
|
86,251
|
|
|
|
74,144
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|
|
$
|
1.16
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|
|
|
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|
|
|
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|
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Effect of dilutive
securities:
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|
|
|
|
|
|
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|
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|
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Stock options
|
|
|
|
|
|
|
3,823
|
|
|
|
|
|
|
|
|
|
|
|
4,032
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|
|
|
|
|
|
|
|
|
|
|
3,946
|
|
|
|
|
|
|
|
|
Diluted earnings
per share:
|
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|
|
|
|
|
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|
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|
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|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
Income available to
common
stockholders
including
assumed
conversions
|
|
$
|
127,125
|
|
|
|
83,218
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|
|
$
|
1.53
|
|
|
$
|
109,891
|
|
|
|
81,723
|
|
|
$
|
1.34
|
|
|
$
|
86,251
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|
|
78,090
|
|
|
$
|
1.10
|
|
|
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|
Options to purchase 1,081,000, 1,121,000 and 166,000 shares of common stock at per share prices
ranging from $40.84 to $136.86, $33.86 to $136.86 and $38.32 to $136.86, were outstanding at the
end of 2007, 2006 and 2005, respectively, but were not included in the computation of diluted
earnings per share because they were antidilutive.
(k)
Foreign Currency
- Assets and liabilities of foreign subsidiaries whose functional currency is
the local currency are translated into U.S. dollars at exchange rates prevailing at the balance
sheet date. Revenues and expenses are translated at average exchange rates during the year. The
net exchange differences resulting from these translations are reported in accumulated other
comprehensive income. Gains and losses resulting from foreign currency transactions are included
in the consolidated statements of operations. The net gain resulting from foreign currency
transactions is included in general and administrative expenses in the consolidated statements of
operations and amounted to $3,691,000, $3,764,000 and $2,700,000 in 2007, 2006 and 2005,
respectively.
(l)
Income Taxes
- Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled.
(m)
Goodwill and Other Intangible Assets
The Company accounts for goodwill under the
provisions of Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangible Assets. As a result, goodwill and intangible assets with indefinite lives are not
amortized but are evaluated for impairment annually or whenever there is an impairment indicator.
All goodwill is assigned to a reporting unit, where it is subject to an impairment test based on
fair value. The Company assesses its goodwill for impairment in the second quarter of its fiscal
year. There was no impairment of goodwill in 2007 and 2006. The Company used a discounted cash
flow analysis to determine the fair value of the reporting units for all periods tested. The
company also evaluated impairment indicators in 2006 and 2007, resulting in no impairment. The
Companys intangible assets, other than goodwill or intangible assets with indefinite lives, are
all subject to amortization, are amortized on a straight-line basis, and are summarized as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
December 29, 2007
|
|
December 30, 2006
|
|
|
Amortization
|
|
Gross Carrying
|
|
Accumulated
|
|
Gross Carrying
|
|
Accumulated
|
|
|
Period (Yrs)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
|
|
|
|
|
|
(In thousands)
|
Purchased software
|
|
|
5.0
|
|
|
$
|
59,775
|
|
|
$
|
44,557
|
|
|
$
|
56,663
|
|
|
$
|
36,031
|
|
Customer lists
|
|
|
5.0
|
|
|
|
55,384
|
|
|
|
30,236
|
|
|
|
47,793
|
|
|
|
19,688
|
|
Patents
|
|
|
17.0
|
|
|
|
6,826
|
|
|
|
1,244
|
|
|
|
6,136
|
|
|
|
1,198
|
|
Non-compete agreements
|
|
|
3.0
|
|
|
|
1,824
|
|
|
|
918
|
|
|
|
1,118
|
|
|
|
364
|
|
|
|
|
|
|
|
|
Total
|
|
|
5.63
|
|
|
$
|
123,809
|
|
|
$
|
76,955
|
|
|
$
|
111,709
|
|
|
$
|
57,281
|
|
|
|
|
|
|
|
|
Amortization expense was $19,674,000, $16,842,000 and $17,258,000 for the years ended 2007, 2006
and 2005, respectively.
Estimated aggregate amortization expense for each of the next five years is as follows:
|
|
|
|
|
(In thousands)
|
|
|
|
|
For year ended: 2008
|
|
$
|
17,289
|
|
2009
|
|
|
15,388
|
|
2010
|
|
|
4,639
|
|
2011
|
|
|
3,135
|
|
2012
|
|
|
855
|
|
The changes in the carrying amount of goodwill for the 12 months ended December 29, 2007 are as
follows:
|
|
|
|
|
(In thousands)
|
|
|
|
|
Balance as of December 30, 2006
|
|
$
|
128,819
|
|
Goodwill acquired
|
|
|
12,733
|
|
Foreign currency translation adjustment and other
|
|
|
2,372
|
|
|
|
|
|
Balance as of December 29, 2007
|
|
$
|
143,924
|
|
|
|
|
|
At December 29, 2007 and December 30, 2006, goodwill of $125,516,000 and $112,312,000 has been
allocated to the Domestic segment respectively. The 2007 and 2006 amounts of goodwill allocated to
the global segment was $18,408,000 and $16,507,000, respectively.
(n)
Use of Estimates
- The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
(o)
Concentrations
Substantially all of the Companys cash and cash equivalents and short-term
investments are held at three major U.S. financial institutions. The majority of the Companys
cash equivalents consist of U.S. Government Federal Agency Securities, short-term marketable
securities, and overnight repurchase agreements. Deposits held with banks may exceed the amount of
insurance provided on such deposits. Generally these deposits may be redeemed upon demand and,
therefore, bear minimal risk.
Substantially all of the Companys clients are integrated delivery networks, physicians, hospitals
and other healthcare related organizations. If significant adverse macro-economic factors were to
impact these organizations it could materially adversely affect the Company. The Companys access
to certain software and hardware components is dependent upon single and sole source suppliers.
The inability of any supplier to fulfill supply requirements of the Company could affect future
results.
(p)
Accounting for Share-based payments
On January 1, 2006, the Company adopted SFAS No.
123(R), Share-Based Payments, using the modified prospective method of adoption. SFAS 123R
replaces SFAS 123, Accounting for Stock-Based Compensation, and supersedes Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R addresses
the accounting for share-based payment transactions with employees and other third parties and
requires that the compensation costs relating to such transactions be recognized in the
consolidated statement of earnings.
Prior to the adoption of SFAS 123R, the Company applied the intrinsic-value-based method of
accounting prescribed by APB Opinion No. 25 to account for its fixed-plan stock options. Under
this method, compensation expense was recorded on the date of grant only if the current market
price of the underlying stock exceeded the exercise price. As previously allowed under SFAS 123,
the Company only adopted the disclosure requirements of SFAS 123, which established a fair
value-based method of accounting for stock-based employee compensation plans. The following is a
reconciliation of reported net earnings to adjusted net earnings had the Company recorded
compensation expense based on the fair value at the grant date for its stock options under SFAS 123
for the year ended 2005.
|
|
|
|
|
(In thousands, except per share data)
|
|
2005
|
|
Reported net earnings
|
|
$
|
86,251
|
|
Less: stock-based compensation expense determined
under fair-value-based method for all awards, net of tax
|
|
|
(10,971
|
)
|
|
|
|
|
Adjusted net earnings
|
|
|
75,280
|
|
|
|
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
Reported net earnings
|
|
$
|
1.16
|
|
Less: stock-based compensation expense determined
under fair-value-based method for all awards, net of tax
|
|
|
(0.14
|
)
|
|
|
|
|
Adjusted net earnings
|
|
|
1.02
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
Reported net earnings
|
|
$
|
1.10
|
|
Less: stock-based compensation expense determined
under fair-value-based method for all awards, net of tax
|
|
|
(0.14
|
)
|
|
|
|
|
Adjusted net earnings
|
|
|
0.96
|
|
|
|
|
|
(q)
Reclassifications
Certain prior year amounts in our consolidated balance sheet have been
reclassified to conform to the current year presentation.
(r)
Derivative Instruments and Hedging Activities
The Company follows Statement of Financial
Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Investments and Hedging
Activities, as amended, to account for its derivative and hedging activities.
The Company has issued foreign-denominated debt to manage its foreign currency exposure related to
its net investment in its subsidiary in England. Beginning in 2006, at the beginning of each
quarterly period, the Company designated a portion (between £60 million and £63 million during the
year) of its debt (£65 million), which is denominated in Great Britain Pounds, to hedge its net
investment in England. During 2007 the Company designated all £65 million of its debt that is
denominated in Great Britain Pounds. At December 29, 2007, approximately $1.5 million, net of
approximately $1 million of tax, of increases in the debt related to changes in the foreign
currency exchange rate were included in accumulated other comprehensive income. At December 30,
2006 approximately $9 million, net of approximately $6 million of tax, of increases in the debt
related to changes in the foreign currency exchange rate were included in accumulated other
comprehensive income.
(s)
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value
Measurements. This statement establishes a single authoritative definition of fair value when
accounting rules require the use of fair value and sets out a framework for measuring fair value
and requires additional disclosures about fair value measurements. The Company is currently
assessing the impact of adoption of SFAS 157 on its results of operations
and its financial position and will be required to adopt SFAS 157 as of the first day of the 2008
fiscal year. The effect of adopting SFAS 157 is not expected to be material to the Companys
consolidated financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (SFAS 159),
The Fair Value Option for Financial Assets and Financial Liabilities. This statement provides
companies with an option to report selected financial assets and liabilities at fair value. The
company is currently assessing the impact of adoption of SFAS 159 on its results of operations and
its financial position and will be required to adopt SFAS 159 as of the first day of the 2008
fiscal year. The effect of adopting SFAS 159 is not expected to be material to the Companys
consolidated financial statements.
In December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 141 (revised 2007), Business Combinations (SFAS 141(R)) which replaces
SFAS 141 and supersedes FIN 4, Applicability of FASB Statement No. 2 to Business Combinations
Accounted for by the Purchase Method. SFAS 141(R) establishes guidelines for how an acquirer
measures and recognizes the identifiable assets, goodwill, noncontrolling interest, and liabilities
assumed in a business combination. Additionally, SFAS 141(R) outlines the disclosures necessary to
allow financial statement users to assess the impact of the acquisition. The Company is
currently assessing the impact of adoption of SFAS 141(R) on its results of operations and its
financial position, which is expected to be immaterial, and will be required to adopt SFAS 141(R)
prospectively for business combinations occurring on or after the first day of the 2009 fiscal
year.
Also in December 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements, which amends ARB No. 51. SFAS 160
guides that a noncontrolling interest in a subsidiary should be reported as equity in the
consolidated financial statements, and that net income should be reported at amounts that include
the amounts attributable to both the parent and the noncontrolling interest. The Company is
currently assessing the impact of adoption of SFAS 160 on its results of operations and its
financial position, which is expected to be immaterial, and will be required to adopt SFAS 160 as
of the first day of the 2009 fiscal year.
(2) Business Acquisitions
During the three years ended December 29, 2007, the Company completed five acquisitions, which were
accounted for under the purchase method of accounting. The results of each acquisition are
included in the Companys consolidated statements of operations from the date of each acquisition.
Below is a description of the three most significant acquisitions.
On February 22, 2007, the Company completed the purchase of assets of Etreby Computer Company, Inc.
(Etreby), for $25,120,000, which was reduced by $1,588,000 for a working capital adjustment in
the second quarter of 2007. Etreby was a software provider of retail pharmacy management systems.
The acquisition of Etrebys assets has expanded the Companys pharmacy systems portfolio. The
operating results of Etreby were combined with those of the Company subsequent to the purchase date
of February 22, 2007. The allocation of the purchase price to the estimated fair values of the
identified tangible and intangible assets acquired and liabilities assumed, resulted in goodwill of
$12,676,000 and $10,181,000 in intangible assets. The intangible assets are being amortized over
five years. The goodwill was allocated to the Domestic segment and is expected to be deductible
for tax purposes. Unaudited
pro-forma results of operations have not been presented because the effect of this acquisition was
not material to the Company.
On July 5, 2006, the Company completed the purchase of Galt Associates, Inc., now known as Cerner
Galt, Inc. (Galt) for $13,766,000, net of cash acquired. Galt is a provider of safety and risk
management solutions for pharmaceutical, medical device and biotechnology companies. The
acquisition of Galt has enhanced the Companys LifeSciences portfolio by adding solutions and
services that use medical event data to monitor and manage the safety and effectiveness of various
therapies. The allocation of the purchase price to the estimated fair values of the identified
tangible and intangible assets acquired and liabilities assumed, resulted in goodwill of $9,298,000
and $4,266,000 in intangible assets. The intangible assets are being amortized over periods
between two and five years. Unaudited pro-forma results of operations for 2006 were not presented
because the effect of this acquisition was not material to the Company.
On January 3, 2005, the Company completed the purchase of assets of the medical business division
of VitalWorks, Inc. for approximately $100,000,000, which was funded with existing cash of
approximately $65,000,000 and borrowings on the revolving line of credit of approximately
$35,000,000. The medical business consists of delivering and supporting physician practice
management, electronic medical record, electronic data interchange and emergency department
information solutions and related products and services to physician practices, hospital emergency
departments, management service organizations and other related entities. The acquisition of
VitalWorks medical division expanded the Companys presence in the physician practice market.
$6,382,000 of the purchase price was allocated to in-process research and development that had not
reached technological feasibility and is reflected as a charge to earnings in 2005. The
allocation of the purchase price to the estimated fair values of the identified tangible and
intangible assets acquired and liabilities assumed, resulted in goodwill of $55,166,000 and
$43,450,000 in intangible assets that are being amortized over five years.
A summary of the Companys purchase acquisitions for the three years ended December 29, 2007, is
included in the following table (in millions, except share amounts):
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Developed
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Form of
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(In millions)
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Date
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Consideration
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Goodwill
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(Tax Basis)
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Intangibles
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Technology
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Consideration
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Fiscal Year 2007 Acquisition
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Name:
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Etreby Computer Company, Inc.
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Description of Business:
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Software provider of retail pharmacy management systems
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2/07
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$
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23.5
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$
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12.7
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$
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(12.7
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)
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$
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8.3
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$
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1.9
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$23.5 cash
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Reason for Acquisition:
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Integrate technology into
Cerner Millennium
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Fiscal Year 2006 Acquisition
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Name:
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Galt Associates, Inc.
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Description of Business:
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Safety and
risk management software for pharmaceutical, medical device and biotechnology companies
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7/06
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$
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13.7
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$
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9.3
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$
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$
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2.7
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$
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1.6
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$13.7 cash
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Reason for Acquisition:
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Integrate technology into
Cerner Millennium
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Fiscal Year 2005 Acquisition
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Name:
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Bridge Medical, Inc.
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Description of Business:
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Leader in point-of-care software market
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7/05
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$
|
11.0
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$
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5.4
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$
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(5.4
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)
|
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$
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5.5
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$
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2.9
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$11 cash
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Reason for Acquisition:
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Integrate technology into
Cerner Millennium
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Name:
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DKE SARL (Axya Systemes)
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Description of Business:
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Financial, administrative, and clinical solutions in Europe
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5/05
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$
|
5.2
|
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|
$
|
1.2
|
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$
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$
|
1.8
|
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$
|
1.5
|
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$5.2 cash
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Reason for Acquisition:
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Integrate technology into
Cerner Millennium
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Name:
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Medical Division of VitalWorks, Inc.
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Description of Business:
|
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|
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Physician practice solution
|
|
|
1/05
|
|
|
$
|
100.0
|
|
|
$
|
55.2
|
|
|
$
|
(55.2
|
)
|
|
$
|
35.1
|
|
|
$
|
8.4
|
|
|
$100 cash
|
|
Reason for Acquisition:
|
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Integrate technology into
Cerner Millennium
|
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Amounts
allocated to intangibles are amortized on a straight-line basis over
three to 17 years. Amounts allocated to software are amortized based
on current and expected future revenues for each product with minimum
annual amortization equal to the straight-line amortization over the
estimated economic life of the product.
|
|
(a) The
assets and liabilities of the acquired companies at the date of
acquisition are as follows:
|
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|
|
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|
|
|
|
|
|
|
|
|
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|
|
Etreby
|
|
|
|
|
|
|
|
|
|
|
Computer
|
|
Galt
|
|
Bridge Medical,
|
|
Axya
|
|
Medical Division of
|
(In thousands)
|
|
Company, Inc.
|
|
Associates, Inc.
|
|
Inc.
|
|
Systemes
|
|
VitalWorks, Inc.
|
|
|
|
Current assets
|
|
$
|
1,002
|
|
|
|
751
|
|
|
|
1,172
|
|
|
|
2,680
|
|
|
|
11,404
|
|
Total assets
|
|
|
24,280
|
|
|
|
15,372
|
|
|
|
15,802
|
|
|
|
7,209
|
|
|
|
120,175
|
|
Current liabilities
|
|
|
748
|
|
|
|
1,606
|
|
|
|
4,748
|
|
|
|
2,244
|
|
|
|
17,064
|
|
Total liabilities
|
|
|
748
|
|
|
|
1,606
|
|
|
|
4,783
|
|
|
|
2,483
|
|
|
|
19,877
|
|
(3) Receivables
Receivables consist of accounts receivable and contracts receivable. Accounts receivable represent
recorded revenues that have been billed. Contracts receivable represent recorded revenues that are
billable by the Company at future dates under the terms of a contract with a client. Billings and
other consideration received on contracts in excess of related revenues recognized are recorded as
deferred revenue. Substantially all receivables are derived from sales and related support and
maintenance and professional services of the Companys clinical, administrative and financial
information systems and solutions to healthcare providers located throughout the United States and
in certain non-U.S. countries. A summary of receivables is as follows:
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|
|
|
|
|
|
|
|
|
|
December 29,
|
|
December 30,
|
(In thousands)
|
|
2007
|
|
2006
|
|
|
|
Accounts receivable, net of allowance
|
|
$
|
261,456
|
|
|
$
|
228,676
|
|
Contracts receivable
|
|
|
129,604
|
|
|
|
132,748
|
|
|
|
|
Total receivables, net
|
|
$
|
391,060
|
|
|
$
|
361,424
|
|
|
|
|
The Company performs ongoing credit evaluations of its clients and generally does not require
collateral from its clients. The Company provides an allowance for estimated uncollectible
accounts based on specific identification, historical experience and managements judgment. At the
end of 2007 and 2006 the allowance for estimated uncollectible accounts was $15,469,000 and
$14,628,000, respectively.
During 2007 and 2006, the Company received total client cash collections of $1,646,584,000 and
$1,457,603,000, respectively, of which $88,286,000 and $108,814,000 were received from third party
arrangements with non-recourse payment assignments.
(4) Property and Equipment
A summary of property, equipment, and leasehold improvements stated at cost, less accumulated
depreciation and amortization, is as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciable
|
|
|
December 29,
|
|
December 30,
|
(In thousands)
|
|
Lives (Yrs)
|
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
|
Furniture and fixtures
|
|
5
|
-
|
12
|
|
|
$
|
55,016
|
|
|
$
|
41,914
|
|
Computer and communications equipment
|
|
2
|
-
|
5
|
|
|
|
422,716
|
|
|
|
308,370
|
|
Leasehold improvements
|
|
2
|
-
|
15
|
|
|
|
123,799
|
|
|
|
95,433
|
|
Capital lease equipment
|
|
3
|
-
|
5
|
|
|
|
17,416
|
|
|
|
17,333
|
|
Land, buildings and improvements
|
|
12
|
-
|
50
|
|
|
|
176,216
|
|
|
|
144,820
|
|
Other equipment
|
|
5
|
-
|
20
|
|
|
|
983
|
|
|
|
4,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
796,146
|
|
|
|
612,169
|
|
Less accumulated depreciation and amortization
|
|
|
|
|
|
|
|
333,307
|
|
|
|
254,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment, net
|
|
|
|
|
|
|
$
|
462,839
|
|
|
$
|
357,942
|
|
|
|
|
|
|
|
|
|
Depreciation expense for the years ended December 29, 2007, December 30, 2006 and December 31, 2005
was $80,020,000, $61,380,000 and $49,057,000, respectively.
(5) Indebtedness
In November 2005, the Company completed a £65,000,000 ($129,779,000 at December 29, 2007) private
placement of debt at 5.54% pursuant to a Note Agreement. The Note Agreement is payable in seven
equal annual installments beginning in November 2009. The proceeds were used to repay the
outstanding amount under the Companys credit facility and for general corporate purposes. The
Note Agreement contains certain net worth and fixed charge coverage covenants and provides certain
restrictions on the Companys ability to borrow, incur liens, sell assets and pay dividends. The
Company was in compliance with all covenants at December 29, 2007.
In December 2002, the Company completed a $60,000,000 private placement of debt pursuant to a Note
Agreement. The Series A Senior Notes, with a $21,000,000 principal amount at 5.57%, are payable in
three equal installments, which began in December 2006. The Series B Senior notes, with a
$39,000,000 principal amount at 6.42%, are payable in four equal annual installments beginning
December 2009. The proceeds were used to repay the outstanding amount under the Companys credit
facility and for general corporate purposes. The Note Agreement contains certain net worth and
fixed charge coverage covenants and provides certain restrictions on the Companys ability to
borrow, incur liens, sell assets and pay dividends. The Company was in compliance with all
covenants at December 29, 2007.
In May 2002, the Company expanded its credit facility by entering into an unsecured credit
agreement with a group of banks led by US Bank. This agreement was amended and restated on
November 30, 2006 and provides for a current revolving line of credit for working capital purposes.
The current revolving line of credit is unsecured and requires monthly payments of interest only.
Interest is payable at the Companys option at a rate based on prime (7.25% at December 29, 2007)
or LIBOR (4.73% at December 29, 2007) plus 1.55%. The interest rate may be reduced by up to 1.15%
if certain net worth ratios are maintained. The agreement contains certain net worth, current
ratio, and fixed charge coverage covenants and provides certain restrictions on the Companys
ability to borrow, incur liens, sell assets, and pay dividends. A commitment fee of 2/10% is
payable quarterly based on the usage of the revolving line of credit. The revolving line of credit
matures on May 31, 2010. On January 10, 2005, the Company drew down $35,000,000 from its
revolving line of credit in connection with the acquisition of the medical business division of
VitalWorks. (See Note 2 to the consolidated financial statements.) This amount was
paid in full
as of December 31, 2005. As of December 29, 2007, the Company had no outstanding borrowings under
this agreement and had $90,000,000 available for working capital purposes. The Company was in
compliance with all covenants at December 29, 2007.
In April 1999, the Company completed a $100,000,000 private placement of debt pursuant to a Note
Agreement. The Series A Senior Notes, with a $60,000,000 principal amount at 7.14% were paid in
full in
2006. The Series B Senior Notes, with a $40,000,000 principal amount at 7.66%, are payable in six
equal annual installments which commenced in April 2004. The proceeds were used to retire the
Companys existing $30,000,000 of debt, and the remaining funds were used for capital improvements
and to strengthen the Companys cash position. The Note Agreement contains certain net worth,
current ratio, and fixed charge coverage covenants and provides certain restrictions on the
Companys ability to borrow, incur liens, sell assets and pay dividends. The Company was in
compliance with all covenants at December 29, 2007.
In March 2004, the Company issued a $7,500,000 promissory note to Cedars-Sinai Medical Center of
which $2,500,000 was repaid in October 2004. The balance of the note was paid on April 30, 2007.
The Company also has capital lease obligations amounting to $769,000, payable over the next two
years.
The aggregate maturities for the Companys long-term debt, including capital lease obligations, are
as follows (in thousands):
|
|
|
|
|
(In thousands)
|
|
|
|
|
2008
|
|
$
|
14,260
|
|
2009
|
|
|
36,044
|
|
2010
|
|
|
29,362
|
|
2011
|
|
|
28,290
|
|
2012
|
|
|
28,290
|
|
2013 and thereafter
|
|
|
55,620
|
|
|
|
|
|
Total maturities
|
|
$
|
191,866
|
|
|
|
|
|
The Company estimates the fair value of its long-term, fixed-rate debt using a discounted cash flow
analysis based on the Companys current borrowing rates for debt with similar maturities. The fair
value of the Companys long-term debt was approximately $173,675,000 and $185,154,000 at December
29, 2007 and December 30, 2006, respectively.
(6) Interest Income (Expense)
A summary of interest income and expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
Interest income
|
|
$
|
13,206
|
|
|
$
|
11,877
|
|
|
$
|
3,871
|
|
Interest expense
|
|
|
(11,937
|
)
|
|
|
(12,574
|
)
|
|
|
(9,729
|
)
|
|
|
|
Interest income (expense), net
|
|
$
|
1,269
|
|
|
$
|
(697
|
)
|
|
$
|
(5,858
|
)
|
|
|
|
(7) Stock Options and Equity
At the end of 2007 and 2006, the Company had 1,000,000 shares of authorized but unissued preferred
stock, $.01 par value.
As of December 29, 2007, the Company had four fixed stock option and equity plans in effect for
associates. The awards granted under these plans qualify for equity classification pursuant to
SFAS 123R. Amounts recognized in the consolidated financial statements with respect to these plans
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
Total cost of share-based payments for the period
|
|
$
|
17,334
|
|
|
$
|
19,973
|
|
|
$
|
727
|
|
Amounts capitalized in software development costs, net of amortization
|
|
|
(1,145
|
)
|
|
|
(952
|
)
|
|
|
|
|
|
|
|
Amounts charged against earnings, before income tax benefit
|
|
$
|
16,189
|
|
|
$
|
19,021
|
|
|
$
|
727
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of related income tax benefit recognized in earnings
|
|
$
|
6,030
|
|
|
$
|
7,275
|
|
|
$
|
278
|
|
|
|
|
During 2007, the Company had two shareholder approved long-term incentive plans from which it could
issue grants.
Under the 2001 Long-Term Incentive Plan F, the Company is authorized to grant to associates,
directors and consultants 4,000,000 shares of common stock awards taking into account the
stock-split effective January 10, 2006. Awards under this plan may consist of stock options,
restricted stock and performance shares, as well as other awards such as stock appreciation rights,
phantom stock and performance unit awards which may be payable in the form of common stock or cash
at the Companys discretion. However, not more than 1,000,000 of such shares will be available for
granting any types of grants other than options or stock appreciation rights. Options under Plan F
are exercisable at a price not less than fair market value on the date of grant as determined by
the Stock Option Committee. Options under this plan typically vest over a period of five years as
determined by the Stock Option Committee and are exercisable for periods of up to 25 years.
Under the 2004 Long-Term Incentive Plan G, the Company is authorized to grant to associates and
directors 4,000,000 shares of common stock awards taking into account the stock-split effective
January 10, 2006. Awards under this plan may consist of stock options, restricted stock and
performance shares, as well as other awards such as stock appreciation rights, phantom stock and
performance unit awards which may be payable in the form of common stock or cash at the Companys
discretion. Options under Plan G are exercisable at a price not less than fair market value on the
date of grant as determined by the Stock Option Committee. Options under this plan typically vest
over a period of five years as determined by the Stock Option Committee and are exercisable for
periods of up to 12 years. In 2007, Long-Term Incentive Plan G was amended to permit Cerner the
ability to recover fringe benefit tax payments made by Cerner on behalf of its associates in India.
In addition to the stock option plans, the Company has also granted 1,708,170 other non-qualified
stock options over time through December 29, 2007, under separate agreements to associates and
certain third parties. These options are exercisable at a price equal to or greater than the fair
market value on the date of grant. These options vest over periods of up to six years and are
exercisable for periods of up to 10 years.
The fair market value of each stock option award is estimated on the date of grant using a lattice
option-pricing model for 2007 and 2006 and the Black-Scholes option-pricing model for 2005. In
2006, the Company changed its valuation model from the Black-Scholes option-pricing model to the
lattice pricing model because it is believed to provide greater flexibility for valuing the
substantive characteristics of employee share instruments, resulting in a more accurate estimate of
fair market value. The pricing model requires the use of the following estimates and assumptions:
|
|
|
Expected volatilities under the lattice model are based on an equal weighting of implied
volatilities from traded options on the Companys shares and historical volatility.
Expected volatilities under
|
|
|
|
the Black-Scholes model were based entirely on the historical
volatility. The Company uses historical data to estimate the stock option exercise and
associate departure behavior used in the lattice model; groups of associates (executives
and non-executives) that have similar historical behavior are considered separately for
valuation purposes.
|
|
|
|
|
The expected term of stock options granted is derived from the output of the lattice
model and represents the period of time that stock options granted are expected to be
outstanding; the range given below results from certain groups of associates exhibiting
different post-vesting behaviors. The expected term under the Black-Scholes model was
determined using the simplified method of estimating the term as described in Staff
Accounting Bulletin 107.
|
|
|
|
|
The risk-free rate used in 2007 and 2006 is based on the zero-coupon U.S. Treasury bond
with a term equal to the contractual term of the awards. The risk-free rate used in 2005
is based on the zero-coupon U.S. Treasury bond with a term equal to the expected term of
the awards.
|
The weighted-average assumptions used to estimate the fair market value of stock options are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
Expected Volatility (%)
|
|
|
43.1
|
|
|
|
-
|
|
|
|
46.1
|
|
|
|
46.8
|
|
|
|
-
|
|
|
|
48.2
|
|
|
|
45.4
|
|
|
|
-
|
|
|
|
49.1
|
|
|
Expected term (yrs)
|
|
|
9.6
|
|
|
|
-
|
|
|
|
9.9
|
|
|
|
8.0
|
|
|
|
-
|
|
|
|
8.7
|
|
|
|
|
|
|
|
6.6
|
|
|
|
|
|
|
Risk-free rate (%)
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
A combined summary of the stock option activity of the Companys four fixed stock option and equity
plans (Non-Qualified Stock Option Plans D and E were in effect prior to 2005 and some options
remain issued and outstanding; however, no new grants were permitted to be issued from Plans D and
E after January 1, 2005 pursuant to the terms of the Plans) and other stock options at the end of
2007, 2006 and 2005 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
|
|
|
Weighted-Average
|
|
Aggregate
|
|
|
|
|
|
Weighted-Average
|
|
Aggregate
|
|
|
|
|
|
Weighted-Average
|
Options
|
|
Number of Shares
|
|
Exercise Price
|
|
Intrinsic Value
|
|
Number of Shares
|
|
Exercise Price
|
|
Intrinsic Value
|
|
Number of Shares
|
|
Exercise Price
|
|
|
|
|
|
Outstanding at
December 30, 2006
|
|
|
10,432,448
|
|
|
$
|
21.11
|
|
|
|
|
|
|
|
11,039,522
|
|
|
$
|
18.51
|
|
|
|
|
|
|
|
14,545,148
|
|
|
$
|
16.25
|
|
Granted
|
|
|
934,280
|
|
|
|
55.04
|
|
|
|
|
|
|
|
1,044,230
|
|
|
|
42.63
|
|
|
|
|
|
|
|
1,341,286
|
|
|
|
33.77
|
|
Exercised
|
|
|
(1,731,512
|
)
|
|
|
16.80
|
|
|
|
|
|
|
|
(1,352,318
|
)
|
|
|
15.78
|
|
|
|
|
|
|
|
(4,272,960
|
)
|
|
|
15.62
|
|
Forfeited and
Expired
|
|
|
(489,653
|
)
|
|
|
29.83
|
|
|
|
|
|
|
|
(298,986
|
)
|
|
|
24.32
|
|
|
|
|
|
|
|
(573,952
|
)
|
|
|
18.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at
December 29, 2007
|
|
|
9,145,563
|
|
|
$
|
24.94
|
|
|
$
|
298,744,933
|
|
|
|
10,432,448
|
|
|
$
|
21.11
|
|
|
$
|
177,409,878
|
|
|
|
11,039,522
|
|
|
$
|
18.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable
at the end of the
year
|
|
|
5,423,960
|
|
|
$
|
17.51
|
|
|
$
|
217,383,381
|
|
|
|
5,391,750
|
|
|
$
|
15.98
|
|
|
$
|
116,135,878
|
|
|
|
4,813,058
|
|
|
$
|
15.56
|
|
The following tables summarize information about fixed and other stock options outstanding at
December 29, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Range of
|
|
Number Outstanding at
|
|
Remaining Contractual
|
|
Weighted-Average
|
Exercise Prices
|
|
12/29/2007
|
|
Life (yrs)
|
|
Exercise Price
|
$6.25 - 14.00
|
|
|
2,361,129
|
|
|
|
6.15
|
|
|
$
|
10.16
|
|
14.10 - 21.64
|
|
|
2,465,376
|
|
|
|
7.05
|
|
|
|
18.07
|
|
21.65 - 39.29
|
|
|
2,383,141
|
|
|
|
6.10
|
|
|
|
27.65
|
|
39.78 - 136.86
|
|
|
1,935,917
|
|
|
|
8.77
|
|
|
|
48.37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,145,563
|
|
|
|
6.94
|
|
|
|
24.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Exercisable
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Range of
|
|
Number Exercisable at
|
|
Remaining Contractual
|
|
Weighted-Average
|
Exercise Prices
|
|
12/29/2007
|
|
Life (yrs)
|
|
Exercise Price
|
$6.25 - 14.00
|
|
|
1,890,587
|
|
|
|
|
|
|
$
|
10.16
|
|
14.10 - 21.64
|
|
|
2,091,288
|
|
|
|
|
|
|
|
17.75
|
|
21.65 - 39.29
|
|
|
1,387,485
|
|
|
|
|
|
|
|
26.18
|
|
39.78 - 136.86
|
|
|
54,600
|
|
|
|
|
|
|
|
42.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,423,960
|
|
|
|
6.54
|
|
|
|
17.51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair market value of stock options granted during 2007, 2006 and
2005 was $29.17, $19.68 and $17.86, respectively. The total intrinsic value of stock options
exercised in 2007 and 2006 was $67,336,000 and $39,276,000, respectively. The Company issues new
shares to satisfy option exercises.
Restricted Stock Grants
A summary of the Companys restricted stock grants during 2007, 2006 and 2005 are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair
|
|
|
|
|
|
Number of
|
|
|
Plan
|
|
Shares Granted
|
|
Grant Date
|
|
Value
|
|
Vesting Date
|
|
Shares
|
|
Recipient
|
|
F
|
|
|
15,000
|
|
|
|
7/6/2004
|
|
|
$
|
21.16
|
|
|
|
5/26/2005
|
|
|
|
15,000
|
|
|
BOD
|
|
F
|
|
|
5,000
|
|
|
|
4/4/2005
|
|
|
|
26.19
|
|
|
|
2/2/2006
|
|
|
|
1,666
|
|
|
BOD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/2/2007
|
|
|
|
1,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/2/2008
|
|
|
|
1,668
|
|
|
|
|
|
|
F
|
|
|
25,000
|
|
|
|
6/3/2005
|
|
|
|
31.41
|
|
|
|
5/25/2006
|
|
|
|
25,000
|
|
|
BOD
|
|
G
|
|
|
5,000
|
|
|
|
6/3/2005
|
|
|
|
31.41
|
|
|
|
5/25/2006
|
|
|
|
1,666
|
|
|
BOD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/24/2007
|
|
|
|
1,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5/22/2008
|
|
|
|
1,668
|
|
|
|
|
|
|
F
|
|
|
5,000
|
|
|
|
6/13/2005
|
|
|
|
31.79
|
|
|
|
12/31/2006
|
|
|
|
|
|
|
* Associate
|
|
F
|
|
|
15,000
|
|
|
|
5/26/2006
|
|
|
|
36.61
|
|
|
|
5/24/2007
|
|
|
|
15,000
|
|
|
BOD
|
|
F
|
|
|
6,000
|
|
|
|
7/25/2006
|
|
|
|
38.75
|
|
|
|
5/24/2007
|
|
|
|
6,000
|
|
|
BOD
|
|
F
|
|
|
13,800
|
|
|
|
5/25/2007
|
|
|
|
57.25
|
|
|
|
5/22/2008
|
|
|
|
13,800
|
|
|
BOD
|
|
G
|
|
|
9,666
|
|
|
|
12/5/2007
|
|
|
|
58.62
|
|
|
|
12/5/2008
|
|
|
|
3,222
|
|
|
Associate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2009
|
|
|
|
3,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2010
|
|
|
|
3,222
|
|
|
|
|
|
|
|
|
|
*
|
|
Grant cancelled on 12/30/2006 due to failure to meet performance criteria.
|
All grants were valued at the fair market value on the date of grant and vest provided the
recipient has continuously served on the Board of Directors through such vesting date or in the
case of an associate provided that performance measures are attained. The expense associated with
these grants is being recognized over the period from the date of grant to the vesting date. The
Company recognized expenses related to the restricted stock of $887,000, $853,000 and $780,000 in
2007, 2006 and 2005, respectively.
Nonvested Shares
A summary of the Companys nonvested share-based compensation arrangements granted under all plans
as of December 29, 2007 is presented below:
|
|
|
|
|
|
|
|
|
|
|
Nonvested Stock
|
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
Grant Date
|
|
Options
|
|
Number of Shares
|
|
|
Fair Value
|
|
|
Outstanding at December 30, 2006
|
|
|
27,668
|
|
|
$
|
34.67
|
|
Granted
|
|
|
23,466
|
|
|
|
57.81
|
|
Vested
|
|
|
(24,332
|
)
|
|
|
38.72
|
|
|
|
|
|
|
|
|
Outstanding at December 29, 2007
|
|
|
26,802
|
|
|
|
54.20
|
|
|
|
|
|
|
|
|
As of December 29, 2007, there was $38,533,000 of total unrecognized compensation cost related to
nonvested share-based compensation arrangements (including stock option and nonvested share awards)
granted under all plans. That cost is expected to be recognized over a weighted-average period of
1.58 years. The total fair market value of shares vested during 2007, 2006 and 2005 was
$1,380,000, $1,031,000 and $494,400, respectively.
Associate Stock Purchase Plan
The Company established an Associate Stock Purchase Plan (ASPP) in 2001, which qualifies under
Section 423 of the Internal Revenue Code. Each individual employed by the Company and associates
of the Companys United States based subsidiaries, except as provided below, are eligible to
participate in the Plan (Participants). The following individuals are excluded from
participation: (a) persons who, as of the beginning of a purchase period under the Plan, have been
continuously employed by the Company or its domestic subsidiaries for less than two weeks; (b)
persons who, as of the beginning of a purchase period, own directly or indirectly, or hold options
or rights to acquire under any agreement or Company plan, an aggregate of 5% or more of the total
combined voting power or value of all outstanding shares of all classes of Company Common Stock;
and, (c) persons who are customarily employed by the Company for less than 20 hours per week or for
less than five months in any calendar year. Participants may elect to make contributions from 1%
to 20% of compensation to the ASPP, subject to annual limitations determined by the Internal
Revenue Service. Participants may purchase Company Common Stock at a 15% discount on the last
business day of the purchase period. The purchase of the Companys Common Stock is made through
the ASPP on the open market and subsequently reissued to the associates. Under FAS123R, the
difference of the open market purchase and the participants purchase price is being recognized as
compensation expense.
(8) Foundations Retirement Plan
The Cerner Corporation Foundations Retirement Plan (the Plan) is established under Section 401(k)
of the Internal Revenue Code. All associates over age 18 and not a member of an excluded class are
eligible to participate. Participants may elect to make pretax contributions from 1% to 80% of
eligible compensation to the Plan, subject to annual limitations determined by the Internal Revenue
Service. Participants may direct contributions into mutual funds, a money market fund, a Company
stock fund, or a self-directed brokerage account. The Company makes matching contributions to the
Plan, on behalf of participants, in an amount equal to 33% of the first 6% of the participants
salary contribution. The Companys expenses for the Plan amounted to $8,280,000, $7,791,000 and
$7,130,000 for 2007, 2006 and 2005, respectively.
The Company added a second tier discretionary match to the Plan in 2000. Contributions are based
on attainment of established earnings per share goals for the year or the established financial
metric for the Plan. Only participants who defer 2% of their base salary are eligible to receive
the discretionary match
contribution. For the years ended 2007, 2006 and 2005 the Company expensed
$6,019,000, $6,638,000 and $5,783,000 for discretionary distributions, respectively.
(9) Income Taxes
Income tax expense (benefit) for the years ended 2007, 2006 and 2005 consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
66,701
|
|
|
$
|
44,139
|
|
|
$
|
47,499
|
|
State
|
|
|
3,600
|
|
|
|
7,855
|
|
|
|
7,549
|
|
Foreign
|
|
|
24,629
|
|
|
|
(2,987
|
)
|
|
|
819
|
|
|
|
|
Total current expense
|
|
|
94,930
|
|
|
|
49,007
|
|
|
|
55,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(1,726
|
)
|
|
|
6,586
|
|
|
|
(2,964
|
)
|
State
|
|
|
(1,360
|
)
|
|
|
(1,431
|
)
|
|
|
(2,382
|
)
|
Foreign
|
|
|
(15,002
|
)
|
|
|
3,491
|
|
|
|
(1,528
|
)
|
|
|
|
Total deferred expense (benefit)
|
|
|
(18,088
|
)
|
|
|
8,646
|
|
|
|
(6,874
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
76,842
|
|
|
$
|
57,653
|
|
|
$
|
48,993
|
|
|
|
|
Temporary differences between the financial statement carrying amounts and tax basis of assets and
liabilities that give rise to significant portions of deferred income taxes at the end of 2007 and
2006 relate to the following:
|
|
|
|
|
|
|
|
|
|
|
December 29,
|
|
December 30,
|
(In thousands)
|
|
2007
|
|
2006
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
20,332
|
|
|
$
|
15,224
|
|
Separate return net operating losses
|
|
|
24,462
|
|
|
|
12,291
|
|
Share based compensation
|
|
|
11,433
|
|
|
|
5,800
|
|
Hedge of net investment in foreign subsidiary
|
|
|
10,174
|
|
|
|
7,189
|
|
Other
|
|
|
834
|
|
|
|
4,336
|
|
|
|
|
Total deferred tax assets
|
|
|
67,235
|
|
|
|
44,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Software development costs
|
|
|
(73,165
|
)
|
|
|
(71,035
|
)
|
Contract and service revenues and costs
|
|
|
(8,616
|
)
|
|
|
(12,881
|
)
|
Depreciation and amortization
|
|
|
(26,616
|
)
|
|
|
(17,138
|
)
|
Other
|
|
|
(1,156
|
)
|
|
|
(94
|
)
|
|
|
|
Total deferred tax liabilities
|
|
|
(109,553
|
)
|
|
|
(101,148
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability before valuation allowance
|
|
$
|
(42,318
|
)
|
|
$
|
(56,308
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(7,982
|
)
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax liability
|
|
|
(50,300
|
)
|
|
|
(56,308
|
)
|
|
|
|
During the second quarter of 2007, the Company determined that due to a change in circumstances in
the quarter, it is more likely than not that certain tax operating loss
carry-forwards in a non-U.S.
jurisdiction would not be realized resulting in the recognition of a valuation allowance totaling
approximately $7,982,000. Based upon the level of historical taxable income and projections for
future taxable income over the periods which the remaining deferred tax assets are expected to be
deductible, as well as the scheduled reversal of deferred tax liabilities, management believes it
is more likely than not the Company will realize the remaining deferred tax assets. At December
29, 2007, the Company has net operating loss carry-forwards subject to Section 382 of the Internal
Revenue Code for Federal income tax purposes of $19.0 million which are available to offset future
Federal taxable income, if any, through 2020.
The December 30, 2006 deferred tax assets include an adjustment to correct amounts previously
reported for non-U.S. net operating losses related to periods prior to 2005. The effect of this
adjustment is an increase to deferred tax assets and January 1, 2005 retained earnings by
$4,162,000. The impact of this adjustment is not material to previously reported periods.
The effective income tax rates for 2007, 2006 and 2005 were 38%, 34% and 36%, respectively. These
effective rates differ from the Federal statutory rate of 35% as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2007
|
|
2006
|
|
2005
|
|
|
|
Tax expense at statutory rates
|
|
$
|
71,389
|
|
|
$
|
58,640
|
|
|
$
|
47,335
|
|
State income tax, net of federal benefit
|
|
|
4,640
|
|
|
|
4,176
|
|
|
|
4,396
|
|
Zynx tax benefit adjustment
|
|
|
|
|
|
|
|
|
|
|
(4,794
|
)
|
Prior period adjustments
|
|
|
(3,125
|
)
|
|
|
(1,994
|
)
|
|
|
|
|
Valuation Allowance
|
|
|
7,982
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
(4,044
|
)
|
|
|
(3,169
|
)
|
|
|
2,056
|
|
|
|
|
Total income tax expense
|
|
|
76,842
|
|
|
|
57,653
|
|
|
|
48,993
|
|
|
|
|
The 2007 and 2006 tax expense amounts include the recognition of approximately $3,125,000 and
$1,994,000 respectively of tax benefits for items related to prior periods. The adjustments in
2007 were recorded primarily to correct an error in the Companys 2006 state income tax rate.
These differences have accumulated over several years and the impact to any one of these prior
periods is not material. The 2006 amounts relate to tax credits taken on prior income tax returns
and to correct an error in prior years effective foreign tax rate, which have accumulated over
several years.
Income taxes payable are reduced by the tax benefit resulting from disqualifying dispositions of
stock acquired under the Companys stock option plans. The 2007, 2006 and 2005 benefits of
$29,865,000, $9,372,000 and $30,289,000, respectively, are treated as increases to additional
paid-in capital.
On December 31, 2006, the Company adopted the Financial Accounting Standards Board (FASB)
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of
the Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes.
This interpretation clarifies how companies calculate and disclose uncertain tax positions. The
effect of adopting this interpretation did not impact any previously recorded amounts for
unrecognized tax benefits.
The 2007 beginning and ending amounts of accrued interest related to the underpayment of taxes was
$1,150,000 and $202,000, respectively. The Company classifies interest and penalties as income tax
expense in its consolidated statement of earnings, which is consistent with how the Company
previously classified interest and penalties related to the underpayment of income taxes. No
accrual for tax penalties was recorded upon adoption of FIN 48 or at the end of the year.
The total amount of unrecognized tax benefits including interest was $13,300,000 as of December 31,
2006. During 2007, the Company effectively settled IRS examinations for the 1998 to 2004 periods
and as a result reclassified previously recorded reserves for tax uncertainties by $9,845,000
including interest. Of this amount, $1,732,000 was recorded as a reduction to income tax expense
in 2007. The years after 2004 remain open. As of December 29, 2007, the total amount of
unrecognized tax benefits, including interest, was $8,069,000. All of this amount, if recognized,
would affect the effective tax rate. The Company does not expect the current amount of its unrecognized tax
benefits to change materially over the next 12 months.
A reconciliation of unrecognized tax benefit as of December 29, 2007, is presented below:
|
|
|
|
|
(In thousands)
|
|
|
|
|
Unrecognized tax benefit December 30, 2006
|
|
$
|
13,300
|
|
Gross decreases- tax positions in prior period
|
|
|
(1,732
|
)
|
Gross increases- in current-period tax positions
|
|
|
4,614
|
|
Settlements
|
|
|
(8,113
|
)
|
|
|
|
|
Unrecognized tax benefit December 29, 2007
|
|
|
8,069
|
|
|
|
|
|
(10) Related Party Transactions
The
Company leases an airplane from PANDI, Inc. (PANDI), a company owned by Mr. Neal L. Patterson
and Mr. Clifford W. Illig, the Companys Chairman/CEO and Vice Chairman of the Board, respectively.
The airplane is leased on a per mile basis with no minimum usage guarantee. The lease rate is
believed to approximate fair market value for this type of aircraft. During 2007, 2006 and 2005
the Company paid an aggregate of $661,000, $670,000 and $812,000 for the rental of the airplane,
respectively. The airplane is used principally by Mr. Trace Devanny, President, and Mr. Mike
Valentine, Executive Vice President, to make client visits.
On February 6, 2007, the Company entered into an Aircraft Service Agreement between Rockcreek
Aviation, Inc. (the Companys wholly-owned flight operations subsidiary) and PANDI. Under this
agreement Rockcreek Aviation provides flight operations services to PANDI with respect to PANDIs
aircraft. PANDI owns and operates a Beechcraft, BeechJet 400. During 2007, the aircraft services
fees paid by PANDI to the Company were $238,000.
(11) Commitments
In prior years, the Company leased space to unrelated parties in its North Kansas City headquarters
complex and in other business locations under noncancelable operating leases. Included in other
revenues is rental income of $305,000 and $583,000 in 2006 and 2005, respectively. The Company did
not receive rental income in 2007.
The Company is committed under operating leases for office space and computer equipment through
October 2027. Rent expense for office and warehouse space for
the Companys regional and global
offices for 2007, 2006 and 2005 was $12,436,000, $11,391,000 and $9,056,000, respectively.
Aggregate minimum future payments (in thousands) under these noncancelable operating leases are as
follows:
|
|
|
|
|
(In thousands)
|
|
|
|
|
2008
|
|
$
|
34,143
|
|
2009
|
|
|
27,971
|
|
2010
|
|
|
24,497
|
|
2011
|
|
|
23,387
|
|
2012
|
|
|
22,928
|
|
2013 and thereafter
|
|
|
99,198
|
|
(12) Segment Reporting
The
Company has two operating segments, Domestic and Global. Revenues are derived primarily from
the sale of clinical, financial and administrative information systems and solutions. The cost of
revenues includes the cost of third party consulting services, computer hardware and sublicensed
software purchased from computer and software manufacturers for delivery to clients. It also
includes the cost of hardware maintenance and sublicensed software support subcontracted to the
manufacturers. Operating expenses incurred by the geographic business segments consist of sales
and client service expenses including salaries of sales and client service personnel,
communications expenses and unreimbursed travel expenses. Performance of the segments is assessed
at the operating earnings level and, therefore, the segment operations have been presented as such.
Other includes revenues not generated by the operating segments and expenses such as software
development, marketing, general and administrative, share-based compensation expense and
depreciation that have not been allocated to the operating segments. It is impractical for the
Company to track assets by geographical business segment.
Accounting policies for each of the reportable segments are the same as those used on a
consolidated basis. The following table presents a summary of the operating information for the
years ended December 29, 2007, December 30, 2006 and December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segments
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,227,434
|
|
|
$
|
290,677
|
|
|
$
|
1,766
|
|
|
$
|
1,519,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
221,154
|
|
|
|
53,367
|
|
|
|
5,589
|
|
|
|
280,110
|
|
Operating expenses
|
|
|
331,124
|
|
|
|
151,355
|
|
|
|
553,205
|
|
|
|
1,035,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
552,278
|
|
|
|
204,722
|
|
|
|
558,794
|
|
|
|
1,315,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
675,156
|
|
|
$
|
85,955
|
|
|
$
|
(557,028
|
)
|
|
$
|
204,083
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segments
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,166,662
|
|
|
$
|
207,367
|
|
|
$
|
4,009
|
|
|
$
|
1,378,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
251,574
|
|
|
|
39,224
|
|
|
|
172
|
|
|
|
290,970
|
|
Operating expenses
|
|
|
308,085
|
|
|
|
107,571
|
|
|
|
505,245
|
|
|
|
920,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
559,659
|
|
|
|
146,795
|
|
|
|
505,417
|
|
|
|
1,211,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
607,003
|
|
|
$
|
60,572
|
|
|
$
|
(501,408
|
)
|
|
$
|
166,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Segments
|
|
(In thousands)
|
|
Domestic
|
|
|
Global
|
|
|
Other
|
|
|
Total
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
1,043,804
|
|
|
$
|
113,317
|
|
|
$
|
3,664
|
|
|
$
|
1,160,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
238,096
|
|
|
|
17,189
|
|
|
|
(599
|
)
|
|
|
254,686
|
|
Operating expenses
|
|
|
288,098
|
|
|
|
48,098
|
|
|
|
429,467
|
|
|
|
765,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses
|
|
|
526,194
|
|
|
|
65,287
|
|
|
|
428,868
|
|
|
|
1,020,349
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings
|
|
$
|
517,610
|
|
|
$
|
48,030
|
|
|
$
|
(425,204
|
)
|
|
$
|
140,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) Revised Quarterly Results (unaudited)
Selected quarterly financial data for 2007 and 2006 is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
|
Basic
|
|
|
Diluted
|
|
|
|
|
|
|
|
Before Income
|
|
|
|
|
|
|
Earnings
|
|
|
Earnings Per
|
|
(In thousands,except per share data)
|
|
Revenues
|
|
|
Taxes
|
|
|
Net Earnings
|
|
|
Per Share
|
|
|
Share
|
|
|
|
|
2007 quarterly results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31
|
|
$
|
365,852
|
|
|
$
|
42,976
|
|
|
$
|
27,711
|
|
|
|
0.35
|
|
|
|
0.34
|
|
June 30
|
|
|
386,588
|
|
|
|
48,189
|
|
|
|
26,849
|
|
|
|
0.34
|
|
|
|
0.32
|
|
September 29
|
|
|
372,936
|
|
|
|
53,576
|
|
|
|
31,234
|
|
|
|
0.39
|
|
|
|
0.37
|
|
December 29
|
|
|
394,501
|
|
|
|
59,226
|
|
|
|
41,331
|
|
|
|
0.52
|
|
|
|
0.49
|
|
|
|
|
Total
|
|
$
|
1,519,877
|
|
|
|
203,967
|
|
|
|
127,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 quarterly results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 1
|
|
$
|
321,224
|
|
|
|
33,426
|
|
|
|
20,144
|
|
|
|
0.26
|
|
|
|
0.25
|
|
July 1
|
|
|
330,572
|
|
|
|
39,368
|
|
|
|
23,873
|
|
|
|
0.31
|
|
|
|
0.29
|
|
September 30
|
|
|
345,452
|
|
|
|
43,831
|
|
|
|
26,728
|
|
|
|
0.34
|
|
|
|
0.33
|
|
December 30 (1)
|
|
|
380,790
|
|
|
|
50,919
|
|
|
|
39,146
|
|
|
|
0.50
|
|
|
|
0.48
|
|
|
|
|
Total
|
|
$
|
1,378,038
|
|
|
|
167,544
|
|
|
|
109,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes a tax benefit of $7.9 million related to the extension of the Federal Research and Development
Credit, the recognition of certain state tax benefits and adjustments to correct certain federal and foreign
items unrelated to the fourth quarter of 2006. This results in an increase to dilted earnings per share of $0.10.
|
Immaterial Corrections
During 2007, certain errors were identified that impacted amounts previously reported on our Form
10-Q for the 2007 quarterly periods and on our Form 10-K for the prior annual periods. These items
separately and in the aggregate did not have a material impact on results previously reported in
2007 or prior periods. However, we have revised our previously reported quarterly results in 2007
to reflect the adjustments in the appropriate quarterly period. These items are:
Research and Development
In connection with production and delivery of the
RxStation
medication dispensing devices, the
Company reviewed the accounting treatment of previously capitalized costs related to this device
and determined a write-off was necessary. The fourth quarter of 2007 in the table below includes
additional after tax expense of $2.1 million, net of $1.3 million tax benefit, related to periods
prior to 2007.
State Income Taxes
This adjustment relates to the use of a higher estimated effective state income tax rate than the
actual effective rate in computing the Companys current tax provision. The Companys fourth
quarter of 2007 in the table below includes a decrease in tax expense of $3.1 million related to
the 2006 period.
Foreign Taxes
This adjustment corrected a tax item of $4.2 million previously reported in the second quarter of
2007 relating to foreign net operating losses for periods prior to 2005. This adjustment has been
corrected through an adjustment to the January 1, 2005 retained earnings. The second item is due to
a reduction in foreign income tax rates resulting from a law that was enacted in the third quarter
of 2007, which effectively reduced the value of the Companys foreign tax losses.
A summary of the quarterly adjustments for 2007 is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31
|
|
June 30
|
|
September 29
|
|
December 29
|
|
Total
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
365,852
|
|
|
$
|
386,588
|
|
|
$
|
372,936
|
|
|
$
|
394,501
|
|
|
$
|
1,519,877
|
|
Research & Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revised
|
|
$
|
365,852
|
|
|
$
|
386,588
|
|
|
$
|
372,936
|
|
|
$
|
394,501
|
|
|
$
|
1,519,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before Income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
43,751
|
|
|
$
|
49,031
|
|
|
$
|
56,010
|
|
|
$
|
59,226
|
|
|
$
|
208,018
|
|
Research & Development
|
|
|
(775
|
)
|
|
|
(842
|
)
|
|
|
(2,434
|
)
|
|
|
|
|
|
|
(4,051
|
)
|
State Income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revised
|
|
$
|
42,976
|
|
|
$
|
48,189
|
|
|
$
|
53,576
|
|
|
$
|
59,226
|
|
|
$
|
203,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$
|
27,580
|
|
|
$
|
31,115
|
|
|
$
|
35,841
|
|
|
$
|
41,331
|
|
|
$
|
135,867
|
|
Research & Development
|
|
|
(487
|
)
|
|
|
(528
|
)
|
|
|
(1,528
|
)
|
|
|
|
|
|
|
(2,543
|
)
|
State Income taxes
|
|
|
521
|
|
|
|
521
|
|
|
|
521
|
|
|
|
|
|
|
|
1,563
|
|
Foreign Taxes
|
|
|
97
|
|
|
|
(4,259
|
)
|
|
|
(3,600
|
)
|
|
|
|
|
|
|
(7,762
|
)
|
|
|
|
Revised
|
|
$
|
27,711
|
|
|
$
|
26,849
|
|
|
$
|
31,234
|
|
|
$
|
41,331
|
|
|
$
|
127,125
|
|
|
|
|
Cerner Corporation
Valuation and Qualifying Accounts
Schedule II
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Through
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
Acquisitions and
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
Consolidation of
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Costs and
|
|
|
Variable Interest
|
|
|
|
|
|
|
Balance at
|
|
Description
|
|
of Period
|
|
|
Expenses
|
|
|
Entity
|
|
|
Deductions
|
|
|
End of Period
|
|
|
For Year Ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful Accounts and Sale Allowances
|
|
$
|
17,583,000
|
|
|
$
|
5,758,000
|
|
|
$
|
3,136,000
|
|
|
$
|
(7,622,000
|
)
|
|
$
|
18,855,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Costs and
|
|
|
Through
|
|
|
|
|
|
|
Balance at
|
|
Description
|
|
of Period
|
|
|
Expenses
|
|
|
Acquisitions
|
|
|
Deductions
|
|
|
End of Period
|
|
|
For Year Ended December 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubtful Accounts and Sale Allowances
|
|
$
|
18,855,000
|
|
|
$
|
3,258,000
|
|
|
$
|
34,000
|
|
|
$
|
(7,519,000
|
)
|
|
$
|
14,628,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
Costs and
|
|
|
Through
|
|
|
|
|
|
|
Balance at
|
|
Description
|
|
of Period
|
|
|
Expenses
|
|
|
Acquisitions
|
|
|
Deductions
|
|
|
End of Period
|
|
|
For Year Ended December 29, 2007
|
|
$
|
14,628,000
|
|
|
$
|
7,392,000
|
|
|
$
|
31,000
|
|
|
$
|
(6,582,000
|
)
|
|
$
|
15,469,000
|
|
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cerner Corporation:
Under date of February 27, 2008, we reported on the consolidated balance sheets of Cerner
Corporation and subsidiaries (the Corporation) as of December 29, 2007 and December 30, 2006, and
the related consolidated statements of operations, changes in equity, and cash flows for each of
the years in the three-year period ended December 29, 2007, which are included in the Corporations
2007 Annual Report on Form 10-K. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related consolidated financial statement schedule as
listed under Item 15(a)(2). This consolidated financial statement schedule is the responsibility of
the Corporations management. Our responsibility is to express an opinion on this consolidated
financial statement schedule based on our audits.
In our opinion, this consolidated financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein. Our report dated February 27, 2008 on the consolidated
financial statements contains an explanatory paragraph that states that, as discussed in note 1 to
the consolidated financial statements, the Corporation adopted Statement of Financial Accounting
Standards No. 123 (revised 2004),
Share-Based Payment,
effective January 1, 2006.
Kansas City, Missouri
February 27, 2008
Exhibit 10(g)
CERNER CORPORATION
2004 LONG TERM INCENTIVE PLAN G
The purpose of the Cerner Corporation Long-Term Incentive Plan G (the Plan) is to encourage
designated key associates and non-employee directors of Cerner Corporation (the Company) and its
subsidiaries to contribute materially to the growth of the Company, thereby benefiting the
Companys shareholders by aligning the economic interests of the participants with those of the
shareholders.
1. Administration
(a) Committee. The Plan shall be administered and interpreted by the Compensation Committee
of the Board of Directors or such other committee as the Board of Directors of the Company (the
Board) may designate to administer this Plan (the Committee). The Committee shall consist of
three or more members of the Board, all of whom shall be: (i) outside directors as defined under
section 162(m) of the Internal Revenue Code of 1986, as amended (the Code) and related Treasury
regulations, (ii) non-employee directors as defined under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the Exchange Act), and (iii) in the judgment of the Board,
qualified to administer the Plan and act as a Member of the Committee pursuant to all applicable
rules, regulations and listing standards of the Nasdaq Stock Market (or such other stock exchange
on which the Stock is traded), including any applicable standards for independence. Any member of
the Committee who does not satisfy the qualifications set out in the preceding sentence may recuse
himself or herself from any vote or other action taken by the Committee. The Board may, at any
time and in its complete discretion, remove any member of the Committee and may fill any vacancy in
the Committee.
(b) Committee Authority. The Committee shall have the sole authority to (i) determine the
individuals to whom grants shall be made under the Plan; (ii) determine the type, size and terms of
the grants to be made to each such individual; (iii) determine the time when the grants will be
made and the duration of any applicable exercise or restriction period, including the criteria for
exercisability and the acceleration of exercisability; (iv) amend the terms (other than terms
related to initial pricing of the shares) of any previously issued Grant and (v) deal with any
other matters arising under the Plan.
(c) Delegation by the Committee. The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its authority and powers under this
Plan to one or more Directors or officers of the Company; provided, however, that the Committee may
not delegate its authority and powers (i) with respect to Section 16 Persons, or (ii) in any way
which would jeopardize the Plans qualification under Section 162(m) of the Code or Rule 16b-3.
(d) Committee Determinations. The Committee shall have full power and authority to administer
and interpret the Plan, to make factual determinations and to adopt, amend or rescind such rules,
regulations, agreements and instruments for implementing the Plan and for the conduct of its
business as it deems necessary or advisable, in its sole discretion. The Committees
interpretations of the Plan and all determinations made by the Committee pursuant to the powers
vested in it hereunder shall be conclusive and binding on all persons having any interest in the
Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole
discretion, in the best interest of the Company and in keeping with the objectives of the Plan and
need not be uniform as to similarly situated individuals.
2. Grants
Awards under the Plan may consist of grants of incentive stock options as described in Section
5 (Incentive Stock Options), nonqualified stock options as described in Section 5 (Nonqualified
Stock Options) (Incentive Stock Options and Nonqualified Stock Options are collectively referred
to as Options), restricted stock as described in Section 6 (Restricted Stock), restricted stock
units as described in Section 6 (Restricted Stock Units), stock appreciation rights as described
in Section 7 (SARs), performance units as described in Section 8 (Performance Units),
performance shares as
described in Section 8 (Performance Shares), and phantom stock as described in Section 9
(Phantom Stock) (hereinafter collectively referred to as Grants). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and conditions consistent with
this Plan as the Committee deems appropriate and as are specified in writing by the Committee to
the individual in a grant instrument (the Grant Instrument) or an amendment to the Grant
Instrument. The Committee shall approve the form and provisions of each Grant Instrument. Grants
under a particular Section of the Plan need not be uniform as among the Grantees. Grants, other
than Options or SARs, shall vest as follows: (a) time based Grants shall have a minimum three (3)
year vesting schedule; and, (b) performance based Grants shall have a minimum one (1) year vesting
schedule.
3. Shares Subject to the Plan
(a) Shares Authorized. Subject to the adjustment specified in Section 3(c) below, the
aggregate number of shares of common stock of the Company (Company Stock) that may be issued or
transferred under the Plan is two million (2,000,000) shares. The shares may be authorized but
unissued shares of Company Stock or reacquired shares of Company Stock, including treasury shares
and shares purchased by the Company on the open market for purposes of the Plan. If and to the
extent that shares of Company Stock subject to an outstanding Grant are not issued by reason of the
forfeiture, termination, surrender, cancellation or expiration while unexercised of such Grant, or
by reason of tendering or withholding of shares (by either actual delivery or by attestation) to
pay all or a portion of the Exercise Price or to satisfy all or a portion of any tax withholding
obligations relating to the Grant or the exercise of a Grant, or to satisfy recovery of all or a
portion of the fringe benefit tax or similar taxes (the Fringe Benefit Tax), payable by the
Company and/or its subsidiaries relating to the Grant, vesting and/or exercise of a Grant settled
in such a manner such that some or all of the shares covered by the Grant are not issued to a
participant, or being exchanged for a Grant under this Plan that does not involve Company Stock,
then such shares shall immediately again be available for issuance under this Plan and credited
back to the 2,000,000 share limitation on Company Stock, as applicable. The Committee may from
time to time adopt and observe such procedures concerning the counting of Shares against the Plan
maximum as it may deem appropriate.
(b) Individual Limit. During any calendar year, no individual may be granted Options or other
Grants under the Plan that, in the aggregate, may be settled by delivery of more than five hundred
thousand (500,000) shares of Company Stock, subject to adjustment as provided in Section 3(c). In
addition, with respect to Grants the value of which is based on the Fair Market Value of Company
Stock and that may be settled in cash (in whole or in part), no individual may be paid during any
calendar year cash amounts relating to such Grants that exceed the greater of the Fair Market Value
(as defined in Section 5(b)(iii)) of the number of shares of Company Stock set forth in the
preceding sentence either at the date of grant or at the date of settlement. This provision sets
forth two separate limitations, so that Grants that may be settled solely by delivery of Company
Stock will not operate to reduce the amount or value of cash-only Grants, and vice versa;
nevertheless, Grants that may be settled in Company Stock or cash must not exceed either
limitation.
With respect to Grants, the value of which is not based on the Fair Market Value of Company
Stock, no individual may receive Grants pursuant to this Plan during any calendar year involving a
cash value plus shares of Company Stock with a Fair Market Value at date of grant that, in the
aggregate, exceeds five million dollars ($5,000,000).
Grants to Non-Employee Directors will be set by the Committee based on either a formula or a
maximum grant amount taking into consideration the recommendations of at least one independent
third party consultant to the Companys Board of Directors.
(c) Adjustments. If there is any change in the number or kind of shares of Company Stock
outstanding (i) by reason of a stock dividend, spin-off, recapitalization, stock split, or
combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in
which the Company is the surviving corporation, (iii) by reason of a reclassification or change in
par value, or (iv) by reason of any other extraordinary or unusual event affecting the outstanding
Company Stock as a class without the
Companys receipt of consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spin-off or the Companys payment of an extraordinary
dividend or distribution, the maximum number of shares of Company Stock available for Grants, the
maximum number of shares of Company Stock that any individual participating in the Plan may be
granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued
under the Plan, and the price per share or the applicable market value of such Grants may be
appropriately adjusted by the Committee to reflect any increase or decrease in the number of, or
change in the kind or value of, issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such Grants; provided,
however, that any fractional shares resulting from such adjustment shall be eliminated. Any
adjustments determined by the Committee shall be final, binding and conclusive. If and to the
extent that any such change in the number or kind of shares of Company Stock outstanding is
effected solely by application of a mathematical formula (e.g., a 2-for-1 stock split), the
adjustment described in this Section 3(c) shall be made and shall occur automatically by
application of such formula, without further action by the Committee.
4. Eligibility for Participation
(a) Eligible Persons. All key associates of the Company and its subsidiaries (Associates),
including Associates who are officers or members of the Board, shall be eligible to participate in
the Plan. Members of the Board who are not Associates (Non-Employee Directors) shall be eligible
to participate in the Plan.
(b) Selection of Grantees. The Committee shall select the Associates and Non-Employee
Directors to receive Grants and shall determine the number of shares of Company Stock subject to a
particular Grant, and/or shall establish such other terms and conditions applicable to such Grant,
in such manner as the Committee determines. Associates and Non-Employee Directors who receive
Grants under this Plan shall hereinafter be referred to as Grantees.
5. Granting of Options
(a) Number of Shares. The Committee shall determine the number of shares of Company Stock
that will be subject to each Grant of Options to a Grantee.
(b) Type of Option and Price.
(i) The Committee may grant Incentive Stock Options that are intended to qualify as incentive
stock options within the meaning of section 422 of the Code or Nonqualified Stock Options that are
not intended to qualify or any combination of Incentive Stock Options and Nonqualified Stock
Options, all in accordance with the terms and conditions set forth herein.
(ii) The purchase price (the Exercise Price) of Company Stock subject to an Option shall be
determined by the Committee and shall be equal to or greater than the Fair Market Value (as defined
below) of a share of Company Stock on the date the Option is granted; provided, however, that an
Incentive Stock Option may not be granted to an Associate who, at the time of grant, owns stock
possessing more than 10% of the total combined voting power of all classes of stock of the Company
or any parent or subsidiary of the Company, unless the Exercise Price per share is not less than
110% of the Fair Market Value of Company Stock on the date of grant.
(iii) The Fair Market Value per share as of any date shall be the closing reported sale prices
of the Stock on The Nasdaq Stock Market (or such other national securities exchange in the event
the Company stock is not then traded on The Nasdaq Stock Market) as of that date, or if there is no
such reported sales price on the relevant date, then on the last previous day on which a sale was
reported.
(c) Option Term. The Committee shall determine the term of each Option. The term of any
Option shall not exceed twelve years from the date of grant. However, an Incentive Stock Option
that is granted to an Associate who, at the time of grant, owns stock possessing more than 10% of
the total
combined voting power of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five years from the date of grant.
(d) Exercisability of Options. Options shall become exercisable in accordance with such terms
and conditions, consistent with the Plan, as may be determined by the Committee and specified in
the Grant Instrument or an amendment to the Grant Instrument. The Committee may accelerate the
exercisability of any or all outstanding Options at any time for any reason.
(e) Termination of Employment, Disability or Death. Except as provided below, an Option may
only be exercised while the Grantee who is an Associate
is employed by the Company. In the
event that such a Grantee ceases to be employed for any reason other than a disability, death,
retirement, or a termination for the convenience of the Company, any Option held by the Grantee
shall terminate at the close of business ninety days after the Grantees last day of employment. In
such case, and in all cases described below under (i), (ii), (iii) and (iv) below, the Option may
be exercised only as to the shares of Company Stock as to which the Option had become exercisable
on or before the date the Grantee ceases to be an Associate.
(i) In the event that the Grantee ceases to be employed in a manner determined by the
Committee or Board, in its sole discretion, to constitute retirement (which determination shall be
communicated to the Grantee within sixty days of such termination), the Option may be exercised by
the Grantee, or in the case of the Grantees death, by the Grantees beneficiaries entitled to do
so, (A) if the Option is an Incentive Stock Option, within three months following the Grantees
retirement, or (B) if the Option is a Nonqualified Stock Option, the Committee, in its discretion,
may provide that the Grantees Options shall be exercisable for up to three years after the date of
retirement.
(ii) In the event the Grantee dies while he or she is an Associate, within the period referred
to in clause (iv) below, or within the period described in sub-clause (A) and (B) of clause (i),
above, (A) if the Option is an Incentive Stock Option, the Option may be exercisable within one
year following the Grantees date of death, or (B) if the Option is a Nonqualified Stock Option,
the Committee, in its discretion, may provide that the Grantees Options shall be exercisable for
up to three years after the date of death.
(iii) In the event the Grantee ceases to be employed by the Company because the Grantee
becomes disabled, or if the Grantee becomes disabled within the period referred to in clause (iv)
below, (A) if the Option is an Incentive Stock Option, the Option may be exercisable within twelve
months following the date Grantees employment has ceased or the date the Grantee became disabled,
whichever is later, or (B) if the Option is a Nonqualified Stock Option, the Committee, in its
discretion, may provide that the Grantees Options shall be exercisable for up to three years after
the date Grantees employment has ceased or the date the Grantee became disabled, whichever is
later.
(iv) In the event the Grantee ceases to be employed by the Company because the Grantee is
terminated for the convenience of the Company (as determined by the Committee or the Board in its
sole discretion), any Incentive Stock Option and/or Nonqualified Stock Option exercisable on the
date of termination of employment may be exercised by the Grantee within a period determined by the
Committee, in its discretion, commencing on the date of termination of employment and continuing
for up to three years after the date Grantees employment has ceased.
(v) For purposes of this Section 5(e) and Sections 6, 7 and 8:
(A) The term Company shall mean the Company and its subsidiary corporations.
(B) Disability or disabled shall mean a Grantees becoming disabled within the meaning of
section 22(e)(3) of the Code.
(f) Exercise of Options. A Grantee may exercise an Option that has become exercisable, in
whole or in part, by delivering a notice of exercise to the Company with payment of the Exercise
Price. The Grantee shall pay the Exercise Price for an Option as specified by the Committee (x) in
cash, (y) with the
approval of the Committee, by delivering shares of Company Stock owned by the Grantee (including
Company Stock acquired in connection with the exercise of an Option, subject to such restrictions
as the Committee deems appropriate) and having an aggregate Fair Market Value for such shares on
the date of exercise equal to the aggregate Exercise Price or (z) by such other method as the
Committee may approve, including attestation (on a form prescribed by the Committee) to ownership
of shares of Company Stock having a Fair Market Value on the date of exercise equal to the Exercise
Price, or payment through a broker in accordance with procedures permitted by Regulation T of the
Federal Reserve Board. In addition, the Committee may authorize loans by the Company to Grantees
in connection with the exercise of an Option, upon such terms and conditions that the Committee, in
its sole discretion deems appropriate. However, the Committee may not authorize any loans under
this Plan to any of the Companys Section 16 Officers as defined by the Securities Exchange
Commission and determined each year by the Companys Board of Directors. Shares of Company Stock
used to exercise an Option shall have been held by the Grantee for the requisite period of time to
avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall
pay the Exercise Price and the amount of any withholding tax due and/or the amount of any Fringe
Benefit Tax due (pursuant to Section 10) at the time of exercise. Shares of the Company Stock shall
not be issued upon exercise of an Option until the Exercise Price is fully paid and any required
withholding is made and/or the amount of any Fringe Benefit Tax is paid by or recovered from the
Grantee .
(g) Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the
aggregate Fair Market Value of the stock on the date of grant with respect to which Incentive Stock
Options are exercisable for the first time by a Grantee during any calendar year, under the Plan or
any other stock option plan of the Company or a parent or subsidiary, exceeds one hundred thousand
U.S. dollars ($100,000), then the Option, as to the excess, shall be treated as a Nonqualified
Stock Option.
6. Restricted Stock and Restricted Stock Units Grants
The Committee may issue or transfer shares of Company Stock to a Grantee under a Grant of
Restricted Stock or Grant Restricted Stock Units, upon such terms as the Committee deems
appropriate. A Restricted Stock Unit shall mean any unit granted under this Section 6 evidencing
the right to receive a share of Company Stock (or a cash payment equal to the Fair Market Value of
a share of Company Stock) at some future date. The following provisions are applicable to
Restricted Stock and Restricted Stock Units:
(a) General Requirements. Shares of Company Stock issued or transferred pursuant to
Restricted Stock and Restricted Stock Unit Grants may be issued or transferred for consideration or
for no consideration, as determined by the Committee. The Committee may establish conditions under
which restrictions on shares of Restricted Stock and Restricted Stock Units shall lapse over a
period of time or according to such other criteria as the Committee deems appropriate including,
without limitation, restrictions based upon the achievement of specific performance goals. The
period of time during which the Restricted Stock and Restricted Stock Units will remain subject to
restrictions will be designated in the Grant Instrument as the Restriction Period. Each
Restricted Stock or Restricted Stock Unit shall provide for vesting not more rapidly than ratably
over a three year period unless the Restricted Stock or Restricted Stock Unit is also subject to
performance restrictions, in which case the minimum Restriction Period shall be one year.
(b) Number of Shares. The Committee shall determine the number of shares of Company Stock to
be issued or transferred pursuant to a Restricted Stock Grant or issuable or transferable pursuant
to a Restricted Stock Unit Grant and the restrictions applicable to such shares or Restricted Stock
Units.
(c) Requirement of Employment. If the Grantee ceases to be employed by the Company during the
Restriction Period, or if other specified conditions are not met, the Restricted Stock or
Restricted Stock Unit Grant shall terminate as to all shares covered by the Grant as to which the
restrictions have not lapsed at the close of business on the Grantees last day of employment, and
those shares of Company Stock must be immediately returned to the Company. The Committee may,
however, accelerate the termination of the restrictions for all or a portion of such Restricted
Stock or Restricted Stock Unit as it deems appropriate.
(d) Restrictions on Transfer and Legend on Stock Certificate. During the Restriction Period,
a Grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of Restricted
Stock or the Restricted Stock Units except to a Successor Grantee under Section 11(a). Each
certificate for a share of Restricted Stock or Restricted Stock Units shall contain a legend giving
appropriate notice of the restrictions in the Grant. The Grantee shall be entitled to have the
legend removed from the stock certificate covering the shares subject to restrictions when all
restrictions on such shares have lapsed. The Committee may determine that the Company will not
issue certificates for shares of Restricted Stock until all restrictions on such shares have
lapsed, or that the Company will retain possession of certificates for shares of Restricted Stock
until all restrictions on such shares have lapsed.
(e) Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, during
the Restriction Period the Grantee shall not have the right to vote shares of Restricted Stock.
During the Restriction Period the Grantee shall have the right to receive any dividends or other
distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee.
Such dividends, if any, may be paid currently, accrued as contingent cash obligations, or
converted into additional shares of Restricted Stock, upon such terms as the Committee may
establish, including the achievement of specific performance goals.
(f) Lapse of Restrictions. All restrictions imposed on Restricted Stock and Restricted Stock
Units
shall lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Committee. The Committee may terminate the
restrictions, in its discretion, as to any or all Restricted Stock Grants, without regard to any
Restriction Period, as specifically set forth in Section 19.
(g) Recovery of Fringe Benefit Tax The Grantee of Restricted Stock or Restricted Stock
Units shall reimburse the Company for any Fringe Benefit Tax payable by the Company with respect to
such Restricted Stock or Restricted Stock Units. The Committee shall have the right to retain
possession of the certificates for shares of Restricted Stock until the Fringe Benefit Tax is paid
by or recovered from the Grantee in accordance with the provisions of Section 10.
7. Stock Appreciation Rights
(a) General Requirements. The Committee may grant SARs to a Grantee separately or in tandem
with any Option (for all or a portion of the applicable Option). Tandem SARs may be granted either
at the time the Option is granted or at any time thereafter while the Option remains outstanding;
provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the
time of grant of the Incentive Stock Option. The Committee shall establish the base amount of the
SAR at the time the SAR is granted. Unless the Committee determines otherwise, the base amount of
each SAR shall be equal to the per share Exercise Price of the related Option or, if there is no
related Option, a predetermined percentage of the Fair Market Value of a share of Company Stock as
of the date of grant of the SAR, which percentage shall equal 50% or greater of the Fair Market
Value
.
(b) Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Grantee that
shall be exercisable during a specified period shall not exceed the number of shares of Company
Stock that the Grantee may purchase upon the exercise of the related Option during such period.
Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall
terminate. Upon the exercise of SARs, the related Option shall terminate to the extent of an equal
number of shares of Company Stock.
(c) Exercisability. A SAR shall be exercisable during the period specified by the Committee
in the Grant Instrument and shall be subject to such vesting and other restrictions as may be
specified in the Grant Instrument; provided, however, that the term of the SAR shall not exceed ten
years. The Committee may accelerate the exercisability of any or all outstanding SARs at any time
for any reason. SARs may only be exercised while the Grantee is employed by the Company or during
the applicable period after termination of employment as described in Section 5(e) for Options.
For purposes of the preceding sentence, the rules applicable to a tandem SAR shall be the rules
applicable under Section 5(e) to the Option to which it relates, and the rules applicable to any
other SAR shall be the rules applicable under Section 5(e) for a
Nonqualified Stock Option. A tandem SAR shall be exercisable only during the period when the
Option to which it is related is also exercisable.
(d) Value of SARs. When a Grantee exercises SARs, the Grantee shall receive in settlement of
such SARs an amount equal to the value of the stock appreciation for the number of SARs exercised,
payable in cash, Company Stock or a combination thereof. The stock appreciation for an SAR is the
amount by which the Fair Market Value of the underlying Company Stock on the date of exercise of
the SAR exceeds the base amount of the SAR as described in Subsection (a).
(e) Form of Payment. The Committee shall determine whether the appreciation in an SAR shall
be paid in the form of cash, shares of Company Stock, or a combination of the two, in such
proportion as the Committee deems appropriate. For purposes of calculating the number of shares of
Company Stock to be received, shares of Company Stock shall be valued at their Fair Market Value on
the date of exercise of the SAR. If shares of Company Stock are to be received upon exercise of an
SAR, cash shall be delivered in lieu of any fractional share.
(f) Recovery of Fringe Benefit Tax The Grantee of SARs shall reimburse the Company, for any
Fringe Benefit Tax payable by the Company with respect to such SARs. The amount of Fringe Benefit
Tax shall be payable by or recoverable from the Grantee in accordance with the provisions of
Section 10.
8. Performance Units and Performance Shares
(a) General Requirements. The Committee may grant Performance Units or Performance Shares to
a Grantee. Each Performance Unit/Share shall represent the right of the Grantee to receive an
amount based on the value of the Performance Unit/Share, if performance goals established by the
Committee are met. A Performance Unit shall have a value based on such measurements or criteria as
the Committee determines. A Performance Share shall have a value equal to the Fair Market Value of
a share of Company Stock. The Committee shall determine the number of Performance Units/Shares to
be granted and the requirements applicable to such Units/Shares.
(b) Performance Period and Performance Goals. When Performance Units/Shares are granted, the
Committee shall establish the performance period during which performance shall be measured (the
Performance Period), performance goals applicable to the Units/Shares (Performance Goals) and
such other conditions of the Grant as the Committee deems appropriate.
(c) Payment with respect to Performance Units/Shares. At the end of each Performance Period,
the Committee shall determine to what extent the Performance Goals and other conditions of the
Performance Units/Shares are met, the value of the Performance Units (if applicable) and the
amount, if any, to be paid with respect to the number of Performance Units/Shares that have been
earned. Payments with respect to Performance Units/Shares shall be made in cash, in Company Stock,
or in a combination of the two, as determined by the Committee.
(d) Requirement of Employment. If the Grantee ceases to be employed by the Company during a
Performance Period, or if other conditions established by the Committee are not met, the Grantees
Performance Units/Shares shall be forfeited at the close of business on the Grantees last day of
employment. The Committee may, however, provide for complete or partial exceptions to this
requirement as it deems appropriate. If the Grantee ceases to be employed by the Company after the
expiration of a Performance Period but prior to payment, payment shall be made to the Grantee or
the Successor Grantee, if applicable.
(e) Recovery of Fringe Benefit Tax The Grantee of Performance Units or Performance Shares
shall reimburse the Company for any Fringe Benefit Tax payable by the Company with respect to such
Performance Units or Performance Shares. The Committee will have the right to recover such Fringe
Benefit Tax from the cash payable or shares to be allotted to the Grantee. The Committee shall
have the right to withhold allotment of shares in respect of SARs until such Fringe Benefit Tax is
paid by or recovered from the Grantee.
9. Phantom Stock
(a) General Requirements. The Committee may grant Phantom Stock to a Grantee in such amounts
and upon such terms, and at any time and from time to time, as shall be determined by the
Committee.
(b) Value of Phantom Stock. The Committee shall establish the initial value of the Phantom
Stock at the time of grant which may be greater than, equal to or less than the Fair Market Value
of a share of Company Stock.
(c) Form and Timing of Payment. The Committee shall determine whether the Phantom Stock shall
be paid in the form of cash, shares of Company Stock or a combination of the two, in such
proportion as the Committee deems appropriate. Cash payments shall be in an amount equal to the
Fair Market Value on the payment date of the number of shares of Company Stock equal to the number
of shares of Phantom Stock with respect to which payment is made. The number of shares of Company
Stock distributed in settlement of a Phantom Stock Grant shall equal the number of shares of
Phantom Stock with respect to which settlement is made. Payment shall be made in accordance with
the terms and at such times as determined by the Committee at the time of grant.
(d) Requirement of Employment. If the Grantee ceases to be employed by the Company prior to
becoming vested or otherwise entitled to payment, the Grantees Phantom Stock shall be forfeited at
the close of business on the Grantees last day of employment. The Committee may, however, provide
for complete or partial exceptions to this requirement as it deems appropriate.
(e) Recovery of Fringe Benefit Tax The Grantee of Phantom Stock shall reimburse the Company
for any Fringe Benefit Tax payable by the Company with respect to such Phantom Stock. The
Committee shall have the right to withhold issuance of shares in respect of Phantom Stock until
such Fringe Benefit Tax is paid by or recovered from the Grantee.
10. Withholding/Recovery of Taxes
(a) Required Withholding. All Grants under the Plan shall be subject to applicable federal
(including FICA), state and local tax withholding requirements. The Company shall have the right
to deduct from all Grants paid in cash, or from other wages paid to the Grantee, any federal, state
or local taxes required by law to be withheld with respect to such Grants. In the case of Options
and other Grants paid in Company Stock, the Company may require the Grantee or other person
receiving such shares to pay to the Company the amount of any such taxes that the Company is
required to withhold with respect to such Grants, or the Company may deduct from other wages paid
by the Company the amount of any withholding taxes due with respect to such Grants.
(b) Recovery of Fringe Benefit Tax All Grants under the Plan shall be subject to
reimbursement by the Grantee to Company of any Fringe Benefit Tax, wherever payable by the Company
with respect to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Stock Units,
Performance Stock or Phantom Shares. The Company shall have the right to recover such Fringe
Benefit Tax by deducting such amounts from all Grants paid in cash or from other wages or
compensation paid to the Grantee. In case of Options and other Grants paid in Company Stock, the
Company may require the Grantee or any other person receiving such shares to pay to the Company the
amount of such Fringe Benefit Tax with respect to such Grants or the Company may deduct from other
wages paid by the Company the amount of any Fringe Benefit Tax payable by the Company with respect
to such Grants.
(c) Election to Withhold Shares. If the Committee so permits, a Grantee may elect to satisfy
the Companys income tax withholding obligation and/or obligation to pay Fringe Benefit Tax with
respect to an Option, SAR, Restricted Stock, Restricted Stock Units, Performance Units, Performance
Shares or Phantom Stock, any of which is paid in Company Stock, by having shares withheld having an
aggregate
Fair Market Value up to an amount that does not exceed the required minimum amount necessary to
satisfy the federal (including FICA), state and local tax liabilities and Fringe Benefit Tax. The
election must be in a form and manner prescribed by the Committee and shall be subject to the prior
approval of the Committee.
11. Transferability of Grants
(a) Nontransferability of Grants. Except as provided below, only the Grantee may exercise
rights under a Grant during the Grantees lifetime. A Grantee may not transfer those rights except
by will or by the laws of descent and distribution or, with respect to Grants other than Incentive
Stock Options, if permitted in any specific case by the Committee, pursuant to a domestic relations
order (as defined under the Code or Title I of the Employee Retirement Income Security Act of 1974,
as amended, or the regulations thereunder). When a Grantee dies, the personal representative or
other person entitled to succeed to the rights of the Grantee (Successor Grantee) may exercise
such rights which have not been extinguished by the Grantees death. A Successor Grantee must
furnish proof satisfactory to the Company of his or her right to receive the Grant under the
Grantees will or under the applicable laws of descent and distribution.
(b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may
provide in a Grant Instrument that a Grantee may transfer a Grant to family members or other
persons or entities according to such terms as the Committee may determine; provided that the
Grantee receives no consideration for the transfer of an Option and the transferred Option shall
continue to be subject to the same terms and conditions as were applicable to the Option
immediately before the transfer.
12. Grants Subject to Code Section 162(m)
(a) Performance Based Grants. Any Grant to a Grantee who is a covered employee within the
meaning of Code Section 162(m), the exercisability or settlement of which is subject to the
achievement of performance goals, shall qualify as qualified performance-based compensation
within the meaning of Code Section 162(m) and regulations thereunder. The performance goals for
such a Grant shall consist of one or more of the business criteria set forth in Section 12(b),
below, and a targeted level or levels of performance with respect to such criteria, as specified by
the Committee in writing prior to (or, in the event the applicable performance period is one year,
within 90 days after commencement of) the applicable performance period. Performance goals shall
be objective and shall otherwise meet the requirements of Section 162(m)(4)(C) of the Code and
regulations thereunder. Performance goals may differ for such Grants to different Grantees. The
Committee shall specify the weighting to be given to each performance goal for purposes of
determining the final amount payable with respect to any such Grant. The Committee may, in its
discretion, reduce the amount of a payout otherwise to be made in connection with such a Grant, but
may not exercise discretion to increase such amount. All determinations by the Committee as to the
achievement of performance goals shall be certified in writing prior to payment under the Plan, in
the form of minutes of a meeting of the Committee or otherwise.
(b) Business Criteria. Unless and until the Committee proposes for shareholder approval and
the Companys shareholders approve a change in the general business criteria set forth in this
Section, the attainment of which may determine the amount and/or vesting with respect to Grants,
the business criteria to be used for purposes of establishing performance goals for such Grants
shall be selected from among the following alternatives, each of which may be based on absolute
standards or peer industry group comparatives and may be applied at various organizational levels
(e.g., corporate, business unit, division):
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(i)
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Total shareholder return
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(ii)
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Stock price increase
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(iii)
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Return on equity
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(iv)
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Return on capital
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(v)
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Cash flow, including operating cash flows, free cash flow, discounted cash
flow return on investment, and cash flow in excess of cost of capital
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(vi)
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Economic value added
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(vii)
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Market share
|
|
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(viii)
|
|
Client/associate satisfaction as measured by survey instruments
|
|
|
(ix)
|
|
Earnings per share
|
|
|
(x)
|
|
Revenue Levels
|
|
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(xi)
|
|
Personal performance
|
|
|
(xii)
|
|
Productivity measures
|
|
|
(xiii)
|
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Diversification of business opportunities
|
|
|
(xiv)
|
|
Price to earnings ratio
|
|
|
(xv)
|
|
Expense ratios
|
|
|
(xvi)
|
|
Total expenditures
|
|
|
(xvii)
|
|
Completion of key projects
|
|
|
(xviii)
|
|
Employee Retention
|
In the event that Code Section 162(m) or applicable tax and/or securities laws change to
permit Committee discretion to alter the governing performance measures without disclosing to
shareholders and obtaining shareholder approval of such changes and without thereby exposing the
Company to potentially adverse tax or other legal consequences, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval.
13. Deferrals
The Committee may permit or require a Grantee to defer receipt of the payment of cash or the
delivery of shares that would otherwise be due to such Grantee by virtue of the exercise of any
Option, SAR, or Restricted Stock Units the lapse or waiver of restrictions applicable to Restricted
Stock, the satisfaction of any requirements or objectives with respect to Performance Units/Shares
or the vesting or satisfaction of any terms applicable to Phantom Stock. If any such deferral
election is permitted or required, the Committee shall, in its sole discretion, establish rules and
procedures for such deferrals.
14. Requirements for Issuance or Transfer of Shares
No Company Stock shall be issued or transferred in connection with any Grant hereunder unless
and until all legal requirements applicable to the issuance or transfer of such Company Stock have
been complied with to the satisfaction of the Committee. The Committee shall have the right to
condition any Grant made to any Grantee hereunder on such Grantees undertaking in writing to
comply with such restrictions on his or her subsequent disposition of such shares of Company Stock
as the Committee shall deem necessary or advisable as a result of any applicable law, regulation or
official interpretation thereof, and certificates representing such shares may be legended to
reflect any such restrictions. Certificates representing shares of Company Stock issued or
transferred under the Plan will be subject to such stop-transfer orders and other restrictions as
may be required by applicable laws, regulations and interpretations, including any requirement that
a legend be placed thereon.
15. Amendment and Termination of the Plan
(a) Amendment. The Committee or the Board of Directors of the Company may amend or terminate
the Plan at any time or from time to time, without obtaining the approval of the Companys
shareholders, except that the Plan may not be amended without the approval of the Companys
shareholders(i) to increase the aggregate number of shares issuable under the Plan
(excepting proportionate adjustments made under Section 3(c) to give effect to stock splits, etc);
(ii) to change the option price of optioned stock (excepting proportionate adjustments made under
Section 3(c); (iii) to change the requirement that the option price per share of common stock
covered by an incentive stock option (but not a nonqualified stock option) granted under this plan
not be less than 100% of the fair market value of the Companys common stock on the date such
option is granted; (iv) to extend the time within which Options may be granted or the time without
which a granted Option may be exercised; (v) to change, without the consent of the Optionee (or the
Optionees, or the Optionees estates, legal representative), any Option previously granted to
him or her under the Plan; or (vi) make any material amendment or other amendment
if shareholder approval is required by Section 162(m) of the Code or the rules of the Securities
and Exchange Commission or any stock exchange on which Company Stock is listed.
(b) Termination of Plan. The Plan shall terminate on the day immediately preceding the tenth
anniversary of its effective date, unless the Plan is terminated earlier by the Committee or is
extended by the Committee with the approval of the shareholders.
(c) Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan
that occurs after a Grant is made shall not materially impair the rights of a Grantee unless the
Grantee consents or unless the Committee acts under Section 22(b). The termination of the Plan
shall not impair the power and authority of the Committee with respect to an outstanding Grant.
Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under
Section 22(b) or may be amended by agreement of the Company and the Grantee consistent with the
Plan.
(d) Governing Document. The Plan shall be the controlling document. No other statements,
representations, explanatory materials or examples, oral or written, may amend the Plan in any
manner. The Plan shall be binding upon and enforceable against the Company and its successors and
assigns.
16. Funding of the Plan
This Plan shall be unfunded. The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to assure the payment of any Grants under
this Plan. In no event shall interest be paid or accrued on any Grant, including unpaid
installments of Grants.
17. Rights of Participants
Nothing in this Plan shall entitle any Associate, Non-Employee Director or other person to any
claim or right to be granted a Grant under this Plan, and no Grant shall entitle any Associate,
Non-Employee Director or other person to any future Grant. Neither this Plan nor any action taken
hereunder shall be construed as giving any individual any rights to be retained by or in the employ
of the Company or any other employment rights.
18. No Fractional Shares
No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any
Grant. The Committee shall determine whether cash, other awards or other property shall be issued
or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.
19. Reorganization, Merger, Consolidation, Sale of Assets or Change of Control.
(a) General. Except as otherwise provided in any Grant Instrument or other agreement approved
by the Committee to which any Non-Employee Director or Associate is a party, in the event that the
Company undergoes a Change of Control, as defined in Section 19(c), each Option, share of
Restricted Stock and other Grant held by a Non-Employee Director shall without regard to any
vesting schedule, restriction or performance target, automatically become fully exercisable or
payable, as the case may be, as of the date of such Change of Control. In addition to the
foregoing, in the event the Company undergoes a Change of Control or in the event of a corporate
merger, consolidation, major acquisition of property for stock, separation, reorganization or
liquidation in which the Company is a party to and in which a Change of Control does not occur, the
Committee, or the board of directors of any corporation assuming the obligations of the Company,
shall also have the full power and discretion to prescribe and amend the terms and conditions of
any outstanding Grants granted hereunder
.
The Committee may remove restrictions on Restricted
Stock and Restricted Stock Units and may modify the performance requirements for any other Grants.
The Committee may provide that Options or other Grants granted hereunder must be exercised in
connection with the closing of such transactions, and that if not so exercised such Grants will
expire. Any such determinations by the Committee may be made generally with respect to all
Grantees, or may be made
on a case-by-case basis with respect to particular Grantees. Notwithstanding the foregoing, any
transaction undertaken for the purpose of reincorporating the Company under the laws of another
jurisdiction, if such transaction does not materially affect the beneficial ownership of the
Companys capital stock shall not constitute a merger, consolidation, major acquisition of property
for stock, separation, reorganization, liquidation or Change of Control.
(b) Stock Options. By way of illustration, and not by way of limitation, in the event of a
Change of Control or in the event of corporate merger, consolidation, major acquisition of property
for stock, separation, reorganization or liquidation in which the Company is a party to and in
which a Change of Control does not occur, the Committee may, without obtaining shareholder approval
(i) in all such events other than a liquidation, cause any Option then outstanding to be assumed by
the surviving corporation in such corporate transaction; (ii) require the mandatory surrender to
the Company by any Grantee of some (in all such events other than a liquidation) or all of the
outstanding Options held by a Grantee as of a date specified by the Company or the surviving
corporation, in which event the Company or the surviving corporation shall thereupon cancel such
Options and pay to each Grantee an amount of cash per share equal to the amount that could have
been attained upon the exercise of such Option or realization of the Grantees rights to the extent
that such cash is available for distribution to Grantees after payment of all debt and senior
securities of the Company; (iii) in all such events other than a liquidation, require the
substitution of a new Option for some or all of the outstanding Options held by a Grantee provided
that any replacement or substituted Option shall be equivalent in economic value to the Grantee; or
(iv) in all such events other than a liquidation, make such adjustment to any such Option then
outstanding as the Company deems appropriate to reflect such merger, consolidation, major
acquisition of property for stock, separation, reorganization or liquidation.
(c) Definition of Change of Control. For purposes of this Plan, a Change of Control of the
Company shall mean:
(i) The acquisition by any individual, entity or group within the meaning of Section
12(d)(3) or 13(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act a
(Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 35% or more of either: (A) the then outstanding shares of common stock of the Company (the
outstanding Corporation Common Stock) or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the
Outstanding Corporation Voting Securities); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change of Control: (X) any
acquisition directly from the Company, (Y) any acquisition by the Company, or (Z) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or
(ii) Individuals who, as of the date hereof, constitute the Board (the Incumbent Board)
cease for any reason to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or nomination for
election by the Companys shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company ( a Business Combination),
in each case, unless, following such Business Combination, (A), all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the Outstanding
Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of
the Company resulting from such Business Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all or
substantially all of the Companys assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (B) no Person ( excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 35% or more of, respectively, the then outstanding shares of common
stock of the Company resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (C) at least a majority of the members of the board
of directors of the Company resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of the board,
providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company.
20. Effective Date of the Plan
This Plan will become effective on May 28, 2004, as approved by the shareholders of the
Company on May 28, 2004.
21. Headings
Section headings are for reference only. In the event of a conflict between a title and the
content of a Section, the content of the Section shall control.
22. Miscellaneous
(a) Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in this
Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in
connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business or assets of any corporation, firm or association, including Grants to associates thereof
who become Associates of the Company, or for other proper corporate purposes, or (ii) limit the
right of the Company to grant stock options or make other awards outside of this Plan. Without
limiting the foregoing, the Committee may make a Grant to an associate of another corporation who
becomes an Associate by reason of a corporate merger, consolidation, acquisition of stock or
property, reorganization or liquidation involving the Company or any of its subsidiaries in
substitution for a stock option or restricted stock grant made by such corporation. If substitute
Options are granted, the Committee, in its sole discretion, may determine that such substitute
Options shall have an Exercise Price less than the Fair Market Value of a share of Company Stock on
the date of Grant. The terms and conditions of the substitute Grants may vary from the terms and
conditions required by the Plan and from those of the substituted stock incentives. The Committee
shall prescribe the provisions of the substitute Grants.
(b) Compliance with Law. The Plan, the exercise of Options and SARs and the obligations of
the Company to issue or transfer shares of Company Stock under Grants shall be subject to all
applicable laws and to approvals by any governmental or regulatory agency as may be required. With
respect to persons subject to Section 16 of the Exchange Act, it is the intent of the Company that
the Plan and all transactions under the Plan comply with the Sarbanes Oxley Act of 2002 and all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In particular, and
without otherwise limiting the provisions of this Section 22(b), no Grantee subject to section 16
of the Exchange Act may exercise any Option or SAR except in accordance with applicable
requirements of Rule 16b-3 or its successors under the Exchange Act. The Committee may revoke any
Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and
mandatory government regulation. The Committee may also adopt rules regarding the withholding of
taxes on payments to Grantees. The Committee may, in its sole discretion, agree to limit its
authority under this Section.
(c) Governing Law. The validity, construction, interpretation and effect of the Plan and
Grant Instruments issued under the Plan shall exclusively be governed by and determined in
accordance with the law of the State of Missouri.
Adopted by Shareholders on May 28, 2004
Amended by the Compensation Committee on December 3, 2007
Exhibit 10(l)
CERNER CORPORATION
2005 ENHANCED SEVERANCE PAY PLAN
As Amended and Restated for I.R.C. § 409A Effective January 1, 2008
SECTION 1.
Introduction.
(a)
Purpose
. Cerner Corporation and its United States-based wholly-owned subsidiaries
(Cerner) value the contributions of their Associates and take measures to create and maintain a
productive and fulfilling work environment. However, Cerner recognizes that business needs, an
Associates work performance or other reasons may require termination of employment. At any point
during an Associates employment, Cerner may choose to terminate the employment relationship.
Because employment with Cerner is at-will, Cerner has no obligation to compensate any
Associate upon termination from his or her employment other than as may be provided in that
Associates Cerner Associate Employment Agreement or as specifically set forth in this 2005
Enhanced Severance Pay Plan (Plan). Cerner values its Associates and is interested in helping to
mitigate the financial hardship caused by business conditions or other factors necessitating a
termination.
(b)
Overview
. Generally, this Plan provides enhanced Severance Benefits to Associates
upon either a (i) Non-CIC Severance or (ii) CIC Severance, as such terms are defined herein.
Cerner expressly reserves the right to amend or terminate this Plan, or the benefits provided
hereunder, at any time; provided, however, that no such amendment or termination shall occur with
respect to the CIC Severance Benefits after the occurrence of a Change in Control.
(c)
Summary Plan Description
. This Plan document also constitutes the Summary Plan
Description for the Plan.
SECTION 2.
Definitions.
Certain capitalized terms used herein are defined parenthetically throughout this Plan and/or
defined in this Section 2.
(a)
Associate
. Associate means an employee of Cerner.
(b)
Beneficial Ownership
. Beneficial Ownership, Beneficial Owner or Beneficially
Own shall have the same meaning as such terms are used in Rule 13d-3 of the Exchange Act.
(c)
Board
. Board means the Board of Directors of Cerner Corporation.
(d)
Cause
. Cause means an Eligible Associates (i) material breach of his/her
Employment Agreement or material neglect of his/her duties and responsibilities thereunder, (ii)
fraud against Cerner, (iii) misappropriation of Cerners assets, (iv) embezzlement from Cerner, (v)
theft from Cerner, (vi) acts resulting in the arrest and indictment for a crime involving drug
abuse, violence, dishonesty or theft, or (vii) act or failure to take any action that results in a
violation of the Sarbanes-Oxley Act of 2002, or any related statutes, laws or regulations.
(e)
Change in Control
. Change in Control means:
(i) The acquisition by any Person (as the term person is used for purposes of
Section 13(d) or 14(d) of the Exchange Act) of Beneficial Ownership of thirty-five percent
(35%) or more of either: (A) the then outstanding shares of common stock of Cerner
Corporation (the Outstanding Cerner Common Stock), or (B) the combined voting power of the
then outstanding voting securities of Cerner Corporation entitled to vote generally in the
election of the Boards directors (the Outstanding Cerner Voting Securities); provided,
however, that for purposes of this subsection (i), the following acquisitions shall not
constitute a Change in Control: (X) any acquisition directly from Cerner, (Y) any
acquisition by Cerner, or (Z) any acquisition by any Associate benefit plan (or related
trust) sponsored or maintained by Cerner Corporation or any corporation controlled by
Cerner; or
(ii) Individuals who, as of the date hereof, constitute the Board (the Incumbent
Board) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a Board director subsequent to the date hereof whose
appointment or election, or nomination for election by Cerners shareholders, was approved
by a vote of at least a majority of the Board directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or
removal of Board directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of Cerner (a Business Combination),
in each case, unless, following such Business Combination, (A) all or substantially all of
the individuals and entities who were the Beneficial Owners, respectively, of the
Outstanding Cerner Common Stock and Outstanding Cerner Voting Securities immediately prior
to such Business Combination Beneficially Own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of Cerner Corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of such
transaction owns Cerner or all or substantially all of Cerners assets either
2
directly or through one or more subsidiaries) in substantially the same proportions as
their ownership, immediately prior to such Business Combination of the Outstanding Cerner
Common Stock and Outstanding Cerner Voting Securities, as the case may be, (B) no Person
(excluding any Associate benefit plan (or related trust) of Cerner or such corporation
resulting from such Business Combination) Beneficially Owns, directly or indirectly, 35% or
more of, respectively, the then outstanding shares of common stock of Cerner Corporation
resulting from such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination, and (C) at least a majority of the members of the
Board resulting from such Business Combination were members of the Incumbent Board at the
time of the execution of the initial agreement, or of the action of the Board, providing for
such Business Combination; or
(iv) Approval by the shareholders of Cerner Corporation of a complete liquidation or
dissolution of Cerner.
(f)
CIC Protected Period
. CIC Protected Period means the period beginning on the
effective date of a Change in Control and ending on the one-year anniversary of such effective
date.
(g)
CIC Severance
. CIC Severance means, at any time during the CIC Protected
Period, an Eligible Associates termination of employment with Cerner (or its successor), that that
also qualifies as a separation from service under Section 409A of the Code, due to (i) Cerners (or
its successors) termination without Cause of the Eligible Associates employment, or (ii) the
Eligible Associates resignation for Good Reason.
(h)
CIC Severance Benefits
. CIC Severance Benefits means those severance benefits
set forth in Section 4(b) that, provided an Eligible Associate is entitled to receive such benefits
in accordance with Section 3, the Eligible Associate receives following a CIC Severance.
(i)
CIC Week of Severance Pay
. A CIC Week of Severance Pay means an Eligible
Associates: (i) regular weekly base rate of pay in effect on the effective date of a CIC Severance
(prior to any reductions taken for payroll taxes, income tax withholdings, elective deferrals made
to or in connection with Cerners Associate benefit plans or Executive Deferred Compensation Plan,
and excluding any overtime, bonuses, commissions, premium pay, benefits, expense reimbursements,
etc.), plus (ii) the average annual cash bonus the Associate had received from Cerner during the
three (3) years preceding the CIC Severance (prior to any reductions taken for payroll taxes,
income tax withholdings, elective deferrals made to or in connection with Cerners Associate
benefit plans or Executive Deferred Compensation Plan, and excluding any overtime, bonuses,
commissions, premium pay, benefits, expense reimbursements, etc.), divided by 52 weeks. For
example, a CIC Week of Severance Pay for an Eligible Associate whose: (i) annual base salary
(excluding the pay and benefits listed above) is $52,000, and (ii) whose average annual cash bonus
received during the three (3) years preceding the CIC Severance is $15,600, would be $1,000
($52,000/52 weeks) plus $300 ($15,600/52 weeks), equaling a CIC Week of Severance Pay of $1,300.
Cerners cash bonus plan currently pays a bonus, if earned, following each fiscal quarter of
Cerner. When calculating the average annual
3
cash bonus, the actual cash bonus paid to the Associate (or earned but not yet paid for the
most recent full fiscal quarter preceding the CIC Severance) for the twelve (12) consecutive full
Cerner fiscal quarters immediately preceding the CIC Severance shall be included in the calculation
of the Associates average annual cash bonus for the three (3) years preceding the CIC Severance.
If the Associate has not been employed by Cerner for twelve (12) consecutive full Cerner fiscal
quarters immediately prior to the CIC Severance, the average annual cash bonus received by such
Associate shall be calculated based on the number of consecutive full fiscal quarters the Associate
has been employed by Cerner immediately prior to the CIC Severance and adjusted to equal a yearly
average. For avoidance of all doubt, the calculation of average annual cash bonus shall not
include any sales commissions or similar payments received by an Associate based on individual
sales or contracts signed with Cerner clients.
(j)
COBRA
. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended.
(k)
Code
. Code means the Internal Revenue Code of 1986, as amended.
(l)
Eligible Associate
. Eligible Associate means an individual who: (i) is a
permanent, full-time salaried Associate on the U.S. payroll of Cerner, as determined by Cerners
employment records; and (ii) has entered into an Employment Agreement. The determination of
whether an Associate is an Eligible Associate shall be made by the Plan Administrator, in its sole
discretion, and such determination shall be binding and conclusive on all persons. In no event
shall part-time Associates, interns or independent contractors be Eligible Associates.
(m)
Employment Agreement
. Employment Agreement means an Eligible Associates then
current Cerner Associate Employment Agreement with Cerner.
(n)
Exchange Act
. Exchange Act means the Securities Exchange Act of 1934, as
amended.
(o)
Excess Severance Benefits
. Excess Severance Benefits means any Severance
Benefits that exceed the limit provided in Treas. Reg. Section 1.409A-1(b)(9)(iii).
(p)
Good Reason.
Good Reason means, without an Eligible Associates express written
consent: (i) a material adverse change in the Eligible Associates authority, duties or job
responsibilities (except for such subordination in duties and job responsibilities as may normally
be required due to Cerners change from an independent business entity to a subsidiary or division
of another corporate entity); or (ii) a reduction of 5% or more to an Eligible Associates annual
salary and cash bonus opportunity in effect prior to the Change in Control; provided, however, the
Eligible Associate must provide notice to Cerner (or its successors) within 30 days after the
adverse change or reduction and must give Cerner (or its successors) at least 30 days to remedy the
event or condition. In no event will an isolated, insubstantial and inadvertent action not taken
in bad faith and which is remedied by Cerner (or its successors) constitute Good Reason.
(q)
Non-CIC Severance
. Non-CIC Severance means at any time, other than during a CIC
Protected Period, an Eligible Associates termination of employment with Cerner, that also
qualifies as a separation from service under Section 409A of the Code, by Cerner, other
4
than for Cause, due to reorganization, restructuring, unsatisfactory work performance (other
than where such unsatisfactory work performance is deliberate), or for other reasons as determined
by the Plan Administrator in its sole discretion to constitute a Non-CIC Severance. Without
limitation, the following events and reasons shall
not
constitute a Non-CIC Severance:
(i) death;
(ii) disability;
(iii) voluntary resignation (regardless of the circumstances surrounding the Eligible
Associates decision to resign);
(iv) retirement;
(v) discharge by Cerner for any other work related reason other than redundancy or
unsatisfactory work performance (including, without limitation, absenteeism, misconduct, refusal to
transfer to an equivalent position that does not require relocation, failure to return to work
after an approved leave of absence, insubordination, violation of Cerners rules or policies,
dishonesty, deliberate unsatisfactory performance, etc.);
(vi) entering military duty;
(vii) CIC Severance; or
(viii) Termination for Cause.
(r)
Non-CIC Severance Benefits
. Non-CIC Severance Benefits means those severance
benefits set forth in Section 4(a) that, provided an Eligible Associate is entitled to receive such
benefits in accordance with Section 3, the Eligible Associate receives following a Non-CIC
Severance.
(s)
Plan Administrator
. Plan Administrator means the person or entity specified as
such in Section 7.
(t)
Role Level
. Role Level means an Eligible Associates designated category of
employment as specified by Cerners current employment classification hierarchy. In the event
Cerner changes its hierarchy structure, the Role Levels specified in this Plan shall refer to the
equivalent Role Level under any new classification scheme.
(u)
Severance Benefits
. Severance Benefits means either CIC Severance Benefits or
Non-CIC Severance Benefits.
(v)
Specified Associate
. Specified Associate means an Associate that would be a
specified employee as defined in Section 409A(a)(2)(B)(i) of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder.
(w)
Week of Severance Pay
. Week of Severance Pay means an Eligible Associates
regular weekly base rate of pay in effect on the effective date of a Non-CIC
5
Severance (prior to any reductions taken for payroll taxes, income tax withholdings, elective
deferrals made to or in connection with Cerners Associate benefit plans or Executive Deferred
Compensation Plan, and excluding any overtime, bonuses, commissions, premium pay, benefits, expense
reimbursements, etc.). For example, a Week of Severance Pay for an Eligible Associate whose annual
base salary as of the Non-CIC Severance (excluding the pay and benefits listed above) is $52,000,
would be $1,000 ($52,000/52 weeks).
(x)
Year of Service
. Year of Service means, with respect to an Eligible Associate,
each period of twelve (12) consecutive months of full-time employment by Eligible Associate with
Cerner beginning with the Associates full-time employment commencement date with Cerner and ending
with the day preceding the anniversary of such date in the next and all succeeding years. No
partial Years of Service shall be credited under this Plan nor will prorated Severance Benefits be
paid for any fractional Year of Service
.
SECTION 3.
Entitlement for Severance Benefits
(a)
Entitlement
. Subject to the exceptions set forth below in Section 3(b), an
Eligible Associate shall be entitled to receive either the Non-CIC Severance Benefits or the CIC
Severance Benefits described below in Section 4, upon experiencing a Non-CIC Severance or CIC
Severance, respectively, and provided that the following conditions are satisfied:
(i) The Eligible Associates termination of employment with Cerner must have constituted
either a CIC Severance or Non-CIC Severance. In no event shall an Associates leave during one of
Cerners recognized leave programs constitute a termination of employment event under this Plan,
(ii) Following or in connection with the Eligible Associates termination of employment,
the
Eligible Associate must comply with all transition assistance requests of Cerner, to Cerners
satisfaction, such as aiding in the location of files and documents, returning all Cerner property
and repaying any amounts owed Cerner, and
(iii) With respect to and in connection with a Non-CIC Severance only, the Eligible Associate
has, after the Eligible Associates termination of employment, properly executed and delivered to
Cerner a Severance and Release Agreement with Cerner that provides for an irrevocable and complete
release of all present and future claims by Eligible Associate.
(b)
Exceptions to Severance Entitlement
. An Eligible Associate will not receive
Severance Benefits under this Plan in the following circumstances, as determined in the Plan
Administrators sole discretion:
(i) The Eligible Associates Associate Employment Agreement (or amendments or supplement
thereto) provides that none of the benefits provided under this Plan or any other broad-based
Cerner severance plan or policy shall apply to such Associate. In such a case, such Associates
severance benefits, if any, shall be governed by the terms of such Associate Employment Agreement
(as amended or supplemented).
6
(ii) The Associate breaches the terms and conditions of his/her Cerner Associate Employment
Agreement (including, without limitation, violating the non-competition provisions thereof).
(iii) With respect to Non-CIC Severance Benefits only: (a) the Eligible Associates
employment
termination is in connection with the sale, divesture or other disposition of the stock or assets
of any subsidiary, division or other operating unit of Cerner or any of its subsidiaries
(Operating Unit) (or part thereof) which does not constitute a Change in Control (a
Transaction), and the Eligible Associate is offered continued employment, or continues in
employment, with the divested Operating Unit (or part thereof) or the purchaser of the stock or
assets of the Operating Unit (or part thereof), or one of such purchasers affiliates (the
Post-Transaction Employer), as the case may be, on terms and conditions that would not constitute
Good Reason, and (b) Cerner obtains an agreement from the Post-Transaction Employer, enforceable by
the Eligible Associate, to provide (or Cerner agrees to provide) severance pay, if the Eligible
Associate accepts the offered employment or continues in employment with the Post-Transaction
Employer or its affiliates following the Transaction, at least equal to the severance pay set forth
in Section 4(a) payable upon a Non-CIC Severance termination of the Eligible Associates employment
with the Post-Transaction Employer or its affiliates within the six (6) month period following the
Transaction. For purposes of this Section 3(b)(iii), the term Good Reason shall have the meaning
ascribed to it in this Plan, but the term Cerner as it is used in such definition shall be deemed
to refer to the Post-Transaction Employer employing the Eligible Associate after the Transaction.
For avoidance of doubt, in the circumstances described in the first sentence of this Section
3(b)(iii), the Eligible Associate shall not be entitled to receive Non-CIC Severance Benefits under
Section 4(a) whether or not the Eligible Associate accepts the offered employment or continues in
employment. Except as to separate severance benefits Cerner may itself expressly agree to in
writing to provide in connection with a Transaction (as contemplated by subpart (b) of the first
sentence of this Section 3(b)(iii)), the provisions of this Section 3(b)(iii) do not create any
entitlement to Severance Benefits from Cerner in any circumstances whatsoever and are to be
construed solely as a limitation on such entitlement in the circumstances herein set forth.
SECTION 4.
Severance Benefits.
(a)
Non-CIC Severance Benefits
: If the termination of an Eligible Associates
employment constitutes a Non-CIC Severance, Cerner shall pay the Eligible Associate an amount of
severance pay based on the Eligible Associates Role Level and Years of Service with Cerner as of
the effective date of such termination. The amount of such severance pay shall be equal to: (i) a
Week of Severance Pay for such Eligible Associate multiplied by (ii) that number set forth in the
matrix below that corresponds to the Eligible Associates Role Level and Years of Service with
Cerner.
7
Severance Matrix
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Role Level
4
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Level 1
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Levels 2 and 3
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Levels 6
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Years of
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(V.P.s
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Level 1
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(Managers & Sr.
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Levels 4 and
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and 7
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Service
6
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Cabinet
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nonCabinet)
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(Directors)
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Managers)
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5 (Sr. Staff)
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(Staff)
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>10 Years
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52
(Weeks)
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32
(Weeks)
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24
(Weeks)
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16
(Weeks)
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12
(Weeks)
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8
(Weeks)
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5-10 Years
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36
(Weeks)
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24
(Weeks)
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18
(Weeks)
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12
(Weeks)
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9
(Weeks)
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6
(Weeks)
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2-5 Years
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24
(Weeks)
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16
(Weeks)
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12
(Weeks)
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8
(Weeks)
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6
(Weeks)
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4
(Weeks)
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0-2 Years
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16
(Weeks)
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10
(Weeks)
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6
(Weeks)
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4
(Weeks)
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3
(Weeks)
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2
(Weeks)
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(b)
CIC Severance Benefits
. If the termination of an Eligible Associates employment
constitutes a CIC Severance, Cerner shall pay the Eligible Associate an amount of severance pay
based on the Eligible Associates Role Level and Years of Service with Cerner as of the effective
of such termination. The amount of such severance pay shall be equal to: (i) a CIC Week of
Severance Pay for such Eligible Associate multiplied by (ii) that number set forth in the matrix
above that corresponds to both the Eligible Associates Role Level and Years of Service with
Cerner, multiplied by 1.5.
(c)
Form of Payment
.
(i) Except with respect to Excess Severance Benefits, in the event of a Non-CIC Severance that
occurs before any Change in Control, Non-CIC Severance Benefits shall be paid in a lump sum or, if
the Plan Administrator elects, as salary continuation (without interest) on regularly scheduled
paydays of Cerner for the applicable severance period or some other method, but in no event shall
payments continue beyond the last day of the second calendar year following the calendar year the
Non-CIC Severance occurs.
(ii) Subject to Section 4(c)(v) below, in the event of a CIC Severance, CIC Severance
Benefits
shall be paid in a lump sum as soon as practicable within 90 days of the CIC Severance.
(iii) Subject to Section 4(c)(v) below, in the event of a Non-CIC Severance that occurs
after
any Change in Control, Non-CIC Severance Benefits shall be paid in a lump sum as soon as
practicable within 90 days of the Non-CIC Severance.
(iv) Subject to Section 4(c)(v) below, all Excess Severance Benefits shall be paid in a
lump
sum as soon as practicable within 90 days of the CIC Severance or Non-CIC Severance.
(v) If the Associate receiving any Severance Payment under this Plan is a Specified
Associate, then any payment that the Associate would otherwise have been paid under Section
4(c)(ii), (iii) or (iv) above shall be paid on the first day of the seventh month following the CIC
or Non-CIC Severance.
(vi) Any Severance Benefits, including Excess Severance Benefits, that are subject to the
offset provisions of Section 6(c) of the Plan will be paid at the time and in the
8
form the Company determines would allow payment of such offset benefits to comply with Code
section 409A.
(d)
Withholding
. All Severance Benefits made under this Plan will be subject to
applicable withholding for federal, state and local taxes. If any Eligible Associate is indebted
to Cerner at his or her termination date, Cerner reserves the right to offset any Severance
Benefits under this Plan by the amount of such indebtedness.
SECTION 5.
Employment.
(a)
No Modification of Associate Employment Agreements
. This Plan shall not modify
any terms of an Eligible Associates Employment Agreement, including but not limited to the type of
employment relationship, the Associates obligations and continuing obligations set forth therein.
(b)
Limitation on Associate Rights
. This Plan shall not give any Associate the right
to be retained in the service of Cerner or interfere with or restrict the right of Cerner to
terminate the employment of any Associate.
(c)
Changed Decisions
. Cerner has the right to cancel or reschedule the effective
date of an Eligible Associates employment termination. An Eligible Associate will not be eligible
for any Severance Benefits under this Plan if the Eligible Associates employment termination is
canceled by Cerner, or if the Eligible Associate is offered an opportunity to return to work or
have his or her employment reinstated with Cerner.
SECTION 6.
Relation to Other Benefits and Pay
(a)
COBRA
. Associates and their dependents covered under one or more of Cerners
group health plans may be eligible for continuation coverage pursuant to the federal COBRA law.
This Plan does not provide Associates or their dependents with any greater right to continuation
coverage than what the federal COBRA law requires.
(b)
Other Benefit Plans
. Eligibility, coverage and benefits under other Cerner
benefit plans (e.g., any group life, disability, accidental death, retirement, stock plans, etc.)
are governed by the terms of those respective plans. This Plan does not provide Associates or
their beneficiaries and dependents with any greater eligibility, coverage or benefits than what
such plans provide.
(c)
Offset of Benefits
. Except as may otherwise be specifically provided for in an
Associates Employment Agreement, the amount of any Severance Benefits paid under this Plan is in
lieu of, and not in addition to, any other severance an Eligible Associate may otherwise be
entitled to receive from Cerner, including under a Cerner Associate Employment Agreement or other
document. Notwithstanding the payment provisions of Section 4(c) and subject to the immediately
preceding sentence, the Company may, at its sole option and discretion, pay other severance
benefits according to the time and form specified in the plan or agreement to which the other
severance benefit applies, if the Company determines that doing so would allow both this Plan and
the other plan or agreement to operate in compliance with Code section 409A.
9
(d)
Integration with Other Payments
. Severance Benefits paid under this Plan are not
intended to duplicate benefits such as pay-in-lieu of notice, severance pay, workers compensation
wage replacement, disability pay, or similar benefits or pay under other benefit plans, severance
programs, employment agreements, transaction documents or applicable laws, such as the WARN Act.
In the event such other pay or benefits is payable to an Eligible Associate, Severance Benefits
under this Plan will be reduced accordingly or, alternatively, pay or benefits previously paid
under this Plan will be treated as having been paid to satisfy other pay or benefit obligations.
In either case, the Plan Administrator, in its sole discretion, will determine how to apply this
provision and may override other provisions in the Plan in doing so. This provision, however,
shall not preclude an otherwise Eligible Associate from receiving any payments under a Cerner
Performance Plan (CPP) or any pay for accrued vacation under Cerners separate CPP or vacation
policy, as may be amended from time-to-time. CPP and pay for accrued vacation, if any, shall be
paid pursuant to the terms of those separate plans or policies.
(e)
Reemployment
. If an Eligible Associate is reemployed by Cerner while Severance
Benefits are still payable under the Plan, all such Severance Benefits will cease, except as
otherwise specified by the Plan Administrator, in its sole discretion.
SECTION 7.
Plan Administration
.
(a)
Plan Administrator
. The Plan is administered by Cerner, which is the Plan
Administrator under the Employee Retirement Income Security Act of 1974 (ERISA). It is the
responsibility of the Plan Administrator to ensure that the Plan is administered in accordance with
its terms. It is also the responsibility of the Plan Administrator to explain any rights and
benefits that an Eligible Associate may have under the Plan and to answer any questions which an
Eligible Associate may have. The Plan Administrator maintains all documents which comprise the
Plan and annual filings, if any, which are prepared for the Plan. If you have any questions
regarding the Plan, you should review these available documents. The Plan Administrator may, but
is not required to, adopt rules and regulations of uniform applicability in its interpretation and
implementation of the Plan. The Plan Administrator may require each Eligible Associate to submit,
in such form as it shall deem reasonable and acceptable, proof of any information which the Plan
Administrator finds necessary or desirable for the proper administration of the Plan.
(b)
Exclusive Discretion
. The Plan Administrator has full and complete discretionary
authority to determine eligibility for benefits under the Plan and to construe and interpret the
terms of the Plan. In making any decision or resolving any disputes, Cerner shall have full and
complete discretionary authority to (i) construe and interpret the provisions of the Plan and to
determine the right of any person to any interest in or eligibility for any benefit under the Plan,
and (ii) make any and all factual determinations necessary to determine the right of any person to
any interest in or eligibility for any benefit under the Plan; and, no person shall be entitled to
any benefit or interest under this Plan if Cerner decides in its discretion that there is no
entitlement to that benefit or interest. Decisions of Cerner shall be final, binding and
conclusive upon all parties.
10
SECTION 8.
Amendment or Termination
Cerner, acting through its Chief Executive Officer, Chief Financial Officer, Chief Legal
Officer or Chief People Officer, has the right, in its nonfiduciary capacity, to amend the Plan or
to terminate it at any time, prospectively or retroactively, for any reason or no reason, without
notice, including discontinuing or eliminating benefits; provided, however, that no such amendment
or termination shall affect the right to any unpaid benefit of any Eligible Associate whose
termination date has occurred prior to such amendment or termination of the Plan and provided
further that no amendment or termination shall occur with respect to the CIC Severance Benefits
after the occurrence of a Change in Control.
SECTION 9.
Claims and Appeal Procedure
(a)
Initial Claim
. If benefits under this Plan become due, the Plan Administrator
will notify you as to the amount of benefits you are entitled to, the duration of such benefit, the
time the benefit is to commence and other pertinent information concerning your benefit. If you
have been denied a benefit under the Plan, or if you feel that the benefit which has been given to
you is not accurate, you may file a claim with the Plan Administrator. If a claim for benefit is
denied by the Plan Administrator, the Plan Administrator shall provide you with written or
electronic notification of any adverse benefit determination within ninety (90) days after receipt
of the claim unless special circumstances require an extension of time for processing the claim.
If such an extension of time for processing is required, written or electronic notice indicating
the special circumstances and the date by which a final decision is expected to be rendered shall
be furnished to you. In no event shall the period of extension exceed one hundred eighty (180)
days after receipt of the claim. The notice of denial of the claim shall set forth:
(i) The specific reason or reasons for the adverse determination;
(ii) Reference to the specific plan provisions on which the determination is based;
(iii) A description of any additional material or information necessary for you to perfect the
claim, and an explanation of why such material or information is necessary; and
(iv) A description of the plans review procedures and the time limits applicable to such
procedures, including a statement of your right to bring a civil action under ERISA section 502(a)
following an adverse benefit determination on review.
You (or your duly authorized representative) may review pertinent documents and submit issues
and comments in writing to the Plan Administrator. If you fail to appeal such action to the Plan
Administrator in writing within the prescribed period of time described in the next section, the
Plan Administrators adverse determination shall be final, binding and conclusive.
(b)
Appeal
. In the event of an adverse benefit determination, you may appeal the
adverse determination by giving written notice to the Plan Administrator within 60 days after
11
receipt of the notice of adverse benefit determination. The Plan Administrator may hold a
hearing or otherwise ascertain such facts as it deems necessary and shall render a decision which
shall be binding upon both parties. The appeal procedure shall:
(i) Provide you at least 60 days following receipt of a notification of an adverse benefit
determination within which to appeal the determination;
(ii) Provide you the opportunity to submit written comments, documents, records, and other
information relating to the claim for benefits;
(iii) Provide that you shall be provided, upon request and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to your claim for
benefits; and
(iv) Provide for a review that takes into account all comments, documents, records, and other
information submitted by you relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.
The decision of the Plan Administrator shall be made within sixty (60) days after the receipt
by the Plan Administrator of the notice of appeal, unless special circumstances require an
extension of time for processing, in which case a decision of Cerner shall be rendered as soon as
possible but not later than one hundred twenty (120) days after receipt of the request for review.
If such an extension of time is required, written or electronic notice of the extension shall be
furnished to you prior to the commencement of the extension. The decision of the Plan
Administrator shall be provided in written or electronic form to you and shall include the
following:
(i) The specific reason or reasons for the adverse determination;
(ii) Reference to the specific plan provisions on which the benefit determination is based;
(iii) A statement that you are entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to your
claim for benefits. Whether a document, record, or other information is relevant to a claim for
benefits shall be determined by reference to DOL Regulation Section 2560.503-1 (m)(8); and
(iv) A statement describing any voluntary appeal procedures offered by the Plan and your right
to obtain the information about such procedures, and a statement of your right to bring an action
under ERISA section 502(a).
SECTION 10.
Statement of ERISA Rights
The following statement is required by federal statute. Certain portions of this statement
may not apply to your particular situation or to this Plan.
12
(a)
Information About This Plan and Your Benefits
. If you become a participant in the
Cerner Corporation Enhanced Severance Pay Plan you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan
participants shall be entitled to:
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Examine, without charge, at the Plan Administrators office and at other specified
locations, the Plan documents and, if any, copies of all documents filed by the Plan
with the U.S. Department of Labor, such as detailed annual reports and plan
descriptions.
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Obtain copies of all Plan documents and other plan information upon written request
to the Plan Administrator. The Plan Administrator may make a reasonable charge for the
copies.
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Receive a summary of the Plans annual financial report, if one is required to be
prepared. The Plan Administrator is required by law to furnish each participant with a
copy of this summary annual report if an annual report is required to be filed with the
Department of Labor.
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(b)
Prudent Actions by Plan Fiduciaries
. In addition to creating rights for plan
participants, ERISA imposes duties upon the people who are responsible for the operation of the
employee benefit plan. The people who operate your plan, called fiduciaries of the plan, have a
duty to do so prudently and in the interest of you and other plan participants and beneficiaries.
No one, including your employer or any other person, may fire you or otherwise discriminate against
you in any way to prevent you from obtaining a welfare benefit or exercising your rights under
ERISA.
(c)
Enforce Your Rights
. If your claim for a Plan benefit is denied in whole or in
part you must receive a written explanation of the reason for the denial. You have the right to
have the Plan review and reconsider your claim. Under ERISA, there are steps you can take to
enforce the above rights. For instance, if you request materials from the Plan and do not receive
them within 30 days, you may file suit in a federal court. In such a case, the court may require
the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the control of the
administrator. If you have a claim for benefits which is denied or ignored, in whole or in part,
you may file suit in a state or federal court. If it should happen that plan fiduciaries misuse
the plans money, or if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal fees. If you are successful the court may order
the person you have sued to pay these costs and fees. If you lose, the court may order you to pay
these costs and fees, for example, if it finds your claim is frivolous.
(d)
Assistance with Your Questions
. If you have any questions about this Plan, you
should contact the Plan Administrator. If you have any questions about this statement or about
your rights under ERISA, you should contact the nearest office of the Employee Benefits and
Security Administration, U.S. Department of Labor, listed in your telephone directory, or the
Division of Technical Assistance and Inquiries, Employee Benefits and Security
13
Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C.
20210.
SECTION 11.
Additional Information
(a)
Name and Address of Plan Sponsor and Plan Administrator
. The name and address of
the Plan Sponsor and the Plan Administrator is:
Cerner Corporation
2800 Rockcreek Parkway
North Kansas City, MO 64117
EIN: 43-1196944
Telephone: (816) 201-1024
(b)
Type of Administration
. The Plan is administered by Cerner Corporation.
(c)
Plan Number
. The Plan number is 513.
(d)
Plan Year
. The Plan Year ends on December 31.
(e)
Agent For Service of Legal Process
. Service of legal process may be made upon the
Plan Sponsor (which is also the Plan Administrator) at the above address.
(f)
Plan Costs
. Plan costs are paid by Cerner. The Plan is funded out of Cerners
general assets.
(g)
Insurance
. Benefits provided by this Plan are not insured by the Pension Benefit
Guaranty Corporation under Title IV of ERISA because the insurance provisions under ERISA are not
applicable to the Plan.
SECTION 12.
Governing Law.
This Plan is an employee welfare benefit plan within the meaning of Section 3(1) of ERISA
and it shall be interpreted, administered, and enforced in accordance with that law. To the extent
that state law is applicable, the statutes and common law of the State of Missouri, excluding any
that mandate the use of another jurisdictions laws, shall apply. Without limiting the generality
of this Section 12, it is intended that the Plan comply with Section 409A of the Code, and, in the
event that this Plan is determined to be a deferred compensation plan within the meaning of
Section 409A(d)(1) of the Code, Cerner shall, as necessary, adopt such conforming amendments as are
necessary to comply with Section 409A of the Code.
SECTION 13.
Basis of Payments to and From the Plan
The Plan shall be unfunded, and all cash payments under the plan shall be paid only from the
general assets of Cerner.
14
SECTION 14.
Limitation on IRC Section 280G Parachute
Payments
In the event that any Severance Benefit payment to be made under this Plan would cause an
Eligible Associate to be liable for any excise tax under Code section 4999(a), the aggregate amount
of such Severance Benefit shall be reduced by the minimal amount necessary such that the Eligible
Associate is no longer subject to such excise tax. Any determination or calculation made by
Cerner relating to this Section 14, including, but not limited to, any calculation of an Eligible
Associates base amount as defined in Code section 280G(b)(3), or an Eligible Associates
anticipated parachute payment, as defined in Code section 280G(b)(2), shall be final, conclusive
and binding on the Eligible Associate.
SECTION 15.
Construction.
Where the context so indicates, the singular will include the plural and vice versa. Titles
are provided herein for convenience only and are not to serve as a basis for interpretation or
construction of the Plan. Unless the context clearly indicates to the contrary, a reference to a
statute or document shall be construed as referring to any subsequently enacted, adopted, or
executed counterpart.
15