Form 8-K CERNER CORP /MO/ For: Oct 23
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________�
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section�13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2014
�
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
�
Delaware | 0-15386 | 43-1196944 | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
2800 Rockcreek Parkway, North Kansas City, Missouri | 64117 | ||
(Address of Principal Executive Offices) | (Zip Code) | ||
(816) 201-1024
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
�
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
� | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
� | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
� | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
� | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item�2.02 Results of Operations and Financial Condition.
On October 23, 2014, Cerner Corporation ( Cerner ) issued a press release announcing, among other things, its financial results for the three and nine month periods ended September 27, 2014. The press release is furnished as Exhibit 99.1 and is attached hereto.
To supplement Cerners consolidated financial statements presented in accordance with U.S. Generally Accepted Accounting Principles ( GAAP ), Cerner uses non-GAAP financial measures of adjusted net earnings and adjusted diluted earnings per share. Both adjusted net earnings and adjusted diluted earnings per share are adjusted from results based on GAAP to exclude certain share-based compensation expenses and acquisition costs. Cerner also discloses certain non-GAAP measures, such as bookings and backlog (which includes contract backlog and support and maintenance backlog), and the non-GAAP financial measure free cash flow (which is defined as GAAP cash flows from operating activities less capital purchases and capitalized software development costs). These non-GAAP measures are provided to enhance the users overall understanding of our financial performance, and as required, are also reconciled to GAAP. These measurements are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance.
The information contained in this Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section. The information in this Item�2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise expressly stated in such filing.
Item�9.01 Financial Statements and Exhibits.
d)���� Exhibits
99.1 Press Release of Cerner Corporation dated October 23, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
�
� | � | � | CERNER CORPORATION | |||
Date: October 23, 2014 | � | � | By: | � | /s/�Marc G. Naughton | |
� | � | � | Marc G. Naughton, Executive Vice President | |||
� | � | � | and Chief Financial Officer | |||
EXHIBIT INDEX
�
Exhibit Number | �� | Description |
99.1 | �� | Press Release of Cerner Corporation dated October 23, 2014 |
Exhibit 99.1
Cerner Reports Third Quarter 2014 Results
Strong Bookings, Revenue, Earnings and Cash Flow
KANSAS CITY, Mo. - October 23, 2014 - Cerner Corporation (Nasdaq: CERN) today announced results for the 2014 third quarter that ended September 27, 2014, delivering strong levels of bookings, revenue, earnings and cash flow.
Bookings in the third quarter of 2014 were $1.1 billion, an all-time high for a third quarter and an increase of 19 percent compared to third quarter 2013 bookings of $928.0 million.
Third quarter revenue was $840.1 million, an increase of 15 percent compared to $727.8 million in the year-ago period.
On a U.S. Generally Accepted Accounting Principles (GAAP) basis, third quarter 2014 net earnings were $129.0 million and diluted earnings per share were $0.37. Third quarter 2013 GAAP net earnings were $115.3 million and diluted earnings per share were $0.33.
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Adjusted (non-GAAP) Net Earnings
Adjusted net earnings for third quarter 2014 were $145.3 million, compared to $123.6 million of adjusted net earnings in the third quarter of 2013. Adjusted diluted earnings per share were $0.42 in the third quarter of 2014, an increase of 20 percent compared to $0.35 of adjusted diluted earnings per share in the year-ago quarter. Analysts consensus estimate for third quarter 2014 adjusted diluted earnings per share was $0.42.
Adjusted net earnings is not a recognized term under GAAP and should not be substituted for net earnings as a measure of Cerners performance but instead should be utilized as a supplemental measure of financial performance in evaluating our business. Following is a description of adjustments made to net earnings. For more detail, please see the accompanying schedule, titled Reconciliation of GAAP Results to Non-GAAP Results.
Third quarter 2014 adjusted net earnings and diluted earnings per share exclude share-based compensation expense, which reduced third quarter 2014 net earnings and diluted earnings per share by $10.4 million and $0.03, respectively. Adjusted net earnings and diluted earnings per share also exclude expenses related to Cerners pending acquisition of Siemens Health Services, which reduced net earnings and diluted earnings per share by $5.9 million and $0.02, respectively. Third quarter 2013 adjusted net earnings and diluted earnings per share exclude share-based compensation expense, which reduced net earnings and diluted earnings per share by $8.2 million and $0.02, respectively.
Other 2014 Third Quarter Highlights:
� | Third quarter cash collections of $858.3 million and operating cash flow of $219.5 million. |
� | Third quarter free cash flow of $107.1 million. Free cash flow is a non-GAAP financial measure defined as GAAP cash flows from operating activities less capital purchases and capitalized software development costs. For more detail, please see the accompanying schedule, titled Reconciliation of GAAP Results to Non-GAAP Results. |
� | Third quarter days sales outstanding of 67 days, which is up from 66 days in the year-ago quarter. |
� | Total backlog of $10.16 billion, up 21 percent over the year-ago quarter. This was comprised of $9.34 billion of contract backlog and $814.0 million of support and maintenance backlog. |
Cerner's strong third quarter results reflect our ongoing execution and competitiveness in the U.S. and abroad, said Neal Patterson, Cerner chairman, CEO and co-founder. The significant investments we have made in our solutions and services are contributing to our success. I also believe we are positioned to thrive in the future because we are creating solutions that help our clients navigate the shift occurring in health care from being incented on volume and reactive care to being incented to keep people healthy, provide value and optimize outcomes.
Future Period Guidance
Cerner currently expects:
� | Fourth quarter 2014 revenue between $880 million and $915 million. |
� | Fourth quarter 2014 adjusted diluted earnings per share, before share based compensation expense and acquisition costs, between $0.46 and $0.47. |
� | Fourth quarter 2014 new business bookings between $1.15 billion and $1.25 billion. |
� | Share based compensation expense to reduce diluted earnings per share by approximately $0.03 in the fourth quarter of 2014. |
Earnings Conference Call
Cerner will host an earnings conference call to provide additional detail on these results at 3:30 p.m. CT on October 23. The dial-in number for the conference call is (617)-399-5125; the passcode is Cerner. Cerner recommends joining the call 15 minutes early for registration. The re-broadcast of the call will be available from 6:30 p.m. CT, October 23 through 11:59 p.m. CT, October 26. The dial-in number for the re-broadcast is (617)-801-6888; the passcode is 48177206.
An audio webcast will be available live and archived on Cerner's website at www.cerner.com under the About Cerner section (click Investor Relations, then Presentations and Webcasts).
About Cerner
Cerner's health information technologies connect people, information, and systems, at more than 14,000 facilities worldwide. Recognized for innovation, Cerner solutions assist clinicians in making care decisions and enable organizations to manage the health of populations. The company also offers an integrated clinical and financial system to help health care organizations manage revenue, as well as a wide range of services to support clients clinical, financial and operational needs. Cerners mission is to contribute to the improvement of health care delivery and the health of communities. Nasdaq: CERN. For more information about Cerner, visit www.cerner.com, read our blog at www.cerner.com/blog, connect with us on Twitter at http://www.twitter.com/cerner and on Facebook at www.facebook.com/cerner.
Certain trademarks, service marks and logos set forth herein are property of Cerner Corporation and/or its subsidiaries. All other non-Cerner marks are the property of their respective owners.
All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner's management with respect to future events and are subject to a number of risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. The words guidance , believe , future , expects , will or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: the possibility of product-related liabilities; potential claims for system errors and warranties; the possibility of interruption at our data centers or client support facilities; 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; risks associated with our non-U.S. operations; risks associated with our ability to effectively hedge exposure to fluctuations in foreign currency exchange rates; the potential for tax legislation initiatives that could adversely affect our tax position and/or challenges to our tax positions in the United States and non-U.S. countries; risks associated with our recruitment and retention of key personnel; risks related to our dependence on third party suppliers; risks inherent with business acquisitions and combinations and the integration thereof, such as difficulties and operational and financial risks associated with integrating Cerner and Siemens Health Services; the potential for losses resulting from asset impairment charges; risks associated with volatility and disruption resulting from global economic conditions; managing growth in the new markets in which we offer solutions, health care devices and services; changing political, economic, regulatory and judicial influences; government regulation; significant competition
and market changes; variations in our quarterly operating results; potential inconsistencies in our sales forecasts compared to actual sales; volatility in the trading price of our common stock and the timing and volume of market activity; our directors authority to issue preferred stock and the anti-takeover provisions in our corporate governance documents; material adverse resolution of legal proceedings; the risk of uncertainty as to timing of the consummation of an acquisition; risks that any of the closing conditions to the proposed acquisition of Siemens Health Services may not be satisfied or may not be satisfied in a timely manner; risks related to disruption of management time from ongoing business operations due to the proposed acquisition of Siemens Health Services; failure to realize the synergies and other benefits expected from the proposed acquisition of Siemens Health Services; risk that the assets and business acquired may not continue to be commercially successful; the effect of the proposed acquisition of Siemens Health Services on the ability of Cerner to retain customers and retain and hire key personnel and maintain relationships with key suppliers; unexpected costs, charges or expenses resulting from the acquisition of Siemens Health Services; and litigation or claims relating to the transaction or the acquired assets and business. Additional discussion of these and other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's periodic filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Cerner undertakes no obligation to update forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial condition or business over time.
Investor Contact: Allan Kells, (816) 201-2445, [email protected]
Media Contact: Dan Smith, (913) 304-3991, [email protected]
Cerner's Internet Home Page: www.cerner.com
CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and nine months ended September 27, 2014 and September 28, 2013
(unaudited)
(In thousands, except per share data) | �Three Months Ended | Nine Months Ended | ||||||||||||
2014 (1) | 2013 (1) | 2014 (1) | 2013 (1) | |||||||||||
Revenues | ||||||||||||||
System sales | $ | 224,345 | $ | 202,632 | $ | 665,595 | $ | 602,037 | ||||||
Support, maintenance and services | 593,068 | 508,520 | 1,738,664 | 1,461,723 | ||||||||||
Reimbursed travel | 22,736 | 16,678 | 72,413 | 51,660 | ||||||||||
������������Total revenues | 840,149 | 727,830 | 2,476,672 | 2,115,420 | ||||||||||
Margin | ||||||||||||||
System sales | 158,825 | 138,243 | 453,656 | 384,457 | ||||||||||
Support, maintenance and services | 541,259 | 470,010 | 1,591,483 | 1,358,357 | ||||||||||
������������Total margin | 700,084 | 608,253 | 2,045,139 | 1,742,814 | ||||||||||
Operating expenses | ||||||||||||||
Sales and client service | 346,417 | 304,665 | 1,020,552 | 853,213 | ||||||||||
Software development | 97,026 | 82,998 | 285,897 | 246,343 | ||||||||||
General and administrative | 68,487 | 51,352 | 180,900 | 150,995 | ||||||||||
������������Total operating expenses | 511,930 | 439,015 | 1,487,349 | 1,250,551 | ||||||||||
������������Operating earnings | 188,154 | 169,238 | 557,790 | 492,263 | ||||||||||
Other income, net | 2,181 | 3,509 | 7,908 | 9,286 | ||||||||||
Earnings before income taxes | 190,335 | 172,747 | 565,698 | 501,549 | ||||||||||
Income taxes | (61,333 | ) | (57,403 | ) | (188,137 | ) | (163,258 | ) | ||||||
Net earnings | $ | 129,002 | $ | 115,344 | $ | 377,561 | $ | 338,291 | ||||||
Basic earnings per share | $ | 0.38 | $ | 0.34 | $ | 1.10 | $ | 0.98 | ||||||
Basic weighted average shares outstanding | 341,188 | 342,992 | 342,254 | 343,681 | ||||||||||
Diluted earnings per share | $ | 0.37 | $ | 0.33 | $ | 1.08 | $ | 0.96 | ||||||
Diluted weighted average shares outstanding | 349,326 | 351,449 | 350,468 | 352,332 | ||||||||||
Note 1: Operating expenses for the three and nine months ended September 27, 2014 and September 28, 2013 include share-based compensation expense. The impact of this expense on net earnings and diluted earnings per share is presented below:
(In thousands, except per share data) | �Three Months Ended | Nine Months Ended | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Sales and client service | $ | 8,317 | $ | 7,169 | $ | 22,619 | $ | 17,085 | ||||||
Software development | 3,368 | 2,876 | 10,096 | 8,147 | ||||||||||
General and administrative | 4,314 | 3,413 | 13,256 | 10,385 | ||||||||||
Total share-based compensation | 15,999 | 13,458 | 45,971 | 35,617 | ||||||||||
Amount of related income tax benefit | (5,616 | ) | (5,221 | ) | (16,136 | ) | (13,819 | ) | ||||||
Net impact on net earnings | $ | 10,383 | $ | 8,237 | $ | 29,835 | $ | 21,798 | ||||||
Decrease to diluted earnings per share | $ | 0.03 | $ | 0.02 | $ | 0.08 | $ | 0.06 | ||||||
CERNER CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS1�
For the three and nine months ended September 27, 2014 and September 28, 2013
(unaudited)
RECONCILIATION OF ADJUSTED NET EARNINGS TO GAAP NET EARNINGS1�
(In thousands) | �Three Months Ended | Nine Months Ended | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net Earnings | ||||||||||||||
Net earnings (GAAP) | $ | 129,002 | $ | 115,344 | $ | 377,561 | $ | 338,291 | ||||||
Share-based compensation expense, net of tax | 10,383 | 8,237 | 29,835 | 21,798 | ||||||||||
Acquisition costs, net of tax2 | 5,922 | 5,922 | ||||||||||||
Adjusted net earnings (non-GAAP)3 | $ | 145,307 | $ | 123,581 | $ | 413,318 | $ | 360,089 | ||||||
RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE TO GAAP DILUTED EARNINGS PER SHARE1�
�Three Months Ended | Nine Months Ended | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Diluted Earnings Per Share | ||||||||||||||
Diluted earnings per share (GAAP) | $ | 0.37 | $ | 0.33 | $ | 1.08 | $ | 0.96 | ||||||
Share-based compensation expense, net of tax | 0.03 | 0.02 | 0.08 | 0.06 | ||||||||||
Acquisition costs, net of tax2 | 0.02 | 0.02 | ||||||||||||
Adjusted diluted earnings per share (non-GAAP)3 | $ | 0.42 | $ | 0.35 | $ | 1.18 | $ | 1.02 | ||||||
RECONCILIATION OF NON-GAAP FREE CASH FLOW TO GAAP OPERATING CASH FLOW1�
(In thousands) | �Three Months Ended | Nine Months Ended | ||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Cash flows from operating activities (GAAP) | $ | 219,521 | $ | 164,230 | $ | 623,579 | $ | 554,385 | ||||||
Capital purchases | (68,375 | ) | (83,419 | ) | (200,372 | ) | (218,406 | ) | ||||||
Capitalized software development costs | (44,095 | ) | (48,044 | ) | (130,761 | ) | (125,951 | ) | ||||||
Free cash flow (non-GAAP)4 | $ | 107,051 | $ | 32,767 | $ | 292,446 | $ | 210,028 | ||||||
Note 1: The presentation of Adjusted Diluted Earnings per Share, Adjusted Net Earnings and Free Cash Flow, non-GAAP financial measures, are not meant to be considered in isolation, nor as a substitute for, or superior to, Generally Accepted Accounting Principles (GAAP) results and investors should be aware that non-GAAP measures have inherent limitations and should be read only in conjunction with Cerner's consolidated financial statements prepared in accordance with GAAP. Adjusted Diluted Earnings per Share, Adjusted Net Earnings and Free Cash Flow may also be different from similar non-GAAP financial measures used by other companies and may not be comparable to similarly titled captions of other companies due to potential inconsistencies in the method of calculations. We believe that Adjusted Diluted Earnings per Share, Adjusted Net Earnings and Free Cash Flow are important to enable investors to better understand and evaluate our ongoing operating results and allows for greater transparency in the review and understanding of our overall financial, operational and economic performance.
Note 2: Acquisition costs are presented net of an income tax benefit of $3.5 million.
Note 3: Cerner provides earnings with and without share-based compensation expense and acquisition costs because earnings excluding these expenses are used by management along with GAAP results to analyze its business, make strategic decisions, assess long-term trends on a comparable basis, and for management compensation purposes.
Note 4: Cerner provides free cash flow because it takes into account the capital expenditures necessary to operate our business.
CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of September 27, 2014 (unaudited) and December 28, 2013
(In thousands) | 2014 | 2013 | ||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 496,494 | $ | 202,377 | ||||
Short-term investments | 835,269 | 677,004 | ||||||
Receivables, net | 617,204 | 582,926 | ||||||
Inventory | 28,604 | 32,299 | ||||||
Prepaid expenses and other | 181,103 | 175,488 | ||||||
Deferred income taxes, net | 76,803 | 91,614 | ||||||
Total current assets | 2,235,477 | 1,761,708 | ||||||
Property and equipment, net | 889,487 | 792,781 | ||||||
Software development costs, net | 402,772 | 347,077 | ||||||
Goodwill | 322,135 | 307,422 | ||||||
Intangible assets, net | 131,790 | 144,132 | ||||||
Long-term investments | 226,371 | 554,873 | ||||||
Other assets | 184,606 | 190,371 | ||||||
Total assets | $ | 4,392,638 | $ | 4,098,364 | ||||
Liabilities and Shareholders Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 169,227 | $ | 145,019 | ||||
Current installments of long-term debt and capital lease obligations | 60,042 | 54,107 | ||||||
Deferred revenue | 215,528 | 209,746 | ||||||
Accrued payroll and tax withholdings | 145,739 | 147,986 | ||||||
Other accrued expenses | 80,584 | 83,574 | ||||||
Total current liabilities | 671,120 | 640,432 | ||||||
Long-term debt and capital lease obligations | 86,756 | 111,717 | ||||||
Deferred income taxes and other liabilities | 229,450 | 170,392 | ||||||
Deferred revenue | 9,102 | 8,159 | ||||||
Total liabilities | 996,428 | 930,700 | ||||||
Shareholders Equity: | ||||||||
Common stock | 3,461 | 3,443 | ||||||
Additional paid-in capital | 890,902 | 812,853 | ||||||
Retained earnings | 2,770,609 | 2,393,048 | ||||||
Treasury stock | (245,333 | ) | (28,251 | ) | ||||
Accumulated other comprehensive loss, net | (23,429 | ) | (13,429 | ) | ||||
Total shareholders equity | 3,396,210 | 3,167,664 | ||||||
Total liabilities and shareholders equity | $ | 4,392,638 | $ | 4,098,364 | ||||
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