UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| (X) |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended June 28, 2003 |
OR
| ( ) |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the transition period from ____________________ to __________ |
Commission File Number 0-15386
CERNER CORPORATION
| Delaware |
43-1196944 |
|
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2800 Rockcreek Parkway
North Kansas City, Missouri 64117
(816) 201-1024
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) with the Commission, and (2) has been subject to such filing requirements for the past 90 days.
Yes (X) No ( )
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes (X) No ( )
There were 35,305,317 shares of Common Stock, $.01 par value, outstanding at June 28, 2003.
CERNER CORPORATION AND SUBSIDIARIES
I N D E X
| Part I. | Financial Information: | |||
| Item 1. | Financial Statements: | |||
| Condensed Consolidated Balance Sheets as of June 28, 2003 (unaudited) and December 28, 2002 | 1 | |||
Condensed Consolidated Statements of Earnings for the three
and six months ended June 28, 2003 and June 29, 2002 (unaudited)
|
2 | |||
Condensed Consolidated Statements of Cash Flows for the
six months ended June 28, 2003 and June 29, 2002 (unaudited)
|
3 | |||
| Notes to Condensed Consolidated Financial Statements | 4 | |||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 9 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 | ||
| Item 4. | Controls and Procedures | 19 | ||
| Part II. | Other Information: | 19 | ||
| Item 1. | Legal Proceedings | 19 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 19 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 20 |
Part I. Financial Information
Item 1. Financial Statements
CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 28, | December 28, | |||||||||
| 2003 | 2002 | |||||||||
| (In thousands) | (unaudited) | |||||||||
Assets |
||||||||||
Current Assets: |
||||||||||
Cash and cash equivalents |
$ | 121,038 | $ | 142,543 | ||||||
Receivables |
255,635 | 272,668 | ||||||||
Inventory |
8,551 | 9,041 | ||||||||
Prepaid expenses and other |
25,961 | 23,434 | ||||||||
Total current assets |
411,185 | 447,686 | ||||||||
Property and equipment, net |
155,367 | 134,283 | ||||||||
Software development costs, net |
128,644 | 117,327 | ||||||||
Goodwill, net |
47,146 | 45,938 | ||||||||
Intangible assets, net |
20,508 | 23,155 | ||||||||
Investments, net |
1,096 | 964 | ||||||||
Other assets |
9,370 | 9,926 | ||||||||
| $ | 773,316 | $ | 779,279 | |||||||
Liabilities and Stockholders Equity |
||||||||||
Current Liabilities: |
||||||||||
Accounts payable |
$ | 32,361 | $ | 46,822 | ||||||
Current installments of long-term debt |
12,008 | 12,202 | ||||||||
Deferred revenue |
54,623 | 45,055 | ||||||||
Income taxes |
5,690 | 4,691 | ||||||||
Accrued payroll and tax withholdings |
39,723 | 47,262 | ||||||||
Other accrued expenses |
11,523 | 9,519 | ||||||||
Total current liabilities |
155,928 | 165,551 | ||||||||
Long-term debt |
123,901 | 136,636 | ||||||||
Deferred income taxes |
39,882 | 35,848 | ||||||||
Stockholders Equity: |
||||||||||
Common stock, $.01 par value, 150,000,000
shares authorized, 36,808,316 shares issued
at June 28, 2003 and 36,732,532 issued in 2002 |
368 | 367 | ||||||||
Additional paid-in capital |
228,033 | 226,912 | ||||||||
Retained earnings |
251,108 | 236,572 | ||||||||
Treasury stock, at cost (1,502,999 and 1,202,999 shares
in 2003 and 2002, respectively) |
(26,793 | ) | (20,863 | ) | ||||||
Accumulated other comprehensive income: |
||||||||||
Foreign currency translation adjustment |
851 | (1,668 | ) | |||||||
Unrealized gain/(loss) on available-for-sale equity securities
(net of deferred tax liability of $22 for 2003 and
deferred tax asset of $23 in 2002) |
38 | (76 | ) | |||||||
Total stockholders equity |
453,605 | 441,244 | ||||||||
| $ | 773,316 | $ | 779,279 | |||||||
See notes to condensed consolidated financial statements.
1
CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
| Three Months Ended | Six Months Ended | ||||||||||||||||
| June 28, | June 29, | June 28, | June 29, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||
Revenues: |
|||||||||||||||||
System sales |
$ | 82,742 | $ | 75,291 | $ | 161,336 | $ | 154,535 | |||||||||
Support, maintenance and services |
116,240 | 105,282 | 229,172 | 201,318 | |||||||||||||
Reimbursed travel |
8,713 | 6,251 | 15,378 | 12,393 | |||||||||||||
Total revenues |
207,695 | 186,824 | 405,886 | 368,246 | |||||||||||||
Costs and expenses: |
|||||||||||||||||
Cost of revenues |
53,096 | 45,245 | 101,348 | 91,831 | |||||||||||||
Sales and client service |
86,646 | 76,837 | 174,737 | 151,255 | |||||||||||||
Software development |
38,457 | 31,569 | 75,915 | 61,262 | |||||||||||||
General and administrative |
13,149 | 12,300 | 26,291 | 24,342 | |||||||||||||
Total costs and expenses |
191,348 | 165,951 | 378,291 | 328,690 | |||||||||||||
Operating earnings |
16,347 | 20,873 | 27,595 | 39,556 | |||||||||||||
Other income (expense): |
|||||||||||||||||
Interest expense, net |
(1,603 | ) | (1,373 | ) | (3,449 | ) | (2,896 | ) | |||||||||
Other income |
127 | 20 | 143 | 31 | |||||||||||||
Gain on sale of investment |
| 4,308 | | 4,308 | |||||||||||||
Total |
(1,476 | ) | 2,955 | (3,306 | ) | 1,443 | |||||||||||
Earnings before income taxes and cumulative
effect of a change in accounting principle |
14,871 | 23,828 | 24,289 | 40,999 | |||||||||||||
Income taxes |
(5,928 | ) | (9,136 | ) | (9,753 | ) | (15,903 | ) | |||||||||
Earnings before cumulative effect of a
change in accounting principle |
8,943 | 14,692 | 14,536 | 25,096 | |||||||||||||
Cumulative effect of a change in accounting for
goodwill, net of $486 income tax benefit |
| | | 786 | |||||||||||||
Net earnings |
8,943 | 14,692 | 14,536 | 24,310 | |||||||||||||
Basic earnings per share: |
|||||||||||||||||
Earnings before cumulative effect of a
change in accounting principle |
$ | .25 | $ | .41 | $ | .41 | $ | .73 | |||||||||
Cumulative effect of a change in accounting for goodwill |
| | | (.02 | ) | ||||||||||||
Net earnings per share |
$ | .25 | $ | .41 | $ | .41 | $ | .71 | |||||||||
Basic weighted average shares outstanding |
35,395 | 35,442 | 35,476 | 34,410 | |||||||||||||
Diluted earnings per share: |
|||||||||||||||||
Earnings before cumulative effect of a
change in accounting principle |
$ | .25 | $ | .39 | $ | .40 | $ | .67 | |||||||||
Cumulative effect of a change in accounting for goodwill |
| | | (.02 | ) | ||||||||||||
Net earnings per share |
$ | .25 | .39 | $ | .40 | .65 | |||||||||||
Diluted weighted average shares outstanding |
35,731 | 37,478 | 36,215 | 37,360 | |||||||||||||
See notes to condensed consolidated financial statements.
2
CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended | |||||||||||
| June 28, 2003 | June 29, 2002 | ||||||||||
| (In thousands) | |||||||||||
Cash flows from operating activities: |
|||||||||||
Net earnings |
$ | 14,536 | $ | 24,310 | |||||||
Adjustments to reconcile net earnings to
net cash provided by operating activities: |
|||||||||||
Depreciation and amortization |
32,966 | 27,168 | |||||||||
Goodwill impairment |
| 1,272 | |||||||||
Gain on sale of investment |
| (4,308 | ) | ||||||||
Non-employee stock option compensation expense |
23 | 34 | |||||||||
Provision for deferred income taxes |
4,215 | (29,627 | ) | ||||||||
Changes in assets and liabilities: |
|||||||||||
Receivables, net |
17,033 | (28,817 | ) | ||||||||
Inventory |
490 | (1,406 | ) | ||||||||
Prepaid expenses and other |
(1,759 | ) | (4,400 | ) | |||||||
Accounts payable |
(13,853 | ) | 4,895 | ||||||||
Accrued income taxes |
851 | 35,413 | |||||||||
Deferred revenue |
9,568 | (12,641 | ) | ||||||||
Other accrued liabilities |
(5,535 | ) | (3,443 | ) | |||||||
Total adjustments |
43,999 | (15,860 | ) | ||||||||
Net cash provided by operating activities |
58,535 | 8,450 | |||||||||
Cash flows from investing activities: |
|||||||||||
Purchase of capital equipment |
(11,344 | ) | (21,493 | ) | |||||||
Purchase of land, buildings and improvements |
(22,586 | ) | (5,484 | ) | |||||||
Acquisition of business |
| (13,429 | ) | ||||||||
Proceeds from sale of available-for-sale securities |
| 90,119 | |||||||||
Repayment of notes receivable |
215 | | |||||||||
Capitalized software development costs |
(28,749 | ) | (22,915 | ) | |||||||
Net cash provided by (used in) investing activities |
(62,464 | ) | 26,798 | ||||||||
Cash flows from financing activities: |
|||||||||||
Proceeds from issuance of long-term debt |
| 10,086 | |||||||||
Repayment of long-term debt |
(14,015 | ) | (12,019 | ) | |||||||
Purchase of treasury stock |
(5,930 | ) | | ||||||||
Proceeds from exercise of options |
1,347 | 2,170 | |||||||||
Associate stock purchase plan discounts |
(248 | ) | (345 | ) | |||||||
Net cash used in financing activities |
(18,846 | ) | (108 | ) | |||||||
Foreign currency translation adjustment |
1,270 | 710 | |||||||||
Net increase (decrease) in cash and cash equivalents |
(21,505 | ) | 35,850 | ||||||||
Cash and cash equivalents at beginning of period |
142,543 | 107,536 | |||||||||
Cash and cash equivalents at end of period |
$ | 121,038 | $ | 143,386 | |||||||
See notes to condensed consolidated financial statements.
3
CERNER CORPORATION AND SUBSIDIARIES
(1) Interim Statement Presentation & Accounting Policies
The consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys latest annual report on Form 10-K.
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position, and the results of operations and cash flows for the periods presented. The results of the three and six-month periods are not necessarily indicative of the operating results for the entire year. Certain prior year amounts have been reclassified to conform with current year presentation.
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, establishes requirements for reporting and display of comprehensive income and its components. For the six months ended June 28, 2003 and June 29, 2002, total Comprehensive Income, which includes net earnings, foreign currency translation adjustments and unrealized gains and losses on available-for-sale equity security adjustments, amounted to $17,169,000 and $13,004,000, respectively.
The Company incurs out-of-pocket expenses in connection with its client service activities, which are reimbursed by its clients. The amounts of out-of-pocket expenses, which are included in the cost of revenues in the accompanying Statement of Earnings, and equal amounts of related reimbursements were $8,713,000 and $6,251,000 for the three months and $15,378,000 and $12,393,000 for the six months ended June 28, 2003 and June 29, 2002, respectively.
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.
(2) Earnings Per Share
Basic earnings per share (EPS) excludes dilution and is computed by dividing
income available to common stockholders 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 denominators of the basic and diluted per-share computations is
as follows:
4
Table of Contents
| Three months ended | Three months ended | |||||||||||||||||||||||
| June 28, 2003 | June 29, 2002 | |||||||||||||||||||||||
| Earnings | Shares | Per-Share | Earnings | Shares | Per-Share | |||||||||||||||||||
| (Numerator) | (Denominator) | Amount | (Numerator) | (Denominator) | Amount | |||||||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||||||
Basic earnings per share |
||||||||||||||||||||||||
Income available to
common stockholders |
$ | 8,943 | 35,395 | $ | .25 | $ | 14,692 | 35,442 | $ | .41 | ||||||||||||||
Effect of dilutive securities
Stock options |
| 336 | | 2,036 | ||||||||||||||||||||