10-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____________ to ___________ Commission File Number 0-15386 CERNER CORPORATION (Exact name of Registrant as specified in its charter) Delaware 43-1196944 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2800 Rockcreek Parkway North Kansas City, Missouri 64117 (816) 221-1024 (Address of principal executive offices, including zip code; Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Preferred Stock Purchase Rights (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____ Indicate by check mark 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 Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] At March 15, 2001, there were 34,813,821 shares of Common Stock outstanding, of which 7,559,789 shares were owned by affiliates. The aggregate market value of the outstanding Common Stock of the Registrant held by non-affiliates, based on the average of bid and asked prices of such stock on March 15, 2001, was $1,089,309,592. Documents incorporated by reference: portions of the Registrant's Proxy Statement for the 2001 Annual Meeting of Stockholders are incorporated by reference in Part III hereof. PART I Item 1. Business Overview -------- Cerner Corporation ("Cerner" or the "Company") is a Delaware corporation incorporated in 1980. The Company's principal offices are located at 2800 Rockcreek Parkway, North Kansas City, Missouri 64117, and its telephone number is (816) 221-1024. Cerner designs, develops, markets, installs, hosts and supports software information technology and content solutions for healthcare organizations and consumers. Cerner implements these solutions as individual, combined or enterprise-wide systems. Cerner's integrated suite of solutions enable healthcare providers to improve operating effectiveness, reduce costs, reduce medical errors, reduce variances and improve the quality of care as measured by clinical outcomes. Cerner solutions are designed to provide the appropriate health information and knowledge to caregivers, clinicians and consumers and the appropriate management information to healthcare administration on a real-time basis. Cerner solutions allow secure access to data by clinical, administrative and financial users in organized settings of care and by consumers from their home. These solutions can be implemented as a part of an enterprise- wide solution or individually, leveraging the client's existing investment in information technology. Cerner solutions are available as integrated applications managed by its clients or as a service option under the hosted solutions model. Hosted solutions are applications that are provided to clients from Cerner's solutions center in Lee's Summit, Missouri. Cerner solutions are designed and developed using the Health Network Architecture (Registered)("HNA"), a single information architecture. HNA (Registered) is a unified technology infrastructure for combining clinical and management information applications. HNA allows each participating healthcare organization to access an individual's clinical record at the point of care, to organize it for the specific needs of the physician, nurse, laboratory technician or other care provider on a real-time basis, and to use the information in management decisions to improve theefficiency and productivity of the entire enterprise. Cerner has developed and is licensing and installing its newest generation of HNA solutions known as "Millennium (Trademark)". See "Cerner's Technology - Health Network Architecture (HNA) and HNA Millennium" for a discussion of HNA Millennium (Registered). Healthcare Industry ------------------- The healthcare delivery industry in the United States is highly fragmented, very complex and remarkably inefficient. While science and medical technology continue to make significant breakthrough progress in dealing with human disease and injury, the management and clinical processes of these complex delivery organizations have made little progress in the past twenty years. Even today, the major clinical workflow depends on manual, paper- based medical record systems augmented by spotty automation. This has resulted in an industry which is economically inefficient and produces significant variances in medical outcomes. In November 1999, the Institute of Medicine released a report called "To Err is Human" indicating that medical error is one of the top ten causes of death in the United States, with up to 96,000 lives lost each year. The industry must address these issues by identifying ways to enhance efficiencies and improve the quality of care. The healthcare industry has also been buffeted by significant external forces during the 1990's. Managed Care Organizations defined themselves as an intermediary in the flow of funds and exerted pressure on healthcare spending. In 1997, Congress enacted the Balanced Budget Act which reduced Medicare reimbursements to healthcare providers by over $250 billion dollars over a five-year period. The full impact of this legislation hit in 1999, significantly reducing the operating margins of hospitals and physician groups. The healthcare industry has also seen the impact of legislative and employer-led initiatives, such 3 care. Online documentation and physician order entry helps to prevent the errors in and misinterpretation of documentation and orders, reducing the costs of duplication and medical error. This automation also will reduce the time for care delivery and lower costs. Once all the steps of care are captured electronically, the enhanced documentation will lead to more efficient healthcare, both in terms of treatment and finance, and will set the stage for data collection that will be the backbone of structuring the knowledge of healthcare. Electronic medical records reduce some of the duplication caused by poor record-keeping. Wasteful duplication is eliminated, redundant tests are not ordered. Also, documentation required for health plan reimbursement is maintained efficiently, reducing claim denials. Finally, electronic record-keeping lays the groundwork of data collection necessary to make dramatic changes in care delivery. Connect the Person ------------------ Cerner is dedicated to helping its clients build a personal health system; creating a "new medium" between the person and physician; empowering the individual; and creating a new center to healthcare. The healthcare system is undergoing fundamental change as the person moves to the center of care delivery. Increasing access to expert knowledge over the Internet and a cultural shift toward more self-direction are combining to move the center of power and control to the person. With the electronic medical record, persons can access their medical records securely anytime and anywhere they have Internet access. When combined with personalized health content, the consumer gains a better sense of the care they are receiving and the options available to them. They will have better communications with their providers, and can take more ownership of their own health and work to manage it to their satisfaction. Structure the Knowledge ----------------------- Cerner is dedicated to building systems that treat every clinical decision as a learning event by structuring, storing and studying the content of medicine. Medicine must have a structure that allows physicians to record treatment and outcomes in such a way as to permit comparability. The basis of this structure is a common nomenclature that can exactly capture the meaning of input from physicians and clinicians. By storing this data and then providing a framework for comparability, physicians can make sense and glean value from the information that is gathered both through automated processes and connected persons. Without a knowledge framework, data collected will provide no real benefit. By building this structure, every encounter with a patient, every piece of new knowledge and information, can be catalogued, measured and analyzed to improve care. This knowledge framework will deliver better standards of care and an improved understanding of medicine. Close the Loop -------------- Cerner is dedicated to building systems that implement evidence- based medicine, dramatically reducing the current average time from the discovery of an improved method to the change in "standard of care" medical practice. Advances in technology offer great opportunities to healthcare and must be used to practical effect. The knowledge gained must be used to deliver better care faster. The information learned must be applied. Today, patients may wait as long as ten years before new knowledge reaches widespread use. With systems designed to embed evidence-based medicine inside the clinicians' workflow using pathways, guidelines and alerts, physicians can ensure that every medical decision is optimal, based on the best and most recent knowledge available. The results will be better outcomes and reduced variance. 4 The Cerner Strategy ------------------- Key elements of the Company's business strategy include the following: Penetrate the integrated healthcare provider market. ---------------------------------------------------- Large health systems represent a significant component of the healthcare information technology market. These organizations are focused on improving safety and reducing costs through operating efficiencies. Cerner's enterprise-wide process-based, clinical and management systems provide the technology to enable an integrated system to manage healthcare across the system, significantly reduce costs, improve the efficiency of healthcare delivery and maintain and improve the quality of healthcare. Expand market share in individual domains and further penetrate ----------------------------------------------------------------- existing client base. --------------------- Cerner expects continued growth in clinical domain systems for specific markets such as nursing, physician office, laboratory, pharmacy, radiology, surgery, emergency medicine and cardiology, as institutional providers look to restructure and reengineer these high cost centers. The Company anticipates growth in sales of new products, such as its new patient accounting product introduced in 2000. This product addresses a large new market previously not covered by the existing product suite. The Company also intends to market aggressively Cerner clinical and management information systems and services to its existing client base. Remain committed to a common architecture. ------------------------------------------ Because Cerner believes that the constituents in health management need to work together to benefit defined populations in a community, the Company has made a commitment to a single unified architecture as the platform for "fully integrated" health information and management systems. This platform enables Cerner's process-based HNA systems to be scaleable on a linear basis, using either Cerner compatible modules for process-oriented applications or competitive systems interfaced using open system protocols. Expand products and services. ---------------------------- Using HNA Millennium, Cerner intends to continue expanding the range of products and services offered to providers. These new products and services will complement the systems currently offered, address the emerging information needs of clients or employ technological advances. Cerner believes that major opportunities exist as providers and managed care organizations reach into new markets and offer more alternative services to remain competitive. The Company believes these organizations will find value in having personal health records and trusted health information accessible to the individual in the home. In addition, Cerner recognizes the value of the aggregate database being developed by its broad client base as a potential means to enable comparative or normative procedure evaluations as a powerful new tool in the healthcare industry. The substantial project management, process redesign, technology integration and training involved in healthcare systems taking advantage of the opportunities provided by clinical and management information technology represent a significant market for the Company's consulting services. Offer products on a hosted solution basis. ----------------------------------------- The Company now offers its HNA Millennium applications through its new hosted solutions delivery option. This option offers information technology services to clients that include software, computer hardware, implementation, technical support, wide-area network (WAN) services and automatic software upgrades. Unlike traditional software implementations, software delivered through the hosted solutions delivery option is not installed at the user's location, but is delivered, operated and maintained in Cerner's solutions center in a rapidly accelerated implementation timeframe. Using Cerner hosted solutions, any size organization can access the same robust clinical applications, architecture and user-interface advantages that were previously only available to larger institutions. Cerner's Technology - Health Network Architecture (HNA) and HNA --------------------------------------------------------------- Millennium ---------- The cornerstone of Cerner's technology strategy is HNA, the single architecture around which each of Cerner's information products is developed. This person-centric, single data model, open and highly scaleable architecture allows Cerner to meet the clinical, financial, management and business information 5 requirements of a healthcare delivery system across the continuum of care. Cerner's newest version of its HNA computing platform is Millennium, the core of which was developed between 1994 and 1999. Millennium uses n-tier client/server technology to optimize distributed computing performance and scalability across multiple client and server platforms. The HNA Millennium architecture and applications were designed and developed to accommodate healthcare specific requirements for mission critical computing and secure access, whether the user is inside the healthcare enterprise or at home via the Internet. HNA Millennium's breadth of focus and functionality are well suited for large-scale and enterprise application technologies for healthcare organizations, including the ability to leverage the Internet for ehealth-related self-service and business-to- business functions. The value of HNA Millennium to a client organization is the use across a healthcare organization of a single system based on a fully integrated common architecture and database. With its single data model, HNA Millennium provides secure, real-time access to all information across multiple applications, domains, organizations and physical locations, including physician, hospital, nursing, laboratory, pharmacy and consumers, to all of those needing such access, wherever they are located. Given its integrated and open design, HNA Millennium can also provide a centralized repository of clinical and financial transactions to help standardize access and messaging of disparate applications across a health system. The alternative to a single architectural approach is to use disparate systems based on differing architectures and data structures to automate the care processes across the continuum of care. These disparate systems must be interfaced together and rely on these interfaces to transmit, modify and arrange data exchanged between them, which limits the data's usefulness across multiple systems and inhibits real-time access. In addition, many of these systems lack functional scalability and cannot operate across multiple provider settings or locations within a healthcare organization. Two overarching capabilities are embedded into the HNA Millennium architecture. First is the person-centric transactions and secure messaging, which consider the breadth of requirements not only of a patient, but also of healthy consumers. Second is healthcare community dynamics, which take into account the flexibility required by the constantly changing relationships between healthcare organizations, physicians and consumers, and the need to maintain complex security and end user preferences based on the context and business attributes of the transaction in a community setting. CernerObjects ------------- Cerner is extending HNA Millennium's reach and scope with the goal of becoming the de facto standard for healthcare information technology. A key element in that effort by Cerner is CernerObjects. Cerner will use CernerObjects to extend HNA Millennium to suppliers, supporting their development efforts and increasing Millennium's market penetration. CernerObjects is a collection of reusable programming elements from Cerner's HNA Millennium architecture. These segments of code, or objects, enable third-party developers to create front-end applications, like Palm or Web browser solutions, that draw upon the data model and proven functionality of HNA Millennium. With CernerObjects, programmers can quickly and efficiently build applications that integrate with Cerner's architecture, reusing existing objects that achieve the tasks they are seeking to replicate. Third- party programmers can avoid the time- and cost-intensive process of writing new code to perform functions Cerner engineers have already developed. CernerObjects is the mechanism Cerner uses to extend its own applications to the Internet. By licensing the objects library to third parties, Cerner has an excellent opportunity to proliferate the HNA Millennium architecture - as well as the brand, clinical expertise and technical excellence upon which it was built. Products -------- Cerner's HNA Millennium platform of products is the only healthcare information system on the market today capable of both retrieving and disseminating clinical and financial information across an entire health system. HNA Millennium includes seven product families dedicated to meeting the automation needs of virtually every segment of the care continuum. 6 Cerner solutions can be acquired individually or as a fully integrated health information system. Cerner also markets more than 200 product options that complement Cerner's major information systems. In addition, Cerner sells computers and related hardware manufactured by third parties and consulting services to its software licensees. Cerner's product categories include: * Enterprise Systems, which automate processes across and throughout the health system enterprise; * Financial and Operational Management Systems, which automate business operations; * Decision Support Systems and Knowledge Solutions, which enhance clinical and business processes with information and actions; * Point of Care Clinical Systems, which automate the care processes within specific domains of health systems; * Systems for Clinical Centers, which automate the clinical processes within specific departments; * Personal Health Systems for individuals to manage their own health and connect to the health system; and * Interface Technologies for connecting other technologies and systems to HNA Millennium. Enterprise-wide Solutions ------------------------- Cerner's CapStone (Registered) Enterprise Access Management System creates the enterprise-wide master person identifier (EMPI) and automates the identification, eligibility, registration and scheduling processe across hospitals, clinics, physician practices and other care delivery organizations, integrating the health system and incorporating existing systems. PowerChart (Registered) Electronic Medical Record System is the enterprise clinician's desktop solution for viewing, ordering, documenting and managing care delivery. The Open Clinical Foundation (Registered) manages clinical information, providing the foundation for the electronic medical record. The Open Management Foundation (Trademark) stores management information of enterprise financial, operational and process results, creating the foundation for the enterprise-wide management and executive information system. The Open Agreement Foundation (Trademark) manages health plan contracts and agreements, and member information. The Open Research Foundation (Trademark) provides open repository storage of clinical and medical information to support medical research. Financial and Operational ------------------------- The ProFit (Trademark) Enterprise Billing and Accounts Receivable System is Cerner's system for revenue accounting, billing and accounts receivable for the entire health system as well as each individual domain or organization. ProFit integrates clinical and financial data and creates a single bill. PowerVision (Registered) Enterprise Decision Support links comprehensive clinical and financial data and makes it available at the point of care - allowing care to be better managed as it occurs. 7 The ProFile (Trademark) Health Information Management System helps meet the operations management needs of the health information management (medical records) department and includes functionality for the various chart tracking and completion tasks. The ProCure (Trademark) Materials Management System automates the business operations around supply chain, materials acquisition and equipment management for the organization. The ProCare (Trademark) Medical Management System automates medical management for the health system, addressing the areas of utilization, case and risk management, as well as infection control. The RadNet (Trademark) Radiology Information System addresses the operational and management requirements of radiology departments or services. It allows a department to replace its manual, paper- based system of record-keeping with an efficient computer-based system that integrates with its imaging systems. Cerner also provides image management systems with picture archival and communications systems (PACS) that are fully integrated with Cerner's radiology information systems. Using Cerner's end-to- end, fully integrated radiology information and image management systems, radiologists can improve operational efficiencies and reduce medical error. Decision Support Systems and Knowledge Solutions ------------------------------------------------ Discern Expert (Registered) is an event-driven, rule-based decision support software application that allows users to define clinical and management rules (Alerts (Trademark)) that are applied to event data captured or generated by other applications. It supports both synchronous (real-time, interactive) processing and asynchronous (noninteractive) processing of events. Discern Expert manages the evaluation and display of executable clinical knowledge through either Cerner-developed Alerts, which are licensed separately, or client-developed Alerts. Discern Explorer (Registered) is a decision support software application integrated with other Cerner HNA Millennium clinical and management information systems that allows users to execute predetermined or ad hoc queries and reports regarding process-related data that is generated by the other applications. Care Designs (Trademarks) are clinical pathways and protocols that automate the specific plans of care for an individual and operate within Cerner's clinical systems. Point of Care Clinical Solutions -------------------------------- The INet (Registered) Intensive Care Management System is designed to automate the entire care process in intensive care settings. It supports chart review and browsing, order management, documentation management and automatic data acquisition. Cerner's CareNet (Registered) Acute Care Management System is designed to automate the entire care process in acute or institutional settings. The application collects, refines, organizes and evaluates detailed clinical and management data. It enables the entire care team to plan and manage individual activities and plans, as well as measure outcomes and goals. The CVNet (Registered) Cardiology Information System automates the processes within the cardiology department, supporting the scheduling, ordering, documentation and data capture required by professionals in the cardiology domain. The SurgiNet (Registered) Surgery Information System is designed to address the needs of the surgical department, including automating the functions of resource and equipment scheduling, inventory management, anesthesia management and operating room management. 8 The FirstNet(Registered) Emergency Medicine Information System offers patient and provider tracking and an intuitive presentation of patient diagnoses and clinical events for the emergency department. FirstNet provides basic emergency department functionality, including quick admits, tracking, triage and patient history, as well as a graphical reference to patient location and order status. The PowerChart Office (Trademark) Management System supports the broad range of clinical and business activities that occur within a physician office, clinic or large physician organization. This system ties the office together with other medical entities and automates key care team activities in both primary and specialty care settings. The ProCall (Registered) Home Care Management System automates the clinical and business processes of home care organizations, such as home health agencies, visiting nurse associations and hospices. Clinical Centers ---------------- The PathNet (Registered) Laboratory Information System addresses the information management needs of six clinical areas: general laboratory, microbiology, blood bank transfusion services, blood bank donor services, anatomic pathology and Human Leukocyte Antigen. PathNet automates the ordering and reporting of procedures, the production of accurate and timely reports and the maintenance of accessible clinical records. The RadNet (Registered) Radiology Information System addresses the operational and management requirements of radiology departments or services. It allows a department to replace its manual, paper-based system of record-keeping with an efficient computer-based system that integrates with their imaging systems. The PharmNet (Registered) Pharmacy Information System provides full integration for rapid pharmacy order entry and support of the clinical pharmacy in either an inpatient or retail setting. PharmNet streamlines medication order entry, enabling the pharmacist or technician to place all types of pharmaceutical orders, and automates dispensing functions. Consumer/Personal Health ------------------------ Cerner's IQHealth (Trademark) facilitates powerful business-to- consumer and business-to-business connections via the Internet. With IQHealth, healthcare organizations can create and brand a "health exchange" in the community to directly connect hospitals, physicians, payers, consumers and others. IQHealth provides the tools to create such local connections as well as health information to improve the quality and safety of care. IQHealth's Personal Health Record (PHR) is a personal health management tool that gives consumers the ability to build a permanent electronic record in which health information can be securely stored as it accrues over time. Cerner Multum (Registered) drug database provides caregivers and consumers alike with access to drug information and the ability to perform drug interaction checking to prevent adverse events. IQHealth's Health Risk Assessments allow organizations to create Web-based surveys to assess individual and community health risks. Health Connections (Trademark), a 24x7 call center staffed by nurses, provides ready access to accurate health information so that consumers can better manage their health and participate in care decisions. Health Facts (Registered) is Cerner's comparative data warehouse for benchmarking information and services for subscribers to support their own improvement processes. 9 Interface Technologies ---------------------- The Open Engine Application Gateway System (Trademark) facilitates the exchange of data and assists in the management of interfaces between foreign systems in a network environment. It serves as a toolkit to help write interface code. The Open Port Interface System (Trademark) represents Cerner's standardized technology for providing reliable foreign system, medical device and other standard interfaces in a timely manner. Message translation and data mapping are done with point-and-click tools and a scripting environment. Communications protocols are configured via table driven parameters. These sophisticated methodologies result in decreased implementation times and greater client satisfaction. Software Development -------------------- Cerner commits significant resources to developing new health information system products. As of December 30, 2000, approximately 1,100 employees were engaged full-time in product development activities. Total expenditures for the development and enhancement of the Company's products were approximately $90,694,000, $88,699,000 and $74,159,000 during the 2000, 1999 and 1998 fiscal years, respectively. These figures include both capitalized and noncapitalized portions and exclude amounts amortized for financial reporting purposes. The Company expects to continue investment and development efforts for its current and future product offerings. As new clinical and management information needs emerge, Cerner intends to enhance its current product lines with new versions released to clients on a periodic basis. In addition, Cerner plans to expand its current product lines by developing additional information systems for clinical, financial, operational and/or consumer use and to continue to support simultaneous use of Cerner's products across multiple facilities, and plans to continue to expand in the global marketplace. See "Cerner's Technology - Health Network Architecture (HNA) and HNA Millennium" for a discussion of the development of Cerner's latest generation of software products. Sales and Marketing ------------------- The markets for Cerner's information system products include integrated delivery networks, physician groups and networks and their management service organizations, managed care organizations, hospitals, medical centers, free-standing reference laboratories, blood banks, imaging centers, pharmacies, pharmaceutical manufacturers, employer coalitions and public health organizations. To date, a substantial portion of system sales have been in clinical applications in hospital-based provider organizations. Cerner's HNA architecture is highly scaleable, with applications being used in hospitals ranging from under 50 beds to over 2,000 beds and managed care settings with over 2,000,000 members. All HNA Millennium applications are designed to operate on either computers manufactured by Compaq Computer Corporation or IBM's RISC System/6000 AIX (UNIX) platform, thereby allowing Cerner to be price competitive across the full range of size and organizational structure of healthcare providers. The sale of a health information system usually takes approximately nine to eighteen months, from the time of initial contact to the signing of a contract. The Company is in the process of expanding its sales force in anticipation of increased market demands expected to be created by its HNA Millennium solutions. See "Cerner's Technology - Health Network 10 Architecture (HNA) and HNA Millennium" for a discussion of the development of Cerner's latest generation of software products. The Company's executive marketing management is located in its North Kansas City, Missouri, headquarters, while its client representatives are deployed across the United States and globally. In addition to the United States, the Company, through subsidiaries and joint ventures, has sales staff and/or offices in Australia, Belgium, Canada, Germany, Singapore, Malaysia, Saudi Arabia and the United Kingdom. Cerner's consolidated revenues include foreign sales of $25,815,000, $24,001,000 and $17,545,000 for the 2000, 1999 and 1998 fiscal years, respectively. The Company supports its sales force with technical personnel who perform demonstrations of Cerner's products and assist clients in determining the proper hardware and software configurations. The Company's primary direct marketing strategy is to generate sales contacts from its existing client base and through presentations at industry seminars and tradeshows. Cerner attends a number of major tradeshows each year and has begun to sponsor executive conferences, which feature industry experts who address the information system needs of large healthcare organizations. Client Services --------------- All of Cerner's clients enter into software maintenance agreements with Cerner for support of their Cerner systems. In addition to immediate software support in the event of problems, these agreements allow these clients the use of new releases of the Cerner products covered by these agreements. Each client has 24-hour access to the client support staff located at Cerner's corporate headquarters. Most of Cerner's clients 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. In 1999, Cerner modified its strategy of using regional business centers to provide support for its clients. Due to the increase in the number of Cerner associates working at client sites and the resulting decrease in utilization and cost effectiveness of its regional branch offices, Cerner decided to close or reduce the size of many of its facilities in the United States. Cerner closed its offices in Atlanta, Georgia; Boston, Massachusetts; Irvine, California; and Washington, D.C. in the second quarter of 2000. The expenses for such closings were charged to the fourth quarter of 1999. Additional leased office space was acquired during 2000 as a result of acquisition of businesses in Chesapeake, Virginia; Dallas, Texas; St. Louis, Missouri; and Houston, Texas, and new office space was opened in Washington, D.C. Cerner's offices in Detroit, Michigan and Denver, Colorado remain open. Backlog ------- At December 30, 2000, Cerner had a contract backlog of approximately $439,943,000. Such backlog represents system sales from signed contracts, which had not yet been recognized as revenue. The Company recognizes revenue on a percent of completion basis, based on certain milestone conditions, for its software products. At December 30, 2000, the Company had approximately $91,090,000 of contracts receivable, which represents revenues recognized under the percent of completion method but not yet billable under the terms of the contract. At December 30, 2000, Cerner had a software support and maintenance backlog of approximately $184,360,000. Such backlog represents contracted software support and hardware maintenance services for a period of twelve months. The Company estimates that approximately 55% of the aggregate backlog of $624,303,000 will be recognized as revenue during 2001. Number of Employees ("Associates") ---------------------------------- As of March 1, 2001, the Company employed 3,104 associates. Other Factors Affecting the Company's Business ---------------------------------------------- Information under the caption "Factors That May Affect Future Results of Operations, Financial Condition of Business" included in "Management's Discussion and Analysis of Financial Condition and Results of 11 Operations" in Item 7 is incorporated herein by reference. Such information includes a discussion of various factors that could, among other things, affect the Company's business in the future, including (a) variations in the Company's quarterly operating results; (b) volatility of the Company's stock price; (c) market risk of investments; (d) changes in the healthcare industry; (e) significant competition; (f) the Company's proprietary technology may be subjected to infringement claims or may be infringed upon; (g) possible regulation of the Company's software by the U.S. Food and Drug Administration or other government regulation; (h) the possibility of product- related liabilities; (i) possible failures or defects in the performance of the Company's software; (j) the possibility that the Company's anti-takeover defenses could delay or prevent an acquisition of the Company; and (k) risks and uncertainties related to the Year 2000 transition. Item 2. Properties The Company's offices are located in a Company-owned office park in North Kansas City, Missouri, containing approximately 500,000 square feet of useable space. As of December 30, 2000, the Company was using approximately 455,000 square feet and substantially all of the remainder was leased to tenants. The Company also leases office space for its branch offices in Detroit, Michigan; Denver, Colorado; St. Louis, Missouri; Dallas, Texas; Washington, D.C.; Chesapeake, Virginia; Houston, Texas; Sydney, Australia; and Brussels, Belgium. Item 3. Legal Proceedings The Company has no material pending litigation. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of the stockholders of the Company during the fourth quarter of the fiscal year ended December 30, 2000. Item 4A. Executive Officers of the Company The following table sets forth the names, ages, positions and certain other information regarding the Company's executive officers as of March 27, 2001. Officers are elected annually and serve at the discretion of the board of directors. Name Age Positions ---- --- --------- Neal L. Patterson 51 Chairman of the Board of Directors and Chief Executive Officer Clifford W. Illig 50 Vice Chairman of the Board of Directors Earl H. Devanny, III 49 President Glenn P. Tobin, Ph.D. 39 Executive Vice President and Chief Operating Officer Paul M. Black 42 Executive Vice President and Chief Sales Officer Jack A. Newman, Jr. 53 Executive Vice President Douglas M. Krebs 43 Senior Vice President and President of Cerner International Stephen M. Goodrich 49 Senior Vice President and Chief Quality Officer Richard J. Flanigan, Jr. 41 Senior Vice President and General Manager 12 Stephen D. Garver 40 Senior Vice President and Managing Partner Marc G. Naughton 46 Vice President and Chief Financial Officer Stanley M. Sword 39 Vice President and Chief People Officer Jeffrey A. Townsend 37 Vice President and Chief Engineering Officer Randy D. Sims 40 Vice President, Chief Legal Officer and Secretary 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. Prior to joining the Company, Mr. Devanny served as president of the 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 seventeen years with IBM Corporation. Glenn P. Tobin, Ph.D. joined the Company in April of 1998 as General Manager and Senior Vice President. On October 29, 1998, Dr. Tobin was appointed Executive Vice President and Chief Operating Officer. Prior to joining the Company, Dr. Tobin served as a senior consultant with McKinsey and Co., Inc. for more than five years. Paul M. Black joined the Company in March of 1994 as a Regional Vice President. He was promoted in June 1998 to Senior Vice President and Chief Sales Officer and to Executive Vice President in September of 2000. Prior to joining Cerner, he spent twelve years with IBM Corporation. Jack A. Newman, Jr. joined the Company in January of 1996 as Executive Vice President. Prior to joining the Company, he was with KPMG LLP for twenty-two years. Immediately prior to joining Cerner he was National Partner-in-Charge of KPMG's Healthcare Strategy Practice. 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. On February 1, 2000, Mr. Krebs was appointed as President of Cerner International, Inc, a wholly owned subsidiary of the Company. Prior to joining Cerner, he spent fifteen years with IBM Corporation. Stephen M. Goodrich joined the Company in October 1987 as a project leader in the product organization. In 1992 he was promoted to Vice President and was promoted to Senior Vice President in April 1999. He was named Chief Quality Officer in January of 2000. Richard J. Flanigan Jr. joined the Company in November 1994 as a Regional Vice President. In 1997, his responsibilities were extended and he was named as General Manager. He was promoted to Senior Vice President in April 2000. Prior to joining Cerner, Mr. Flanigan spent more than thirteen years in sales and management positions at IBM Corporation. Stephen D. Garver joined the Company in March 1992 as part of Cerner Consulting. In March of 1999 he was named Vice President and Managing Partner and was promoted to Senior Vice President in April 13 2000. Prior to joining the Company, Mr. Garver spent ten years with Andersen Consulting in a variety of roles within the systems integration practice. 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. Stanley M. Sword joined the Company in August 1998 in his current role. Prior to joining Cerner, he served as a client partner in the outsourcing practice of AT&T Solutions and as the Vice President of Organization Development for NCR Corporation. Prior to joining AT&T, Mr. Sword spent ten years with Anderson Consulting in a variety of roles within the systems integration practice. Jeffrey A. Townsend joined the Company in June 1985. Since that time he has held several positions in the product organization and was promoted to Vice President in February 1997. He was appointed Chief Engineering Officer in March 1998. 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 (now a division of United Dominion Industries) for seven years, holding the position of Assistant General Counsel when he left to join Farmland. 14 PART II Item 5. Market for the Registrant's Common Stock and Related Security Holder Matters The Company's common stock trades on The NASDAQ Stock Market (Service Mark) under the symbol CERN. The following table sets forth the high, low and last sales prices for the fiscal quarters of 2000 and 1999 as reported by The NASDAQ National Market System. These quotations represent prices between dealers and do not include retail mark-up, mark-down or commissions, and do not necessarily represent actual transactions. 2000 1999 --------------------------------- -------------------------------- High Low Last High Low Last ---- --- ---- ---- --- ---- First quarter 40 7/8 17 7/8 27 27 1/4 12 7/8 15 5/8 Second quarter 32 9/64 19 3/4 27 1/4 23 1/2 12 1/2 19 33/64 Third quarter 48 26 5/16 46 7/16 19 15/16 14 1/4 14 31/32 Fourth quarter 64 7/8 40 1/2 46 1/4 20 3/4 12 15/16 19 11/16 At January 31, 2001, there were approximately 1,200 owners of record. To date, the Company has paid no dividends and it does not intend to pay dividends in the foreseeable future. Management believes it is in the stockholders' best interest to reinvest funds in the operation of the business. Item 6. Selected Financial Data 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- (1)(2)(3)(4)(5) (6)(7) (8) (In thousands, except per share data) Statements of Earnings Data: Revenues $ 404,504 340,197 330,902 245,057 189,107 Operating earnings 25,602 3,698 33,530 22,170 10,601 Earnings before income taxes and extraordinary item 172,123 302 33,268 24,484 12,902 Extraordinary item - early extinguishment of debt - (1,395) - - - Net earnings (loss) 105,265 (1,211) 20,589 15,148 8,251 Earnings per share before extraordinary item: Basic 3.08 .01 .63 .46 .25 Diluted 2.96 .01 .61 .45 .25 Earnings (loss) per share: Basic 3.08 (.04) .63 .46 .25 Diluted 2.96 (.04) .61 .45 .25 Weighted average shares outstanding: Basic 34,123 33,623 32,825 32,881 32,729 Diluted 35,603 33,916 33,667 33,668 33,620 Balance Sheet Data: Working capital $ 186,181 170,053 118,681 156,808 171,204 Total assets 616,411 660,891 436,485 331,781 314,753 Long-term debt, net 102,299 100,000 25,000 30,026 30,000 Stockholders' equity 343,717 378,937 271,143 233,747 230,735 (1) Includes a non-recurring investment gain of $120.4 million, net of $68.3 million tax expense, related to the conversion of shares of CareInsite common stock to shares of WebMD common stock. The impact of this non-recurring investment gain on diluted earnings per share was $3.38 for 2000. (2) Includes a non-recurring investment loss of $24.5 million, net of $13.9 million tax benefit, related to the sale of shares of WebMD common stock. The impact of this non-recurring investment loss on diluted earnings per share was ($.69) for 2000. 15 (3) Includes a non-recurring charge of $6.7 million related to the write-down of intangible assets associated with the acquisition of Health Network Ventures, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.19) for 2000. (4) Includes a non-recurring charge of $3.2 million related to the acquisition of CITATION Computer Systems, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.09) for 2000. (5) Includes a non-recurring charge of $1.0 million, net of $.7 million tax benefit, related to the acquisition of ADAC Healthcare Information Systems, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.03) for 2000. (6) Includes a non-recurring charge of $5.8 million, net of $3.6 million tax benefit, related to the cost in excess of revenues of completing fixed fee implementation contracts. The impact of this non-recurring charge on diluted earnings per share was ($.17) for 1999. (7) Includes a non-recurring charge of $.9 million, net of $.5 million tax benefit, related to the accrual of branch restructuring costs. The impact of this non-recurring charge on diluted earnings per share was ($.03) for 1999. (8) Includes a non-recurring charge of $3.1 million, net of $1.9 million tax benefit, related to the acquisition of Multum Information Services, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.09) for 1998. Summary Pro-Forma Financial Data (Statements of Earnings Data Excluding Non-Recurring Gains, Losses and Charges) 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- (1)(2)(3)(4)(5) (6)(7) (8) (In thousands, except per share data) Statements of Earnings Data, Before Non-recurring Gains, Losses and Charges: Revenues $ 404,504 340,197 330,902 245,057 189,107 Operating earnings 37,189 14,505 38,568 22,170 10,601 Earnings before income taxes and extraordinary item 33,518 11,109 38,306 24,484 12,902 Extraordinary item - early extinguishment of debt - (1,395) - - - Net earnings 20,366 5,462 23,687 15,148 8,251 Earnings per share before extraordinary item: Basic .60 .20 .72 .46 .25 Diluted .57 .20 .70 .45 .25 Earnings per share: Basic .60 .16 .72 .46 .25 Diluted .57 .16 .70 .45 .25 Weighted average shares outstanding: Basic 34,123 33,623 32,825 32,881 32,729 Diluted 35,603 33,916 33,667 33,668 33,620 Balance Sheet Data: Working capital $ 186,181 170,053 118,681 156,808 171,204 Total assets 616,411 660,891 436,485 331,781 314,753 Long-term debt, net 102,299 100,000 25,000 30,026 30,000 Stockholders' equity 343,717 378,937 271,143 233,747 230,735 (1) Statement of Earnings Data excludes a non-recurring investment gain of $120.4 million, net of $68.3 million tax expense, related to the conversion of shares of CareInsite common stock to shares of WebMD common stock. The impact of this non-recurring investment gain on diluted earnings per share was $3.38 for 2000. (2) Statement of Earnings Data excludes a non-recurring investment loss of $24.5 million, net of $13.9 million tax benefit, related to the sale of shares of WebMD common stock. The impact of this non-recurring investment loss on diluted earnings per share was ($.69) for 2000. 16 (3) Statement of Earnings Data excludes a non-recurring charge of $6.7 million related to the write-down of intangible assets associated with the acquisition of Health Network Ventures, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.19) for 2000. (4) Statement of Earnings Data excludes a non-recurring charge of $3.2 million related to the acquisition of CITATION Computer Systems, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.09) for 2000. (5) Statement of Earnings Data excludes a non-recurring charge of $1.0 million, net of $.7 million tax benefit, related to the acquisition of ADAC Healthcare Information Systems, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.03) for 2000. (6) Statement of Earnings Data excludes a non-recurring charge of $5.8 million, net of $3.6 million tax benefit, related to the cost in excess of revenues of completing fixed fee implementation contracts. The impact of this non-recurring charge on diluted earnings per share was ($.17) for 1999. (7) Statement of Earnings Data excludes a non-recurring charge of $.9 million, net of $.5 million tax benefit, related to the accrual of branch restructuring costs. The impact of this non-recurring charge on diluted earnings per share was ($.03) for 1999. (8) Statement of Earnings Data excludes a non-recurring charge of $3.1 million, net of $1.9 million tax benefit, related to the acquisition of Multum Information Services, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.09) for 1998. 17 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Introduction ------------ Last year, the Company indicated that 2000 would be a more stable, predictable and successful year than 1999. In 2000, the Company set record levels of bookings, revenues and cash flow. The Company continued to expand its product line to more than 37 products at the end of 2000. Over the last 18 months, the Company more than doubled its direct sales force. The Company also created a strategic presence in Europe. Between the new client relationships created through the Company's direct sales efforts and the acquisitions the Company completed in 2000, the Company grew its install base of client relationships by 40%, adding 430 new client relationships, and created 330 HNA Millennium footprints during the year. The Company also signed licensing agreements with over 80 other healthcare information technology companies to use HNA components as key elements of their architecture. The Company's success reached into new market opportunities, as well. The Company's hosting services became the delivery platform of choice for over $50 million of new bookings in its first year. Many of these clients are community hospitals and represent an expanded market for the Company's products. PowerChart Office, the Company's physician clinical practice solution, is having a significant impact on the way many of the Company's clients practice medicine. ProFit, the Company's new patient accounting solution, completed alpha testing, opening up a market estimated at $3 billion. The promulgation of new HIPAA (Health Insurance Portability and Accountability Act) regulations and the recent release of the Institute of Medicine's second report on patient safety could combine to create significant pressures to expand the use of information technology in healthcare organizations. While the budgetary pressures created by the Balanced Budget Act of 1997 have subsided, they should continue to stimulate interest in the use of healthcare information technology to improve operational performance. The Company believes that its investment in the HNA Millennium architecture affords a significant competitive advantage. HNA Millennium is the only fully integrated, large scale, enterprise-wide architecture in the industry. It is this integration that the Company expects will be a significant factor in meeting the challenges posed by forces such as HIPAA, patient safety and operational performance. Results of Operations --------------------- Year Ended December 30, 2000, Compared to Year Ended January 1, 2000 The Company's revenues increased 19% to $404,504,000 in 2000 from $340,197,000 in 1999. Net earnings, before extraordinary item and non-recurring charges and credits was $20,366,000 in 2000 compared to $6,857,000 in 1999. Non-recurring charges and credits in 2000, as described below, included a realized investment gain and loss, write-off of acquired in-process research and development and a write-down of intangible assets. Non-recurring charges in 1999, as described below, include contract reserves and branch restructuring charges. Including the extraordinary item and non-recurring charges, the Company had earnings of $105,265,000 in 2000 compared to a loss of $1,211,000 in 1999. Revenues - In 2000, revenues increased due to an increase in system sales and support of installed systems. System sales increased 17% to $263,109,000 in 2000 from $224,510,000 in 1999. The increase in system sales is due to an increase in new contract bookings in 2000 compared to 1999. Total sales to the installed base in 2000, including new systems, incremental hardware and software, support and maintenance services and discrete services, were 77% of total revenues in 2000 compared to 75% in 1999. At December 30, 2000, the Company had $439,943,000 in contract backlog and $184,360,000 in support and maintenance backlog, compared to $338,614,000 in contract backlog and $162,798,000 in support and maintenance backlog at the end of 1999. 18 Support and maintenance revenues increased 22% in 2000 as compared to 1999. These revenues represented 28% of 2000 and 1999 total revenues. Other revenues increased 23% to $26,497,000 in 2000 from $21,489,000 in 1999. This increase was due primarily to additional revenues derived from subscriptions and services to clients; these increases were $1,765,000 and $2,324,000, respectively. The Company anticipates that other revenues will continue to increase in 2001. Cost of Revenues - 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. The cost of revenues was 22% of total revenues in 2000, and 25% of total revenues in 1999, excluding a non-recurring charge relating to fixed fee implementation contracts, as described below. Such costs, as a percent of revenues, typically have varied as the mix of revenue (software, hardware, services and support) components 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 a decrease in the percent of revenue from computer hardware and sublicensed software, which carry a higher cost of revenue percentage. Included in the 1999 cost of revenues is a charge of $9,449,000, which represents the remaining additional costs in excess of revenues required to complete certain remaining HNA Millennium fixed fee implementation contracts. The Company switched to an hourly fee-for-service implementation model in 1997. Delays in some of the older projects, primarily caused by delays in development of the Company's HNA Millennium products, increased the time required to complete these installations. While the Company originally anticipated these fixed fee implementations would be completed in 1999, in some instances the focus by clients on their internal Y2K projects created a further delay. As a result of the significant implementation work completed in the last half of 1999 and the agreement between the Company and these clients in the fourth quarter as to the scope of work remaining, the Company estimated that the costs to complete certain fixed fee implementation contracts would exceed the remaining revenue by $9,449,000. The Company recognized the impact of these excess costs in the fourth quarter income statement as a non-recurring cost of revenues. $7,148,000 of these additional costs were incurred in 2000, with the remaining costs to be completed in 2001. There were no significant changes in the estimates of the costs to complete in 2000. Sales and Client Service - Sales and client service expenses include salaries of client service personnel, communications expenses and unreimbursed travel expenses. Also included are sales and marketing salaries, travel expenses, tradeshow costs and advertising costs. These expenses as a percent of total revenues were 42% in 2000 and 41% in 1999, excluding a non- recurring charge related to the closing of five branch offices, as described below. The increase in total sales and client service expenses is attributable to the cost of a larger field sales and services organization and marketing of new products. Included in 1999 sales and client service expenses is a non- recurring charge related to the closing of five branch offices. In December, 1999, the Company made a decision to close five of its branch offices. The Company created a regional branch structure in 1994 in order to bring associates closer to its clients. The natural evolution of that strategy and the ability to leverage internal information technology infrastructure to create a more virtual workplace has resulted in a significant decrease in utilization of certain regional offices. This led to the decision to close these physical locations. The Company recorded a charge of $1.4 million in the 1999 fourth quarter to provide for the costs of closing these locations, primarily based on estimated lease cancellation fees. All of these costs were paid in 2000. The Company will continue to maintain offices in Denver, Colorado; Detroit, Michigan; St. Louis, Missouri; Dallas, Texas; Washington, D.C.; Chesapeake, Virginia; Houston, Texas; Brussels, Belgium and Sydney, Australia, in addition to the world headquarters in North Kansas City, Missouri. Software Development - Software development expenses include salaries, documentation and other direct expenses incurred in product development and amortization of software development costs. Total 19 expenditures for software development, including both capitalized and noncapitalized portions, for 2000 and 1999 were $90,694,000 and $88,699,000, respectively. These amounts exclude amortization. Capitalized software costs were $30,982,000 and $30,192,000 for 2000 and 1999, respectively. General and Administrative - General and administrative expenses include salaries for corporate, financial, and administrative staffs, utilities, communications expenses and professional fees. These expenses as a percent of total revenues were 7% in 2000 and 8% in 1999. Write-off of In-Process Research and Development - Write-off of in-process research and development includes one-time expenses resulting from the acquisitions of CITATION Computer Systems, Inc. and ADAC Healthcare Information Systems, Inc., in 2000. Write-down of Intangible Assets - Write-down of intangible assets is a one-time expense resulting from the decision to discontinue a portion of the Health Network Ventures, Inc. business as more fully described in Note 2 to the Consolidated Financial Statements. Interest Expense, Net - Net interest expense was $3,671,000 in 2000 compared to $3,396,000 in 1999. The increase is due to an increase in borrowings. On April 15, 1999, the Company completed a $100,000,000 private placement of debt pursuant to a Note Agreement dated April 1, 1999. The Series A Senior Notes, with a $60,000,000 principal amount at 7.14% are payable in five equal annual installments beginning in April 2002. The Series B Senior Notes, with a $40,000,000 principal amount at 7.66% are payable in six equal annual installments beginning April 2004. The proceeds were used to retire the Company's existing $30,000,000 of debt, and the remaining funds are being used for capital improvements and to strengthen the Company's cash position. In connection with the early extinguishment of debt, the Company incurred a $1,395,000, net of taxes, extraordinary loss for a prepayment penalty and write-off of deferred loan costs. The Note Agreement contains certain net worth, current ratio, and fixed charge coverage covenants and provides certain restrictions on the Company's ability to borrow, incur liens, sell assets and pay dividends. The Company was in compliance with all covenants at December 30, 2000. Realized Gain on Exchange of Stock - The Realized gain on exchange of stock is a non-recurring investment gain related to the exchange of CareInsite shares for WebMD shares in 2000. Realized Loss on Sale of Stock - The realized loss on sale of stock is a non-recurring investment loss related to the sale of a portion of the WebMD shares in 2000. Income Taxes - The Company's effective tax rate was 39% in 2000 and 1999. Year Ended January 1, 2000, Compared to Year Ended January 2, 1999 The Company's revenues increased 3% to $340,197,000 in 1999 from $330,902,000 in 1998. Net earnings, before extraordinary item and non-recurring charges were $6,857,000 in 1999 compared to $23,687,000 in 1998. Non-recurring charges in 1999, as described below, included contract reserves and branch restructuring charges. Non-recurring charges in 1998 include acquisition related charges. Including the extraordinary item and non- recurring charges, the Company incurred a loss of $1,211,000 in 1999 compared to earnings of $20,589,000 in 1998. Revenues - In 1999, revenues increased due to an increase in support of installed systems and other revenues. System sales decreased 9% to $224,510,000 in 1999 from $245,490,000 in 1998. The decrease in system sales was due to a decrease in new contract bookings in 1999 compared to 1998. The Company believes that this decrease was due primarily to delays in purchasing decisions related to Y2K and the Balanced Budget Act of 1997. The sale of additional hardware and software products to the installed client base increased 27% in 1999 as compared to 1998. 20 Total sales to the installed base in 1999, including new systems, incremental hardware and software, support and maintenance services, and discrete services, were 75% of total revenues in 1999 compared to 69% in 1998. The higher percentage was primarily due to the decrease in system sales to new clients. At January 1, 2000, the Company had $338,614,000 in contract backlog and $162,798,000 in support and maintenance backlog, compared to $314,965,000 in contract backlog and $153,453,000 in support and maintenance backlog at the end of 1998. Support and maintenance revenues increased 23% in 1999 as compared to 1998. These revenues represented 28% of 1999 total revenues and 23% of 1998 total revenues. The higher percentage was primarily attributable to the decrease in system sales and an increase in installed systems. Other revenues increased 148% to $21,489,000 in 1999 from $8,657,000 in 1998. This increase was due primarily to services performed beyond contracted requirements for existing clients. Cost of Revenues - 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. The cost of revenues was 25% of total revenues in 1999, excluding a non-recurring charge related to fixed fee implementation contracts, as described below, and 27% of total revenues in 1998. Such costs, as a percent of revenues, typically have varied as the mix of revenue (software, hardware, services and support) components 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 a decrease in the percent of revenue from computer hardware and sublicensed software, which carry a higher cost of revenue percentage. Included in the 1999 cost of revenues is a charge of $9,449,000, which represents the remaining additional costs in excess of revenues required to complete certain remaining HNA Millennium fixed fee implementation contracts, as further described above. Sales and Client Service - Sales and client service expenses include salaries of client service personnel, communications expenses, and unreimbursed travel expenses. Also included are sales and marketing salaries, travel expenses, tradeshow costs and advertising costs. These expenses as a percent of total revenues were 41% in 1999, excluding a non-recurring charge related to the closing of five branch offices, as described below, and 35% in 1998. The increase in total sales and client service expenses is attributable to the cost of a larger field sales and services organization and marketing of new products. Included in 1999 sales and client service expenses is a non- recurring charge related to the closing of five branch offices. In December, 1999, the Company made a decision to close five of its branch offices. The Company created a regional branch structure in 1994 in order to bring associates closer to its clients. The natural evolution of that strategy and the ability to leverage internal information technology infrastructure to create a more virtual workplace has resulted in a significant decrease in utilization of certain regional offices. This led to the decision to close these physical locations. The Company recorded a charge of $1.4 million in the 1999 fourth quarter to provide for the costs of closing these locations, primarily based on estimated lease cancellation fees. Software Development - Software development expenses include salaries, documentation, and other direct expenses incurred in product development and amortization of software development costs. Total expenditures for software development, including both capitalized and noncapitalized portions, for 1999 and 1998 were $88,699,000 and $74,159,000, respectively. These amounts exclude amortization. Capitalized software costs were $30,192,000 and $25,052,000 for 1999 and 1998, respectively. The increase in aggregate expenditures for software development in 1999 is due to development of HNA Millennium products and development of community care products. 21 General and Administrative - General and administrative expenses include salaries for corporate, financial, and administrative staffs, utilities, communications expenses and professional fees. These expenses as a percent of total revenues were 8% in 1999 and 1998. Interest Expense, Net - Net interest expense was $3,396,000 in 1999 compared to $262,000 in 1998. The increase is due to an increase in borrowings. On April 15, 1999, the Company completed a $100,000,000 private placement of debt pursuant to a Note Agreement date April 1, 1999. The Series A Senior Notes, with a $60,000,000 principal amount at 7.14% are payable in five equal annual installments beginning in April 2002. The Series B Senior Notes, with a $40,000,000 principal amount at 7.66% are payable in six equal annual installments beginning April 2004. In connection with the early extinguishment of debt, the Company incurred a $1,395,000 net of taxes, extraordinary loss for a prepayment penalty and write-off of deferred loan costs. Income Taxes - The Company's effective tax rate was 39% in 1999 and 38% in 1998. Liquidity and Capital Resources ------------------------------- The Company had total cash and cash equivalents of $90,893,000 at the end of 2000 and working capital of $186,181,000, compared to cash and cash equivalents of $75,677,000 at the end of 1999, and working capital of $170,053,000. The Company generated cash of $53,313,000, $27,389,000 and $5,893,000 from operations in 2000, 1999 and 1998, respectively. Cash flow from operations increased in 2000, due primarily to the increase in net earnings, increased collection of receivables, improved payment terms and record level of conversions. Cash flow from operations increased in 1999, due primarily to increased collection of receivables, improved payment terms and record level of conversions. Cash used in investing activities consisted primarily of capitalized software development costs of $30,982,000 and $30,192,000 and purchases of capital equipment of $16,154,000 and $14,345,000 in 2000 and 1999, respectively. The Company also made additional investments in affiliates in 2000 of $7,370,000 and completed acquisitions of businesses for $16,829,000. Cash provided from investing activities came primarily from the proceeds of $26,152,000 from the sale of WebMD shares. The major source of cash from financing activities in 2000 was provided by the exercise of common stock options. The major source of cash from financing activities in 1999 was provided by the Company's refinancing of its long-term debt, more fully described in Note 6 to the Consolidated Financial Statements. Revenues provided under support and maintenance agreements represent recurring cash flows. Support and maintenance revenues increased 22%, 23% and 12%, in 2000, 1999 and 1998, respectively, and the Company expects these revenues to continue to grow as the base of installed systems grows. The Company's liquidity is influenced by many factors, including the amount and timing of the Company's revenues, its cash collections from its clients as implementation of its products proceed and the amounts the Company invests in software development and capital expenditures. The Company expects to have an increase in its cash position for 2001. The Company believes that its present cash position, together with cash generated from operations, will be sufficient to meet anticipated cash requirements during 2001. The Company has an $18,000,000 line of credit available. The effects of inflation on the Company's business during 1999 and 2000 were not significant. Recent Accounting Pronouncements -------------------------------- During the second quarter of 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities" (Statement 133). Statement 133 will be adopted by the Company in the first quarter of 2001. The Company does not anticipate Statement 133 will have a significant impact on its reported earnings per share. 22 In December of 1999, the Securities and Exchange Commission staff issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101). SAB 101 had no impact on the Company's reported earnings per share. Factors That May Affect Future Results of Operations, Financial ----------------------------------------------------------------- Condition or Business --------------------- Statements made in this report, the Annual Report to Shareholders in which this report is made a part, other reports and proxy statements filed with the Securities and Exchange Commission, communications to stockholders, press releases and oral statements made by representatives of the Company that are not historical in nature, or that state the Company's or management's intentions, hopes, beliefs, expectations or predictions of the future, are "forward-looking statements" within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and involve risks and uncertainties. The words "could," "should," "will be," "will lead," "will assist," "intended," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast" and similar expressions are intended to identify such forward-looking statements. 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 below as well as those discussed elsewhere in reports filed with the Securities and Exchange Commission. The Company undertakes 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. Quarterly Operating Results May Vary ------------------------------------- - The Company's quarterly operating results have varied in the past and may continue to vary in future periods. Quarterly operating results may vary for a number of reasons including demand for the Company's products and services, the Company's long sales cycle, the long installation and implementation cycle for these larger, more complex and costlier systems and other factors described in this section and elsewhere in this report. As a result of healthcare industry trends and the market for the Company's HNA Millennium products, a large percentage of the Company's revenues are generated by the sale and installation of larger, more complex and costlier 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. The sale may be subject to delays due to clients' internal budgets and procedures for approving large capital expenditures and by competing needs for other capital expenditures and deploying new technologies or personnel resources. Delays in the expected sale or installation of these large contracts may have a significant impact on the Company's anticipated quarterly revenues and consequently its earnings, since a significant percentage of the Company's expenses are relatively fixed. These larger, more complex and costlier systems are installed and implemented over time periods ranging from approximately six months to three years and involve significant efforts both by the Company and the client. In addition, implementation of the Company's HNA Millennium products is a new and evolving process. The Company recognizes revenue upon the completion of standard milestone conditions and the amount of revenue recognized in any quarter depends upon the Company's and the client's ability to meet these project milestones. Delays in meeting these milestone conditions or modification of the contract relating to one or more of these systems 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. In addition, support payments by clients for the Company's products generally do not commence until the product is in use. The Company's revenues from system sales historically have been lower in the first quarter of the year and greater in the fourth quarter of the year. Stock Price May Be Volatile - ------------------------------- The trading price of the Company's common stock may be volatile. The market for the Company's common stock may experience significant price and volume fluctuations in response to a number of factors including actual or anticipated quarterly variations in operating results, changes in expectations of future financial performance or changes in estimates of securities analysts, 23 governmental regulatory action, healthcare reform measures, client relationship developments and other factors, many of which are beyond the Company's control. Furthermore, the stock market in general, and the market for software, healthcare and high technology companies in particular, has 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 the Company's common stock, regardless of actual operating performance. Market Risk of Investments ----------------------------- - The Company accounts for its investments in equity securities which have readily determinable fair values as available-for-sale. Available-for-sale securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive income. Investments in the common stock of certain affiliates over which the Company exerts significant influence are accounted for by the equity method. Investments in other equity securities are reported at cost. All equity securities are reviewed by the Company for declines in fair value. If such declines are considered to be other than temporary, the cost basis of the individual security is written down to fair value as a new cost basis, and the amount of the write-down is included in earnings. In 1998 and 1999 the Company acquired a 17.5% interest (13,149,259 shares of common stock) in CareInsite, Inc. with a cost basis of $81,804,000. 12,437,500 of these shares were received in 1998 as consideration for the sale of license software, and an additional 711,759 shares were purchased in 1999. The value assigned to the shares acquired in 1998 was $70,000,000 and was based on a methodology which utilized both a comparable company and the expected underlying discounted future cash flows. The Company was also granted, by CareInsite, 1,008,445 common stock warrants with an exercise price of $4.00 per share ("THINC Warrants"). The THINC Warrants were exercisable only in the event that The Health Information Network Connections, LLC ("THINC") exercised warrants granted to them by CareInsite at $4.00 per share. THINC was allowed to exercise their warrants 180 days after the initial public offering of CareInsite. On January 29, 2000 CareInsite completed an acquisition of THINC. As part of that agreement, 806,756 of the Company's 1,008,445 THINC Warrants became immediately exercisable, with the remaining amount forfeited. On February 13, 2000, CareInsite entered into an agreement to merge with Healtheon/WebMD Corporation ("Merger Agreement"). As part of the Merger Agreement, the Company received 1.3 shares of Healtheon/WebMD Corporation (WebMD) in exchange for each common share of CareInsite held by the Company. The warrants were also converted at the same exchange ratio. The merger of CareInsite and WebMD ("Merger") closed on September 12, 2000. Accordingly, the Company recorded a non-recurring investment gain of $120,362,000, net of tax, as a result of the exchange. On December 12, 2000, the Company sold 4,273,509 shares of WebMD for $25,641,000. Accordingly, the Company recorded a non- recurring investment loss of $24,539,000, net of tax, as a result of the sale. At December 30, 2000, the Company owned 12,820,527 shares of common stock of WebMD, which have a cost basis of $192,308,000 and a carrying value of $101,795,000, as these shares are accounted for as available-for-sale. The stock of WebMD held by the Company is registered but is subject to certain lock-up provisions. At December 30, 2000, the Company also holds 1,048,783 warrants of WebMD with an exercise price of $3.08 and a cost basis and carrying value of $13,685,000. The warrants are carried at cost, as they do not have a fair value that is currently available on a securities exchange. If the Company realizes certain performance metrics related to specified levels of physician usage, WebMD will issue to the Company 3,254,063 shares of common stock at a price of $0.01 per share ("Performance Shares"). The Performance Shares were adjusted at a rate of 1.3 shares of WebMD for each share of CareInsite. The contracted measurement date was February 15, 2001. The Company and WebMD are in discussions regarding the attainment of the Performance Shares. No amounts have been recognized in the consolidated financial statements for the Performance Shares pending completion of the discussions. All physician users of systems of WebMD Corporation or its affiliates shall be included for purposes of determining the specified levels of physician usage. 24 The Company's policy is to review declines in fair value of its marketable equity securities for declines that may be other than temporary. If the market price of the WebMD common shares does not recover to near the Company's $15.00 per share carrying value in the near term, the Company will record a write-down, through a charge to earnings, to establish a new cost basis in the security reflecting the then current market value. At December 30, 2000, marketable securities (which consist of money market and commercial paper) of the Company were recorded at cost, which approximates fair value of approximately $91 million, with an overall average return of approximately 5% and an overall weighted maturity of less than 90 days. The marketable securities held by the Company are not subject to price risk as a result of the short-term nature of the investments. The Company is not exposed to material future earnings or cash flow exposures from changes in interest rates on long-term debt since 100% of its long-term debt is at a fixed rate. To date, the Company has not entered into any derivative financial instruments to manage interest rate risk. The Company conducts business in several foreign jurisdictions. However, the business transacted is in the local functional currency and the Company does not currently have any material exposure to foreign currency transaction gains or losses. All other business transactions are in U.S. dollars. To date, the Company has not entered into any derivative financial instruments to manage foreign currency risk. Changes in the Healthcare Industry ---------------------------------- - The healthcare industry is highly regulated and is subject to changing political, economic and regulatory influences. For example, the Balanced Budget Act of 1997 (Public Law 105-32) contains significant changes to Medicare and Medicaid and began to have its initial impact in 1998 due to limitations on reimbursement, resulting cost containment initiatives, and effects on pricing and demand for capital intensive systems. In addition, the issued and pending rules under the Health Information Portability and Accountability Act of 1996 (HIPAA), will 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 protection of patient health information. These 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 the Company's products 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 the Company's products and services. As the healthcare industry consolidates, the Company's client base could be eroded, competition for clients could become more intense and the importance of acquiring each client becomes greater. Significant Competition ----------------------- - The market for healthcare information systems is intensely competitive, rapidly evolving and subject to rapid technological change. The Company believes that the principal competitive factors in this market include the breadth and quality of system and product offerings, the stability of the information systems provider, the features and capabilities of the information systems, the ongoing support for the system and the potential for enhancements and future compatible products. Certain of the Company's competitors have greater financial, technical, product development, marketing and other resources than the Company and some of its competitors offer products that it does not offer. The Company's principal existing competitors include Siemens Medical Solutions Health Services Corporation, IDX Systems Corporation, McKesson HBOC, Inc. and Eclipsys Corporation, each of which offers a suite of products that compete with many of the Company's products. There are other competitors that offer a more limited number of competing products. 25 In addition, the Company expects that major software information systems companies, large information technology consulting service providers and system integrators, Internet-based start-up companies and others specializing in the healthcare industry may offer competitive products or services. The pace of change in the healthcare information systems market is rapid and there are frequent new product introductions, product enhancements and evolving industry standards and requirements. As a result, the Company's success will depend upon its ability to keep pace with technological change and to introduce, on a timely and cost- effective basis, new and enhanced products that satisfy changing client requirements and achieve market acceptance. Proprietary Technology May Be Subjected to Infringement Claims or ----------------------------------------------------------------- May Be Infringed Upon --------------------- - The Company relies upon a combination of trade secret, copyright and trademark laws, license agreements, confidentiality procedures, employee nondisclosure agreements and technical measures to maintain the trade secrecy of its proprietary information. The Company recently initiated a patent program but currently has a very limited patent portfolio. As a result, the Company may not be able to protect against misappropriation of its intellectual property. In addition, the Company could be subject to intellectual property infringement claims as the number of competitors grows and the functionality of its products overlaps with competitive offerings. These claims, even if not meritorious, could be expensive to defend. If the Company becomes liable to third parties for infringing their intellectual property rights, it could be required to pay a substantial damage award and to develop noninfringing technology, obtain a license or cease selling the products that contain the infringing intellectual property. Government Regulation ---------------------- - The United States Food and Drug Administration (the "FDA") has declared that software products intended for the maintenance of data used in making decisions regarding the suitability of blood donors and the release of blood or blood components for transfusion are medical devices under the Federal Food, Drug and Cosmetic Act ("Act") and amendments to the Act. As a consequence, the Company is subject to extensive regulation by the FDA with regard to its blood bank software. If other of the Company's products are deemed to be actively regulated medical devices by the FDA, the Company could be subject to extensive requirements governing pre- and post- marketing requirements including premarket notification clearance prior to marketing. Complying with these FDA regulations would be time consuming and expensive. It is possible that the FDA may become more active in regulating computer software that is used in healthcare. Following an inspection by the FDA in March of 1998, the Company received a Form FDA 483 (Notice of Inspectional Observations) alleging non-compliance with certain aspects of FDA's Quality System Regulation with respect to the Company's PathNet HNAC Blood Bank Transfusion and Donor products (the "Blood Bank Products"). The Company subsequently received a Warning Letter, dated April 29, 1998, as a result of the same inspection. The Company responded promptly to the FDA and undertook a number of actions in response to the Form 483 and Warning Letter including an audit by a third party of the Company's Blood Bank Products and improvements to Cerner's Quality System. A copy of the third party audit was submitted to the FDA in October of 1998 and, at the request of the FDA, additional information and clarification were submitted to the FDA in January of 1999. There can be no assurance, however, that the Company's actions taken in response to the Form 483 and Warning Letter will be deemed adequate by the FDA or that additional actions on behalf of the Company will not be required. In addition, the Company remains subject to periodic FDA inspections and there can be no assurances that the Company will not be required to undertake additional actions to comply with the Act and any other applicable regulatory requirements. Any failure by the Company to comply with the Act and any other applicable regulatory requirements could have a material adverse effect on the Company's ability to continue to manufacture and distribute its products. 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 the Company's business, results of operations or financial condition. Product Related Liabilities ----------------------------- - Many of the Company's products provide data for use by healthcare providers in providing care to patients. Although no such claims have been brought against the Company 26 to date regarding injuries related to the use of its products, such claims may be made in the future. Although the Company maintains product liability insurance coverage in an amount that it believes is sufficient for its business, there can be no assurance that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. A successful claim brought against the Company which is uninsured or under-insured could materially harm its business, results of operations or financial condition. System Errors and Warranties --------------------------------- - The Company's systems, particularly the HNA Millennium versions, are very complex. As with complex systems offered by others, the Company's systems may contain errors, especially when first introduced. Although the Company conducts extensive testing, it has discovered software errors in its products after their introduction. The Company's systems are intended for use in collecting and displaying clinical information used in the diagnosis and treatment of patients. Therefore, users of the Company products have a greater sensitivity to system errors than the market for software products generally. The Company's agreements with its clients typically provide warranties against material errors and other matters. Failure of a client's system to meet these criteria could constitute a material breach under such contracts allowing the client to cancel the contract, or could require the Company to incur additional expense in order to make the system meet these criteria. The Company's contracts with its clients generally limit the Company's liability arising from such claims but such limits may not be enforceable in certain jurisdictions. Anti-Takeover Defenses ------------------------ - The Company's charter, bylaws, shareholders' rights plan and certain provisions of Delaware law contain certain provisions that may have the effect of delaying or preventing an acquisition of the Company. Such provisions are intended to encourage any person interested in acquiring the Company to negotiate with and obtain the approval of the Board of Directors in connection with any such transaction. These provisions include (a) a Board of Directors that is staggered into three classes to serve staggered three-year terms, (b) blank check preferred stock, (c) supermajority voting provisions, (d) inability of shareholders to act by written consent or call a special meeting, (e) limitations on the ability of shareholders to nominate directors or make proposals at shareholder meetings and (f) triggering the exercisability of stock purchase rights on a discriminatory basis, which may invoke extensive economic and voting dilution of a potential acquirer if its beneficial ownership of the Company's common stock exceeds a specified threshold. Certain of these provisions may discourage a future acquisition of the Company not approved by the Board of Directors in which shareholders might receive a premium value for their shares. Item 7A. Quantitative and Qualitative Disclosures about Market Risk Information contained under the caption "Factors That May Affect Future Results of Operations, Financial Condition or Business -- Market Risk of Investments" set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 is incorporated herein by reference. 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. 27 PART III Item 10. Directors and Executive Officers of the Registrant The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Shareholders to be held on May 25, 2001, contains under the caption "Election of Directors" certain information required by Item 10 of Form 10-K and such information is incorporated herein by this reference. The information required by Item 10 of Form 10-K as to executive officers is set forth in Item 4A of Part I hereof. The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Shareholders to be held on May 25, 2001, contains under the caption "Compliance with Section 16(a) of the Securities Exchange Act of 1934" certain information required by Item 10 of Form 10-K and such information is incorporated herein by this reference. Item 11. Executive Compensation The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Shareholders to be held on May 25, 2001, contains under the caption "Executive Compensation" the information required by Item 11 of Form 10-K and such information is incorporated herein by this reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Shareholders to be held on May 25, 2001, contains under the caption "Voting Securities and Principal Holders Thereof" the information required by Item 12 of Form 10-K and such information is incorporated herein by this reference. Item 13. Certain Relationships and Related Transactions The Registrant's Proxy Statement to be used in connection with the Annual Meeting of Shareholders to be held on May 25, 2001, contains under the caption "Certain Transactions" the information required by Item 13 of Form 10-K and such information is incorporated herein by this reference. 28 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) Financial Statements. (1) Consolidated Financial Statements: Independent Auditors' Report on Consolidated Financial Statements Consolidated Balance Sheets - December 30, 2000 and January 1, 2000 Consolidated Statements of Operations - Years Ended December 30, 2000, January 1, 2000 and January 2, 1999 Consolidated Statements of Changes In Equity Years Ended December 30, 2000, January 1, 2000 and January 2, 1999 Consolidated Statements of Cash Flows Years Ended December 30, 2000, January 1, 2000 and January 2, 1999 Notes to Consolidated Financial Statements (2) The following financial statement, schedule and independent auditors' report on financial statement schedule of the Registrant for the three-year period ended December 30, 2000 are included herein: Schedule II - Valuation and Qualifying Accounts, Independent Auditors' Report on Consolidated Financial Statement Schedule. 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) Restated Certificate of Incorporation of the Registrant, (filed as Exhibit 3(i) to Registrant's Quarterly Report on Form 10-Q for the year ended June 29, 1996 and hereby incorporated by reference). 3(b) Amended and Restated Bylaws, dated March 9, 2001. 4(a) Amended and Restated Rights Agreement, dated as of March 12, 1999, between Cerner Corporation and UMB Bank, n.a., as Rights Agents, which includes the Form of Certificate of Designation, Preferences and Rights of Series A Preferred Stock of Cerner Corporation, as Exhibit A, and the Form of Rights Certificate, as Exhibit B (filed as an Exhibit to Registrant's current report on Form 8-A/A dated March 31, 1999 and incorporated herein by reference). 29 4(b) Specimen stock certificate (filed as Exhibit 4(a) to Registrant's Registration Statement on Form S-8 (File No. 33-15156) and hereby incorporated herein by reference). 4(c) Credit Agreement between Cerner Corporation and Mercantile Bank dated April 1, 1999 (filed as Exhibit 4(d) to Registrant's Annual Report on Form 10-K for the year ended January 2, 1999, and hereby incorporated herein by reference). 10(a) Incentive Stock Option Plan C of Registrant (filed as Exhibit 10(f) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, and hereby incorporated herein by reference).* 10(b) Indemnification Agreements between the Registrant and Neal L. Patterson, Clifford W. Illig, Gerald E. Bisbee, Jr., Ph.D. and Thomas C. Tinstman, M.D., (filed as Exhibit 10(i) to Registrant's Annual report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference).* 10(c) Indemnification Agreement between Michael E. Herman and Registrant (filed as Exhibit 10(i)(a) to Registrant's Quarterly Report on Form 10-Q for the year ended June 29, 1996 and hereby incorporated by reference).* 10(d) Indemnification Agreement between John C. Danforth, and Registrant (filed as Exhibit 10(i)(b) to Registrant's Quarterly Report on Form 10-Q for the year ended June 29, 1996 and hereby incorporated by reference).* 10(e) Indemnification Agreement between Jeff C. Goldsmith, Ph.D. and Registrant (filed as Exhibit 10(e) to Registrant's Annual Report on Form 10-K for the year ended January 1, 2000, and hereby incorporated by reference).* 10(f) Amended Stock Option Plan D of Registrant as of December 8, 2000.* 10(g) Amended Stock Option Plan E of Registrant as of December 8, 2000.* 10(h) Cerner Performance Plan for 2000 (filed as Exhibit 10(i) to Registrant's Annual Report on Form 10-K for the year ended January 1, 2000, and hereby incorporated herein by reference).* 10(i) Long-Term Incentive Plan for 1999 (filed as Exhibit 10(l) to Registrant's Annual Report on Form 10- K for the year ended January 2, 1999, and hereby incorporated herein by reference).* 10(j) Promissory Note of Jack A. Newman, Jr. (filed as Exhibit 10(m) to Registrant's Annual Report on Form 10- K for the year ended January 2, 1999, and hereby incorporated herein by reference).* 10(k) Promissory Notes of Earl H. Devanny, III (filed as Exhibit 10(l) to Registrant's Annual Report on Form 10- K for the year ended January 1, 2000, and hereby incorporated herein by reference).* 10(l) Promissory Note of Glenn P. Tobin, Ph.D. (filed as Exhibit 10(o) to Registrant's Annual Report on Form 10- K for the year ended January 2, 1999, and hereby incorporated herein by reference).* 10(m) Cerner Corporation Executive Stock Purchase Plan (filed as Exhibit 4(g) to Registrant's Registration Statement on Form S-8 (File No. 333-77029) and hereby incorporated herein by reference).* 30 10(n) Form of Stock Pledge Agreement for Cerner Corporation Executive Stock Purchase Plan (filed as Exhibit 4(h) to Registrant's Registration Statement on Form S-8 (File No. 333-77029) and hereby incorporated herein by reference).* 10(o) Form of Promissory Note for Cerner Corporation Executive Stock Purchase Plan (filed as Exhibit 4(i) to Registrant's Registration Statement on Form S-8 (File No. 333-77029) and hereby incorporated herein by reference).* 10(p) Employment Agreement of Earl H. Devanny, III (filed as Exhibit 10(q) to Registrant's Annual Report on Form 10-K for the year ended January 1, 2000, and hereby incorporated herein by reference).* 10(q) Employment Agreement of Glenn P. Tobin, Ph.D. (filed as Exhibit 10(r) to Registrant's Annual Report on Form 10-K for the year ended January 1, 2000, and hereby incorporated herein by reference).* 10(r) Employment Agreement of Stanley M. Sword (filed as Exhibit 10(s) to Registrant's Annual Report on Form 10- K for the year ended January 1, 2000, and hereby incorporated herein by reference).* 10(s) Employment Agreement of Jack A. Newman, Jr.* 10(t) Cerner Corporation 2001 Long-Term Incentive Plan F (filed as Annex I to Registrant's 2001 Proxy Statement and hereby incorporated by reference).* 10(u) Cerner Corporation 2001 Associate Stock Purchase Plan (filed as Annex II to Registrant's 2001 Proxy Statement and hereby incorporated by reference).* 10(v) Qualified Performance-Based Compensation Plan.* 11 Computation of Registrant's Earnings Per Share. (Exhibit omitted. Information contained in notes to consolidated financial statements.) 22 Subsidiaries of Registrant. 23 Consent of Independent Auditors. * Management contracts or compensatory plans or arrangements required to be identified by Item 14(a)(3). (b) Reports on Form 8-K. Report on Form 8-K was filed on November 22, 2000. (c) Exhibits. The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedules. The response to this portion of Item 14 is submitted as a separate section of this report. 31 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: March 30, 2001 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 March 30, 2001 ------------------------------- Neal L. Patterson, Chairman of the Board and Chief Executive Officer (Principal Executive Officer) /s/Clifford W. Illig March 30, 2001 ------------------------------- Clifford W. Illig, Vice Chairman and Director /s/Marc G. Naughton March 30, 2001 ------------------------------- Marc G. Naughton, Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) /s/Michael E. Herman March 30, 2001 ------------------------------- Michael E. Herman, Director /s/Gerald E. Bisbee March 30, 2001 ------------------------------- Gerald E. Bisbee, Jr., Ph.D., Director /s/John C. Danforth March 30, 2001 ------------------------------- John C. Danforth, Director /s/Jeff C. Goldsmith March 30, 2001 ------------------------------- Jeff C. Goldsmith, Ph.D., Director /s/William B. Neaves March 30, 2001 ------------------------------- William B. Neaves, Ph.D., Director 32 Independent Auditors' Report ----------------------------------------------------------------- The Board of Directors and Stockholders Cerner Corporation: We have audited the accompanying consolidated balance sheets of Cerner Corporation and subsidiaries as of December 30, 2000 and January 1, 2000, 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 30, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 30, 2000 and January 1, 2000, and the results of their operations and their cash flows for each of the years in the three-year period ended December 30, 2000, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Kansas City, Missouri January 31, 2001 Management's 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 accounting principles generally accepted in the United States of America appropriate to the circumstances, and, therefore, included in the financial statements are certain amounts based on management's 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 Corporation's independent certified public accountants and have been reviewed by the audit committee of the Board of Directors. 33 Consolidated Balance Sheets ----------------------------------------------------------------- December 30, 2000 and January 1, 2000 2000 1999 -------------------------- (Dollars in thousands) Assets Current Assets: Cash and cash equivalents $ 90,893 75,677 Receivables 188,036 161,174 Inventory 2,174 1,262 Prepaid expenses and other 7,393 4,316 ---------- ---------- Total current assets 288,496 242,429 Property and equipment, net 82,234 77,938 Software development costs, net 83,276 71,007 Intangible assets 22,227 7,511 Investments 130,626 252,123 Other assets 9,552 9,883 ---------- ---------- $ 616,411 660,891 ========== ========== Liabilities and Stockholders' Equity Current Liabilities: Accounts payable $ 20,532 20,261 Current installments of long-term debt 72 - Deferred revenue 40,212 21,245 Income taxes 9,718 10,987 Accrued payroll and tax withholdings 27,338 17,241 Other accrued expenses 4,443 2,642 ---------- ---------- Total current liabilities 102,315 72,376 Long-term debt, net 102,299 100,000 Deferred income taxes 57,430 93,578 Deferred revenue 10,650 16,000 Stockholders' Equity: Common stock, $.01 par value, 150,000,000 shares authorized, 35,967,618 shares issued in 2000 and 34,932,703 shares in 1999 360 349 Additional paid-in capital 192,715 166,735 Retained earnings 230,916 125,651 Treasury stock, at cost (1,201,625 shares in 2000 and 1,201,518 in 1999) (20,799) (20,796) Accumulated other comprehensive income: Foreign currency translation adjustment (743) 23 Unrealized gain (loss) on available-for-sale equity securities (net of deferred tax asset of $33,036 in 2000 and deferred tax liability of $59,806 in 1999) (58,732) 106,975 ---------- ---------- Total stockholders' equity 343,717 378,937 ---------- ---------- Commitments (Note 12) $ 616,411 660,891 ========== ========== See notes to consolidated financial statements. 34 Consolidated Statements of Operations ----------------------------------------------------------------- For the years ended December 30, 2000, January 1, 2000 and January 2, 1999 2000 1999 1998 -------------------------------- (In thousands, except per share data) Revenues System sales $ 263,109 224,510 245,490 Support and maintenance 114,898 94,198 76,755 Other 26,497 21,489 8,657 -------------------------------- Total revenues 404,504 340,197 330,902 -------------------------------- Costs and expenses Cost of revenues 90,118 95,038 89,544 Sales and client service 169,289 141,234 117,107 Software development 78,425 72,663 59,754 General and administrative 29,483 27,564 25,929 Write-off of acquired in- process research and development 4,900 - 5,038 Write-down of intangible assets 6,687 - - -------------------------------- Total costs and expenses 378,902 336,499 297,372 -------------------------------- Operating earnings 25,602 3,698 33,530 Interest expense, net (3,671) (3,396) (262) Realized gain on exchange of stock 188,654 - - Realized loss on sale of stock (38,462) - - -------------------------------- Earnings before income taxes and extraordinary item 172,123 302 33,268 Income taxes (66,858) (118) (12,679) -------------------------------- Earnings before extraordinary item 105,265 184 20,589 Extraordinary item, net of tax - (1,395) - -------------------------------- Net earnings (loss) $ 105,265 (1,211) 20,589 ================================ Basic earnings per share before extraordinary item $ 3.08 .01 .63 ================================ Basic earnings (loss) per share $ 3.08 (.04) .63 ================================ Diluted earnings per common share before extraordinary item $ 2.96 .01 .61 ================================ Diluted earnings (loss) per common share $ 2.96 (.04) .61 ================================ See notes to consolidated financial statements. 35 Consolidated Statements of Changes in Equity ----------------------------------------------------------------- For the years ended December 30, 2000, January 1, 2000 and January 2, 1999 Accumulated Additional Treasury other Common Stock paid-in Retained stock Comprehensive Comprehensive Shares Amount capital earnings amount income income ------------------------------------------------------------------------------------------ (In thousands) Balance at January 3, 1998 33,817 $ 338 $ 148,074 106,273 (20,796) (142) ------------------------------------------------------------------------- Exercise of options 185 2 1,248 - - - Issuance of common stock grants as compensation 2 - 44 - - - Issuance of common stock 670 7 14,867 - - - Non-employee stock option compensation expense - - 385 - - - Tax benefit from disqualifying disposition of stock options - - 621 - - - Foreign currency translation adjustment - - - - - (101) (101) Unrealized loss on available-for-sale equity security, net of deferred tax benefit of $165 - - - - - (266) (266) Net earnings - - - 20,589 - - 20,589 ------------------------------------------------------------------------------------------ Comprehensive income 20,222 ======== Balance at January 2, 1999 34,674 $ 347 165,239 126,862 (20,796) (509) ======================================================================== Exercise of options 257 2 623 - - - Issuance of common stocks grants as compensation 2 - 40 - - - Non-employee stock option compensation expense - - 239 - - - Tax benefit from disqualifying disposition of stock options - - 594 - - - Foreign currency translation adjustment - - - - - 266 266 Unrealized gain on available-for-sale equity securities, net of deferred tax expense of $59,971 - - - - - 107,241 107,241 Net loss - - - (1,211) - - (1,211) ------------------------------------------------------------------------------------------ Comprehensive income 106,296 ======== Balance at January 1, 2000 34,933 $ 349 166,735 125,651 (20,796) 106,998 ======================================================================== Exercise of options 439 5 7,050 - (3) - Issuance of common stock grants as compensation 2 - 31 - - - Acquisition of business 594 6 14,056 - - - Non-employee stock option compensation expense - - 229 - - - Fair value of employee stock options exchanged in acquisition of business - - 1,089 - - - Tax benefit from disqualifying disposition of stock options - - 3,525 - - - Foreign currency translation adjustment - - - - - (766) (766) Unrealized loss on available-for-sale equity securities, net of deferred tax benefit of $92,842 - - - - - (165,707) (165,707) Net earnings - - - 105,265 - - 105,265 ------------------------------------------------------------------------------------------ Comprehensive income (61,208) ========= Balance at December 30, 2000 35,968 $ 360 192,715 230,916 (20,799) (59,475) ======================================================================== See notes to consolidated financial statements. 36 Consolidated Statements of Cash Flows ----------------------------------------------------------------- For the years ended December 30, 2000, January 1, 2000 and January 2, 1999 2000 1999 1998 ------------------------------ (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings (loss) $ 105,265 (1,211) 20,589 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization 37,988 31,388 25,411 Common stock received as consideration for sale of license software (6,150) - (70,000) Realized gain on exchange of stock (188,654) - - Realized loss on sale of stock 38,462 - - Write-down of intangible assets 6,687 - - Non-recurring fixed fee implementation cost - 9,449 - Non-recurring branch restructure charge - 1,358 - Extraordinary item, net of tax - 1,395 - Write-off of acquired in-process research and development 4,900 - 5,038 Issuance of common stock grants as compensation 31 40 44 Non-employee stock option compensation expense 229 239 385 Equity in losses of affiliates 1,095 423 1,601 Provision for deferred income taxes 67,640 (3,165) 15,816 Tax benefit from disqualifying dispositions of stock options 3,525 594 621 Loss on disposal of capital equipment 33 478 223 Changes in operating assets and liabilities (net businesses acquired): Receivables, net (14,994) 6,200 (39,481) Inventory 595 1,389 (908) Prepaid expenses and other (7,025) 844 (3,970) Accounts payable (3,389) (5,207) 2,620 Accrued income taxes (5,329) 461 (2,334) Deferred revenue 5,280 (16,676) 45,410 Other current liabilities 7,124 (610) 4,828 ------------------------------ Total adjustments (51,952) 28,600 (14,696) ------------------------------ Net cash provided by operating 53,313 27,389 5,893 ------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of capital equipment (16,154) (14,345) (20,846) Purchase of land, buildings, and improvements - - (2,767) Acquisition of businesses (16,829) - (6,874) Investment in affiliates (7,370) (13,615) (1,217) Proceeds from sale of stock of available for sale securities 26,152 - - Advances to affiliates 1,000 (1,000) - Issuance of notes receivable (385) (3,628) - Repayment of notes receivable 1,152 - - Capitalized software development costs (30,982) (30,192) (25,052) ------------------------------ Net cash used in investing activities (43,416) (62,662) (56,756) ------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of long-term debt - 99,568 - Repayment of long-term debt 967) (32,167) (45) Proceeds from sale of common stock - - 14,874 Proceeds from exercise of options 7,052 625 1,250 ------------------------------ Net cash provided by financing activities 6,085 68,026 16,079 ------------------------------ Foreign currency translation adjustment (766) 266 (101) ------------------------------ Net increase (decrease) in cash and cash equivalents 15,216 33,019 (34,885) Cash and cash equivalents at beginning of year 75,677 42,658 77,543 ------------------------------ Cash and cash equivalents at end of year $ 90,893 75,677 42,658 ============================== Supplemental disclosures of cash flow information Cash paid (received) during the year for: Interest $ 7,348 5,448 2,504 Income taxes, net of refund 930 1,647 (2,112) Noncash investing and financing activities Issuance of common stock for acquisition of business 14,062 - - Issuance of notes payable for acquisition of business 1,385 - - Addition to paid-in capital for the fair value of employee stock options exchanged in the acquisition of business 1,089 - - See notes to consolidated financial statements. 37 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 and content solutions for healthcare organizations and consumers. The Company also implements these solutions as individual, combined or enterprise-wide systems. (c) Revenue Recognition - Revenues are derived primarily from the sale of clinical information systems. The Company also provides project implementation and consulting services. In addition, revenue is generated from servicing installed clinical information systems, which generally includes support of software and maintenance of hardware. The Company also derives revenue from the sale of computer hardware. Clinical information system sales contracts generally include the licensing of the Company's clinical information system software, project-related services associated with the installation of the systems, and the sale of computer hardware. Clinical information system sales contracts are noncancelable and provide for a right of return only in the event the system fails to meet the published specifications of the software. The Company recognizes revenue from sales of clinical information systems using a percentage-of-completion method based on meeting key milestone events over the term of the contracts in accordance with Statement of Position 97-2, "Software Revenue Recognition". Revenue associated with project implementation and consulting services is recognized as the services are performed. Revenue from the licensing of additional software is recognized upon installation at the client's site. Revenue from the sale of computer hardware is recognized upon shipment. Revenue from ongoing software support and equipment maintenance is recognized as the services are rendered. (d) Fiscal Year - The Company's fiscal year ends on the Saturday closest to December 31. Fiscal years 2000, 1999 and 1998 consisted of 52 weeks each. 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 detail 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 product with minimum annual amortization equal to the straight- line amortization over the estimated economic life of the product. The Company is amortizing capitalized costs on a straight-line basis over five years. During 2000, 1999 and 1998, the Company capitalized $30,982,000, $30,192,000 and $25,052,000, respectively, of total software development costs of $90,694,000, $88,699,000 and $74,159,000, respectively. Amortization expense of capitalized software development costs in 2000, 1999 and 1998 was $18,713,000, $14,156,000 and $10,647,000, respectively, and accumulated amortization was $76,411,000, $57,698,000 and $43,542,000, respectively. (f) Cash Equivalents - Cash equivalents consist of short-term marketable securities with original maturities less than ninety days. (g) Investments - The Company accounts for its investments in equity securities which have readily determinable fair values as available-for-sale. Available-for-sale securities are reported at fair value with unrealized gains and losses reported, net of tax, as a separate component of accumulated other comprehensive income. For realized gains and losses on available-for-sale investments, the Company utilizes the specific identification method as the basis to determine cost. Investments in the common stock of certain affiliates over which the Company exerts significant influence are accounted for by the equity 38 Notes to Consolidated Financial Statements ----------------------------------------------------------------- method. Investments in other equity securities are reported at cost. All equity securities are reviewed by the Company for declines in fair value. If such declines are considered to be other than temporary, the cost basis of the individual security is written down to fair value as a new cost basis, and the amount of the write-down is included in earnings. (h) Inventory - Inventory consists primarily of computer hardware held for resale and 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 5 to 39 years. Amortization of leasehold improvements is computed using a straight-line method over the lease terms, which range from periods of two to twelve years. (j) Earnings per Common 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 the denominators of the basic and diluted per- share computations is as follows: (In thousands, except per share data) 2000 1999 1998 ----------------------------------------------------------------------------------------------------------- Per- Per- Per- Earnings Shares Share Earnings Shares Share Earnings Shares Share (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount ----------------------------------------------------------------------------------------------------------- Earnings per share before extraordinary item -------------------------------------------- Basic earnings per share Income available to common stock holders $105,265 34,123 $ 3.08 184 33,623 $ .01 20,589 32,825 $ .63 ======= ====== ===== Effect of dilutive securities Stock options - 1,480 - 293 - 842 Diluted earnings per share Income available to common stockholders including assumed conversions ---------------------------------------------------------------------------------------------------- $105,265 35,603 $ 2.96 184 33,916 $ .01 20,589 33,667 $ .61 ==================================================================================================== Net earnings (loss) per share ----------------------------- Basic earnings (loss) per share Income available to common stockholders $105,265 34,123 $ 3.08 (1,211) 33,623 $ (.04) 20,589 32,825 $ .63 ======= ====== ===== Effect of dilutive securities Stock options - 1,480 - 293 - 842 Diluted earnings (loss) per share Income available to common stock holders including assumed conversions ------------------------------------------------------------------------------------------------------ $105,265 35,603 $ 2.96 (1,211) 33,916 $ (.04) 20,589 33,667 $ .61 ====================================================================================================== Options to purchase 521,000, 3,185,000 and 1,652,000 shares of common stock at per share prices ranging from $35.88 to $84.07, $17.50 to $31.00, and $25.00 to $31.00 were outstanding at the end of 2000, 1999 and 1998, respectively, but were not included in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the common shares. 39 Notes to Consolidated Financial Statements ----------------------------------------------------------------- (k) Foreign Currency - Assets and liabilities in foreign currencies are translated into dollars at rates prevailing at the balance sheet date. Revenues and expenses are translated at average rates for 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 earnings. The net gain (loss) resulting from foreign currency transactions was ($518,000), $95,000 and ($673,000) in 2000, 1999 and 1998, 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 - Excess of cost over net assets acquired (goodwill) is being amortized on a straight-line basis over four to eight years. Accumulated amortization was $5,964,000 and $5,387,000 at the end of 2000 and 1999, respectively. The Company assesses the recoverability of goodwill based on forecasted undiscounted future operating cash flows. (n) Comprehensive Income - Included in comprehensive income for 2000 are reclassification adjustments for the net realized after- tax gain of $95,900,000 related to the exchange for and sale of WebMD stock. (o) 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. 2 Business Acquisitions During the three years ended December 30, 2000, the Company completed five acquisitions, which were accounted for under the purchase method of accounting. Pro forma results of operations have not been presented for any of the acquisitions because the effects of these acquisitions were not material to the Company on either an individual or an aggregate basis. Had the acquisitions occurred at the beginning of 1999, pro-forma revenues would have increased by $30,386,000 and $49,797,000 in 2000 and 1999, respectively. The results of operations of each acquisition are included in the Company's consolidated statement of operations from the date of each acquisition. The amounts allocated to purchased in-process research and development (IPRD) were determined through established valuation techniques in the high-technology computer industry and were expensed upon acquisition because technological feasibility had not been established and no future alternative uses existed. Research and development costs to bring the products from the acquired companies to technological feasibility, individually or in the aggregate, are not expected to have a material impact on the Company's future results of operations or cash flows. Amounts allocated to goodwill and other intangibles are amortized on a straight-line basis over five to seven years. The IPRD amounts in the table below are reflected as one-time charges to earnings at the date of acquisition. Subsequent to the acquisition of Health Network Ventures, Inc., the Company determined that it would discontinue the portion of the business focused on individual physician practice connectivity and transaction processing. As a result of this decision, the Company recorded a non-recurring charge in the second quarter of 2000 in the amount of $6,687,000 related to a write-down of intangible assets. 40 Notes to Consolidated Financial Statements ----------------------------------------------------------------- A summary of the Company's purchase acquisitions for the three years ended December 30, 2000, is included in the following table (in millions, except share amounts): Entity Name and Description of Business Developed Customer Form of Acquired Date Consideration Goodwill Technology Workforce Base IPRD Consideration --------------------------------------------------------------------------------------------------------------------- Fiscal 2000 Acquisitions --------------------------------------------------------------------------------------------------------------------- ADAC Healthcare Information 11/00 $5.3 $1.4 $3.0 $.4 $1.7 $1.7 $3.9 cash Systems, Inc. (a) $1.4 note payable Image management solutions for radiology departments --------------------------------------------------------------------------------------------------------------------- CITATION Computer 8/00 $17.8 $8.3 $2.7 $1.2 $2.0 $3.2 $2.6 cash Computer Systems, Inc. $14.1 594,000 Systems, Inc. (b) shares of common Market leader in laboratory stock issued systems for small to mid-sized $1.1 vested hospitals options assumed --------------------------------------------------------------------------------------------------------------------- Mitch Cooper & Associates 4/00 $2.0 $2.0 --- --- --- --- $2.0 cash Supply chain re-engineering consulting practice --------------------------------------------------------------------------------------------------------------------- Health Network Ventures, Inc. 4/00 $8.3 $4.2 --- --- --- --- $8.3 cash Provides software solutions that enable transaction processing between providers and other health-related entities --------------------------------------------------------------------------------------------------------------------- Fiscal 1998 Acquisition --------------------------------------------------------------------------------------------------------------------- Multum Information 3/98 $6.9 $1.6 $.5 $.5 --- $5.0 $6.9 cash Systems, Inc. Healthcare industry supplier of drug knowledge databases and intelligent software components designed to improve the quality and cost-effectiveness of medical care --------------------------------------------------------------------------------------------------------------------- (a) The acquired in-process research and development is related to HCIS's PACS (Picture Archiving and Communications Systems) product. The PACS product, when integrated with the Company's radiology information system, provides a comprehensive radiology solution, from automating and streamlining the information workflow to complete image management. PACS was approximately 86% complete at the time of the acquisition. When ADAC HCIS was acquired, management projected that PACS would be completed in 3 months at an estimated cost of $150,000. The risks associated with PACS are like any other software development project and include changes in technology and competition. The PACS project was valued using the income approach with the following assumptions: material net cash inflows are expected to commence in 2001; no material changes from historical pricing, margins, or expense levels are anticipated; and, a 20% risk adjusted discount rate was applied to the estimated net cash flows. PACS was approximately 95% complete at the end of 2000. (b) The acquired in-process research and development is related to CITATION's enhanced versions of the C-LAB and C-COM products. C-LAB addresses the complex information needs of the laboratory's general lab, microbiology, anatomical pathology and blood bank departments with a Windows NT client server solution. C-LAB was approximately 68% complete at the time of the acquisition. When CITATION was acquired, management projected that C-LAB would be completed in 6-9 months at an estimated cost of $700,000. The risks associated with C-LAB are like any other software development project and include changes in technology and competition. The C-LAB project was valued using the income approach with the following assumptions: material net cash inflows are expected to commence in 2001; no 41 Notes to Consolidated Financial Statements ----------------------------------------------------------------- material changes from historical pricing, margins, or expense levels are anticipated; and, a 20% risk adjusted discount rate was applied to the estimated net cash flows. C-LAB was approximately 75% complete at the end of 2000. C-COM is also designed for a Windows NT client server user and works with other information systems in healthcare facilities by providing a central data repository for clinical orders and results. It then allows for routing of the patient information to all care-providing centers throughout the healthcare enterprise. C-COM was approximately 75% complete at the time of the acquisition. When CITATION was acquired, management projected that C-COM would be completed in 3-6 months at an estimated cost of $500,000. The risks associated with C-COM are like any other software development project and include changes in technology and competition. The C-COM project was valued using the income approach with the following assumptions: material net cash inflows are expected to commence in 2001; no material changes from historical pricing, margins, or expense levels are anticipated; and, a 20% risk adjusted discount rate was applied to the estimated net cash flows. C-COM was approximately 85% complete at the end of 2000. 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 under the percentage-of-completion method are recorded as deferred revenue. A summary of receivables is as follows: (In thousands) 2000 1999 ------------------------- Accounts receivable $ 96,946 85,814 Contracts receivable 91,090 75,360 --------- --------- Total receivables $ 188,036 161,174 ========= ========= Substantially all receivables are derived from sales and related support and maintenance of the Company's clinical information systems to healthcare providers located throughout the United States and in certain foreign countries. Included in receivables at the end of 2000 and 1999 are amounts due from healthcare providers located in foreign countries of $23,600,000 and $17,704,000, respectively. Consolidated revenues include foreign sales of $25,815,000, $24,001,000 and $17,545,000, during 2000, 1999 and 1998, respectively. Consolidated long-lived assets at the end of 2000 and 1999, include foreign long-lived assets of $649,000 and $638,000, respectively. Revenues and long-lived assets from any one foreign country are not material. The Company provides an allowance for estimated uncollectible accounts based upon historical experience and management's judgment. At the end of 2000 and 1999 the allowance for estimated uncollectible accounts was $5,999,000 and $4,759,000, respectively. 42 Notes to Consolidated Financial Statements ----------------------------------------------------------------- 4 Property and Equipment A summary of property, equipment, and leasehold improvements stated at cost, less accumulated depreciation and amortization, is as follows: (In thousands) 2000 1999 ------------------------ Furniture and fixtures $ 24,004 21,623 Computer and communications equipment 82,769 67,462 Marketing equipment 2,045 1,984 Shop equipment 2,902 - Leasehold improvements 21,533 16,905 Capital lease equipment 1,104 713 Land, buildings, and improvements 32,437 32,437 ------- ------- 166,794 141,124 Less accumulated depreciation and amortization 84,560 63,186 ------- ------- Total property and equipment, net $ 82,234 77,938 ======= ======= 5 Investments Investments consist of the following: (In thousands) 2000 1999 ---------- ---------- Investments in available-for-sale equity securities $ 194,268 13,057 Plus unrealized holding gain (loss) (91,768) 166,781 --------- --------- Investment in available-for-sale equity securities, at fair value 102,500 179,838 Investments in equity securities, at cost 25,285 69,822 Investments accounted for under the equity method 2,841 2,463 --------- --------- Total investments, net $ 130,626 252,123 ========= ========= In 1998 and 1999 the Company acquired a 17.5% interest (13,149,259 shares of common stock) in CareInsite with a cost basis of $81,804,000. 12,437,500 of these shares were received in 1998 as consideration for the sale of license software, and an additional 711,759 shares were purchased in 1999. The value assigned to the shares acquired in 1998 was $70,000,000 and was based on a methodology which utilized both a comparable company and the expected underlying discounted future cash flows. The Company was also granted, by CareInsite, 1,008,445 common stock warrants with an exercise price of $4.00 per share ("THINC Warrants"). The THINC Warrants were exercisable only in the event that The Health Information Network Connections, LLC ("THINC") exercised warrants granted to them by CareInsite at $4.00 per share. THINC was allowed to exercise their warrants 180 days after the initial public offering of CareInsite. On January 29, 2000 CareInsite completed an acquisition of THINC. As part of that agreement, 806,756 of the Company's 1,008,445 THINC Warrants became immediately exercisable, with the remaining amount forfeited. On February 13, 2000 CareInsite entered into an agreement to merge with Healtheon/WebMD Corporation ("Merger Agreement"). As part of the Merger Agreement, the Company received 1.3 shares of Healtheon/WebMD Corporation (Web MD) in exchange for each common share of CareInsite held by the Company. The warrants were also converted at the same exchange ratio. The merger of CareInsite and WebMD ("Merger") closed on September 12, 2000. Accordingly, the Company recorded a non-recurring investment gain of $120,362,000, net of tax, as a result of the exchange. 43 Notes to Consolidated Financial Statements ---------------------------------------------------------------- On December 12, 2000, the Company sold 4,273,509 shares of WebMD for $25,641,000. Accordingly, the Company recorded a non- recurring investment loss of $24,539,000, net of tax, as a result of the sale. At December 30, 2000, the Company owned 12,820,527 shares of common stock of WebMD, which have a cost basis of $192,308,000 and a carrying value of $101,795,000, as these shares are accounted for as available-for-sale. The stock of WebMD held by the Company is registered but is subject to certain lock-up provisions. At December 30, 2000 the Company also holds 1,048,783 warrants of WebMD with an exercise price of $3.08 and a cost basis and carrying value of $13,685,000. The warrants are carried at cost, as they do not have a fair value that is currently available on a securities exchange. If the Company realizes certain performance metrics related to specified levels of physician usage, WebMD will issue to the Company 3,254,063 shares of common stock at a price of $0.01 per share ("Performance Shares"). The Performance Shares were adjusted at a rate of 1.3 shares of WebMD for each share of CareInsite. The contracted measurement date was February 15, 2001. The Company and WebMD are in discussions regarding the attainment of the Performance Shares. No amounts have been recognized in the consolidated financial statements for the Performance Shares pending completion of the discussions. 6 Indebtedness The Company has a loan agreement with a bank that provides for a long-term revolving line of credit for working capital purposes. The long-term revolving line of credit is unsecured and requires monthly payments of interest only. Interest is payable at the Company's option at a rate based on prime (9.5% at December 30, 2000) or LIBOR (6.4% at December 30, 2000) plus 1.5%. The interest rate may be reduced by up to .4% if certain net worth ratios are maintained. At December 30, 2000, the Company had no outstanding borrowings under this agreement and had $18,000,000 available for working capital purposes. The agreement contains certain net worth, current ratio, and fixed charge coverage covenants and provides certain restrictions on the Company's ability to borrow, incur liens, sell assets, and pay dividends. A commitment fee of 3/10% is payable quarterly on the unused portion of the revolving line of credit. On April 15, 1999, the Company completed a $100,000,000 private placement of debt pursuant to a Note Agreement dated April 1, 1999. The Series A Senior Notes, with a $60,000,000 principal amount at 7.14% are payable in five equal annual installments beginning in April 2002. The Series B Senior Notes, with a $40,000,000 principal amount at 7.66% are payable in six equal annual installments beginning April 2004. The proceeds were used to retire the Company's existing $30,000,000 of debt, and the remaining funds are being used for proposed capital improvements and to strengthen the Company's cash position. In connection with the early extinguishment of debt, the Company incurred an extraordinary loss for a prepayment penalty and write-off of deferred loan costs of $1,395,000 net of taxes. The note agreement contains certain net worth, current ratio, and fixed charge coverage covenants and provides certain restrictions on the Company's ability to borrow, incur liens, sell assets, and pay dividends. The Company was in compliance with all covenants at December 30, 2000. The Company also has capital lease obligations and other notes payable amounting to $2,400,000, payable over the next four years. 44 Notes to Consolidated Financial Statements ----------------------------------------------------------------- The aggregate maturities for the Company's long-term debt is as follows (in thousands): 2001 $ 72 2002 14,243 2003 12,042 2004 18,682 2005 18,666 2006 and thereafter 38,666 ------- $ 102,371 ======= The Company estimates the fair value of its long-term, fixed-rate debt using discounted cash flow analysis based on the Company's current borrowing rates for debt with similar maturities. The fair value of the Company's long-term debt is $101,271,000 at December 30, 2000. 7 Interest Income and Expense A summary of interest income and expense is as follows: (In thousands) 2000 1999 1998 ------------------------------------ Interest income $ 3,645 2,582 2,242 Interest expense (7,316) (5,978) (2,504) ---------- ---------- ----------- Interest expense, net $(3,671) (3,396) (262) ========== ========== =========== 8 Stock Options and Warrants At December 30, 2000, the Company had four fixed stock option plans. Under Stock Option Plan B, the Company could grant to associates options to purchase up to 5,600,000 shares of common stock through November 30, 1993. The options are exercisable at the fair market value on the date of grant for a period determined by the Board of Directors (not more than ten years from the date granted). The options contain restrictions as to transferability and exercisability after termination of employment. Under Stock Option Plan C, the Company is authorized to grant to associates options to purchase up to 645,000 shares of common stock through May 18, 2003. The options are exercisable at the fair market value on the date of grant for a period determined by the Board of Directors (not more than ten years from the date granted). The options contain restrictions as to transferability and exercisability after termination of employment. The Company has committed not to issue any more stock options under Stock Option Plan C. Initially under Stock Option Plan D, the Company was authorized to grant to associates, directors, consultants or advisors to the Company options to purchase up to 50,000 shares of common stock through January 1, 2005. Additional shares were approved by the Company's shareholders on May 17, 1994, May 16, 1995 and May 22, 1998, increasing the total authorized to grant to 4,600,000 shares. The options are exercisable at a price (not less than fair market value on the date of grant) and during a period determined by the Stock Option Committee. Options under this plan currently vest over periods of up to ten years and are exercisable for periods of up to 25 years. Initially, under Stock Option Plan E, the Company was authorized to grant to associates (other than officers subject to the provisions of Section 16(a) of the Securities and Exchange Act of 1934), consultants, or advisors to the Company options to purchase up to 2,000,000 shares of common stock through January 1, 2005. There was a 1,100,000 share increase approved by the Company's Board of Directors on December 8, 2000, increasing the total authorized to grant to 3,100,000 shares. The options are exercisable at a price (not less than fair market value on the date of grant) and during a period determined 45 Notes to Consolidated Financial Statements ----------------------------------------------------------------- by the Stock Option Committee. Options under this plan currently vest over periods of up to ten years and are exercisable for periods of up to 25 years. The Company has also granted 454,542 other non-qualified stock options under separate agreements to employees 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 ten years. In 2000, the Company granted an additional 350,000 stock options to a third party at an exercise price equal to the fair market value on the date of grant. The options are vested and become exercisable at the earlier of five years or when certain conditions are met. The Company accounts for associate stock options in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. On December 31, 1995, the Company adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123), which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, FAS 123 allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net earnings and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in FAS 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of FAS 123. A combined summary of the status of the Company's four fixed stock option plans and other stock options at the end of 2000, 1999, and 1998, and changes during these years ended is presented below: 2000 1999 1998 ---------------------------------------------------------------------- Weighted- Weighted- Weighted- Number average Number average Number average of exercise of exercise of exercise Fixed Options shares price shares price shares price ---------------------------------------------------------------------------------------- Outstanding at 5,529,995 $ 19.79 5,488,191 $ 20.38 4,179,258 $ 17.74 beginning of year Granted 1,684,144 31.50 1,447,246 16.69 1,932,710 24.15 Exercised (455,706) 17.23 (255,747) 4.91 (185,335) 6.88 Forfeited (458,168) 21.13 (1,149,695) 22.40 (438,442) 17.57 ---------------------------------------------------------------------------------------- Outstanding at end of year 6,300,265 $ 22.50 5,529,995 $ 19.79 5,488,191 $ 20.38 ========== ========== ========== Options exercisable at year-end 1,458,001 $ 20.97 1,297,147 $ 19.49 1,111,943 $ 15.52 The following table summarizes information about fixed and other stock options outstanding at December 30, 2000. Options outstanding Options exercisable ---------------------------------------------------------------------------- ----------------------------------- Range of Number Weighted-average Number exercise Outstanding Remaining Weighted-average exercisable Weighted-average prices At 12/30/00 contractual life exercise price at 12/30/00 exercise price ---------------------------------------------------------------------------- ------------------------------------ $ 1.34-15.00 1,519,018 17.4 years $ 14.20 483,906 $ 17.74 15.13-22.00 1,705,561 12.8 18.83 450,879 19.16 22.06-27.50 1,534,954 10.8 24.75 200,664 24.52 28.00-84.07 1,540,732 12.5 35.44 322,552 32.08 --------- --------- 1.34-84.07 6,300,265 13.4 22.50 1,458,001 20.97 ========= ========= 46 Notes to Consolidated Financial Statements ----------------------------------------------------------------- The per share weighted-average fair value of stock options granted during 2000, 1999 and 1998 was $18.96, $10.88 and $14.97, respectively, on the date of grant using the Black Scholes option- pricing model with the following weighted-average assumptions: 2000 1999 1998 ------------------------------- Expected years until exercise 4.7 8 8 Risk-free interest rate 5.0% 6.9% 5.0% Expected stock volatility 72.1% 61.3% 58.5% Expected dividend yield 0% 0% 0% Since the Company applies APB Opinion No. 25 in accounting for its plans, no compensation cost has been recognized for its stock options issued to employees. Had the Company recorded compensation expense based on the fair value at the grant date for its stock options under FAS 123, the Company's net earnings and earnings per share on a diluted basis would have been reduced by approximately $7,527,000 or $.21 per share in 2000, approximately $3,922,000 or $.12 per share in 1999 and approximately $5,929,000 or $.18 per share in 1998. Pro forma net earnings reflect only options granted since January 1, 1995. Therefore, the full impact of calculating compensation expense for stock options under FAS 123 is not reflected in the pro forma net earnings amounts presented above, because compensation cost is reflected over the options' vesting period of ten years for these options. Compensation expense for options granted prior to January 1, 1995 is not considered. 9 Income Taxes Income tax expense (benefit) before extraordinary item for the years ended 2000, 1999, and 1998, consists of the following: (In thousands) 2000 1999 1998 ---------------------------- Current: Federal $ 175 3,514 (1,929) State (70) 573 (1,061) Foreign (887) (804) (147) -------- ------ ------- Total current (782) 3,283 (3,137) -------- ------ ------- Deferred: Federal 63,524 (2,891) 13,634 State 4,482 (288) 1,565 Foreign (366) 14 617 -------- ------- ------ Total deferred 67,640 (3,165) 15,816 -------- ------- ------ Total income tax expense $ 66,858 118 12,679 ======== ======= ====== Income tax benefit attributable to the extraordinary item (early retirement of debt) was $865,000 in 1999. Income tax expense (benefit) allocated to stockholders' equity for unrealized holding gain (losses) on available-for-sale equity securities was ($92,842,000) and $59,971,000 for the years ended 2000 and 1999, respectively. 47 Notes to Consolidated Financial Statements ----------------------------------------------------------------- Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that give rise to significant portions of deferred income taxes at the end of 2000 and 1999 relate to the following: (In thousands) 2000 1999 ------------------------ Deferred Tax Assets Contract reserves $ - 3,615 Acquisition accrual - 1,779 Accrued expenses 6,395 4,669 Separate return net operating losses 12,281 - Other 1,718 1,637 --------- ---------- Total deferred tax assets 20,394 11,700 --------- ---------- Deferred Tax Liabilities Unrealized gain on investments (21,975) (59,806) Software development costs (32,143) (26,812) Contract and service revenues and costs (37,930) (23,591) Depreciation and amortization (2,764) (4,480) Other (1,446) (5,581) ---------- --------- Total deferred tax liabilities (96,258) (120,270) ---------- --------- Net deferred tax liability $ (75,864) (108,570) ========== ========= The effective income tax rates for 2000, 1999, and 1998 were 39%, 39%, and 38%, respectively. These effective rates differ from the federal statutory rate of 35% as follows: (In thousands) 2000 1999 1998 Tax expense at statutory rates $ 60,243 106 11,644 State income tax, net of federal benefit 2,972 10 1,280 Goodwill 4,225 259 259 Other, net (582) (257) (504) ------- ------- ------- Total income tax expense $ 66,858 118 12,679 ======= ======= ======= Income taxes payable are reduced by the tax benefit resulting from disqualifying dispositions of stock acquired under the Company's stock option plans. The 2000, 1999, and 1998 benefits of $3,525,000, $594,000, and $621,000, respectively, are treated as increases to additional paid-in capital. 10 Foundations Retirement Plan The Cerner Corporation Foundations Retirement Plan (the Plan) is established under Section 401(k) of the Internal Revenue Code. All full-time associates are eligible to participate. Participants may elect to make pretax contributions from 1% to 20% of 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, or a Company stock fund. The Company makes matching contributions to the Plan, on behalf of participants, in an amount equal to 33% of the first 6% of the participant's contribution. The Company's expense for the plan amounted to $2,532,000, $1,187,000 and $1,005,000 for 2000, 1999 and 1998, respectively. The Company added a discretionary profit sharing distribution to the Plan in 2000. Distributions are based on attainment of established earnings per share goals for the year. Only participants in the Plan are eligible to receive the profit sharing distribution. For the year ended December 30, 2000, the Company expensed $1,100,000 for discretionary distributions. 48 Notes to Consolidated Financial Statements ----------------------------------------------------------------- 11 Related Party Transactions The Company loaned $160,000 in 2000 and $3,628,000 in 1999, to the Company's senior management under the terms of the Executive Stock Purchase Program ("Program"). The purpose of the Program is to advance the interests of the Company, the Company's senior management, and the Company's shareholders by offering the Company's senior management an incentive to purchase shares of the Company's stock on the open market. Pursuant to the Program, the Company provided Program loans to executives to help finance up to 50% of the total purchase price of the stock purchased. All Program loans have a term of five (5) years, at an interest rate of 5.5%. Principal and interest is not due until the end of the five-year loan term, unless the executive terminates employment. Executives may also elect to pay interest annually. If interest is not paid annually, it will compound annually. All Program loans are secured by the purchased shares and any pledged shares. The balance of these loans at December 30, 2000 was $2,764,000. 12 Commitments The Company leases space to unrelated parties in its North Kansas City headquarters complex under noncancelable operating leases. Included in other revenues is rental income of $624,000, $1,005,000, and $1,795,000 in 2000, 1999, and 1998, respectively. The Company is committed under operating leases for office space through September 2005. Rent expense for office and warehouse space for the Company's regional and global offices for 2000, 1999, and 1998 was $1,735,000, $2,226,000, and $1,847,000, respectively. Future minimum lease revenues (in thousands) and aggregate minimum future payments (in thousands) under these noncancelable operating leases are as follows: Future Future Minimum Minimum lease lease Years revenues commitments ------------------------------------ 2001 $ 247 4,407 2002 40 3,449 2003 23 1,829 2004 - 1,316 2005 - 642 In December, 1999, the Company made a decision to close five of its branch offices. The Company created a regional branch structure in 1994 in order to bring associates closer to its clients. The natural evolution of that strategy and the ability to leverage internal information technology infrastructure to create a more virtual workplace has resulted in a significant decrease in utilization of certain regional offices. This led to the decision to close these physical locations. The Company recorded a charge of $1.4 million in sales and client service expenses in the 1999 fourth quarter to provide for the costs of closing these locations, primarily based on estimated lease cancellation fees. All of these costs were paid in 2000. 13 Stockholders' Equity At the end of 2000 and 1999, the Company had 1,000,000 shares of authorized but unissued preferred stock, $.01 par value. 49 Notes to Consolidated Financial Statements ----------------------------------------------------------------- 14 Quarterly Results (unaudited) Selected quarterly financial data for 2000 and 1999 is set forth below: (In thousands, except per share data) Earnings (loss) Basic before Net earnings Diluted income taxes and earnings (loss) earnings (loss) Revenues extraordinary item (loss) per share per share ------------------------------------------------------------------------ 1999 quarterly results: April 1 $ 87,107 3,986 2,392 .07 .07 July 1 (1) 93,502 44 (2,613) (.08) (.08) September 30 (2)(3) 104,325 195,588 123,336 3.61 3.45 December 30 (4)(5) 119,570 (27,495) (17,850) (.51) (.51) ---------------------------------------------------------------------------------------------------- Total 404,504 172,123 105,265 ======= ======= ======= 1999 quarterly results: April 3 86,743 4,543 2,817 .08 .08 July 3 (6) 82,782 428 (1,135) (.03) (.03) October 2 80,929 1,146 680 .02 .02 January 1 (7) 89,743 (5,815) (3,573) (.11) (.11) ---------------------------------------------------------------------------------------------------- Total 340,197 302 (1,211) ======= ====== ======= ----------------------------------------------------------------- (1) Includes a non-recurring charge of $6.7 million related to the write-down of intangible assets associated with the acquisition of Health Network Ventures, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.19) for second quarter and for 2000. (2) Includes a non-recurring charge of $3.2 million related to the acquisition of CITATION Computer Systems, Inc. The impact of this non-recurring charge on diluted earnings per share was ($.09) for the third quarter and for 2000. (3) Includes a non-recurring investment gain of $120.4 million, net of $68.3 million tax expense, related to the conversion of shares of CareInsite common stock to shares of WebMD common stock. The impact of this non-recurring investment gain on diluted earnings per share was $3.37 for the third quarter and $3.38 for 2000. (4) Includes a non-recurring charge of $1.0 million, net of $.7 million tax benefit, related to the acquisition of ADAC Healthcare Information Systems, Inc. The impact of this non- recurring charge on diluted earnings per share was ($.03) for the fourth quarter and for 2000. (5) Includes a non-recurring investment loss of $24.5 million, net of $13.9 million tax benefit, related to the sale of shares of WebMD common stock. The impact of this non-recurring investment loss on diluted earnings per share was ($.67) for the fourth quarter and ($.69) for 2000. (6) Includes an extraordinary loss on the early extinguishment of debt of $1,395,000, net of taxes of $865,000. The impact of this extraordinary item on diluted earnings per share was ($.01) for the second quarter and for 1999. (7) See Note 12 regarding a non-recurring charge in the fourth quarter of 1999. The fourth quarter of 1999 also includes an additional non-recurring charge of $5.8 million, net of $3.6 million tax benefit, for contract reserves. 50 Cerner Corporation Valuation and Qualifying Accounts Schedule II Additions Balance of Charged to Additions Beginning Costs and Through Balance of Description of Period Expenses Acquisitions Deductions End of Period ------------------------------------------------------------------------------------------- For Year Ended January 2, 1999 Doubtful Accounts and Sale Allowances $ 1,490,000 $ 1,915,000 $ 0 $ 0 $ 3,405,000 Additions Balance of Charged to Additions Beginning Costs and Through Balance of Description of Period Expenses Acquisitions Deductions End of Period ------------------------------------------------------------------------------------------- For Year Ended January 1, 2000 Doubtful Accounts and Sale Allowances $ 3,405,000 $ 1,354,000 $ 0 $ 0 $ 4,759,000 Additions Balance of Charged to Additions Beginning Costs and Through Balance of Description of Period Expenses Acquisitions Deductions End of Period ------------------------------------------------------------------------------------------- For Year Ended December 30, 2000 Doubtful Accounts and Sale Allowances $ 4,759,000 $ 0 $ 1,341,000 $ (101,000) $ 5,999,000 Independent Auditors' Report on Financial Statement Schedule The Board of Directors Cerner Corporation: Under date of January 31, 2001, we reported on the consolidated balance sheets of Cerner Corporation and subsidiaries as of December 30, 2000 and January 1, 2000 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 30, 2000. These consolidated financial statements and our report thereon are included in the Company's annual report on Form 10-K for the year 2000. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related financial statement schedule as listed under Item 14(a)(2). This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, this 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. KPMG LLP Kansas City, Missouri January 31, 2001