cern-20200729
0000804753false00008047532020-07-292020-07-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________ 
FORM 8-K
__________________________________________
CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2020 
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware0-1538643-1196944
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

2800 Rockcreek Parkway64117
North Kansas City,Missouri
(Address of Principal Executive Offices)(Zip Code)
(816) 221-1024
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCERNThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




Item 2.02 Results of Operations and Financial Condition.
On July 29, 2020, Cerner Corporation ("Cerner") announced that it had released its financial results for the quarter ended June 30, 2020. A copy of the full text of the related press release, which is posted on the Investor Relations section of www.cerner.com under News & Events - Financial Releases, is furnished as Exhibit 99.1 and is attached hereto and incorporated by reference.

The information in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section, nor shall it be incorporated by reference into any registration statement or other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number
  Description
99.1  
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   CERNER CORPORATION
Date: July 29, 2020  By: /s/ Marc G. Naughton
   Marc G. Naughton, Executive Vice President
   and Chief Financial Officer


Document

Exhibit 99.1

Cerner Reports Second Quarter 2020 Results
Delivers Solid Results Amidst Pandemic

KANSAS CITY, Mo. - July 29, 2020 - Cerner Corporation (Nasdaq: CERN) today announced results for the 2020 second quarter that ended June 30, 2020.

On a U.S. Generally Accepted Accounting Principles (GAAP) basis, second quarter 2020 net earnings were $135 million and diluted earnings per share were $0.44. Second quarter 2019 GAAP net earnings were $127 million and diluted earnings per share were $0.39.

Adjusted Net Earnings for second quarter 2020 were $193 million, compared to $215 million of Adjusted Net Earnings in the second quarter of 2019. Adjusted Diluted Earnings Per Share were $0.63 in the second quarter of 2020, at the high-end of the Company's expectations, reflecting the benefit of continuing cost control measures.

Adjusted Net Earnings and Adjusted Diluted Earnings Per Share are not recognized terms under GAAP. These non-GAAP financial measures should not be substituted for GAAP net earnings or GAAP diluted earnings per share, respectively, as measures of Cerner's performance, but instead should be utilized as supplemental measures of financial performance in evaluating our business. Please see the accompanying schedule, titled "Reconciliation of GAAP Results to Non-GAAP Results," where our non-GAAP financial measures are defined and reconciled to the most comparable GAAP measures.

Bookings in the second quarter of 2020 were $1.34 billion, more than $100 million above the high-end of the Company's guidance range.

Second quarter 2020 revenue was $1.33 billion, down 7 percent compared to $1.43 billion in the second quarter of 2019, with the decline primarily being driven by impacts from the COVID-19 pandemic and the Company's exit from a large revenue cycle outsourcing contract in the fourth quarter of 2019. These factors were largely factored into the Company's outlook, but the pandemic had a slightly bigger topline impact than expected, resulting in revenue being $10 million below the Company's expectation range. The revenue shortfall had minimal impact on earnings because it was primarily in low margin areas, including technology resale and reimbursed travel.

Other Highlights:

Second quarter operating cash flow of $259 million and Free Cash Flow of $64 million. Free Cash Flow is a non-GAAP financial measure defined as GAAP cash flows from operating activities less capital purchases and capitalized software development costs. Please see the accompanying schedule, titled "Reconciliation of GAAP Results to Non-GAAP Results."

Second quarter days sales outstanding of 81 days, up from 74 days in the first quarter and 78 days in the year-ago quarter.

Total backlog of $13.66 billion.

"Cerner's solid results during the pandemic reflect the commitment of our associates, the importance of Cerner's solutions, and the resiliency of our business model," said Brent Shafer, Chairman and CEO. "Our clients are heroes on the frontlines providing health care, and I am proud of Cerner's ability to support them. COVID-19 has brought Cerner's vision and mission to life and strengthened our belief that Cerner is well-positioned to play a key role in shaping the future of health care."







Future Period Guidance
Cerner currently expects:

Third quarter 2020 revenue between $1.350 billion and $1.400 billion.

Full year 2020 revenue between $5.450 billion and $5.550 billion, down from a prior range of $5.550 billion to $5.700 billion. The new range factors in the pending sale of our RevWorksSM services business, the impact of the lower revenue in the second quarter, and an updated outlook for the second half of 2020 to reflect our current view of the impact of the pandemic.

Third quarter 2020 Adjusted Diluted Earnings Per Share between $0.70 and $0.74.*

Full year 2020 Adjusted Diluted Earnings Per Share between $2.80 and $2.88, reflecting a narrowing from the prior range of $2.78 to $2.90 while maintaining a midpoint of $2.84.*

Third quarter 2020 new business bookings between $1.350 billion and $1.550 billion.

The future period guidance provided above reflects the Company's current view that the largest impact from the COVID-19 pandemic occurred in the second quarter and that project and sales activity will improve in the second half of the year assuming the impact of the pandemic begins to subside during this period. The Company believes project and sales activity projected before the pandemic will still occur, but it will occur over a longer period of time than originally anticipated. There is still considerable uncertainty regarding the duration and magnitude of the impact of the COVID-19 pandemic, so the Company's forward-looking statements are subject to a higher than normal amount of risk. In particular, the pandemic and related restrictive measures have created significant economic uncertainty, the ultimate impact of which is unknown at this time, which could adversely affect the Company's future operational and financial performance.

*Future period non-GAAP guidance includes adjustments for items not indicative of our core operations, which may include, without limitation, items included in the accompanying schedule, titled "Reconciliation of GAAP Results to Non-GAAP Results." Such adjustments may be affected by changes in ongoing assumptions and judgments, as well as nonrecurring, unusual or unanticipated charges, expenses or gains or other items that may not directly correlate to the underlying performance of our business operations. The exact amounts of these adjustments are not currently determinable but may be significant. It is therefore not practicable to provide the comparable GAAP measures or reconcile this non-GAAP guidance to the most comparable GAAP measures.

Earnings Conference Call
Cerner will host an earnings conference call to provide additional detail on the Company's results and outlook at 3:30 p.m. CT on July 29, 2020. On the call, Cerner will discuss its second quarter 2020 results and answer questions from the investment community. The call may also include discussion of Cerner developments, and forward-looking and other material information about business and financial matters. The dial-in number for the conference call is (678) 509-7542; the passcode is Cerner. Cerner recommends joining the call 15 minutes early for registration.

An audio webcast will be available live and archived on Cerner's website at www.cerner.com under the About Us section (click Investor Relations, then Presentations and Webcasts).

About Cerner
Cerner's health technologies connect people and information systems in thousands of worldwide facilities dedicated to creating smarter and better care for individuals and communities. Recognized globally for innovation, Cerner assists clinicians in making care decisions and assists organizations in managing the health of their populations. The company also offers an integrated clinical and financial system to help manage day-to-day revenue functions, as well as a wide range of services to support clinical, financial and operational needs, focused on people. For more information, visit Cerner.com, The Cerner Blog, The Cerner Podcast or connect on Facebook, Instagram, LinkedIn or Twitter. Nasdaq: CERN. Smarter Care. Better Outcomes. Healthier You.



Certain trademarks, service marks and logos set forth herein are property of Cerner Corporation and/or its subsidiaries.

All statements in this press release that do not directly and exclusively relate to historical facts constitute forward-looking statements. These forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner's management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. The words "anticipated", "should", "will", "can", "expects", "guidance", "position", "believe", "expectations", "plan", "outlook", "future", "approximately", "target", "opportunity", "projections", "aim", "think", "on pace for", "a path" or the negative of these words, variations thereof or similar expressions are intended to identify such forward-looking statements. For example, our forward-looking statements include our future period guidance and the expected impact of the COVID-19 pandemic on our business. Factors that could cause or contribute to such differences include, but are not limited to the possibility of significant costs and reputational harm related to product and service-related liabilities; potential claims for system errors and warranties; the possibility of interruption at our data centers or client support facilities, or those of third parties with whom we have contracted (such as public cloud providers), that could expose us to significant costs and reputational harm; the possibility of increased expenses, exposure to legal claims and regulatory actions and reputational harm associated with a cyberattack or other breach in our IT security or the IT security of third parties on which we rely; material adverse resolution of legal proceedings or other claims or reputational harm stemming from negative publicity related to such claims or legal proceedings; risks associated with our global operations, including without limitation greater difficulty in collecting accounts receivable; risks associated with fluctuations in foreign currency exchange rates; changes in tax laws, regulations or guidance that could adversely affect our tax position and/or challenges to our tax positions in the U.S. and non-U.S. countries; risks associated with the unexpected loss or recruitment and retention of key personnel or the failure to successfully develop and execute succession planning to assure transitions of key associates and their knowledge, relationships and expertise; risks related to our dependence on strategic relationships and third party suppliers, including any impact to the business of such suppliers resulting from the COVID-19 pandemic; risks inherent with business acquisitions or strategic investments and the failure to achieve projected synergies; risks associated with volatility and disruption resulting from global economic or market conditions, including any impact thereon resulting from events such as the COVID-19 pandemic; significant competition and our ability to anticipate or respond quickly to market changes, changing technologies and evolving pricing and deployment methods and to bring competitive new solutions, devices, features and services to market in a timely fashion; managing growth in the new markets in which we offer solutions, health care devices or services; long sales cycles for our solutions and services; risks inherent in contracting with government clients, including without limitation, complying with strict compliance and disclosure obligations, navigating complex procurement rules and processes, and defending against bid protests; risks associated with our outstanding and future indebtedness, such as compliance with restrictive covenants, which may limit our flexibility to operate our business; the potential for losses resulting from asset impairment charges; changing political, economic, regulatory and judicial influences, which could impact the purchasing practices and operations of our clients and increase costs to deliver compliant solutions and services; non-compliance with laws, government regulation or certain industry initiatives or failure to deliver solutions or services that enable our clients to comply with laws or regulations applicable to their businesses; variations in our quarterly operating results; potential variations in our sales forecasts compared to actual sales; inability to achieve expected operating efficiencies and sustain or improve operating expense reductions; risks that Cerner's revenue growth may be lower than anticipated and/or that the mix of revenue shifts to low margin revenue; and risk that our capital allocation strategy will not be fully implemented or enhance long-term shareholder value; and the extent to which the COVID-19 pandemic and measures taken in response thereto could adversely affect our financial condition, future bookings and results of operations, including risks associated with the impact of the COVID-19 pandemic on collecting accounts receivable. Additional discussion of these and other risks, uncertainties and factors affecting Cerner's business is contained in Cerner's filings with the Securities and Exchange Commission. The reader should not place undue reliance on forward-looking statements, since the statements speak only as of the date that they are made. Except as required by law, Cerner undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in our business, results of operations or financial condition over time.

Investor Contact: Allan Kells, (816) 201-2445, akells@cerner.com
Media Contact: Misti Preston, (816) 299-2037, misti.preston@cerner.com
Cerner's Internet Home Page: www.cerner.com



CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended June 30, 2020 and June 29, 2019
(unaudited)

(In thousands, except per share data) Three Months EndedSix Months Ended
2020201920202019
Revenues$1,330,349  $1,431,061  $2,742,090  $2,820,938  
Costs of revenue211,963  268,673  466,379  521,877  
Margin1,118,386  1,162,388  2,275,711  2,299,061  
Operating expenses
Sales and client service645,087  678,895  1,281,736  1,319,082  
Software development178,955  181,047  364,275  361,408  
General and administrative134,332  149,788  274,184  245,984  
Amortization of acquisition-related intangibles13,114  21,541  30,242  43,526  
            Total operating expenses971,488  1,031,271  1,950,437  1,970,000  
            Operating earnings146,898  131,117  325,274  329,061  
Other income, net24,632  23,006  30,227  31,438  
Earnings before income taxes171,530  154,123  355,501  360,499  
Income taxes(36,782) (27,154) (73,594) (67,311) 
Net earnings$134,748  $126,969  $281,907  $293,188  
Basic earnings per share$0.44  $0.40  $0.92  $0.91  
Basic weighted average shares outstanding304,776  321,280  307,256  322,485  
Diluted earnings per share$0.44  $0.39  $0.91  $0.90  
Diluted weighted average shares outstanding306,717  324,662  309,520  325,498  

Note 1: Our revenues by business model for the three and six months ended June 30, 2020 and June 29, 2019 were as follows:

(In thousands) Three Months EndedSix Months Ended
2020201920202019
Licensed software$152,162  $197,113  $310,194  $351,590  
Technology resale42,117  60,735  93,604  116,275  
Subscriptions92,052  89,770  186,437  174,061  
Professional services461,082  485,307  972,428  975,746  
Managed services307,158  297,651  616,512  602,044  
Support and maintenance274,036  276,411  547,717  553,374  
Reimbursed travel1,742  24,074  15,198  47,848  
Total revenues$1,330,349  $1,431,061  $2,742,090  $2,820,938  







CERNER CORPORATION AND SUBSIDIARIES
RECONCILIATION OF GAAP RESULTS TO NON-GAAP RESULTS
For the three and six months ended June 30, 2020 and June 29, 2019
(unaudited)

ADJUSTED OPERATING EXPENSES

(In thousands) Three Months EndedSix Months Ended
2020201920202019
Operating expenses (GAAP)$971,488  $1,031,271  $1,950,437  $1,970,000  
Share-based compensation expense(38,200) (24,280) (73,587) (45,869) 
Acquisition-related amortization(13,114) (20,862) (30,242) (41,959) 
Organizational restructuring and other expense(45,948) (54,601) (86,733) (56,993) 
COVID-19 related expense(1,168) —  (3,143) —  
Charge related to client dispute—  (20,000) —  (20,000) 
Vendor settlement—  (6,791) —  (6,791) 
Adjusted Operating Expenses (non-GAAP)$873,058  $904,737  $1,756,732  $1,798,388  

ADJUSTED OPERATING EARNINGS AND ADJUSTED OPERATING MARGIN

(In thousands) Three Months EndedSix Months Ended
2020201920202019
Operating earnings (GAAP)$146,898  $131,117  $325,274  $329,061  
Share-based compensation expense38,200  24,280  73,587  45,869  
Acquisition-related amortization13,114  20,862  30,242  41,959  
Organizational restructuring and other expense45,948  54,601  86,733  56,993  
COVID-19 related expense1,168  —  3,143  —  
Charge related to client dispute—  20,000  —  20,000  
Vendor settlement—  6,791  —  6,791  
Adjusted Operating Earnings (non-GAAP)$245,328  $257,651  $518,979  $500,673  
Operating Margin (GAAP)11.04 %9.16 %11.86 %11.66 %
Adjusted Operating Margin (non-GAAP)18.44 %18.00 %18.93 %17.75 %




ADJUSTED NET EARNINGS AND ADJUSTED DILUTED EARNINGS PER SHARE

(In thousands, except per share data) Three Months EndedSix Months Ended
2020201920202019
Net earnings (GAAP)$134,748  $126,969  $281,907  $293,188  
Pre-tax adjustments for Adjusted Net Earnings:
Share-based compensation expense38,200  24,280  73,587  45,869  
Acquisition-related amortization13,114  20,862  30,242  41,959  
Organizational restructuring and other expense45,948  54,601  86,733  56,993  
COVID-19 related expense1,168  —  3,143  —  
Investment gains(25,933) (15,509) (26,410) (15,509) 
Charge related to client dispute—  20,000  —  20,000  
Vendor settlement—  6,791  —  6,791  
After-tax adjustments for Adjusted Net Earnings:
Income tax effect of pre-tax adjustments(15,544) (19,561) (32,803) (28,332) 
Share-based compensation permanent tax items1,270  (3,691) (4,041) (7,688) 
Valuation allowance on net operating loss carryforwards—  —  3,318  —  
Adjusted Net Earnings (non-GAAP)$192,971  $214,742  $415,676  $413,271  
Diluted weighted average shares outstanding306,717  324,662  309,520  325,498  
Adjusted Diluted Earnings Per Share (non-GAAP)$0.63  $0.66  $1.34  $1.27  

FREE CASH FLOW

(In thousands) Three Months EndedSix Months Ended
2020201920202019
Cash flows from operating activities (GAAP)$258,590  $206,810  $542,096  $524,076  
Capital purchases(117,048) (158,613) (166,296) (277,874) 
Capitalized software development costs(77,538) (70,351) (151,393) (144,902) 
Free Cash Flow (non-GAAP)$64,004  $(22,154) $224,407  $101,300  
Cash flows from investing activities (GAAP)$(248,435) $(107,632) $(385,046) $(291,287) 
Cash flows from financing activities (GAAP)$(26,608) $102,139  $(322,569) $95,148  

Explanation of Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). However, we supplement our GAAP results with certain non-GAAP financial measures, which we believe enable investors to better understand and evaluate our ongoing operating results and allows for greater transparency in the review and understanding of our overall financial, operational and economic performance. These non-GAAP financial measures are not meant to be considered in isolation, as a substitute for, or superior to GAAP results and investors should be aware that non-GAAP measures have inherent limitations and should be read only in conjunction with Cerner's consolidated financial statements prepared in accordance with GAAP. These non-GAAP measures may also be different from similar non-GAAP financial measures used by other companies and may not be comparable to similarly titled captions of other companies due to potential inconsistencies in the method of calculations. We provide the measures of Adjusted Operating Expenses, Adjusted Operating Earnings, Adjusted Operating Margin, Adjusted Net Earnings and Adjusted Diluted Earnings Per Share as such measures are used by management, along with GAAP results, to analyze Cerner's business, make strategic decisions, assess long-term trends on a comparable basis, and for management compensation purposes. We provide the measure of Free Cash Flow as such measure takes into account certain capital expenditures necessary to operate our business. Free Cash Flow is used



by management, along with GAAP results, to analyze our earnings quality and overall cash generation of the business, and for management compensation purposes.

We calculate each of our non-GAAP financial measures as follows:

Adjusted Operating Expenses - Consists of GAAP operating expenses adjusted for: (i) share-based compensation expense, (ii) acquisition-related amortization, (iii) organizational restructuring and other expense, (iv) COVID-19 related expense, (v) a charge related to a client dispute, and (vi) a vendor settlement.

Adjusted Operating Earnings - Consists of GAAP operating earnings adjusted for: (i) share-based compensation expense, (ii) acquisition-related amortization, (iii) organizational restructuring and other expense, (iv) COVID-19 related expense, (v) a charge related to a client dispute, and (vi) a vendor settlement.

Adjusted Operating Margin - Consists of Adjusted Operating Earnings, as defined above, divided by revenues, in the applicable period; the result presented as a percentage.

Adjusted Net Earnings - Consists of GAAP net earnings adjusted for: (i) share-based compensation expense, (ii) acquisition-related amortization, (iii) organizational restructuring and other expense, (iv) COVID-19 related expense, (v) investment gains, (vi) a charge related to a client dispute, (vii) a vendor settlement, (viii) the income tax effect of the aforementioned items, (ix) share-based compensation permanent tax items, and (x) a valuation allowance on net operating loss carryforwards.

Adjusted Diluted Earnings Per Share - Consists of Adjusted Net Earnings, as defined above, divided by diluted weighted average shares outstanding, in the applicable period.

Free Cash Flow - Consists of GAAP cash flows from operating activities, less capital purchases and capitalized software development costs.

Adjustments included in the calculations above are described below:

Share-based compensation expense - Non-cash expense arising from our equity compensation and stock purchase plans available to our associates and directors. We exclude share-based compensation expense as we believe the amount of such non-cash expenses in any specific period may not directly correlate to the underlying performance of our business operations. Share-based compensation expense is included in our Condensed Consolidated Statements of Operations as follows:

(In thousands) Three Months EndedSix Months Ended
2020201920202019
Sales and client service$20,079  $13,677  $34,981  $24,348  
Software development5,513  3,422  9,782  8,578  
General and administrative12,608  7,181  28,824  12,943  
Total share-based compensation expense$38,200  $24,280  $73,587  $45,869  

Acquisition-related amortization - Non-cash expense consisting of the amortization of customer relationships, acquired technology, and trade name intangible assets recorded in connection with our acquisitions of the Health Services business in February 2015, AbleVets in October 2019, and all subsequent acquisitions. We exclude acquisition-related amortization as we believe the amount of such non-cash expenses in any specific period may not directly correlate to the underlying performance of our business operations. Such amount is included in our Condensed Consolidated Statements of Operations in the caption "Amortization of acquisition-related intangibles."




Organizational restructuring and other expense - Consists of certain charges incurred in connection with our operational improvement initiatives. Expenses in connection with these efforts may include, but are not limited to, consultant and other professional services fees, employee separation costs, contract termination costs, and other such related expenses. We exclude organizational restructuring and other expense as we believe the amount of such expense in any specific period may not directly correlate to the underlying performance of our business operations. Organizational restructuring and other expense is included in our Condensed Consolidated Statements of Operations as follows:

(In thousands) Three Months EndedSix Months Ended
2020201920202019
Sales and client service$—  $—  $933  $—  
General and administrative45,948  54,601  85,800  56,993  
Total organizational restructuring and other expense$45,948  $54,601  $86,733  $56,993  

COVID-19 related expense - Consists of certain charges incurred that we can clearly and objectively attribute to the impact of the ongoing Coronavirus disease pandemic ("COVID-19"). These charges include expenses incurred related to trade shows for which we withdrew our participation and expenses associated with incremental cleaning and sanitation efforts for facility space that may have been exposed to the virus. We exclude COVID-19 related expense as we believe the amount of such expense in any specific period may not directly correlate to the underlying performance of our business operations. COVID-19 related expense is included in our Condensed Consolidated Statements of Operations as follows:

(In thousands)Three Months EndedSix Months Ended
2020201920202019
Sales and client service$520  $—  $2,475  $—  
General and administrative648  —  668  —  
Total COVID-19 related expense$1,168  $—  $3,143  $—  

Investment gains - Consists of unrealized gains recognized in 2020 on one of our equity investments, and a $16 million gain recognized on the disposition of one of our equity investments in the second quarter of 2019, all of which were accounted for in accordance with Accounting Standards Codification Topic 321, Investments-Equity Securities. We have excluded these gains as we believe the amount of such gains do not directly correlate to the underlying performance of our business operations in the periods they were recorded. Such gains are included in our Condensed Consolidated Statements of Operations in the caption "Other income, net."

Charge related to client dispute - Consists of a pre-tax charge related to a dispute with a current client. We have excluded this charge as we believe the amount of such charge does not directly correlate to the underlying performance of our business operations in the period it was recorded. Such charge is included in our Condensed Consolidated Statements of Operations in the caption "Sales and client service" expense.

Vendor settlement - Consists of a pre-tax charge to settle disputes with a former vendor. We have excluded this charge as we believe the amount of such charge does not directly correlate to the underlying performance of our business operations in the period it was recorded. Such charge is included in our Condensed Consolidated Statements of Operations in the caption "General and administrative" expense.

Income tax effect of pre-tax adjustments - The GAAP effective income tax rate for the applicable quarterly period, adjusted for the impact of a valuation allowance on net operating loss carryforwards of $3,318 thousand recorded in the first quarter of 2020 as described below, is applied to pre-tax adjustments for Adjusted Net Earnings.

Share-based compensation permanent tax items - Consists of permanent items impacting the Company's income tax provision related to our share-based compensation arrangements, including net excess tax benefits recognized upon the exercise of stock options. We exclude such items as we believe the amount of such items in any specific period may not directly correlate to the underlying performance of our business operations. Such amount is included in our Condensed Consolidated Statements of Operations in the caption "Income taxes."





Valuation allowance on net operating loss carryforwards - Consists of a valuation allowance recorded against certain deferred tax assets related to net operating loss carryforwards in a non-U.S. tax jurisdiction where certain strategic decisions associated with our operational improvement initiatives have made it more likely than not that such deferred tax assets will not be realized. We have excluded this charge as we believe the amount of such expense does not directly correlate to the underlying performance of our business operations in the period recorded. Such amount is included in our Condensed Consolidated Statements of Operations in the caption "Income taxes."




CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2020 and December 28, 2019
(unaudited)

(In thousands)20202019
Assets
Current assets:
Cash and cash equivalents$269,895  $441,843  
Short-term investments171,123  99,931  
Receivables, net1,183,988  1,139,595  
Inventory18,525  23,182  
Prepaid expenses and other410,016  392,073  
Total current assets2,053,547  2,096,624  
Property and equipment, net1,870,779  1,858,772  
Right-of-use assets122,639  123,155  
Software development costs, net973,060  939,859  
Goodwill912,082  883,158  
Intangible assets, net346,259  364,439  
Long-term investments388,675  419,419  
Other assets212,300  209,196  
Total assets$6,879,341  $6,894,622  
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable$261,540  $273,440  
Deferred revenue295,711  360,025  
Accrued payroll and tax withholdings267,930  245,843  
Other current liabilities181,621  148,140  
Total current liabilities1,006,802  1,027,448  
Long-term debt1,338,467  1,038,382  
Deferred income taxes381,926  377,657  
Other liabilities134,130  133,807  
Total liabilities2,861,325  2,577,294  
Shareholders' Equity:
Common stock
3,712  3,676  
Additional paid-in capital2,120,341  1,905,171  
Retained earnings6,101,402  5,934,909  
Treasury stock(4,057,768) (3,407,768) 
Accumulated other comprehensive loss, net(149,671) (118,660) 
Total shareholders' equity4,018,016  4,317,328  
Total liabilities and shareholders' equity$6,879,341  $6,894,622  




CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three and six months ended June 30, 2020 and June 29, 2019
(unaudited)
Three Months EndedSix Months Ended
(In thousands)2020201920202019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings$134,748  $126,969  $281,907  $293,188  
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization171,295  169,815  343,941  336,486  
Share-based compensation expense37,549  23,024  72,580  42,884  
Provision for deferred income taxes2,435  11,156  12,884  15,154  
Investment gains(25,933) (15,509) (26,410) (15,509) 
Changes in assets and liabilities (net of businesses acquired):
Receivables, net(25,652) (61,628) (48,426) (47,839) 
Inventory5,805  947  5,509  1,875  
Prepaid expenses and other(22,750) (62,730) (36,431) (76,048) 
Accounts payable(40,250) 35,871  (31,711) 24,980  
Accrued income taxes25,253  (5,825) 26,358  (1,569) 
Deferred revenue(23,827) (16,543) (66,137) (78,090) 
Other accrued liabilities19,917  1,263  8,032  28,564  
Net cash provided by operating activities258,590  206,810  542,096  524,076  
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital purchases(117,048) (158,613) (166,296) (277,874) 
Capitalized software development costs(77,538) (70,351) (151,393) (144,902) 
Purchases of investments(52,763) (49,770) (91,957) (140,723) 
Sales and maturities of investments44,910  179,565  81,022  289,669  
Purchase of other intangibles(10,974) (8,463) (20,656) (17,457) 
Acquisition of businesses, net of cash acquired(35,022) —  (35,766) —  
Net cash used in investing activities(248,435) (107,632) (385,046) (291,287) 
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term debt issuance—  600,000  300,000  600,000  
Proceeds from exercise of stock options38,705  109,719  156,908  125,000  
Payments to taxing authorities in connection with shares directly withheld from associates(9,700) (3,130) (14,217) (4,860) 
Treasury stock purchases—  (600,000) (650,000) (620,542) 
Dividends paid(55,054) —  (111,101) —  
Other(559) (4,450) (4,159) (4,450) 
Net cash provided by (used in) financing activities(26,608) 102,139  (322,569) 95,148  
Effect of exchange rate changes on cash and cash equivalents936  (1,554) (6,429) 861  
Net increase (decrease) in cash and cash equivalents(15,517) 199,763  (171,948) 328,798  
Cash and cash equivalents at beginning of period285,412  503,161  441,843  374,126  
Cash and cash equivalents at end of period$269,895  $702,924  $269,895  $702,924