Four New Directors to Be Immediately Appointed to
the Board of Directors
Cerner Corporation (NASDAQ: CERN) (“Cerner” or the “Company”) today
announced that the Company has entered into a cooperation agreement
(the “Cooperation Agreement”) with Starboard Value LP (together
with certain of its affiliates, “Starboard”). The Cooperation
Agreement includes a Board refreshment plan, operational
improvement initiatives, commitments for operating margin targets,
a new Finance and Strategy Committee of the Board and an expanded
capital return program to drive the next phase of profitable growth
and value creation.
The Company’s Board of Directors (the “Board”)
has appointed four new directors, effective immediately:
John Greisch, former President and Chief Executive
Officer of Hill-Rom Holdings, Inc., R. Halsey
Wise, former Chairman and Chief Executive Officer of
MedAssets Inc., Melinda Mount, former President of
AliphCom, Inc. (d/b/a Jawbone), and George Riedel,
former Chairman and Chief Executive Officer of Cloudmark, Inc. and
a former Senior Partner of McKinsey & Co. The four new
directors have been appointed to Classes II, III, II and III,
respectively. As members of Class III, Messrs. Wise and Riedel will
be standing for election at the 2019 Annual Meeting of Shareholders
(the “Annual Meeting”). Current Cerner Board member William Zollars
has been appointed to the newly created position of Lead
Independent Director.
The Company also announced that Denis Cortese is
retiring from the Board at the end of his term and will not stand
for re-election. Following the Annual Meeting, the Board will
comprise 10 members, nine of whom are independent. With Mr.
Cortese’s retirement, the previously announced retirement of
co-founder Cliff Illig, and the additions of the four new
directors, Cerner will have refreshed more than one half of its
Board since 2017.
“Since assuming the role of Chief Executive
Officer in 2018, I, along with our entire Board and leadership
team, have been reviewing Cerner’s operational and financial
performance to identify opportunities to unlock the Company’s
significant potential,” said Brent Shafer, Chairman and Chief
Executive Officer of Cerner. “We are focused on effectively
implementing a refined operating model to improve efficiency and
profitability, while also innovating at scale for our clients and
preparing Cerner for its next phase of growth and shareholder value
creation. We are committed to delivering significant operating
margin improvement and returning capital to our shareholders, while
maintaining an unwavering focus on delivering value to our
clients.”
“We welcome John, Melinda, George and Halsey to
the Cerner Board,” said Mitch Daniels, Chair of the Board’s
Nominating, Governance & Public Policy Committee. “These
directors will bring invaluable counsel from their experience in
leading, operating and advising software and healthcare technology
companies. I believe we will greatly benefit from their
perspectives as we continue to execute on our operational
initiatives and build on our position as a leading innovator in
health care. We feel strongly that the actions we are taking today
will generate long-term value for all Cerner stakeholders.”
Peter Feld, Managing Member of Starboard, added,
“We are pleased to have reached this agreement with Cerner which
includes a meaningful refreshment of the Board, as well as
important steps towards implementing operational improvement
initiatives that will drive profitable growth. We believe the
operating margin targets and the significantly expanded capital
return program demonstrate a strong commitment to driving improved
results and shareholder value creation. We are confident that the
new directors announced today will bring fresh perspectives and
added expertise to the Board. Cerner is a great company with
significant value potential, and we look forward to seeing the
results of the initiatives announced today.”
Mr. Daniels continued, “On behalf of the entire
Board and management team, I’d like to thank Denis for his years of
service to Cerner. Cerner has valued his counsel, extensive
industry research and medical experience, and we wish him
well.”
Operational Improvement
Initiatives
After a thorough internal and external review
over the last year, Cerner is making a series of changes to its
organizational structure, go-to-market philosophy and capital
allocation program. Notably Cerner has taken the following
actions:
- Eliminated the President role and created a more client-focused
organization under the Chief Client Officer;
- Eliminated the Strategic Business Unit (SBU) structure, which
has streamlined operations by reducing redundancy, improving
efficiency and focusing the organization on profitable growth areas
and client commitments;
- Undertaken a comprehensive portfolio review to drive
efficiencies and focus within Cerner’s product development
teams;
- Centralized operational functions that were formerly spread
across different leaders under the Chief Operating Officer;
- Announced the intent to initiate a dividend, significantly
increase the share repurchase authorization and focus on free cash
flow generation by linking it to executives’ variable
compensation;
- Committed to operating margin expansion resulting from
anticipated benefits of the new operating model and additional
efficiencies expected to be identified in the new operating
structure; and
- Formed a new Finance and Strategy Committee of the Board to
oversee operational and financial improvement initiatives.
Cerner transitioned to its new operating
structure in the first quarter of 2019. The Company has been
focused on leveraging the impact of this reorganization and
identifying additional efficiencies. Currently, Cerner is focused
on reducing operating expense and generating other efficiencies
that will improve its adjusted operating margin, with targeted
adjusted operating margins of 20% for the fourth quarter of 2019
and 22.5% for the fourth quarter of 2020.1
To assist in these efforts, Cerner has engaged
AlixPartners, LLP, a leading outside consulting firm, to conduct a
detailed review of its operations and cost structure. The goal is
to identify opportunities to operate more efficiently and achieve
and improve upon the efficiencies without impacting important
investments in Cerner’s solutions and commitments to the Company’s
clients.
The review of these efforts will be overseen by
a newly formed Finance and Strategy Committee of the Board, which
comprises five members, including Mr. Greisch as Committee Chair,
Messrs. Riedel, Wise and Zollars and Ms. Mount. The Finance and
Strategy Committee will work closely with management and
AlixPartners as Cerner executes its strategy to achieve the
operational targets identified. In addition to the Finance and
Strategy Committee, each of the four newly appointed directors will
join a minimum of one additional Board committee.
Share Repurchase
Authorization
Cerner also today announced that its Board has
approved an amendment to its stock repurchase program, authorizing
the repurchase of an additional $1.2 billion of its common stock.
When combined with the $0.3 billion of authorization remaining on
the program that was approved in May 2018, the total authorized
amount available for repurchase is approximately $1.5 billion. The
Company intends to fund the repurchase program with cash from
operations and by issuing debt.
Cerner plans to repurchase shares
opportunistically in the open market, by block purchase, in
privately negotiated transactions or possibly through other
transactions managed by broker-dealers. The Company expects to
execute the majority of the repurchase authorization in the next 12
months, subject to market conditions and other factors, including
price.
Significantly increasing the repurchase program
and the recently announced initiation of a dividend reflects
Cerner’s commitment to returning capital to shareholders and the
Company’s belief in Cerner’s long-term potential as it executes a
balanced capital allocation program combined with the operational
improvement initiatives identified.
Cooperation Agreement with
Starboard
Starboard, which owns approximately 1.2% of
Cerner’s outstanding shares, has agreed to vote all of its shares
in favor of Cerner’s nominees at the Annual Meeting and has entered
into other customary standstill and voting commitments. The full
Cooperation Agreement between Cerner and Starboard will be filed on
a Form 8-K with the U.S. Securities and Exchange Commission.
2019 Annual Meeting
The Annual Meeting is scheduled to be held on
Thursday, May 30, 2019 at 10:00 a.m. Central Time, in the Cerner
Round Auditorium in the Cerner Vision Center, located on the Cerner
campus at 2850 Rockcreek Parkway, North Kansas City, Missouri. The
record date for determining eligibility to vote at the Annual
Meeting is Tuesday, April 30, 2019.
Goldman Sachs & Co. LLC is acting as
financial advisor and Latham & Watkins LLP is acting as legal
advisor to Cerner.
About John Greisch
Mr. Greisch most recently served as President
and Chief Executive Officer of Hill-Rom Holdings, Inc. (NYSE: HRC),
a leading provider of medical technologies for the health care
industry, including vital sign monitoring systems, hospital beds,
patient lifts and non-invasive therapeutic products. He brings to
Cerner significant operating experience based on his prior roles as
CEO and CFO at notable public healthcare companies.
Prior to Hill-Rom, Mr. Greisch served as
President International Operations for Baxter International, Inc.
(NYSE: BAX). During his seven-year tenure with Baxter, he also
served as Baxter’s Chief Financial Officer and as President of
Baxter’s BioScience division. He also previously served as
President and Chief Executive Officer for FleetPride Corporation,
an independent after-market distribution company serving the
transportation industry, and held various positions at The
Interlake Corporation, including serving as President of its
Materials Handling Group.
Mr. Greisch currently serves as a director at
Idorsia Pharmaceuticals Ltd. (SIX Swiss Exchange: IDIA) and
Catalent, Inc. He previously served on the Boards of Directors of
Hill-Rom Holdings, Inc. (NYSE: HRC), Actelion Ltd., TomoTherapy,
Inc. (formerly Nasdaq: TOMO) and The Advanced Medical Technology
Association (AdvaMed). Additionally, he serves as a senior advisor
to TPG Capital and is on the Board of Directors for Ann &
Robert H. Lurie Children’s Hospital of Chicago. He received a
Master’s in Management from the J.L. Kellogg Graduate School of
Management at Northwestern University and a B.S. degree from Miami
University.
About Melinda J. Mount
Ms. Melinda J. Mount most recently served as the
President of AliphCom, Inc. (d/b/a Jawbone), a consumer technology
and wearable products company. Previously, she held various senior
level positions at Microsoft Corporation (Nasdaq: MSFT), including
Corporate Vice President and Chief Financial Officer of the Online
Services Division and Corporate Vice President of Operations and
Finance and Chief Financial Officer of the Entertainment and Device
Division. Prior to joining Microsoft, Ms. Mount served as the Vice
President of Strategy and Development at Time Warner, Inc.
(formerly NYSE: TWX) and Executive Vice President and Co-Managing
Director of the United Kingdom Division of AOL Inc. (formerly NYSE:
AOL). She also previously served as Vice President of Mergers and
Acquisitions at Morgan Stanley (NYSE: MS).
She is Vice Chairman of the Board of Directors
of Technicolor SA (TCH: FP) and a member of the Board of Directors
of the Learning Care Group, Inc.
Ms. Mount has a Master’s of Business
Administration with distinction from Harvard Business School and a
B.B.A from the University of Wisconsin-Madison. She is a member of
the Board of Directors of the University of Wisconsin
Foundation.
About George A. Riedel
Mr. Riedel most recently served as the Chairman
and Chief Executive Officer of Cloudmark, Inc., a leader in
security, protecting traffic, data and infrastructure from network
threats. He brings to Cerner 15 years of experience in various
executive and entrepreneurial roles in technology related
industries.
Prior to Cloudmark, Mr. Riedel held various
senior management positions at Nortel Networks Corporation,
including Chief Strategy Officer. He also has served as Vice
President of Strategy and Corporate Development of Juniper
Networks, Inc. and Senior Partner at McKinsey & Company where
he spent 15 years serving clients in the telecom and technology
sectors in Asia and North America on a range of strategy and growth
issues.
Mr. Riedel currently serves on the Board of
Directors of Xperi Corporation (f/k/a Tessera Holding Corporation)
(Nasdaq: XPER) and previously served as the Chairman of the Board
of Accedian Networks Inc. He also previously served on the Boards
of Directors of NextDocs Corporation, PeerApp Ltd. and Blade
Network Technologies.
Mr. Riedel earned a B.S. with Distinction in
Mechanical Engineering from the University of Virginia and a Master
of Business Administration from Harvard Business School. Mr. Riedel
attended the Stanford Graduate Business School Executive Education
Program for Directors. He is currently a professor at Harvard
Business School.
About R. Halsey Wise Mr. Wise
is Chairman and Chief Executive of Lime Barrel Advisors, LLC, a
private investment firm he founded in 2010. He brings to Cerner
more than 30 years of experience leading, operating and
advisingsoftware and healthcare technology companies.
He previously served as Chairman and Chief
Executive Officer of MedAssets Inc. (formerly Nasdaq: MDAS), a
leading health care technology performance improvement company that
provides technology-enabled products and services for hospitals,
health systems, non-acute healthcare providers, payers and other
service providers and product manufacturers in the United States.
Prior to that, Mr. Wise served as Chairman, President, and Chief
Executive Officer of Intergraph Corporation (formerly Nasdaq:
INGR), a provider of geospatial and engineering software; Chairman,
Chief Executive Officer, and President of the North American region
for Solution 6 Holdings, Ltd.; General Manager of the North
American region for Global Services for CA, Inc. and President and
Chief Operating Officer of Computer Management Sciences, Inc.
(formerly Nasdaq: CMSX), a software and services provider.
Mr. Wise serves on the Boards of Directors of
WellSky and Aspen Technology, Inc. (Nasdaq: AZPN), and he has also
served on the Boards at several publicly held companies, including
Cotiviti Health Inc. (formerly NYSE: COTV), Acxiom Corporation
(Nasdaq: ACXM)) and Intergraph Corporation (formerly Nasdaq: INGR).
He holds a Master’s of Business Administration in finance and
marketing from the J.L. Kellogg Graduate School of Management at
Northwestern University and a B.A. degree in history from the
University of Virginia.
About Cerner
Cerner relentlessly seeks breakthrough
innovation that will shape the health care of tomorrow. The company
connects people and information systems at more than 27,500
contracted provider facilities worldwide. Cerner’s integrated
system assists clinicians in making care decisions, and helps
providers manage the health of their populations, along with their
daily financial operations. For more information, visit
Cerner.com, The Cerner Blog, The Cerner Podcast or connect on
Facebook, Instagram, LinkedIn or Twitter.
About Starboard Value LP
Starboard Value LP is a New York-based
investment adviser with a focused and differentiated fundamental
approach to investing primarily in publicly traded U.S. companies.
Starboard invests in deeply undervalued companies and actively
engages with management teams and boards of directors to identify
and execute on opportunities to unlock value for the benefit of all
shareholders.
Forward-Looking Statements
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 “expects”,
“expected”, “believe”, “belief,” “plans”, “anticipate,”
opportunities,” “strategy,” “continue,” “potential,” “possible,”
“should,” “predict,” “will,” “may,” “target,” “view,” “estimate” 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
statements regarding improvements to our adjusted operating margin
for the full calendar year 2020 and the fourth quarter of 2020 and
statements regarding actions to be taken by Cerner. Factors that
could cause or contribute to such differences include, but are not
limited to: possibility of significant costs and reputational harm
related to product 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; our proprietary technology may
be subject to claims for infringement or misappropriation of
intellectual property rights of others, or may be infringed or
misappropriated by others; potential claims or other risks
associated with relying on open source software in our proprietary
software solutions or technology-enabled services; material adverse
resolution of legal proceedings or other claims; 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; the uncertainty surrounding the impact of the
United Kingdom’s vote to leave the European Union (commonly
referred to as Brexit) on our global business; 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 associated with
failure to timely or effectively manage publicity related to
harassment or discrimination claims and legal proceedings if such
claims are raised against key personnel; risks related to our
dependence on strategic relationships and third-party suppliers;
risks inherent with business acquisitions and combinations and the
integration thereof into our business or relating to disputes
involving such acquisitions or combinations; risks associated with
volatility and disruption resulting from global economic or market
conditions; significant competition and our ability to quickly
respond 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; changes in accounting
standards issued by the Financial Accounting Standards Board or
other standard-setting bodies may adversely affect our financial
statements; 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; volatility in the trading
price of our common stock and the timing and volume of market
activity; inability to reduce expenses and costs to the extent
currently anticipated; risks that Cerner’s revenue growth be lower
than anticipated and/or the mix of revenue shifts more to low
margin revenue; political, legal or reputational impediments to
Cerner’s ability to implement certain cost-cutting measures both
domestically and internationally; risks that our stock repurchase
program or quarterly dividend program will not be fully implemented
or enhance long-term shareholder value; and our directors’
authority to issue preferred stock and the anti-takeover provisions
in our corporate governance documents. 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.
Cerner Media Contact: Joe Mandacina, (816) 571-9637,
joe.mandacina@cerner.comCerner Investors Contact: Allan Kells,
(816) 201-2445, AKells@cerner.com
Joele Frank, Wilkinson Brimmer KatcherTim Lynch / Dan Moore /
Jill Kary, 212-355-4449
APPENDIX I
CERNER CORPORATION AND
SUBSIDIARIESRECONCILIATION OF GAAP RESULTS TO
NON-GAAP RESULTSFor the years ended December 29, 2018 and
December 30, 2017(unaudited)
ADJUSTED OPERATING EARNINGS AND ADJUSTED OPERATING
MARGIN
(In thousands) |
|
Years Ended |
|
|
2018 |
2017 |
|
|
|
|
Operating earnings
(GAAP) |
|
$ |
774,785 |
|
$ |
960,471 |
|
|
|
|
|
Share-based compensation expense |
|
102,419 |
|
88,969 |
|
Health
Services acquisition-related amortization |
|
83,483 |
|
83,285 |
|
Acquisition-related deferred revenue adjustment |
|
— |
|
16,885 |
|
Allowance
on non-current asset |
|
45,320 |
|
— |
|
Other
adjustments |
|
4,868 |
|
72 |
|
|
|
|
|
Adjusted Operating
Earnings (non-GAAP) |
|
$ |
1,010,875 |
|
$ |
1,149,682 |
|
|
|
|
|
Operating Margin
(GAAP) |
|
14.44 |
% |
18.68 |
% |
|
|
|
|
Adjusted Operating
Margin (non-GAAP) |
|
18.84 |
% |
22.36 |
% |
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 Earnings and Adjusted
Operating Margin 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 calculate each of our non-GAAP financial
measures as follows:
Adjusted Operating Earnings -
Consists of GAAP operating earnings adjusted for: (i) share-based
compensation expense, (ii) Health Services acquisition-related
amortization, (iii) acquisition-related deferred revenue
adjustment, (iv) an allowance on non-current asset, and (v) other
adjustments.
Adjusted Operating Margin -
Consists of Adjusted Operating Earnings, as defined above, divided
by revenues, in the applicable period; the result presented as a
percentage.
Adjustments included in the calculations of
Adjusted Operating Earnings 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) |
|
Years Ended |
|
|
2018 |
2017 |
|
|
|
|
Sales and client
service |
|
$ |
46,239 |
|
$ |
48,063 |
|
Software
development |
|
21,468 |
|
19,196 |
|
General and
administrative |
|
34,712 |
|
21,710 |
|
Total
share-based compensation expense |
|
$ |
102,419 |
|
$ |
88,969 |
|
Health Services 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 acquisition of the Health
Services business in February 2015. We exclude Health Services
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."
Acquisition-related deferred revenue adjustment
- Consists of acquisition-related deferred revenue adjustments in
connection with our acquisition of the Health Services business in
February 2015. Accounting guidance requires that deferred revenue
acquired in a business combination be written-down to an estimate
of fulfillment cost, plus a normal profit margin, as a part of the
allocation of purchase price to assets acquired and liabilities
assumed. We add back the amount of the write-down applicable to the
period as we believe such amount directly correlates to the
underlying performance of our business operations.
Allowance on non-current asset - Consists of a
pre-tax charge to provide an allowance against certain disputed
client receivables with a specific former client. Such disputed
receivables are included in our Condensed Consolidated Balance
Sheets in the caption "Other assets," as the process for resolution
has been on-going for approximately 10 years. 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.
Other adjustments - Consists of certain charges
which we believe may not directly correlate to the underlying
performance of our business operations. Other adjustments for the
three and twelve months ended December 29, 2018 are comprised of
certain employee separation expenses including such expenses
incurred in connection with our former president's separation from
the Company. Other adjustments for the twelve months ended December
30, 2017 are comprised of acquisition, employee separation, and
other costs associated with our acquisition of the Health Services
business in February 2015. Such amounts are included in our
Condensed Consolidated Statements of Operations in the caption
"General and administrative" expense.
1 Future period non-GAAP guidance includes
adjustments for items not indicative of our core operations, which
may include, without limitation, share-based compensation expense,
voluntary separation plan expense and acquisition-related expenses.
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. See
reconciliation for historical GAAP operating margin in the
Appendix.
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