FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to _______
Commission file number 0-15386
A. Full title of the plan and the address of the plan,
if different from that of the issuer named below:
Cerner Corporation Foundations Retirement Plan
B. Name of issuer of the securities held pursuant to
the plan and the address of its principal executive office:
Cerner Corporation
2800 Rockcreek Parkway, Suite 601
Kansas City, Missouri 64117
<PAGE>
Financial Statements of the Cerner Corporation
Associate 401K Retirement Plan and Trust.
Independent Auditors' Report
Statement of Net Assets Available for Participants -
December 31, 1994 and December 31, 1993
Statement of Changes in Net Assets Available for Participants -
Years Ended December 31, 1994 and December 31, 1993
Notes to Financial Statements
The following financial statement, schedules and
independent auditors' report on financial statement
schedules of the Cerner Corporation Associate 401K
Retirement Plan and Trust for the two-year period
ended December 31, 1994:
Schedule I - Schedule of Assets Held for Investment Purposes
Schedule II - Schedule of Reportable Transactions
Consent of Independent Auditors
<PAGE>
CERNER CORPORATION FOUNDATIONS RETIREMENT PLAN
Financial Statements and Schedules
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
KPMG Peat Marwick LLP
1000 Walnut, Suite 1600
P.O. Box 13127
Kansas City, MO 64199
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Cerner Corporation:
We have audited the accompanying statements of net assets
available for participants of the Cerner Corporation
Foundations Retirement Plan as of December 31, 1994 and 1993
and the related statements of changes in net assets available
for participants for the years then ended. These financial
statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. 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 financial statements referred to above
present fairly, in all material respects, the net assets
available for participants of the Cerner Corporation
Foundations Retirement Plan as of December 31, 1994 and 1993
and the changes in net assets available for participants for
the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The
supplementary schedules of assets held for investment purposes
and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements
of net assets available for participants and the statements of
changes in net assets available for participants is presented
for purposes of additional analysis rather than to present the
net assets available for participants and changes in net assets
available for participants of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements
taken as a whole.
/s/KPMG Peat Marwick LLP
May 26, 1995
<PAGE>
<TABLE>
<CAPTION>
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Statement of Net Assets Available for Participants
December 31, 1994
Fund A Fund B Fund C Fund D Fund E Fund F Loans Total
------ ------ ------ ------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Common stock of Cerner
Corporation, 465,328
shares (cost $5,386,712) $ 20,537,010 - - - - - - 20,537,010
Twentieth Century Ultra
Investors, 61,004.17
shares (cost $1,225,295) - 1,217,033 - - - - - 1,217,033
Twentieth Century Growth
Investors, 51,003.23
shares (cost $1,122,353) - - 955,800 - - - - 955,800
Twentieth Century Select
Investors, 17,791.46
shares (cost $683,551) - - - 588,897 - - - 588,897
Twentieth Century Balanced
Investors, 29,646.96
shares (cost $463,210) - - - - 452,709 - - 452,709
Capital Preservation Trust,
at cost which approximates
fair value - - - - - 791,660 - 791,660
Loans to participants,
at cost which approximates
fair value - - - - - - 112,486 112,486
---------- --------- ------- ------- ------- ------- ------- ----------
Total investments 20,537,010 1,217,033 955,800 588,897 452,709 791,660 112,486 24,655,595
Cash 44,138 - - - - - - 44,138
Contributions receivable:
Associates 50,416 24,062 17,187 10,312 6,875 5,729 930 115,511
Employer 22,557 - - - - - - 22,557
---------- --------- ------- ------- ------- ------- ------- ----------
Net assets available
for participants $ 20,654,121 1,241,095 972,987 599,209 459,584 797,389 113,416 24,837,801
---------- --------- ------- ------- ------- ------- ------- ----------
---------- --------- ------- ------- ------- ------- ------- ----------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Statement of Net Assets Available for Participants
December 31, 1993
Fund A Fund B Fund C Fund D Fund E Fund F Loans Total
------ ------ ------ ------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Common stock of Cerner
Corporation, 433,186
shares (cost $3,362,698) $ 18,843,591 - - - - - - 18,843,591
Twentieth Century Ultra
Investors, 29,593.79
shares (cost $583,151) - 633,011 - - - - - 633,011
Twentieth Century Growth
Investors, 25,931.86
shares (cost $604,383) - - 580,874 - - - - 580,874
Twentieth Century Select
Investors, 11,005.18
shares (cost $457,279) - - - 434,264 - - - 434,264
Twentieth Century Balanced
Investors, 15,501.62
shares (cost $241,454) - - - - 248,026 - - 248,026
Capital Preservation Trust,
at cost which approximates
fair value - - - - - 294,287 - 294,287
Loans to participants,
at cost which approximates
fair value - - - - - - 94,183 94,183
---------- ------- ------- ------- ------- ------- ------ ----------
Total investments $ 18,843,591 633,011 580,874 434,264 248,026 294,287 94,183 21,128,236
Cash 74,529 865 - - - - - 75,394
Contributions receivable:
Associates 41,381 18,391 13,794 9,196 4,598 4,598 - 91,958
Employer 18,300 - - - - - - 18,300
---------- ------- ------- ------- ------- ------- ------ ----------
Net assets available
for participants $ 18,977,801 652,267 594,668 443,460 252,624 298,885 94,183 21,313,888
---------- ------- ------- ------- ------- ------- ------ ----------
---------- ------- ------- ------- ------- ------- ------ ----------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Statement of Changes in Net Assets Available for Participants
Year ended December 31, 1994
Fund A Fund B Fund C Fund D Fund E Fund F Loans Total
------ ------ ------ ------ ------ ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation (depreciation)
in fair value of investments $ 707,133 (48,807) (151,412) (93,868) (17,253) - - 395,793
Interest and dividends 15,671 37,867 140,317 50,927 17,950 19,236 6,968 288,936
Interfund transfers (39,571) (80,094) (34,717) (44,318) (10,171) 214,024 (5,153) -
Employer contributions (note 2) 370,448 - - - - - - 370,448
Associates contributions
(note 2) 1,377,335 752,781 489,147 328,781 220,518 554,976 - 3,723,538
Loan repayments 5,672 1,242 1,196 420 197 294 (9,021) -
--------- --------- ------- ------- --------- ------- ----- ----------
Total additions (deductions) 2,436,688 662,989 444,531 241,942 211,241 788,530 (7,206) 4,778,715
--------- --------- ------- ------- --------- ------- ------ ----------
Deductions from net assets
attributed to:
Distributions to associates (735,128) (61,970) (61,249) (84,024) (2,551) (289,289) (19,705) (1,253,916)
Loans to participants (25,240) (12,191) (4,963) (2,169) (1,730) (737) 47,030 -
Participant loan expenses - - - - - - (886) (886)
--------- --------- ------- ------- --------- ------- ------ -----------
Total (deductions) additions (760,368) (74,161) (66,212) (86,193) (4,281) (290,026) 26,439 (1,254,802)
--------- --------- ------- ------- --------- ------- ------ -----------
Net increase 1,676,320 588,828 378,319 155,749 206,960 498,504 19,233 3,523,913
Net assets available for
participants:
Beginning of year 18,977,801 652,267 594,668 443,460 252,624 298,885 94,183 21,313,888
---------- --------- ------- ------- ------- ------- ------- ----------
End of year $ 20,654,121 1,241,095 972,987 599,209 459,584 797,389 113,416 24,837,801
---------- --------- ------- ------- ------- ------- ------- ----------
---------- --------- ------- ------- ------- ------- ------- ----------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Statement of Changes in Net Assets Available for Participants
Year ended December 31, 1993
Money
Fund A Fund B Fund C Fund D Fund E Fund F market fund Loans Total
------ ------ ------ ------ ------ ------ ----------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Net appreciation
(depreciation) in fair
value of investments $ 6,882,059 69,851 (22,563) (22,534) 8,865 - - - 6,915,678
Interest and dividends 1,281 16,580 61,483 44,787 4,965 21,219 8,870 1,587 160,772
Interfund transfers 198,376 321,571 313,889 218,396 129,786 279,011 (1,459,993) (1,036) -
Employer contributions
(note 2) 278,822 - - - - - - - 278,822
Associates contributions
(note 2) 973,165 260,261 264,220 216,918 127,139 104,672 301,975 - 2,248,350
Loan repayments 1,129 301 334 74 66 - - (1,904) -
---------- ------- ------- ------- ------- ------- --------- ------ ----------
Total additions
(deductions) 8,334,832 668,564 617,363 457,641 270,821 404,902 (1,149,148) (1,353) 9,603,622
---------- ------- ------- ------- ------- ------- --------- ------ ----------
Deductions from net assets
attributed to:
Distributions to
associates (778,012) (10,608) (12,878) (10,407) (16,693) (106,017) (13,569) - (948,184)
Loans to participants (75,303) (5,689) (9,817) (3,774) (1,504) - - 96,087 -
Participant loan expenses - - - - - - - (551) (551)
---------- ------- ------- ------- ------- -------- ---------- ------ ---------
Total (deductions)
additions (853,315) (16,297) (22,695) (14,181) (18,197) (106,017) (13,569) 95,536 (948,735)
---------- ------- ------- ------- ------- -------- ---------- ------ ----------
Net increase
(decrease) 7,481,517 652,267 594,668 443,460 252,624 298,885 (1,162,717) 94,183 8,654,887
Net assets available for
participants:
Beginning of year 11,496,284 - - - - - 1,162,717 - 12,659,001
---------- ------- ------- ------- ------- ------- --------- ------ ----------
End of year $18,977,801 652,267 594,668 443,460 252,624 298,885 - 94,183 21,313,888
---------- ------- ------- ------- ------- ------- --------- ------ ----------
See accompanying notes to financial statements.
</TABLE>
<PAGE>
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) Summary of Significant Accounting Policies
General
- -------
The following brief description of the Cerner Corporation
Foundations Retirement Plan (the Plan) is provided for general
information purposes only. Participants should refer to the
Plan Agreement for more complete information.
The Plan was adopted by the Board of Directors of Cerner
Corporation (the Company or Employer) effective November 1,
1987. The Plan is administered by a third-party administrator.
All full-time associates of the Company are eligible for
participation in the Plan after attaining age eighteen.
Basis of Presentation
- ---------------------
The accompanying financial statements have been prepared on the
accrual basis in conformity with generally accepted accounting
principles and present the Plan's net assets available for
participants and changes in those net assets.
Expenses
- --------
All costs and expenses incurred in administering the Plan are
paid by the Company. Expenses related to issuance of loans to
participants are charged to the participant obtaining the loan.
Investments
- -----------
The Plan's investments and earnings thereon are held in a bank
trust account. The fair values of investments are based
principally on quotations from national securities exchanges.
Loans to Participants
- ---------------------
At the discretion of the Company, loans may be made to
participants in an amount up to 50% of the participant's self
directed funds balance. The loan period may not exceed ten
years and the interest rate is prime plus 1%.
(2) Contributions
Participating associates may elect to make pretax contributions
from 1% to 15% of their compensation to the Plan, subject to
annual limits imposed by the Internal Revenue Service.
Participants may direct contributions into six different
investment funds. These funds include Fund A (limited to
investments in the common stock of the Company), Fund B
(Twentieth Century Ultra Investors), Fund C (Twentieth Century
Growth Investors), Fund D (Twentieth Century Select Investors),
Fund E (Twentieth Century Balanced Investors) and Fund F
(Capital Preservation Trust which primarily invests in short
term investments and guaranteed insurance contracts). The
Company will make matching contributions in an amount equal to
20% of the participant's annual contribution not to exceed the
lesser of 2% of the participant's compensation or $600 per
participant. All Company contributions are directed to Fund A.
(3) Distributions
Upon normal retirement, retirement for permanent disability or
death, a participant is entitled to the full value of the
assets attributable to his or her contributions and Company
contributions made on his or her behalf. Upon termination for
any other reason, a participant is entitled to 100% of his or
her contributions and the vested portion of Company
contributions. Company contributions vest 20% after three
years of service and 20% for each additional year of service
until a participant is 100% vested upon completing seven years
of service. Forfeitures of nonvested contributions are
allocated to all Plan participants as of the Plan year-end on a
pro-rata basis according to individual participant annual
earnings.
Participants receive distributions from Fund A in shares of the
Company's common stock except that cash is distributed for
fractional shares. Participants may also elect to receive cash
for distributions with a value less than $1,000. During the
years ended December 31, 1994 and 1993, 17,109 shares and
29,423 shares of the Company's common stock, respectively, were
distributed to withdrawing participants. Participants receive
distributions from all other funds in cash.
(4) Tax Status
The Plan received a favorable determination letter dated
August 21, 1989 from the Internal Revenue Service confirming
the tax-exempt status of the Plan under Section 401(a) of the
Internal Revenue Code.
The Company is not aware of any activity or transactions that
may adversely affect the qualified status of the Plan.
<PAGE>
Schedule 1
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Item 27A - Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
Asset Description Cost Fair value
----- ----------- ---- ----------
<S> <C> <C> <C>
Cerner Corporation 465,328 shares of common stock $5,386,712 20,537,010
Twentieth Century Ultra Investors Mutual Fund,
61,004.17 shares 1,225,295 1,217,033
Twentieth Century Growth Investors Mutual Fund,
51,003.23 shares 1,122,353 955,800
Twentieth Century Select Investors Mutual Fund,
17,791.46 shares 683,551 588,897
Twentieth Century Balanced Investors Mutual Fund,
29,646.96 shares 463,210 452,709
Bankers Trust Capital
Preservation Trust 791,660 units of participation
in a pooled fund 791,660 791,660
Loans to participants Loans to participants (bearing
interest from 7% to 10%) 112,486 112,486
-------- ----------
$9,785,267 24,655,595
--------- ----------
--------- ----------
See accompanying independent auditors' report.
</TABLE>
<PAGE>
Schedule 2
CERNER CORPORATION
FOUNDATIONS RETIREMENT PLAN
Schedule of Reportable Transactions
Year ended December 31, 1994
<TABLE>
<CAPTION>
Fair Net
Number of Purchase Selling Cost of value of gain
transactions price price asset asset (loss)
------------ -------- ------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Cerner Corporation
common stock
(65,912 shares) Various $ 2,325,310 - 2,325,310 2,325,310 -
</TABLE>
In addition, the Plan distributed 17,109 shares of Cerner
Corporation common stock with a cost of $50,165 to withdrawing
participants and sold 16,661 shares of Cerner Corporation
common stock with a cost of $151,131 during the year ended
December 31, 1994.
Transactions involving Cerner Corporation common stock are
party-in-interest transactions.
NOTES:
A reportable transaction is defined by the Department of Labor
as:
* A single transaction in excess of 5% of the fair value of Plan
assets.
* A series of transactions with or in conjunction with the
same person, involving property other than securities,
which amounts in the aggregate to more than 5% of the fair
value of the Plan assets.
* A series of transactions with respect to securities of the
same issue which amounts in the aggregate to more than 5%
of the fair value of the total Plan assets.
* Any transaction with or in conjunction with a person if a
prior or subsequent single transaction has occurred with
respect to securities with or in conjunction with the same
person in an amount in excess of 5% of the fair value of
Plan assets.
A reportable transaction is identified by comparing the fair
value of the transaction at the transaction date with the fair
value of the Plan assets at the beginning of the year ended
December 31, 1994.
See accompanying independent auditors' report.
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Cerner Corporation Foundations Retirement Plan
----------------------------------------------
(Name of Plan)
Date: July 12, 1995 /s/Maureen M. Evans
--------------------- -----------------------------
Maureen M. Evans
-----------------------------
Title: Administrator
-----------------------
/s/John M. Reedy /s/Clifford W. Illig
- ------------------------------ -----------------------------
John M. Reedy Clifford W. Illig
- ------------------------------ -----------------------------
Title: Administrator Title: Administrator
------------------------ -----------------------
