Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Medical Information Technology, Inc.Financial_Report.xls
EX-31 - RULE 13A-14(A) CERTIFICATIONS - Medical Information Technology, Inc.ex31.htm
EX-32 - SECTION 1350 CERTIFICATIONS - Medical Information Technology, Inc.ex32.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2012

0-28092
(Commission file number)

Medical Information Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Massachusetts
(State of Incorporation)

04-2455639
(IRS Employer Identification Number)

Meditech Circle, Westwood, MA
(Address of Principal Executive Offices)

02090
(Zip Code)

781-821-3000
(Registrant's Telephone Number)

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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

No public trading market exists for the registrant's common stock. There were 36,785,201 shares of Common Stock, $1.00 par value, outstanding at September 30, 2012.

Page 1 of 11

Index to Form 10-QPage


Part I - Financial Information 
   Item 1 - Consolidated Financial Statements (Unaudited) 
      Consolidated Balance Sheet - December 31, 2011 and September 30, 20123
      Consolidated Income Statement - Three and Nine Months Ended on 
         September 30, 2011 and 20124
      Consolidated Cash Flow Statement - Nine Months Ended on  
         September 30, 2011 and 20125
      Notes to Consolidated Financial Statements6
   Item 2 - Management's Discussion and Analysis of Operating Results and 
      Financial Condition9
   Item 3 - Quantitative and Qualitative Disclosures About Market Risk10
   Item 4 - Controls and Procedures10
Part II - Other Information 
   Item 1 - Legal Proceedings10
   Item 1A - Risk Factors11
   Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds11
   Item 3 - Defaults Upon Senior Securities11
   Item 4 - Mine Safety Disclosures11
   Item 5 - Other Information11
   Item 6 - Exhibits11
Signatures11

Page 2 of 11

Part I - Financial Information

Item 1 - Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheet
December 31, 2011 and September 30, 2012

 Dec 31, 2011Sep 30, 2012
 

Cash and equivalents$59,847,020$43,805,082
Marketable securities277,354,769347,352,177
Accounts receivable, net of reserve61,280,33650,408,727
Deferred taxes10,449,9546,330,568
 

  Current assets408,932,079447,896,554
 

Computer equipment12,455,80913,032,699
Furniture and fixtures53,816,54260,496,419
Buildings183,411,627188,545,504
Land35,329,56540,329,565
Accumulated depreciation(116,553,548)(123,175,551)
 

  Fixed assets168,459,995179,228,636
 

Other assets18,709,86417,150,038
 

  Total assets$596,101,938$644,275,228
 

   
Accounts payable$326,281$1,897,396
Taxes payable5,213,4755,170,618
Accrued expenses51,027,12553,296,352
Deferred revenue41,030,87735,237,804
Tax reserves12,564,03713,266,071
 

  Total liabilities110,161,795108,868,241
 

Common stock, $1.00 par value,  
  authorized 40,000,000 shares,  
  issued and outstanding 36,541,348  
  in 2011 and 36,785,201 in 201236,541,34836,785,201
Additional paid-in capital94,817,401105,059,227
Retained income308,404,621327,668,182
Net unrealized security gains46,176,77365,894,377
 

  Shareholder equity485,940,143535,406,987
 

  Total liabilities and shareholder equity$596,101,938$644,275,228
 


Page 3 of 11

Consolidated Income Statement
Three and Nine Months Ended on September 30, 2011 and 2012

 3 monthsended on9 monthsended on
 Sep 30, 2011Sep 30, 2012Sep 30, 2011Sep 30, 2012
 



Product revenue$75,611,657$80,375,465$210,445,683$237,248,080
Service revenue65,443,10671,735,490190,672,219209,733,792
 



  Total revenue141,054,763152,110,955401,117,902446,981,872
 



Operations, development63,801,43271,576,983180,830,837210,580,530
Selling, G & A29,064,36331,165,15184,536,65792,339,523
 



  Operating expense92,865,795102,742,134265,367,494302,920,053
 



  Operating income48,188,96849,368,821135,750,408144,061,819
 



Other income3,999,0577,879,76611,719,91819,247,257
Other expense1,751,3071,532,9815,229,8594,575,057
 



  Pretax income50,436,71855,715,606142,240,467158,734,019
 



State income tax3,375,0004,420,0009,953,00011,470,000
Federal income tax14,654,00017,392,00040,776,00048,720,000
 



  Income tax18,029,00021,812,00050,729,00060,190,000
 



  Net income$32,407,718$33,903,606$91,511,467$98,544,019
     
Change in net unrealized security gains(15,519,017)115,6492,633,39219,717,604
 



  Comprehensive income$16,888,701$34,019,255$94,144,859$118,261,623
 




Page 4 of 11

Consolidated Cash Flow Statement
Nine Months Ended on September 30, 2011 and 2012

 9 monthsended on
 Sep 30, 2011Sep 30, 2012
 

Net income$91,511,467$98,544,019
Depreciation expense8,049,6718,891,803
Reversal of prior write-down (4,667,545)
Gain on sale of marketable security (6,394,111)
Deferred taxes on unrealized security gain (5,379,213)
Change in accounts receivable, net of reserve(4,306,437)10,871,609
Change in accounts payable461,9741,571,115
Change in taxes payable(2,846,736)(42,857)
Change in accrued expenses3,880,1162,269,227
Change in deferred revenue2,287,121(5,793,073)
Change in deferred taxes and tax reserves(2,965,910)4,821,420
 

  Net cash from operations96,071,266104,692,394
 

Purchases of marketable securities(69,465,506)(70,191,915)
Sales of marketable securities 36,352,980
Purchases of fixed assets(9,033,045)(19,660,444)
Change in other assets2,930,9261,559,826
Acquisition of LSS, net of cash acquired(11,427,518) 
 

  Net cash used in investing(86,995,143)(51,939,553)
 

Sales of common stock9,407,36010,485,679
Dividends paid(73,049,338)(79,280,458)
 

  Net cash used in financing(63,641,978)(68,794,779)
 

Net change in cash and equivalents(54,565,855)(16,041,938)
Cash and equivalents at beginning97,789,98559,847,020
 

  Cash and equivalents at end$43,224,130$43,805,082
 


Page 5 of 11

Notes To Consolidated Financial Statements

1. The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2011 included in MEDITECH's Form 10-K filed on January 31, 2012. The unaudited financial statements presented herein have not been audited by our Independent Registered Public Accounting Firm in accordance with the standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management such financial statements include all normal recurring adjustments necessary to present fairly MEDITECH's financial position, operating results and cash flow.

2. MEDITECH follows the provisions of ASC 320-10, Investments - Debt and Equity Securities, which requires marketable securities be classified as trading, available-for-sale or held-to-maturity. MEDITECH classifies its marketable securities as available-for-sale and records them at fair value with any unrealized gains or losses, net of tax, reported as a component of shareholder equity. The fair value was determined based on quoted prices in active markets. ASC 320-10 requires that for each individual security classified as available-for-sale, a company shall determine whether a decline in fair value below the cost basis is temporary in nature. If the decline in fair value is not judged as such, the cost basis of the individual security shall be reduced to fair value and the amount of the write-down shall be reflected in earnings.

MEDITECH follows the provisions of ASC 320-10-35 Subsequent Measurement, and evaluates its marketable securities for other-than-temporary impairment using an impairment model consistent with a debt security. The factors considered include the severity and duration of the loss, the intent and ability to hold the securities for an extended period of time until recovery, and whether issuers are current on dividend payments and maintain investment grade ratings. Finally, the effect of fluctuating interest rates, current economic and industry conditions, and the issuers' current financial position are also taken into consideration.

MEDITECH follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures, which provides for expanded disclosure and guidelines to determine fair market value of assets and liabilities. ASC 820-10 applies whenever other standards require or permit assets and liabilities to be measured at fair value, but does not expand the use of fair value in any new circumstances. MEDITECH's marketable securities represent assets measured at fair value on a recurring basis, and are considered Level 1 assets as defined by ASC 820-10.

The following table indicates the cost net of write-downs, unrealized gains, unrealized losses and fair market value of MEDITECH's securities. MEDITECH has evaluated the unrealized losses as of September 30, 2012 and has concluded that the unrealized losses are temporary in nature.

 Dec 31, 2011Sep 30, 2012
 

Cost net of write-downs$231,177,996$276,078,587
Unrealized gains47,060,29571,442,304
Unrealized losses(883,522)(168,714)
 

Fair market value$277,354,769$347,352,177
 


Page 6 of 11

3. MEDITECH follows the provisions of ASC 323-10, Investments - Equity Method and Joint Ventures, and as such, accounts for the equity investment in Meditech South Africa in accordance with the cost method. Meditech South Africa licenses MEDITECH's software technology and re-licenses it to its respective customers. Meditech South Africa serves a market niche which is part of the overall medical market but is outside of the hospital market which MEDITECH serves. Meditech holds a fully collateralized mortgage note for a loan to Meditech South Africa to purchase land and a building used as its corporate headquarters. MEDITECH believes the fair value of this investment and loan balance approximates its September 30, 2012 carrying value.

During the 2nd quarter 2007 MEDITECH acquired Patient Care Technologies, Inc. (PtCT), a company engaged in the development, manufacture, licensing and support of computer software products for the home health care market. MEDITECH accounted for this acquisition under the purchase method of accounting in accordance with ASC 805-10, Business Combinations. PtCT merged with and into MEDITECH effective December 31, 2009.

During the 1st quarter 2011 MEDITECH acquired LSS Data Systems, Inc. (LSS), a company engaged in the development, manufacture, licensing and support of ambulatory information system software for physician practices. MEDITECH accounted for this acquisition under the purchase method of accounting in accordance with ASC 805-10, Business Combinations.

4. MEDITECH follows the provisions of ASC 740-10, Accounting for Income Taxes. Deferred taxes relate to the earlier recognition of certain revenue and the later recognition of certain expenses for tax purposes. Cumulative unrealized investment write-downs which have been reflected in earnings are also a non-deductible expense for tax purposes. Because such capital losses can only be offset by future capital gains, a valuation allowance was established to reduce the deferred tax to the net amount expected to be realized. This valuation allowance has been increased to the full value of the investment write-downs based on current recoverability expectations. Tax reserves relate to the uncertainty of domestic production activities deduction and state nexus. Key judgments are reviewed annually and adjusted to reflect current assessments. The years 2009 through 2011 are subject to examination by the IRS, and various years are subject to examination by state tax authorities.

5. MEDITECH follows the provisions of ASC 260-10, Earnings per Share, which requires reporting both basic and diluted earnings per share. MEDITECH has no common share equivalents such as preferred stock, warrants or stock options which would dilute earnings per share. Thus, earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the applicable period. The average number of shares reflects the annual issuance of shares sold to staff members in February pursuant to the 2004 Stock Purchase Plan and contributed to the MEDITECH Profit Sharing Trust in December.

 3 monthsended on9 monthsended on
 Sep 30, 2011Sep 30, 2012Sep 30, 2011Sep 30, 2012
 



Net income$32,407,718$33,903,606$91,511,467$98,544,019
Average number of shares36,395,21636,758,10636,395,21636,758,106
Earnings per share$0.89$0.92$2.51$2.68

Page 7 of 11

6. Effective January 1, 2012 MEDITECH adopted the provisions of ASU 2011-05, Presentation of Comprehensive Income, which establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income is the total of net income and all other non-owner changes in equity including items such as net unrealized gains or losses on marketable securities classified as available for sale, foreign currency translation adjustments and minimum pension liability adjustments. In MEDITECH's case net income plus the change in net unrealized security gains or losses is shown as comprehensive income in the income statement.

7. MEDITECH follows the provisions of ASC 280-10, Segment Reporting. Based on the criteria set forth in ASC 280-10, MEDITECH currently operates in one operating segment, medical software and services. MEDITECH derives substantially all of its operating revenue from the sale and support of one group of similar products and services. All of MEDITECH's assets are located within the United States. The following table indicates the operating revenue percentage based on location of customer.

 3 monthsended on9 monthsended on
 Sep 30, 2011Sep 30, 2012Sep 30, 2011Sep 30, 2012
 



United States90%90%89%91%
Canada8%9%9%8%
All others2%1%2%1%

8. Effective December 15, 2011 MEDITECH adopted the provisions of ASC 350-20-35 Intangibles and Goodwill Impairment Evaluation - Qualitative Testing. An entity may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An evaluation shall assess relevant events and circumstances and should include, but are not limited to: a significant adverse change in legal factors or in industry/business climate, unanticipated competition, an adverse action or assessment by a regulator, or overall financial performance. If, after assessing the totality of such events and circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the first and second steps of the goodwill impairment test are unnecessary.

Page 8 of 11

Item 2 - Management's Discussion and Analysis of Operating Results and Financial Condition

Operating3 monthsended onPercent
ResultsSep 30, 2011Sep 30, 2012Change




Total revenue$141,054,763$152,110,9557.8%
Operating income48,188,96849,368,8212.5%
Net income32,407,71833,903,6064.6%
Average number of shares36,395,21636,758,1061.0%
Earnings per share$0.89$0.923.6%
Cash dividends per share$0.67$0.727.5%

Total revenue from both existing and new customers increased by $11.1 million. The increase was composed of $4.8 million in additional product revenue and $6.3 million in additional service revenue.

Operating expense increased by $9.9 million or 10.6% due primarily to additional staff related expenses. The resultant operating income increased by $1.2 million.

Other income increased by $3.9 million due primarily to gains on investments. Other expense decreased $0.2 million. The resultant pretax income increased by $5.3 million or 10.5%.

MEDITECH's effective tax rate increased from 35.7% to 39.1% due primarily to the current period's lack of research tax credit. Net income increased by $1.5 million due primarily to additional revenue.

Operating9 monthsended onPercent
ResultsSep 30, 2011Sep 30, 2012Change




Total revenue$401,117,902$446,981,87211.4%
Operating income135,750,408144,061,8196.1%
Net income91,511,46798,544,0197.7%
Average number of shares36,395,21636,758,1061.0%
Earnings per share$2.51$2.686.6%
Cash dividends per share$2.01$2.167.5%

Total revenue from both existing and new customers increased by $45.9 million. The increase was composed of $26.8 million in additional product revenue and $19.1 million in additional service revenue.

Operating expense increased by $37.6 million or 14.2% due primarily to additional staff related expenses. The resultant operating income increased by $8.3 million.

Other income increased by $7.5 million due primarily to gains on investments. Other expense decreased by $0.7 million. The resultant pretax income increased by $16.5 million or 11.6%.

MEDITECH's effective tax rate increased from 35.7% to 37.9% due primarily to the current period's lack of research tax credit. Net income increased by $7.0 million due primarily to additional revenue.

Page 9 of 11

Financial ConditionDec 31, 2011Sep 30, 2012



Working capital$298,770,284$339,028,313
Total assets596,101,938644,275,228
Total liabilities110,161,795108,868,241
Shareholder equity485,940,143535,406,987
Outstanding number of shares36,541,34836,785,201
Shareholder equity per share$13.30$14.55

Accrued expenses increased by $2.3 million during the first nine months primarily as a result of the payment of $43.8 million in bonuses applicable to 2011, offset by the accrual of $44.0 million in bonus expenses applicable to 2012.

At September 30, 2012 MEDITECH's cash, cash equivalents and marketable securities totaled $391.2 million. Marketable securities consisted of preferred and common equities. For the first nine months of 2012 cash flow from operations was $104.7 million, cash flow used in investing was $51.9 million and cash flow used in financing was $68.8 million. The payment of $79.3 million in dividends to shareholders was the primary use of cash generated by operating activities during the first nine months.

MEDITECH has no long-term debt. Shareholder equity at September 30, 2012 was $535.4 million. Management anticipates additions to fixed assets will continue, including new facilities and computer systems for product development, sales and marketing, implementation, service and administrative staff. Management believes existing cash, cash equivalents and marketable securities together with funds generated from operations will be sufficient to meet operating and capital expense requirements for the foreseeable future.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the market risk disclosed in MEDITECH's Annual Report on Form 10-K for the year ended December 31, 2011.

Item 4 - Controls and Procedures

An evaluation was conducted under the supervision and with the participation of MEDITECH's management, including the Chief Executive Officer and Chief Financial Officer, on the effectiveness of MEDITECH's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded MEDITECH's disclosure controls and procedures are effective at September 30, 2012 to ensure information requiring disclosure by MEDITECH in reports which it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There were no changes in MEDITECH's internal control over financial reporting occurring during the fiscal quarter covered by this report which have materially affected or are reasonably likely to materially affect MEDITECH's internal control over financial reporting.

Part II - Other Information

Item 1 - Legal Proceedings

None.

Page 10 of 11

Item 1A - Risk Factors

There have been no material changes from the risk factors disclosed in MEDITECH's Annual Report on Form 10-K for the year ended December 31, 2011.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

MEDITECH did not repurchase any of its shares of common stock during the 3rd quarter of 2012. However, during the 3rd quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions: 3,750 shares in July at $44 per share, 3,730 shares in August at $44 per share and 1,600 shares in September at $44 per share for a total of $399,520.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosures

Not applicable.

Item 5 - Other Information

None

Item 6 - Exhibits

Exhibit 3.1: MEDITECH's Articles of Organization, as amended to date, are incorporated by reference to an exhibit to the quarterly report on Form 10-Q for the quarter ended March 31, 2007.

Exhibit 3.2: MEDITECH's By-Laws, as amended to date, are incorporated by reference to an exhibit to the current report on Form 8-K filed on July 2, 2010.

Exhibit 31: Rule 13a-14(a) Certifications, Exhibit 32: Section 1350 Certifications and Exhibit 101: Interactive Data Files are appended to this report.

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, thereunto duly authorized.

Medical Information Technology, Inc.
(Registrant)

October 31, 2012
(Date)

Howard Messing, Chief Executive Officer and President
(Signature)

Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)

Page 11 of 11