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EX-32 - SECTION 1350 CERTIFICATIONS - Medical Information Technology, Inc.ex32.htm
EX-31 - RULE 13A-14(A) CERTIFICATIONS - Medical Information Technology, Inc.ex31.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 JUNE 30, 2016

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 37,190,854 shares of Common Stock, $1.00 par value, outstanding at June 30, 2016.

Page 1 of 11

Index to Form 10-QPage


Part I - Financial Information 
   Item 1 - Financial Statements (Unaudited) 
      Balance Sheets - December 31, 2015 and June 30, 20163
      Statements of Income and Comprehensive Income - Three and Six Months 
         Ended on June 30, 2015 and 20164
      Statements of Cash Flow - Six Months Ended on June 30, 2015 and 20165
      Notes to 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 - Financial Statements (Unaudited)

Balance Sheets
December 31, 2015 and June 30, 2016

 Dec 31, 2015Jun 30, 2016
 

Cash and equivalents$23,565,899$17,766,621
Marketable securities328,571,476343,584,475
Trade receivables, net of reserve40,487,64637,808,412
Other receivables and prepaid14,237,96417,289,694
 

  Current assets406,862,985416,449,202
 

Computer equipment14,624,94614,051,904
Furniture and fixtures73,728,40672,455,281
Buildings251,283,833250,847,188
Land42,137,32342,948,060
Accumulated depreciation(157,393,862)(160,403,789)
 

  Fixed assets224,380,646219,898,644
 

Other assets12,226,14611,485,202
Deferred taxes9,009,8658,965,576
 

  Total assets$652,479,642$656,798,624
 

   
Accounts payable$284,460$296,777
Taxes payable3,920,2121,767,084
Accrued expenses39,781,12329,736,575
Deferred revenue21,544,14125,922,009
 

  Current liabilities65,529,93657,722,445
   
Deferred taxes31,495,71239,830,261
Tax reserves17,024,93618,341,363
 

  Total liabilities114,050,584115,894,069
 

Common stock, $1.00 par value, authorized  
  40,000,000 shares, issued and outstanding  
  37,190,854 shares in 2015 and 201637,190,85437,190,854
Additional paid-in capital122,907,959122,907,959
Retained income336,362,911325,466,584
Unrealized after-tax security gains41,967,33455,339,158
 

  Shareholder equity538,429,058540,904,555
 

  Total liabilities and shareholder equity$652,479,642$656,798,624
 


Page 3 of 11

Statements of Income and Comprehensive Income
Three and Six Months Ended on June 30, 2015 and 2016

 3 monthsended on6 monthsended on
 Jun 30, 2015Jun 30, 2016Jun 30, 2015Jun 30, 2016
 



Product revenue$36,497,226$36,700,769$69,792,136$71,091,636
Service revenue80,638,69184,025,974160,389,268167,561,390
 



  Total revenue117,135,917120,726,743230,181,404238,653,026
 



Operations, development76,012,11075,936,611150,168,878151,956,713
Selling, G & A24,863,99626,660,25048,808,16852,573,350
 



  Operating expense100,876,106102,596,861198,977,046204,530,063
 



  Operating income16,259,81118,129,88231,204,35834,122,963
 



Other income8,178,9686,768,51624,637,68520,074,239
Other expense1,817,1361,531,5233,750,6702,974,871
 



  Pretax income22,621,64323,366,87552,091,37351,222,331
 



State income tax726,0001,325,0001,741,0003,672,000
Federal income tax4,642,0005,802,00013,321,00012,330,000
 



  Income tax5,368,0007,127,00015,062,00016,002,000
 



  Net income$17,253,643$16,239,875$37,029,373$35,220,331
     
Change in unrealized after-tax security gains(5,518,518)6,502,550(17,479,008)13,371,824
 



  Comprehensive income$11,735,125$22,742,425$19,550,365$48,592,155
 




Page 4 of 11

Statements of Cash Flow
Six Months Ended on June 30, 2015 and 2016

 6 monthsended on
 Jun 30, 2015Jun 30, 2016
 

Net income$37,029,373$35,220,331
Depreciation and amortization expense7,613,2297,639,218
Pre-tax gain on sale of marketable securities(13,821,395)(10,114,468)
Pre-tax gain on sale of fixed assets(29,000)0
Change in trade receivable, net of reserve587,2652,679,234
Change in other receivables and prepaid1,327,688(3,051,730)
Change in accounts payable524,80512,317
Change in taxes payable(949,017)(2,153,128)
Change in accrued expenses(19,528,919)(10,044,548)
Change in deferred revenue6,227,6504,377,868
Change in net deferred taxes1,808,902(535,710)
Change in tax reserves(3,366,446)1,316,427
 

  Net cash from operations17,424,13525,345,811
 

Purchases of marketable securities0(16,575,606)
Sales of marketable securities54,443,40633,963,448
Purchases of fixed assets(7,094,137)(2,594,716)
Sales of fixed assets124,8000
Change in other assets443,330178,443
 

  Net cash from investing47,917,39914,971,569
 

Dividends paid(50,545,561)(46,116,658)
 

  Net cash used in financing(50,545,561)(46,116,658)
 

Net change in cash and equivalents14,795,973(5,799,278)
Cash and equivalents at beginning21,089,88723,565,899
 

  Cash and equivalents at end$35,885,860$17,766,621
 


Page 5 of 11

Notes To Financial Statements

Note 1. Significant Accounting Policies

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, 2015 included in MEDITECH's Form 10-K filed on January 29, 2016. 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.

Note 2. Available For Sale Securities

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 after-tax gains or losses 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, comprised of common and preferred stock, 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 original cost, unrealized pre-tax gains and losses, and fair market value of MEDITECH's marketable securities using specific identification. The unrealized after-tax gains and losses have been accounted for within comprehensive income. There are no pre-tax losses as of June 30, 2016.

 Dec 31, 2015Jun 30, 2016
 

Original cost$258,625,920$251,352,546
Unrealized pre-tax gains70,995,01192,231,929
Unrealized pre-tax losses(1,049,455)0
 

Fair market value$328,571,476$343,584,475
 


Page 6 of 11

Note 3. Equity Method Investments

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 health care 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 June 30, 2016 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. LSS merged with and into MEDITECH effective December 31, 2013.

MEDITECH follows the provisions of ASC 350-20-35 Intangibles and Goodwill Impairment Evaluation - Qualitative Testing. MEDITECH annually assesses qualitative factors of its goodwill and intangible assets for impairment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The evaluation assesses all relevant economic, industry, regulatory, and legal facts and circumstances as well as overall performance. If, after assessing the totality of such facts and circumstances, MEDITECH determines that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount, then no further goodwill impairment testing is necessary.

Note 4. Income Tax Accounting

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. They also relate to the increase in fair market value over the cost basis of marketable securities. Tax reserves relate to the uncertainty of state nexus. Key judgments are reviewed annually and adjusted to reflect current assessments. The years 2013 through 2015 are subject to examination by the IRS, and various years are subject to examination by state tax authorities.

The research tax credit was not utilized during the first 3 quarters of 2015 in determining the federal income tax. Congress permanently restored the research tax credit in the 4th quarter 2015 and MEDITECH has reflected the tax credit in the federal income tax provision thereafter.

Note 5. Earnings Per Share

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. In general, 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.

Page 7 of 11

 3 monthsended on6 monthsended on
 Jun 30, 2015Jun 30, 2016Jun 30, 2015Jun 30, 2016
 



Net income$17,253,643$16,239,875$37,029,373$35,220,331
Average number of shares37,165,85437,190,85437,165,85437,190,854
Earnings per share$0.46$0.44$1.00$0.95

Note 6. Comprehensive Income Presentation

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 unrealized after-tax 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 unrealized after-tax security gains is shown as comprehensive income in the income statement.

 3 monthsended on6 monthsended on
 Jun 30, 2015Jun 30, 2016Jun 30, 2015Jun 30, 2016
 



Unrealized after-tax gains arising during the    
  period on securities existing at period end(4,063,887)7,600,775(9,415,797)20,531,003
     
Unrealized after-tax gains arising before the    
  period on securities sold during the period(1,454,631)(1,098,225)(8,063,211)(7,159,180)
 



Change in unrealized after-tax security gains(5,518,518)6,502,550(17,479,008)13,371,824

Note 7. Segment Reporting

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 most 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 on6 monthsended on
 Jun 30, 2015Jun 30, 2016Jun 30, 2015Jun 30, 2016
 



United States87%88%88%88%
Canada12%10%11%10%
All others1%2%1%2%

Note 8. Recent Accounting Pronouncement

Effective January 1, 2016 MEDITECH adopted ASU 2015-17, Income Taxes, Balance Sheet, Classification of Deferred Taxes. This update provides for a simplified presentation of deferred income tax assets and liabilities to be now classified as noncurrent and adopted retrospectively.

Page 8 of 11

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

Operating3 monthsended onPercent
ResultsJun 30, 2015Jun 30, 2016Change




Total revenue$117,135,917$120,726,7433.1%
Operating income16,259,81118,129,88211.5%
Net income17,253,64316,239,875(5.9%)
Average number of shares37,165,85437,190,8540.1%
Earnings per share$0.46$0.44(5.9%)
Cash dividends per share$0.68$0.62(8.8%)

Total revenue from both existing and new customers increased by $3.6 million, composed of a $0.2 million addition in product revenue and a $3.4 million addition in service revenue.

Operating expense increased by $1.7 million or 1.7% due primarily to higher staff related expenses. The resultant operating income increased by $1.9 million.

Other income decreased by $1.4 million due primarily to lower realized pre-tax marketable securities gains. Other expense decreased by $0.3 million. The resultant pre-tax income increased by $0.7 million or 3.3%.

MEDITECH's effective tax rate increased from 23.7% to 30.5% due primarily to the prior period's reduced tax reserve. Net income decreased by $1.0 million due primarily to lower realized after-tax marketable securities gains.

Operating6 monthsended onPercent
ResultsJun 30, 2015Jun 30, 2016Change




Total revenue$230,181,404$238,653,0263.7%
Operating income31,204,35834,122,9639.4%
Net income37,029,37335,220,331(4.9%)
Average number of shares37,165,85437,190,8540.1%
Earnings per share$1.00$0.95(4.9%)
Cash dividends per share$1.36$1.24(8.8%)

Total revenue from both existing and new customers increased by $8.5 million, composed of a $1.3 million addition in product revenue and a $7.2 million addition in service revenue.

Operating expense increased by $5.6 million or 2.8% due primarily to higher staff related expenses. The resultant operating income increased by $2.9 million.

Other income decreased by $4.6 million due primarily to lower realized pre-tax marketable securities gains. Other expense decreased by $0.8 million. The resultant pretax income decreased by $0.9 million or 1.7%.

MEDITECH's effective tax rate increased from 28.9% to 31.2% due primarily to the prior period's reduced tax reserve. Net income decreased by $1.8 million due primarily to lower realized after-tax marketable securities gains.

Page 9 of 11

Financial ConditionDec 31, 2015Jun 30, 2016



Working capital$341,433,049$358,726,757
Total assets652,479,642656,798,624
Total liabilities114,050,584115,894,069
Shareholder equity538,429,058540,904,555
Outstanding number of shares37,190,85437,190,854
Shareholder equity per share$14.48$14.54

Accrued expenses decreased by $10.0 million during the period due primarily to the payment of $32.5 million in bonuses applicable to 2015 offset by the accrual of $21.3 million in bonus expenses applicable to 2016.

Deferred tax liabilities increased by $8.3 million during the period due primarily to a larger unrealized after-tax gain of marketable securities.

At June 30, 2016 MEDITECH's cash, cash equivalents and marketable securities totaled $361.4 million. Marketable securities consisted of preferred and common equities. For the first six months of 2016 cash flow from operations was $25.3 million, cash flow from investing was $15.0 million and cash flow used in financing was $46.1 million. The payment of $46.1 million in dividends to shareholders was the primary use of cash generated by operating and investing activities during the period.

MEDITECH has no long-term debt. Shareholder equity at June 30, 2016 was $540.9 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, 2015.

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, the Chief Executive Officer and Chief Financial Officer have concluded MEDITECH's disclosure controls and procedures are effective at June 30, 2016 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, 2015.

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

MEDITECH did not repurchase any of its shares of common stock during the 2nd quarter of 2016. However, during the 2nd quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions: 6,430 shares in April at $45 per share, 18,503 shares in May at $45 per share and 11,425 shares in June at $45 per share for a total of $1,636,110.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosures

Not applicable.

Item 5 - Other Information

At the July 25, 2016 MEDITECH Board of Director meeting Roland Driscoll resigned as a director effective simultaneously with the election of his successor, Stuart Lefthes.

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)

July 29, 2016
(Date)

Howard Messing, Chief Executive Officer and President
(Signature)

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

Page 11 of 11