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, 2010
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] 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]
There were 36,066,164 shares of Common Stock, $1.00 par value, outstanding at October 29, 2010.
Page 1 of 11
| Index to Form 10-Q | Page |
| Part I - Financial Information | |
| Item 1 - Financial Statements (Unaudited) | |
| Balance Sheet as of December 31, 2009 and September 30, 2010 | 3 |
| Income Statement for Three and Nine Months Ended September 30, 2009 and 2010 | 4 |
| Cash Flow Statement for Nine Months Ended September 30, 2009 and 2010 | 5 |
| Notes To Financial Statements | 6 |
| Item 2 - Management's Discussion and Analysis of Operating Results and Financial Condition | 9 |
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 10 |
| Item 4 - Controls and Procedures | 10 |
| Part II - Other Information | |
| Item 1 - Legal Proceedings | 11 |
| Item 1A - Risk Factors | 11 |
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3 - Defaults Upon Senior Securities | 11 |
| Item 4 - (Removed and Reserved) | 11 |
| Item 5 - Other Information | 11 |
| Item 6 - Exhibits | 11 |
| Signatures | 11 |
| Exhibit 31 - Rule 13a-14(a) Certifications | 12 |
| Exhibit 32 - Section 1350 Certifications | 14 |
Page 2 of 11
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheet as of December 31, 2009 and September 30, 2010
| Dec 31, 2009 | Sep 30, 2010 | |
| Cash and equivalents | $39,233,486 | $80,991,695 |
| Marketable securities | 188,182,594 | 184,750,862 |
| Accounts receivable, net of reserve | 49,821,769 | 55,376,556 |
| Deferred taxes | 13,126,466 | 13,292,881 |
| Current assets | 290,364,315 | 334,411,994 |
| Computer equipment | 10,042,859 | 10,218,393 |
| Furniture and fixtures | 42,985,481 | 45,326,501 |
| Buildings | 179,396,034 | 179,391,878 |
| Land | 33,407,959 | 33,407,959 |
| Accumulated depreciation | (102,027,244) | (105,607,099) |
| Fixed assets | 163,805,089 | 162,737,632 |
| Other assets | 12,510,412 | 11,628,736 |
| Total assets | $466,679,816 | $508,778,362 |
| Accounts payable | $155,731 | $4,619,907 |
| Taxes payable | 5,938,515 | 3,551,453 |
| Accrued expenses | 34,794,459 | 39,365,882 |
| Deferred revenue | 30,971,813 | 37,298,885 |
| Tax reserves | 14,418,983 | 15,416,983 |
| Total liabilities | 86,279,501 | 100,253,110 |
| Common stock, $1.00 par value, | ||
| authorized 40,000,000 shares, | ||
| issued and outstanding 35,822,426 | ||
| in 2009 and 36,066,164 in 2010 | 35,822,426 | 36,066,164 |
| Additional paid-in capital | 67,150,657 | 75,925,225 |
| Retained income | 259,442,204 | 271,371,274 |
| Unrealized security gain | 17,985,028 | 25,162,589 |
| Shareholder equity | 380,400,315 | 408,525,252 |
| Total liabilities and shareholder equity | $466,679,816 | $508,778,362 |
Page 3 of 11
Income Statement for Three and Nine Months Ended September 30, 2009 and 2010
| 3 months | ended on | 9 months | ended on | |
| Sep 30, 2009 | Sep 30, 2010 | Sep 30, 2009 | Sep 30, 2010 | |
| Product revenue | $41,679,314 | $60,102,900 | $124,895,838 | $158,221,188 |
| Service revenue | 54,713,355 | 58,368,348 | 161,668,878 | 172,487,834 |
| Total revenue | 96,392,669 | 118,471,248 | 286,564,716 | 330,709,022 |
| Operations, development | 46,365,524 | 51,759,868 | 139,032,443 | 150,786,268 |
| Selling, G & A | 20,487,361 | 25,387,433 | 60,989,073 | 72,744,544 |
| Operating expense | 66,852,885 | 77,147,301 | 200,021,516 | 223,530,812 |
| Operating income | 29,539,784 | 41,323,947 | 86,543,200 | 107,178,210 |
| Other income | 4,058,776 | 9,036,140 | 9,888,428 | 17,555,547 |
| Other expense | 1,730,399 | 1,702,729 | 5,394,659 | 5,265,835 |
| Pretax income | 31,868,161 | 48,657,358 | 91,036,969 | 119,467,922 |
| State income tax | 2,611,251 | 3,099,000 | 7,276,752 | 8,075,000 |
| Federal income tax | 8,770,756 | 13,601,000 | 25,684,269 | 34,691,000 |
| Income tax | 11,382,007 | 16,700,000 | 32,961,021 | 42,766,000 |
| Net income | $20,486,154 | $31,957,358 | $58,075,948 | $76,701,922 |
Page 4 of 11
Cash Flow Statement for Nine Months Ended September 30, 2009 and 2010
| 9 months | ended on | |
| Sep 30, 2009 | Sep 30, 2010 | |
| Net income | $58,075,948 | $76,701,922 |
| Depreciation expense | 7,406,263 | 7,455,146 |
| Write-down of marketable securities | 1,725,000 | 0 |
| Gain on sales of marketable securities | (41,799) | (4,642,028) |
| Deferred taxes on unrealized security gain | (1,952,961) | 0 |
| Change in accounts receivable | (140,747) | (5,554,787) |
| Change in accounts payable | 3,468,280 | 4,464,176 |
| Change in taxes payable | (732,847) | (2,387,062) |
| Change in accrued expenses | (4,145,645) | 4,571,423 |
| Change in deferred revenue | 4,840,260 | 6,327,072 |
| Change in deferred taxes and tax reserves | 910,982 | 831,585 |
| Net cash from operations | 69,413,530 | 87,767,447 |
| Purchases of marketable securities | (37,303,340) | (20,032,027) |
| Sales of marketable securities | 48,041,000 | 35,283,348 |
| Purchases of fixed assets | (2,257,521) | (6,387,689) |
| Change in other assets | (299,024) | 881,676 |
| Net cash from investing | 8,181,115 | 9,745,308 |
| Sales of common stock | 555,000 | 9,018,306 |
| Dividends paid | (67,468,134) | (64,772,852) |
| Net cash used in financing | (66,913,134) | (55,754,546) |
| Net change in cash and equivalents | 10,681,511 | 41,758,209 |
| Cash and equivalents at beginning | 12,964,756 | 39,233,486 |
| Cash and equivalents at end | $23,646,267 | $80,991,695 |
Page 5 of 11
Notes To 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, 2009 included in MEDITECH's Form 10-K filed on January 29, 2010. 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 Accounting Standards Codification (ASC) 260-10, Earnings per Share. ASC 260-10 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.
| 3 months | ended on | 9 months | ended on | |
| Sep 30, 2009 | Sep 30, 2010 | Sep 30, 2009 | Sep 30, 2010 | |
| Net income | $20,486,154 | $31,957,358 | $58,075,948 | $76,701,922 |
| Average number of shares | 35,699,093 | 36,039,082 | 35,699,093 | 36,039,082 |
| Earnings per share | $0.57 | $0.89 | $1.63 | $2.13 |
The average number of shares outstanding during the periods reflects the issuance of 15,000 shares sold to a Director in February 2009 and the issuance of 243,738 shares in February 2010 pursuant to the 2004 Stock Purchase Plan.
3. MEDITECH follows the provisions of ASC 320-10, Investments - Debt and Equity Securities. ASC 320-10 requires companies to classify their investments as trading, available-for-sale or held-to-maturity. MEDITECH's marketable securities consist of common and preferred equities which have been classified as available-for-sale. These are recorded in the financial statements at fair value, and any unrealized gains or losses, net of tax, are reported as a component of shareholder equity. The fair value of marketable securities 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 other-than-temporary. If the decline in fair value is 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.
Beginning in the fourth quarter of 2008, MEDITECH began to evaluate its preferred securities for other-than-temporary impairment using an impairment model consistent with a debt security. This change in practice is in accordance with new accounting guidance related to these instruments, issued in a letter from the SEC to the FASB, dated October 14, 2008. Unlike equity securities, which use a "near term" period of recoverability when assessing impairment (usually six months), the assessment period for impairment of debt securities is dependent on the investor's ability and intent to hold the security until recovery, as well as an evaluation of the credit worthiness of the issuer.
Page 6 of 11
Effective April 1, 2009 MEDITECH adopted the provisions of ASC 320-10-35, Subsequent Measurement. ASC 320-10-35 changes existing accounting requirements under ASC 320-10 for measuring such impairment of debt securities, adds new disclosures, and extends disclosure requirements to interim reporting periods.
At September 30, 2010 MEDITECH's marketable securities had an adjusted cost basis of $159,588,273 and a fair value of $184,750,862. The difference included gross unrealized gains of $26,316,579 and gross unrealized losses of $1,153,990, all of which have been accounted for within comprehensive income. The unrealized losses consist of 6 securities each of which loss is less than 5% of the originally paid cost.
MEDITECH has evaluated the unrealized losses as of September 30, 2010 in accordance with this new guidance, and has concluded that the unrealized losses are temporary in nature. The factors that MEDITECH considered included the severity and duration of the loss, MEDITECH's intent and ability to hold these securities for an extended period of time until recovery, and that all of the issuers are current on dividend payments and maintain investment grade ratings. MEDITECH also considered the effect of fluctuating interest rates, current economic and industry conditions, and the issuers' current financial position in order to reach its conclusion that these impairments were temporary at September 30, 2010. MEDITECH continues to evaluate whether the situation warrants further write-downs.
4. MEDITECH follows the provisions of ASC 220-10, Comprehensive Income. ASC 220-10 establishes standards for reporting and display of 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.
| 3 months | ended on | 9 months | ended on | |
| Sep 30, 2009 | Sep 30, 2010 | Sep 30, 2009 | Sep 30, 2010 | |
| Net income | $20,486,154 | $31,957,358 | $58,075,948 | $76,701,922 |
| Net unrealized security (loss) gain | 14,482,337 | 16,873,922 | 19,981,153 | 7,177,561 |
| Comprehensive income | $34,968,491 | $48,831,280 | $78,057,101 | $83,879,483 |
5. MEDITECH follows the provisions of ASC 323-10, Investments - Equity Method and Joint Ventures, and as such, accounts for the equity investments in LSS Data Systems Inc. and MEDITECH South Africa in accordance with the cost method. Both companies license MEDITECH's software technology and re-license it to their respective customers. Each serves a market niche which is part of the overall medical market but is outside of the hospital market which MEDITECH serves. Included in these investments are the $1,720,000 balance on a mortgage note from LSS Data Systems Inc. and the $1,040,000 balance on a mortgage note from MEDITECH South Africa, both of which are fully collateralized by land and buildings owned and occupied as corporate headquarters by the borrowers. MEDITECH believes the fair value of these investments which are included in other assets approximates its carrying value of $6,787,561 at September 30, 2010.
Page 7 of 11
During the 2nd quarter 2007 MEDITECH acquired Patient Care Technologies, Inc. (PtCT), a company engaged in the development, manufacture and licensing of computer software products and their support for the home health care market. The financial statements for 2007 through 2009 are presented on a consolidated basis. MEDITECH accounted for this acquisition under the purchase method of accounting in accordance with ASC 805-10, Business Combinations. The values of assets acquired and liabilities assumed, including the identified intangibles, such as developed technology and backlog, and unidentified intangibles are based upon management's estimates of fair value as of the date of acquisition. An acquired deferred tax asset was also recognized to reflect the carryforward of net operating losses expected to be realized.
The identified intangibles were valued at $5,977,801, are being amortized over their 7 year useful lives and are included in other assets. A deferred tax liability was recognized to reflect the tax effect of these identified intangibles as such amounts are not deductible for tax purposes. The unidentified intangibles were valued at $1,211,786, are not amortizable and are also included in other assets. This amount is evaluated annually for impairment. No indicators of impairment were noted at September 30, 2010.
PtCT merged with and into MEDITECH effective December 31, 2009. Therefore, financial statements for 2010 and beyond are no longer presented on a consolidated basis.
6. MEDITECH follows the provisions of ASC 740-10, Accounting for Income Taxes. Based on the criteria set forth in ASC 740-10, MEDITECH's tax reserves amounted to potential tax assessments of $4,364,877 plus interest and penalties of $10,054,106 at December 31, 2009 and have not changed materially at September 30, 2010. These reserves relate to research tax credit, domestic production activities deduction, and state nexus. The years 2006 through 2009 are subject to examination by the IRS, and various years are subject to examination by state tax authorities.
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 months | ended on | 9 months | ended on | |
| Country | Sep 30, 2009 | Sep 30, 2010 | Sep 30, 2009 | Sep 30, 2010 |
| United States | 85% | 90% | 86% | 88% |
| Canada | 12% | 9% | 11% | 9% |
| All others | 3% | 1% | 3% | 3% |
8. Effective January 1, 2008, MEDITECH adopted the provisions of ASC 820-10, Fair Value Measurement and Disclosures. ASC 820-10 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 full quantitative disclosure is provided under footnote 3.
Page 8 of 11
Item 2 - Management's Discussion and Analysis of Operating Results and Financial Condition
| Operating | 3 months | ended on | Percent |
| Results | Sep 30, 2009 | Sep 30, 2010 | Change |
| Total revenue | $96,392,669 | $118,471,248 | 22.9% |
| Operating income | 29,539,784 | 41,323,947 | 39.9% |
| Net income | 20,486,154 | 31,957,358 | 56.0% |
| Average number of shares | 35,699,093 | 36,039,082 | 0.9% |
| Earnings per share | $0.57 | $0.89 | 54.5% |
| Cash dividends per share | $0.63 | $0.60 | (4.8%) |
Total revenue from both existing and new customers increased by $22.1 million. The increase was composed of $18.4 million in additional product revenue and $3.7 million in additional service revenue.
Operating expense increased by $10.3 million or 15.4% due primarily to additional staff and bookings related expenses. The resultant operating income increased by $11.8 million.
Other income increased by $5.0 million due primarily to investment gains. Other expense remained the same. The resultant pretax income increased by $16.8 million or 52.7%.
MEDITECH's effective tax rate decreased from 35.7% to 34.3% due primarily to no income taxes on investment gains partially offset by the lack of research tax credit. Net income increased by $11.5 million due primarily to additional revenue.
| Operating | 9 months | ended on | Percent |
| Results | Sep 30, 2009 | Sep 30, 2010 | Change |
| Total revenue | $286,564,716 | $330,709,022 | 15.4% |
| Operating income | 86,543,200 | 107,178,210 | 23.8% |
| Net income | 58,075,948 | 76,701,922 | 32.1% |
| Average number of shares | 35,699,093 | 36,039,082 | 0.9% |
| Earnings per share | $1.63 | $2.13 | 30.7% |
| Cash dividends per share | $1.89 | $1.80 | (4.8%) |
Total revenue from both existing and new customers increased by $44.1 million. The increase was composed of $33.3 million in additional product revenue and $10.8 million in additional service revenue.
Operating expense increased by $23.5 million or 11.8% due primarily to additional staff and bookings related expenses. The resultant operating income increased by $20.6 million.
Other income increased by $7.7 million due primarily to the current period's investment gains. Other expense decreased slightly. The resultant pretax income increased by $28.4 million or 31.2%.
MEDITECH's effective tax rate decreased from 36.2% to 35.8% due primarily to no income taxes on the current period's investment gains partially offset by the lack of research tax credit. Net income increased by $18.6 million due primarily to additional revenue.
Page 9 of 11
| Financial Condition | Dec 31, 2009 | Sep 30, 2010 |
| Working capital | $204,084,814 | $234,158,884 |
| Total assets | 466,679,816 | 508,778,362 |
| Total liabilities | 86,279,501 | 100,253,110 |
| Shareholder equity | 380,400,315 | 408,525,252 |
| Outstanding number of shares | 35,822,426 | 36,066,164 |
| Shareholder equity per share | $10.62 | $11.33 |
Accounts payable increased by $4.5 million during the first 9 months primarily because no payroll tax withholding was outstanding at December 31, 2009 while $3.6 million was outstanding at September 30, 2010.
Taxes payable decreased by $2.4 million during the first 9 months primarily as a result of federal and state tax payment schedule requirements.
Accrued expenses increased by $4.6 million during the first 9 months primarily as a result of the payment of $28.2 million in bonuses applicable to 2009, offset by the accrual of $31.8 million in bonus expenses applicable to 2010.
Deferred revenue increased by $6.3 million during the first 9 months primarily as a result of a $80.7 addition to product backlog for which a 10% deposit was received.
At September 30, 2010 MEDITECH's cash, cash equivalents and marketable securities totaled $265.7 million. Marketable securities consisted of preferred and common equities. For the first 9 months of 2010 cash flow from operations was $87.8 million, cash flow from investing was $9.7 million and cash flow used in financing was $55.8 million which includes the payment of $64.8 million in dividends to shareholders. MEDITECH has no long-term debt. Shareholder equity at September 30, 2010 was $408.5 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, 2009.
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, 2010 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 af fect MEDITECH's internal control over financial reporting.
Page 10 of 11
Part II - Other Information
Item 1 - Legal Proceedings
None.
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, 2009.
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 2010. However, during the 3rd quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions: 985 shares in July at $38 per share, 5,540 shares in August at $38 per share and 1,659 shares in September at $39 per share for a total of $312,651.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - (Removed and Reserved)
Item 5 - Other Information
On April 26, 2010 the Board of Directors voted to elect Howard Messing as MEDITECH's Chief Executive Officer subject to and effective upon the approval by shareholders of the amendment of the By-Laws at a Special Shareholder meeting which took place on Jun 28, 2010. Mr. Messing whose age is 57 has been the President and Chief Operating Officer since 2002, served as the Executive Vice President prior to that, and has been with MEDITECH since 1974. There is no family relationship between Mr. Messing and any other directors or officers of MEDITECH, and there have been no transactions nor are there any proposed transactions between the Company and Mr. Messing that would require disclosure pursuant to Item 404(a) of Regulation S-K.
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 and Exhibit 32: Section 1350 Certifications 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 29, 2010
(Date)
Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)
Page 11 of 11
