Medical Information Technology 10-Q 2013 Q3 Quarterly report

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, 2013

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 37,115,854 shares of Common Stock, $1.00 par value, outstanding at September 30, 2013.

Page 1 of 13

Index to Form 10-Q	Page
Part I - Financial Information
Item 1 - Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet - December 31, 2012 and September 30, 2013	3
Consolidated Income Statement - Three and Nine Months Ended on
September 30, 2012 and 2013	4
Consolidated Cash Flow Statement - Nine Months Ended on
September 30, 2012 and 2013	5
Notes to Consolidated Financial Statements	6
Item 2 - Management's Discussion and Analysis of Operating Results and
Financial Condition	10
Item 3 - Quantitative and Qualitative Disclosures About Market Risk	11
Item 4 - Controls and Procedures	11
Part II - Other Information
Item 1 - Legal Proceedings	12
Item 1A - Risk Factors	12
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3 - Defaults Upon Senior Securities	12
Item 4 - Mine Safety Disclosures	12
Item 5 - Other Information	13
Item 6 - Exhibits	13
Signatures	13

Page 2 of 13

Part I - Financial Information

Item 1 - Consolidated Financial Statements (Unaudited)

Consolidated Balance Sheet

December 31, 2012 and September 30, 2013

	Dec 31, 2012	Sep 30, 2013
Cash and equivalents	$55,248,919	$36,091,921
Marketable securities	329,655,272	367,268,049
Trade receivables, net of reserve	48,250,846	51,238,187
Other receivables and prepaid	4,756,102	13,899,226
Deferred taxes	9,457,643
Current assets	447,368,782	468,497,383
Computer equipment	14,245,358	13,065,949
Furniture and fixtures	64,611,731	66,582,357
Buildings	189,997,036	218,063,559
Land	40,329,565	42,863,565
Accumulated depreciation	(125,994,543)	(130,048,314)
Fixed assets	183,189,147	210,527,116
Other assets	16,630,096	15,085,833
Deferred taxes		7,215,322
Total assets	$647,188,025	$701,325,654
Accounts payable	$136,846	$729,962
Taxes payable	4,863,915	0
Accrued expenses	55,098,832	53,074,077
Deferred revenue	31,512,690	47,704,679
Deferred Taxes		9,296,565
Current Liabilities	91,612,283	110,805,283
Tax reserves	17,779,175	20,925,288
Total liabilities	109,391,458	131,730,571
Common stock, $1.00 par value,
authorized 40,000,000 shares,
issued and outstanding 36,935,201
in 2012 and 37,115,854 in 2013	36,935,201	37,115,854
Additional paid-in capital	111,659,227	119,607,959
Retained income	333,185,351	345,290,740
Unrealized security gains, net of tax	56,016,788	67,580,530
Shareholder equity	537,796,567	569,595,083
Total liabilities and shareholder equity	$647,188,025	$701,325,654

Page 3 of 13

Consolidated Income Statement

Three and Nine Months Ended on September 30, 2012 and 2013

	3 months	ended on	9 months	ended on
	Sep 30, 2012	Sep 30, 2013	Sep 30, 2012	Sep 30, 2013
Product revenue	$80,375,465	$61,638,654	$237,248,080	$208,698,095
Service revenue	71,735,490	76,782,991	209,733,792	224,940,401
Total revenue	152,110,955	138,421,645	446,981,872	433,638,496
Operations, development	71,576,983	67,524,187	210,580,530	215,259,291
Selling, G & A	31,165,151	31,801,269	92,339,523	93,287,399
Operating expense	102,742,134	99,325,456	302,920,053	308,546,690
Operating income	49,368,821	39,096,189	144,061,819	125,091,806
Other income	7,879,766	7,556,352	19,247,257	16,128,574
Other expense	1,532,981	1,670,641	4,575,057	4,467,874
Pretax income	55,715,606	44,981,900	158,734,019	136,752,506
State income tax	4,420,000	837,363	11,470,000	7,206,363
Federal income tax	17,392,000	12,337,569	48,720,000	34,065,569
Income tax	21,812,000	13,174,932	60,190,000	41,271,932
Net income	$33,903,606	$31,806,968	$98,544,019	$95,480,574
Change in net unrealized gains	115,649	(7,656,970)	19,717,604	11,563,741
Comprehensive income	$34,019,255	$24,149,998	$118,261,623	$107,044,315

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Consolidated Cash Flow Statement

Nine Months Ended on September 30, 2012 and 2013

	9 months	ended on
	Sep 30, 2012	Sep 30, 2013
Net income	$98,544,019	$95,480,574
Depreciation expense	8,891,803	9,477,241
Gain on sale of marketable security	(11,061,656)	(2,544,113)
Gain on sale of fixed assets		(44,000)
Deferred taxes on unrealized security gain	(5,379,213)
Change in trade receivables, net of reserve	10,234,782	(2,987,340)
Change in other receivables and prepaid	636,827	(6,880,736)
Change in accounts payable	1,571,115	593,116
Change in taxes payable	(42,857)	(7,126,306)
Change in accrued expenses	2,269,227	(2,024,755)
Change in deferred revenue	(5,793,073)	16,191,989
Change in deferred taxes	4,119,386	952,774
Change in tax reserves	702,034	3,146,113
Net cash from operations	104,692,395	104,234,557
Purchases of marketable securities	(70,191,915)	(20,937,683)
Sales of marketable securities	36,352,980	8,018,872
Purchases of fixed assets	(19,660,444)	(36,831,210)
Sales of fixed assets		60,000
Change in other assets	1,559,826	1,544,263
Net cash used in investing	(51,939,553)	(48,145,758)
Sales of common stock	10,485,679	8,129,385
Dividends paid	(79,280,458)	(83,375,182)
Net cash used in financing	(68,794,779)	(75,245,797)
Net change in cash and equivalents	(16,041,939)	(19,156,998)
Cash and equivalents at beginning	59,847,020	55,248,919
Cash and equivalents at end	$43,805,081	$36,091,921

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Notes To Consolidated 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, 2012 included in MEDITECH's Form 10-K filed on January 31, 2013. 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.

Revenue Recognition Adjustments

MEDITECH evaluated the accounting for revenue recognition and subsequently determined certain revenues and associated expenses, including other identified errors, were not calculated correctly. Such cumulative errors were not material on a quantitative or qualitative basis using both the roll-over and iron-curtain methods as defined in SAB No. 108. At September 30, 2013 the error correction amounted to adjustments to total revenue, operating expense, pretax income and net income and is not considered material to current or prior consolidated financial statements. Such error correction adjustments are as follows.

Error Correction	3 months ended	9 months ended
Adjustments	Sep 30, 2013	Sep 30, 2013
Total Revenue	(5,456,000)	(17,263,000)
Operating Expense	(5,049,000)	(4,963,000)
Pretax Income	(412,000)	(12,305,000)
Net Income	1,303,000	(4,928,000)

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 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.

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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. The unrealized gains and the unrealized losses have been accounted for within comprehensive income. MEDITECH has evaluated the unrealized losses as of September 30, 2013 and has concluded that the unrealized losses are temporary in nature.

	Dec 31, 2012	Sep 30, 2013
Cost net of write-downs	$272,879,085	$288,342,010
Unrealized gains	58,012,812	79,696,811
Unrealized losses	(1,236,625)	(770,772)
Fair market value	$329,655,272	$367,268,049

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 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, 2013 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.

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.

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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 domestic production activities deduction and state nexus. Key judgments are reviewed annually and adjusted to reflect current assessments. The years 2010 through 2012 are subject to examination by the IRS, and various years are subject to examination by state tax authorities.

No R&D tax credit was taken in 2012. The amount recently reinstated for all of 2012 has been reflected in the 1st quarter of 2013 which has significantly reduced the effective tax rate.

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. The increase in 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 months	ended on	9 months	ended on
	Sep 30, 2012	Sep 30, 2013	Sep 30, 2012	Sep 30, 2013
Net income	$33,903,606	$31,806,968	$98,544,019	$95,480,574
Average number of shares	36,758,106	37,095,781	36,758,106	37,095,781
Earnings per share	$0.92	$0.86	$2.68	$2.57

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 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.

	3 months	ended on	9 months	ended on
	Sep 30, 2012	Sep 30, 2013	Sep 30, 2012	Sep 30, 2013
Change in unrealized holding gains	$438,953	($6,102,986)	$20,040,908	$13,117,724
Reclassification of realized gains	(323,304)	(1,553,983)	(323,304)	(1,553,983)
Change in net unrealized gains	$115,649	($7,656,970)	$19,717,604	$11,563,741

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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 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
	Sep 30, 2012	Sep 30, 2013	Sep 30, 2012	Sep 30, 2013
United States	90%	89%	91%	89%
Canada	9%	10%	8%	10%
All others	1%	1%	1%	1%

Note 8. Recent Accounting Pronouncement

In May 2014, the FASB issued updated accounting guidance on revenue recognition. This update provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance is effective for annual reporting periods, and any interim periods within those annual periods, that begin after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. Accordingly, the standard is effective for the Company on January 1, 2017. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its financial statements and related disclosures.

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

Operating	3 months	ended on	Percent
Results	Sep 30, 2012	Sep 30, 2013	Change
Total revenue	$152,110,955	$138,421,645	(9.0%)
Operating income	49,368,821	39,096,189	(20.8%)
Net income	33,903,606	31,806,968	(6.2%)
Average number of shares	36,758,106	37,095,781	0.9%
Earnings per share	$0.92	$0.86	(7.0%)
Cash dividends per share	$0.72	$0.75	4.2%

Total revenue from both existing and new customers decreased by $13.7 million. The decrease was composed of a $18.7 million reduction in product revenue offset by a $5.0 million addition in service revenue.

Operating expense decreased by $3.4 million or 3.3% due primarily to a reduction of staff related expenses. The resultant operating income decreased by $10.3 million.

Other income decreased by $0.3 million due primarily to the prior period's investment gain. Other expense increased $0.1 million. The resultant pretax income decreased by $10.7 million or 19.3%.

MEDITECH's effective tax rate decreased from 39.1% to 29.3% due primarily to the reduced investment gain tax and the current period's inclusion of R&D tax credit. Net income decreased by $2.1 million due primarily to lower operating profit partially offset by lower taxes.

Operating	9 months	ended on	Percent
Results	Sep 30, 2012	Sep 30, 2013	Change
Total revenue	$446,981,872	$433,638,496	(3.0%)
Operating income	144,061,810	125,091,806	(13.2%)
Net income	98,544,019	95,480,574	(3.1%)
Average number of shares	36,758,106	37,095,781	0.9%
Earnings per share	$2.68	$2.57	(4.0%)
Cash dividends per share	$2.16	$2.25	4.2%

Total revenue from both existing and new customers decreased by $13.3 million. The decrease was composed of a $28.6 million reduction in product revenue offset by a $15.3 million addition in service revenue.

Operating expense increased by $5.6 million or 1.9% due primarily to additional staff related expenses. The resultant operating income decreased by $19.0 million.

Other income decreased by $3.1 million due primarily to the prior period's investment gain. Other expense decreased $0.1 million. The resultant pretax income decreased by $22.0 million or 13.8%.

MEDITECH's effective tax rate decreased from 37.9% to 30.2% due primarily to the current period's inclusion of 2012's R&D tax credit. Net income decreased by $3.1 million due primarily to lower operating profit mostly offset by lower taxes.

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Financial Condition	Dec 31, 2012	Sep 30, 2013
Working capital	$355,756,499	$357,692,100
Total assets	647,188,025	701,325,654
Total liabilities	109,391,458	131,730,571
Shareholder equity	537,796,567	569,595,083
Outstanding number of shares	36,935,201	37,115,854
Shareholder equity per share	$14.56	$15.35

Other receivables and prepaid, taxes payable and deferred revenue have all changed in concert with revisions to the composition of certain revenue and associated expense.

Accrued expenses decreased by $2.0 million during the period primarily as a result of the payment of $47.6 million in bonuses applicable to 2012, offset by the accrual of $44.0 million in bonus expenses applicable to 2013.

Deferred taxes changed from a net asset to a net liability, a difference of $11.5 million, during the period primarily as a result of an increase in fair market value of marketable securities.

At September 30, 2013 MEDITECH's cash, cash equivalents and marketable securities totaled $403.4 million. Marketable securities consisted of preferred and common equities. For the first nine months of 2013 cash flow from operations was $104.2 million, cash flow used in investing was $48.1 million and cash flow used in financing was $75.2 million. The payment of $83.4 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, 2013 was $569.6 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, 2012.

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, and due to the material weakness in internal control over financial reporting as described below, MEDITECH'S disclosure controls and procedures were not effective as of September 30, 2013 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.

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A material weakness is defined as deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In particular, MEDITECH lacked a sufficiently defined revenue recognition policy and verification system along with an insufficient level of oversight, which resulted in errors in its historical financial statements. The impact of the revenue recognition errors and other errors on prior period consolidated financial statements was not material and is being corrected in the current period financial statements.

MEDITECH has developed and implemented a remediation plan to address the material weakness and continues to refine the standardization of a detailed verification process before revenue is recognized. Staff education and software system modifications have been included to reinforce controls. MEDITECH continues to monitor its remediation plans, development and deployment. MEDITECH expects all design and process changes to rectify its internal controls over revenue recognition to be completed by the end of 2014. In the interim, manual processes are being used to augment internal controls.

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, 2012.

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 2013. However, during the 3rd quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions: 50 shares in July at $45 per share, 1,652 shares in August at $45 per share and 4,345 shares in September at $45 per share for a total of $272,115.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosures

Not applicable.

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Item 5 - Other Information

In October 2013, we discovered certain errors in our revenue recognition practices which affected our reported revenues and related expenses. Upon learning of these errors, we worked with the Audit Committee of MEDITECH's Board of Directors, an independent consultant and MEDITECH's independent registered public accounting firm to determine what changes, if any, to MEDITECH's accounting practices were appropriate. This was recently concluded and we are implementing changes to our revenue recognition practices and our internal controls over financial reporting as described in Part I, Item 4. As a result of this, we were delayed in filing our Form 10-Q for the quarter ended September 30, 2013, our Form 10-K for the year ended December 31, 2013 and will be delayed in filing our Form 10-Q for the first and second quarters of 2014.

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)

September 25, 2014

(Date)

Howard Messing, Chief Executive Officer and President

(Signature)

Barbara A. Manzolillo, Chief Financial Officer and Treasurer

(Signature)

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