Medical Information Technology 10-Q 2019 Q1 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 MARCH 31, 2019

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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ] Emerging growth company [ ]

Page 1 of 12

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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 March 31, 2019.

Index to Form 10-Q	Page
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheets - December 31, 2018 and March 31, 2019	3
Statements of Income - Three Months Ended on March 31, 2018 and 2019	4
Statements of Shareholder Equity - Three Months Ended on March 31, 2018 and 2019	4
Statements of Cash Flow - Three Months Ended on March 31, 2018 and 2019	5
Notes to 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	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 - Mine Safety Disclosures	11
Item 5 - Other Information	12
Item 6 - Exhibits	12
Signatures	12

Page 2 of 12

Part I - Financial Information

Item 1 - Financial Statements (Unaudited)

Balance Sheets
December 31, 2018 and March 31, 2019

	Dec 31, 2018	Mar 31, 2019
Cash and equivalents	$23,095,977	$14,445,056
Marketable securities	268,638,359	298,640,141
Trade receivables, net of reserve	36,760,812	36,400,889
Contract assets, prepaid and other	12,077,935	13,735,437
Current assets	340,573,083	363,221,523
Computer equipment	13,979,609	14,023,988
Furniture and fixtures	92,804,040	94,938,216
Buildings	240,288,774	240,230,574
Land	40,959,230	33,717,577
Accumulated depreciation	(175,832,443)	(179,177,967)
Fixed assets	212,199,210	203,732,388
Other assets	8,430,515	8,046,693
Deferred tax assets	8,257,144	8,760,285
Total assets	$569,459,952	$583,760,889
Accounts payable	$701,524	$360,637
Taxes payable	1,825,528	3,016,164
Accrued expenses	23,916,832	17,154,115
Deferred revenue	52,666,651	52,930,106
Current liabilities	79,110,535	73,461,022
Deferred tax liabilities	12,409,407	18,272,990
Tax reserves	17,039,282	15,805,125
Total liabilities	108,559,224	107,539,137
Common stock, $1.00 par value, authorized
40,000,000 shares, issued and outstanding
37,190,854 shares in 2018 and 2019	37,190,854	37,190,854
Additional paid-in capital	122,907,959	122,907,959
Retained income	300,801,915	316,122,939
Shareholder equity	460,900,728	476,221,752
Total liabilities and shareholder equity	$569,459,952	$583,760,889

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Statements of Income
Three Months Ended on March 31, 2018 and 2019

	3 months	ended on
	Mar 31, 2018	Mar 31, 2019
Product revenue	$41,917,820	$32,905,479
Service revenue	80,450,783	82,454,232
Total revenue	122,368,603	115,359,711
Operations, development	83,968,521	84,571,394
Selling, G & A	22,626,387	20,181,359
Operating expense	106,594,908	104,752,753
Operating income	15,773,695	10,606,958
Other income	5,134,340	5,545,873
Change in unrealized marketable securities gains	(17,648,899)	28,573,418
Other expense	1,872,916	1,801,347
Pre-tax income	1,386,220	42,924,902
State income tax	(241,000)	(360,000)
Federal income tax	(1,195,000)	7,137,000
Income tax	(1,436,000)	6,777,000
Net income	$2,822,220	$36,147,902

Statements of Shareholder Equity
Three Months Ended on March 31, 2018 and 2019

	3 months	ended on
	Mar 31, 2018	Mar 31, 2019
Shareholder equity at beginning	$496,928,250	$460,900,728
Net income	2,822,220	36,147,902
Dividends paid	(23,058,329)	(20,826,878)
Shareholder equity at end	$476,692,141	$476,221,752

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Statements of Cash Flow
Three Months Ended on March 31, 2018 and 2019

	3 months	ended on
	Mar 31, 2018	Mar 31, 2019
Net income	$2,822,220	$36,147,902
Depreciation and amortization expense	3,739,378	3,682,434
Loss (gain) on sale of marketable securities	158,091	(1,059,617)
Loss on sale of fixed assets	--	532,297
Change in unrealized marketable securities gains	17,648,899	(28,573,418)
Change in trade receivables, net of reserve	4,628,726	359,923
Change in contract assets, prepaid and other	111,217	(1,657,502)
Change in deferred tax assets	430,153	(503,141)
Change in accounts payable	163,640	(340,887)
Change in taxes payable	425,487	1,190,636
Change in accrued expenses	(7,963,761)	(6,762,717)
Change in deferred revenue	(2,982,356)	263,454
Change in deferred tax liabilities	(4,568,580)	5,863,584
Change in tax reserves	(408,357)	(1,234,157)
Net cash from operations	14,204,757	7,908,791
Purchases of marketable securities	(4,976,750)	(9,674,364)
Sales of marketable securities	15,849,768	9,305,617
Purchases of fixed assets	(3,281,108)	(2,178,555)
Sales of fixed assets	--	6,711,896
Change in other assets	31,599	102,572
Net cash from investing	7,623,509	4,267,166
Dividends paid	(23,058,329)	(20,826,878)
Net cash used in financing	(23,058,329)	(20,826,878)
Net change in cash and equivalents	(1,230,063)	(8,650,921)
Cash and equivalents at beginning	17,436,627	23,095,977
Cash and equivalents at end	$16,206,564	$14,445,056

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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, 2018 included in MEDITECH's Form 10-K filed on January 31, 2019. 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. Marketable Securities

MEDITECH follows the provisions of ASC 321, Investments - Equity Securities, which requires marketable securities to be recorded at fair value with changes in fair value recorded through the Income Statement.

MEDITECH follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures, which provides for expanded disclosure and guidelines to determine fair 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. MEDITECH has no elements of other comprehensive income and records the unrealized change in marketable securities gains within the Income Statement. During the first quarter of 2019, said change increased by $24,423,027 from the December 31, 2018 value of $51,469,005 to the March 31, 2019 value of $75,892,032.

The following table indicates the original cost, unrealized pretax gains and losses, and fair market value of MEDITECH's securities. MEDITECH evaluated the unrealized losses as of March 31, 2019 and concluded these were temporary in nature.

	Dec 31, 2018	Mar 31, 2019
Original cost	$217,169,354	$222,748,109
Unrealized pretax gains	62,156,967	78,801,043
Unrealized pretax losses	(10,687,962)	(2,909,011)
Fair market value	$268,638,359	$298,640,141

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 believes the fair value of this investment approximates its March 31, 2019 carrying value.

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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, Goodwill and Other 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. Revenue Recognition

MEDITECH follows the provisions of ASC 606, Revenue from Contracts with Customers. MEDITECH enters into perpetual software license contracts which provide for a customer deposit upon contract execution, milestone billings during the implementation phase and fixed monthly support fees thereafter.

MEDITECH considers software fees and related implementation fees together as a single performance obligation and classifies it as product revenue in the statement of income. Such revenue is recognized over time with the transfer of promised goods and services to the customer. MEDITECH considers post-implementation support fees as a separate performance obligation and classifies it as service revenue in the statement of income. Such revenue is recognized over time as the related services are rendered.

MEDITECH identifies the performance obligations for each contract, determines the transaction price, allocates the price to the performance obligations, and recognizes revenue when (or as) a performance obligation is satisfied on the percent completion method based on completion of specific events. The primary factors taken into consideration involve tracking and measuring the progress of events needed to complete software delivery, training on software usage, interfacing the software with other vendor software, and bringing the software operational at the customer's site. Events identified are estimated at the outset of a contract and the transaction price is allocated equally over said events. Annual studies are conducted on the events required to complete contracted performance obligations and to verify the validity of total events required. Variable consideration is reviewed at the outset of a contract and if present, included in the percentage completion allocation.

At March 31, 2019, outstanding performance obligations amounted to $133.4 million, with revenue to be recognized over the next 12-36 months as MEDITECH works with respective customers to schedule the corresponding software delivery and implementation events.

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MEDITECH's invoices are issued as per contract terms and are typically paid by customers within one month of invoice date. Differences between timing of MEDITECH's invoicing and timing of completed performance obligations are categorized as Deferred Revenues and Contract Assets. Deferred Revenues represent invoices rendered in advance of revenue recognition. Contract Assets represent revenue recognized for which invoices have not yet been rendered.

Deferred product revenue was $42.9 million and $45.1 million at December 31, 2018 and March 31, 2019 respectively. During the quarter a total of $10.9 million was removed and recognized as revenue when specific events were completed. Also, Contract Assets were $5.9 million and $7.4 million at December 31, 2018 and March 31, 2019 respectively.

Note 5. Leases

MEDITECH follows the provisions of ASC 842, Leases, which requires improved disclosure on timing and uncertainties of cash flow arising from leases. MEDITECH owns all 9 facilities it occupies, containing 1.6 million square feet of office space. MEDITECH occupies 78% of the space and the remainder is leased to various tenants. All are operating leases. Related operating expenses are allocated based on square footage ratio of leased to MEDITECH space. The length of MEDITECH's lease agreements vary and may include a rent-free period, extension options, or escalated lease payment. There are no agreements with termination options or variable payments dependent on outside variables. MEDITECH recognizes lease income and related brokerage fees on a straight-line basis for all agreements. MEDITECH will not consider a lease extended until an amendment is signed by both parties, at which point it is accounted for as a new lease.

When a lease agreement is entered into between MEDITECH (lessor) and another party (lessee), the agreement may include non-lease components, being services such as cleaning, utilities, security and grounds maintenance. The company does not separate the lease and non-lease components and treats all as a single lease component. In all cases there is a provision that requires the lessee to pay a proportional share of real estate taxes on a quarterly basis over and above the base year of the lease. Such costs are considered variable and a reimbursement of costs MEDITECH has paid, which are expensed as incurred.

MEDITECH does not lease space for it's own use, nor does it lease other property and equipment in its operations. All contracts the company has with vendors are reviewed annually for identification of lease components and none exist.

Quarterly lease income was $2,105,204 and $1,978,839 for the 3 months ended on March 31, 2018 and March 31, 2019 respectively. Such income is included within Other Income for financial reporting purpose. Cash Flow projections through the end of all outstanding lease terms for properties currently under lease commitment at March 31, 2019 is as follows:

Year	Cash Flow
2019	8,370,000
2020	7,652,000
2021	4,658,000
2022	3,152,000
2023	1,499,000
After	336,000

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Investments in Operating leases are as follows at March 31, 2019:

Building and Office Space, at cost	$54,657,762
Lease Origination Costs	1,018,770
Accumulated Depreciation	(22,406,436)
Allowance for credit loss	0
Net Investment in Operating Leases	$33,270,096

Lease disclosure will be impacted by the pending sale of one building that represents 59% of cash flows and 37% of net investment. Reference Note 9.

Note 6. 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 2016 through 2018 are subject to examination by the IRS, and various years are subject to examination by state tax authorities.

Note 7. 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.

	3 months	ended on
	Mar 31, 2018	Mar 31, 2019
Net income	$2,822,220	$36,147,902
Average number of shares	37,190,854	37,190,854
Earnings per share	$0.08	$0.97

Note 8. 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 months	ended on
	Mar 31, 2018	Mar 31, 2019
United States	88%	88%
Canada	10%	10%
All others	2%	2%

Note 9. Subsequent Event

On April 17, 2019 MEDITECH executed an agreement to sell one of its nine facilities for $120 million with an after-tax gain of $88 million expected. The proceeds will be invested.

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

Operating	3 months	ended on	Percent
Results	Mar 31, 2018	Mar 31, 2019	Change
Total revenue	$122,368,603	$115,359,711	(5.7%)
Operating income	15,773,695	10,606,958	(32.8%)
Net income	2,822,220	36,147,902
Average number of shares	37,190,854	37,190,854	--
Earnings per share	$0.08	$0.97
Cash dividends per share	$0.62	$0.56	(10%)

Product revenue decreased by $9.0 million or 21.5% due to the prior year's delays in product bookings. Service revenue increased by $2.0 million due primarily to better customer retention. The resultant total revenue decreased by $7.0 million.

Operating expense decreased by $1.8 million or 1.7% due primarily to a reduction of staff related expenses. The resultant operating income decreased by $5.2 million.

Other income increased $0.4 million. Change in unrealized marketable securities gains increased $46.2 million. Other expenses decreased by $0.1 million. The resultant pre-tax income increased by $41.5 million.

MEDITECH's effective tax rate increased to 15.8% due primarily to the period's increase in unrealized marketable securities gains. Net income increased by $33.3 million also due primarily to the period's increase in unrealized marketable securities gains.

Financial Condition	Dec 31, 2018	Mar 31, 2019
Working capital	$261,462,548	$289,760,501
Total assets	569,459,952	583,760,889
Total liabilities	108,559,224	107,539,137
Shareholder equity	460,900,728	476,221,752
Outstanding number of shares	37,190,854	37,190,854
Shareholder equity per share	$12.39	$12.80

Accrued expenses decreased by $6.8 million during the period due primarily to the payment of $15.0 million in bonuses applicable to 2018 offset by the accrual of $4.0 million in bonus expenses applicable to 2019. Effective 2019 health insurance is self-insured and accrued expenses increased $3.9 million. This reflects the timing differences of claims billings for payment under the plan.

At March 31, 2019 MEDITECH's cash, cash equivalents and marketable securities totaled $313.1 million. Marketable securities consisted of preferred and common equities. For the first three months of 2019 cash flow from operations was $7.9 million, cash flow from investing was $4.3 million and cash flow used in financing was $20.8 million. The $20.8 million dividend payment 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 March 31, 2019 was $476.2 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.

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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, 2018.

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 March 31, 2019 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.

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, 2018.

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

MEDITECH did not repurchase any of its shares of common stock during the 1st quarter of 2019. However, during the 1st quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions 28,222 shares in February at $44 per share and 17,362 shares in March at $44 per share for a total of $2,005,696.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Mine Safety Disclosures

Not applicable.

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Item 5 - Other Information

The Annual Meeting of Shareholders of Medical Information Technology, Inc. was held at its corporate offices, 1 Constitution Way, Foxborough, Massachusetts, on Monday, April 22, 2019. On the March 22, 2019 record date there were a total of 37,190,854 shares of MEDITECH's common stock, par value $1.00 per share outstanding. A total of 36,138,179 shares or 97.2% of the outstanding shares, constituting a quorum, were represented at the meeting by proxy or in person by ballot.

The following six directors of MEDITECH were elected to serve until the 2019 Annual Meeting and thereafter until their successors are chosen and qualified, with votes cast as follows:

Name of Nominee	For	Withheld
A. Neil Pappalardo	34,131,821	2,006,858
Lawrence A. Polimeno	34,125,203	2,013,476
Howard Messing	34,124,485	2,014,194
Barbara A. Manzolillo	36,092,791	45,888
Edward B. Roberts	35,771,437	367,248
Stuart N. Lefthes	34,124,354	2,014,325

The proposal to ratify the selection of Wolf & Company, P.C. as MEDITECH's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019 was approved, with 33,975,642 shares in favor, 830 shares against and 2,162,207 shares abstaining.

At the following Board Meeting the Directors elected Michelle I. O'Connor as President and Chief Operating Officer of MEDITECH effective immediately. Howard Messing remains Chief Executive Officer. Ms. O'Connor is 53 years old. She has been the Executive Vice President and Chief Operating Officer since 2016, was Executive Vice President of Product Development prior to that, and has been with MEDITECH since 1988.

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)

April 30, 2019
(Date)

Howard Messing, Chief Executive Officer
(Signature)

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

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