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, 2006MARCH 31, 2007
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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non accelerated filer [X]
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 35,088,13335,401,271 shares of Common Stock, $1.00 par value, outstanding at September 30, 2006.March 31, 2007.
Page 1 of 1011
Index to Form 10-Q | Page |
Part I - Financial Information | |
Item 1 - Financial Statements (Unaudited) | |
Balance Sheet as of December 31, | 3 |
Statement of Income for the Three | 4 |
Statement of Cash Flow for the | 5 |
Notes To Financial Statements | 6 |
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 9 |
Item 4 - Controls and Procedures | 9 |
Part II - Other Information | |
Item 1 - Legal Proceedings | 10 |
Item 1A - Risk Factors | 10 |
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 10 |
Item 3 - Defaults Upon Senior Securities | 10 |
Item 4 - Submission of Matters to a Vote of Shareholders | 10 |
Item 5 - Other Information | 11 |
Item 6 - Exhibits | |
Signatures |
Page 2 of 1011
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheet as of December 31, 20052006 and September 30, 2006March 31, 2007
Dec 31, 2005 | Sep 30, 2006 | |||
Cash and equivalents | $16,749,452 | $14,573,446 | ||
Marketable securities | 216,955,323 | 239,950,390 | ||
Accounts receivable, less reserve | 36,480,661 | 38,520,818 | ||
Current assets | 270,185,436 | 293,044,654 | ||
Computer equipment | 8,163,198 | 7,477,824 | ||
Furniture and fixtures | 30,855,824 | 34,256,483 | ||
Buildings | 140,326,869 | 142,928,113 | ||
Land | 26,603,703 | 32,604,107 | ||
Accumulated depreciation | (74,806,735) | (78,432,691) | ||
Fixed assets | 131,142,859 | 138,833,836 | ||
Marketable securities | 39,990,000 | 30,000,000 | ||
Investments | 8,252,604 | 10,172,604 | ||
Total assets | $449,570,899 | $472,051,094 | ||
Accounts payable | $468,727 | $4,019,232 | ||
Taxes payable | 3,422,826 | 1,760,324 | ||
Accrued expenses | 27,789,307 | 28,927,693 | ||
Customer deposits | 21,004,270 | 22,806,111 | ||
Deferred taxes and tax reserves | 12,873,497 | 14,239,671 | ||
Total liabilities | 65,558,627 | 71,753,031 | ||
Common stock $1.00 par value, | ||||
authorized 40,000,000 shares, | ||||
issued and outstanding 34,830,437 | ||||
in 2005 and 35,088,133 in 2006 | 34,830,437 | 35,088,133 | ||
Additional paid-in capital | 33,353,809 | 41,342,385 | ||
Retained income | 306,423,742 | 311,964,000 | ||
Unrealized security gains, net of tax | 9,404,284 | 11,903,545 | ||
Shareholder equity | 384,012,272 | 400,298,063 | ||
Total liabilities and shareholder equity | $449,570,899 | $472,051,094 | ||
Dec 31, 2006 | Mar 31, 2007 | |||
Cash and equivalents | $13,660,733 | $29,520,473 | ||
Marketable securities | 247,407,527 | 235,710,750 | ||
Accounts receivable, less reserve | 43,309,325 | 42,152,107 | ||
Current assets | 304,377,585 | 307,383,330 | ||
Computer equipment | 7,729,814 | 8,443,919 | ||
Furniture and fixtures | 34,739,785 | 35,101,285 | ||
Buildings | 146,934,058 | 151,212,567 | ||
Land | 32,604,107 | 32,604,107 | ||
Accumulated depreciation | (80,443,541) | (82,618,741) | ||
Fixed assets | 141,564,223 | 144,743,137 | ||
Marketable securities | 30,000,000 | 30,000,000 | ||
Investments | 10,712,604 | 11,952,604 | ||
Total assets | $486,654,412 | $494,079,071 | ||
Accounts payable | $239,804 | $3,760,447 | ||
Taxes payable | 2,226,632 | 9,853,416 | ||
Accrued expenses | 30,461,088 | 14,354,370 | ||
Customer deposits | 23,770,417 | 22,251,628 | ||
Deferred taxes and tax reserves | 16,646,168 | 18,371,122 | ||
Total liabilities | 73,344,109 | 68,590,983 | ||
Common stock $1.00 par value, | ||||
authorized 40,000,000 shares, | ||||
issued and outstanding 35,168,133 | ||||
in 2006 and 35,401,271 in 2007 | 35,168,133 | 35,401,271 | ||
Additional paid-in capital | 44,062,385 | 51,989,077 | ||
Retained income | 317,983,893 | 319,870,002 | ||
Unrealized security gains, net of tax | 16,095,892 | 18,227,738 | ||
Shareholder equity | 413,310,303 | 425,488,088 | ||
Total liabilities and shareholder equity | $486,654,412 | $494,079,071 | ||
Page 3 of 1011
Statement of Income for the Three and Nine Months Ended September 30, 2005March 31, 2006 and 20062007
3 months ended Sep 30 | 9 months ended Sep 30 | |||||||
2005 | 2006 | 2005 | 2006 | |||||
Product revenue | $39,548,414 | $47,451,694 | $118,147,871 | $137,676,404 | ||||
Service revenue | 36,387,024 | 39,967,464 | 106,963,819 | 117,443,067 | ||||
Total revenue | 75,935,438 | 87,419,158 | 225,111,690 | 255,119,471 | ||||
Operations, development | 31,305,798 | 37,096,622 | 91,817,436 | 107,459,387 | ||||
Selling, G & A | 16,898,648 | 19,061,197 | 50,604,299 | 55,729,254 | ||||
Operating expense | 48,204,446 | 56,157,819 | 142,421,735 | 163,188,641 | ||||
Operating income | 27,730,992 | 31,261,339 | 82,689,955 | 91,930,830 | ||||
Other income | 5,708,103 | 5,659,052 | 17,836,823 | 16,883,768 | ||||
Other expense | 3,039,004 | 2,141,868 | 7,375,438 | 6,334,720 | ||||
Pretax income | 30,400,091 | 34,778,523 | 93,151,340 | 102,479,878 | ||||
State income tax | 2,752,000 | 2,818,000 | 8,521,000 | 8,640,000 | ||||
Federal income tax | 8,970,000 | 10,446,000 | 27,829,000 | 31,596,000 | ||||
Income tax | 11,722,000 | 13,264,000 | 36,350,000 | 40,236,000 | ||||
Net income | $18,678,091 | $21,514,523 | $56,801,340 | $62,243,878 | ||||
3 months ended Mar 31 | ||||||||
2006 | 2007 | |||||||
Product revenue | $43,746,790 | $49,906,409 | ||||||
Service revenue | 38,442,868 | 41,776,682 | ||||||
Total revenue | 82,189,658 | 91,683,091 | ||||||
Operations, development | 34,749,443 | 39,070,723 | ||||||
Selling, G & A | 18,267,154 | 19,446,065 | ||||||
Operating expense | 53,016,597 | 58,516,788 | ||||||
Operating income | 29,173,061 | 33,166,303 | ||||||
Other income | 5,725,256 | 5,474,024 | ||||||
Other expense | 2,163,903 | 1,910,617 | ||||||
Pretax income | 32,734,414 | 36,729,710 | ||||||
State income tax | 2,824,000 | 3,081,930 | ||||||
Federal income tax | 9,710,000 | 10,660,792 | ||||||
Income tax | 12,534,000 | 13,742,722 | ||||||
Net income | $20,200,414 | $22,986,988 | ||||||
Page 4 of 1011
Statement of Cash Flow for the NineThree Months Ended September 30, 2005March 31, 2006 and 20062007
9 months ended Sep 30 | ||||||
2005 | 2006 | |||||
Net income | $56,801,340 | $62,243,878 | ||||
Depreciation expense | 5,655,600 | 6,117,188 | ||||
Gain on sales of marketable securities | (989,536) | (8,230) | ||||
Deferred taxes on unrealized securities (gains) losses | 1,191,126 | (1,666,174) | ||||
Change in accounts receivable | (11,863) | (2,040,157) | ||||
Change in accounts payable | 3,043,665 | 3,550,505 | ||||
Change in taxes payable | (1,707,243) | (1,662,502) | ||||
Change in accrued expenses | 845,989 | 1,138,386 | ||||
Change in customer deposits | 4,524,158 | 1,801,841 | ||||
Change in deferred taxes and tax reserves | (545,191) | 1,366,174 | ||||
Net cash from operations | 68,808,045 | 70,840,909 | ||||
Purchases of marketable securities | (63,967,633) | (56,831,402) | ||||
Sales of marketable securities | 38,243,818 | 48,000,000 | ||||
Purchases of fixed assets | (2,897,986) | (13,808,165) | ||||
Increase in investments | (2,100,000) | |||||
Proceeds from mortgage note receivable | 180,000 | 180,000 | ||||
Net cash used in investing | (28,441,801) | (24,559,567) | ||||
Sales of common stock | 6,840,897 | 8,246,272 | ||||
Dividends paid | (52,007,709) | (56,703,620) | ||||
Net cash used in financing | (45,166,812) | (48,457,348) | ||||
Net change in cash and equivalents | (4,800,568) | (2,176,006) | ||||
Cash and equivalents at beginning | 14,565,840 | 16,749,452 | ||||
Cash and equivalents at end | $9,765,272 | $14,573,446 | ||||
3 months ended Mar 31 | ||||||
2006 | 2007 | |||||
Net income | $20,200,414 | $22,986,988 | ||||
Depreciation expense | 2,022,162 | 2,175,200 | ||||
Gain on sales of marketable securities | (8,230) | (2,141) | ||||
Deferred taxes on unrealized securities gains | (265,992) | (1,421,232) | ||||
Change in accounts receivable | 2,306,814 | 1,157,218 | ||||
Change in accounts payable | 2,692,833 | 3,520,643 | ||||
Change in taxes payable | 7,058,355 | 7,626,784 | ||||
Change in accrued expenses | (15,165,310) | (16,106,717) | ||||
Change in customer deposits | 1,052,597 | (1,518,789) | ||||
Change in deferred taxes and tax reserves | 315,992 | 1,724,954 | ||||
Net cash from operations | 20,209,635 | 20,142,908 | ||||
Purchases of marketable securities | (13,340,510) | (11,253,004) | ||||
Sales of marketable securities | 23,000,000 | 26,505,000 | ||||
Purchases of fixed assets | (4,166,726) | (5,354,114) | ||||
Increase in investments | (1,000,000) | (1,300,000) | ||||
Proceeds from mortgage note receivable | 60,000 | 60,000 | ||||
Net cash from investing | 4,552,764 | 8,657,882 | ||||
Sales of common stock | 8,246,272 | 8,159,830 | ||||
Dividends paid | (18,808,436) | (21,100,880) | ||||
Net cash used in financing | (10,562,164) | (12,941,050) | ||||
Net change in cash and equivalents | 14,200,235 | 15,859,740 | ||||
Cash and equivalents at beginning | 16,749,452 | 13,660,733 | ||||
Cash and equivalents at end | $30,949,687 | $29,520,473 | ||||
Page 5 of 1011
Notes To Financial Statements: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, 20052006 included in the Company's Form 10-K filed on January 31, 2006.2007. 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 the Company's financial position, results of operations and cash flow.
2. The Company follows the provisions of Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings per Share. SFAS 128 requires reporting both basic and diluted earnings per share (EPS).share. The Company has no common share equivalents such as preferred stock, warrants or stock options which would dilute EPS.earnings per share. Thus, EPSearnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the applicable period.
3 months ended Sep 30 | 9 months ended Sep 30 | |||||||
2005 | 2006 | 2005 | 2006 | |||||
Net income | $18,678,091 | $21,514,523 | $56,801,340 | $62,243,878 | ||||
Average number of shares | 34,724,227 | 35,055,056 | 34,724,227 | 35,055,056 | ||||
Earnings per share | $0.54 | $0.61 | $1.64 | $1.78 | 3 months ended Mar 31 | |||
2006 | 2007 | |||||||
Net income | $20,200,414 | $22,986,988 | ||||||
Average number of shares | 34,988,901 | 35,323,558 | ||||||
Earnings per share | $0.58 | $0.65 |
The average number of shares outstanding during the periods reflects the issuance of 235,893 shares in February 2005 and 257,696 shares in February/March 2006 and 233,138 shares in February 2007 pursuant to the 2004 Stock Purchase Plan.
3. The Company follows the provisions of Statement of Financial Accounting Standards No. 130 (SFAS 130), Reporting Comprehensive Income. SFAS 130 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/losses/reclassifications on marketable securities classified as available for sale, foreign currency translation adjustments and minimum pension liability adjustments.
3 months ended Sep 30 | 9 months ended Sep 30 | |||||||
2005 | 2006 | 2005 | 2006 | |||||
Net income | $18,678,091 | $21,514,523 | $56,801,340 | $62,243,878 | ||||
Net unrealized security gains (losses) | (155,136) | 6,332,629 | (1,786,690) | 2,499,261 | ||||
Comprehensive income | $18,522,955 | $27,847,152 | $55,014,650 | $64,743,139 | 3 months ended Mar 31 | |||
2006 | 2007 | |||||||
Net income | $20,200,414 | $22,986,988 | ||||||
Net unrealized security gains | 398,989 | 2,131,847 | ||||||
Comprehensive income | $20,599,403 | $25,118,835 |
Page 6 of 1011
4. The Company follows the provisions of Statement of Financial Accounting Standards No. 115 (SFAS 115), Accounting for Certain Investments in Debt and Equity Securities. SFAS 115 requires companies to classify their investments as trading, available-for-sale or held-to-maturity. The Company'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 market value and any unrealized gains (losses) are reported as a component of shareholder equity. In addition the Company holds short and long term U.S. government agency issues which have been classified as held-to-maturity. These are recorded in the financial statements at their cost which approximates their fair value. The fair market value of marketable securities was determined based on quoted market prices. At September 30,December 31, 2006 and March 31, 2007 the cost basis net of write-downs, unrealized gains, unrealized losses and fair market value of the Com pany's holdings are as follows:
Dec 31, 2006 Mar 31, 2007 Net cost of equities $190,591,039 $185,341,184 Unrealized Gains 26,840,480 30,379,566 Unrealized Losses (13,992) -- Cost of agency issues 59,990,000 49,990,000 Fair Market Value $277,407,527 $265,710,750
SFAS 115 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 written down to fair value as a new cost basis and the amount of the write-down shall be reflected in earnings. At March 31, 2007 the Company's marketable securities had a fair market value of $269,950,390$265,710,750 which includes a grossincluded only unrealized gain of $21,958,342 and a grossgains as there were no unrealized loss of $2,119,099. The gross unrealized loss is composed of 5 equities with an original cost of $52,547,364 and a fair market value of $50,428,265. None of these 5 equities had been in loss status for more than 10% of cost for longer than 10 consecutive days. The Company considered the effect of rising interest rates and the issuers' current financial position in order to reach its conclusion that these impairments are temporary at September 30, 2006. The details are as follows:
losses.Description
of SecuritiesFair Market
ValueUnrealized
Loss1 common equity $7,374,600 $913,275 4 preferred equities $43,053,665 $1,205,824
5. The Company follows the provisions of Statement of Financial Accounting Standards No. 131 (SFAS 131), Disclosure About Segments of an Enterprise and Related Information. Based on the criteria set forth in SFAS 131 the Company currently operates in one operating segment, medical software and services. The Company derives substantially all of its operating revenue from the sale and support of one group of similar products and services. All of the Company's assets are located within the United States. The following table indicates the source of operating revenue.
9 months ended Sep 30 | ||||||
Country | 2005 | 2006 | ||||
United States | 90% | 85% | ||||
Canada | 9% | 13% | ||||
All others | 1% | 2% | 3 months ended Mar 31 | |||
Country | 2006 | 2007 | ||||
United States | 83% | 86% | ||||
Canada | 16% | 11% | ||||
All others | 1% | 3% |
6. During March 2006,The Company accounts for its equity investments in LSS Data Systems Inc., Patient Care Technologies Inc. and MEDITECH South Africa in accordance with the Company extendedcost method. All three companies license the Company's software technology and re-license it to their respective customers. Each serves a $3,000,000 linemarket niche which is part of credit to an entity inthe overall medical market but is outside of the hospital market which the Company holds an equity investment. Asserves. Included in these investments are the $2,560,000 balance on a mortgage note from LSS Data Systems Inc. and the $4,000,000 balance on a mortgage note due from Patient Care Technologies Inc. Both of September 30, 2006, $2,100,000 had been borrowed against the commitment. The borrowing bears interest at 8.0% per annum and is repayable in monthly installments over a ten year period commencing January 2007. The borrowing isthese mortgage notes are fully collateralized by a building which island and buildings owned and occupied as corporate headquarters by the borrower and used asrespective borrowers. The Company believes the fair value of these investments approximates its corporate headquarters.carrying value of $11,952,604 at March 31, 2007. Refer to Part II Item 5 for disclosure regarding subsequent events concerning Patient Care Technologies Inc.
Page 7 of 11
7. As of September 30, 2006,March 31, 2007 the Company had capitalized $6,000,404 in land costs, $1,994,542$2,316,534 in architectural and engineering fees, and $1,263,608$9,226,072 in construction costs for a facility under development to be used for the Company's ongoing operations.
8. In July 2006,Accounting for Uncertainty in Income Taxes
Effective January 1, 2007 the Financial Accounting Standards Board issuedCompany adopted Financial Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which applies to all tax positions related to income taxes subject to SFAS 109, Accounting for Income Taxes. FIN 48 requires a new evaluation process for all tax positions taken. If the probability for sustaining said tax position is greater than 50%, then the tax position is warranted and recognition should be at the highest amount which would be expected to be realized upon ultimate settlement. FIN 48 requires expanded disclosure at each annual reporting period unless a significant change occurs in an interim period. Differences between the amounts recognized in the statements
The December 31, 2006 tax reserves of financial position prior to$13,379,901 have been reevaluated accordingly and the adoption of FIN 48 and the amounts reported after adoption are to be accounted for as an adjustmenthad no material impact. No changes have been made to the beginning balanceCompany's policy on classification of retained earnings.
related interest and penalties in our financial statements. Such interest and penalties are included in our income tax expense and $7,412,140 of tax reserves are related to interest and penalties. The Company is currently evaluatingyears 2004 through 2006 are subject to examination by the impactU.S. Government, and various years are subject to examination by states. The tax positions provide for research credit, domestic production activities deduction, and state nexus. With each year our tax exposure rolls forward with incremental increases expected based on continued growth and no changes are foreseen to this trend at present. Should the tax reserves be reversed in its entirety during 2007, the effective tax rate of the adoption of FIN 48 on January 1, 2007, but has not yet determined what impact, if any, the adoption will have on the Company's financial position or statement of income.37% would drop to 28%.
Page 7 of 10
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations | 3 months ended Sep 30 | |||||
2005 | 2006 | Change | ||||
Total revenue | $75,935,438 | $87,419,158 | 15.1% | |||
Operating income | 27,730,992 | 31,261,339 | 12.7% | |||
Net income | 18,678,091 | 21,514,523 | 15.2% | |||
Average number of shares | 34,724,227 | 35,055,056 | 1.0% | |||
Earnings per share | $0.54 | $0.61 | 14.1% | |||
Cash dividends per share | $0.50 | $0.54 | 8.0% | 3 months ended Mar 31 | ||
2006 | 2007 | Change | ||||
Total revenue | $82,189,658 | $91,683,091 | 11.6% | |||
Operating income | 29,173,061 | 33,166,303 | 13.7% | |||
Net income | 20,200,414 | 22,986,988 | 13.8% | |||
Average number of shares | 34,988,901 | 35,323,558 | 1.0% | |||
Earnings per share | $0.58 | $0.65 | 12.7% | |||
Cash dividends per share | $0.54 | $0.60 | 11.1% |
Total revenue from both existing and new customers increased by $11.5$9.5 million. It was composed of a $7.9$6.2 million increase in product revenue and a $3.6$3.3 million increase in service revenue.
Operating expense increased by $8.0$5.5 million or 16.5%10.4% due to an overall increase in staff and additional bonus expense accruals. The resultant operating income increased by $3.5$4.0 million.
Other income decreased by $49.0 thousand$0.3 million due primarily to reduced rental income. Other expense decreased by $0.9$0.3 million due primarily to reduced legalrental expenses. The resultant pretax income increased by $4.4$4.0 million or 14.4%12.2%.
The Company's effective tax rate decreased from 38.6%38.3% to 38.1%37.4% due primarily to an over accrual of income taxes during the first half of 2006.a higher tax deduction for domestic manufacturing. Net income increased by $2.8 million due primarily to the greater increase in revenue compared to expense.
Results of Operations 9 months ended Sep 30 2005 2006 Change Total revenue $225,111,690 $255,119,471 13.3% Operating income 82,689,955 91,930,830 11.2% Net income 56,801,340 62,243,878 9.6% Average number of shares 34,724,227 35,055,056 1.0% Earnings per share $1.64 $1.78 8.5% Cash dividends per share $1.50 $1.62 8.0%
Total revenue from both existing and new customers increased by $30.0 million. It was composed of a $19.5 million increase in product revenue and a $10.5 million increase in service revenue.
Operating expense increased by $20.8 million or 14.6% due to an overall increase in staff and additional bonus expense accruals. The resultant operating income increased by $9.2 million.
Other income decreased by $1.0 million due primarily to reduced realized gains in marketable securities. Other expense decreased by $1.0 million due primarily to reduced legal expenses. The resultant pretax income increased by $9.3 million or 10.0%.
The Company's effective tax rate increased from 39.0% to 39.3% due primarily to the suspension of the R&D credit in 2006. Net income increased by $5.4 million due primarily to the greater increase in revenue compared to expense.
Page 8 of 1011
Financial Condition | Dec 31, 2005 | Sep 30, 2006 | ||
Cash and equivalents | $16,749,452 | $14,573,446 | ||
Total assets | 449,570,899 | 472,051,094 | ||
Total liabilities | 65,558,627 | 71,753,031 | ||
Shareholder equity | 384,012,272 | 400,298,063 | ||
Outstanding number of shares | 34,830,437 | 35,088,133 | ||
Shareholder equity per share | $11.03 | $11.41 | Dec 31, 2006 | Mar 31, 2007 |
Cash and equivalents | $13,660,733 | $29,520,473 | ||
Total assets | 486,654,412 | 494,079,071 | ||
Total liabilities | 73,344,109 | 68,590,983 | ||
Shareholder equity | 413,310,303 | 425,488,088 | ||
Outstanding number of shares | 35,168,133 | 35,401,271 | ||
Shareholder equity per share | $11.75 | $12.02 |
DuringAt December 31, 2006 the first 9 monthsCompany had no payroll tax withholding outstanding while $2.6 million was outstanding at March 31, 2007. This is the primary reason accounts payable increased by $3.6$3.5 million during the quarter.
Taxes payable increased by $7.6 million during the quarter primarily because no payrollas a result of the federal tax withholding was outstanding at December 31, 2005 while $2.8 million was outstanding at September 30, 2006.
Duringpayment schedule which calls for payment of both the first 9 months taxes payableand second quarter's tax expense during the second quarter.
Accrued expenses decreased by $1.7$16.1 million dueduring the quarter primarily as a result of the payment of $26.2 million in bonuses applicable to additional state tax payments2006, offset by the accrual of $8.7 million in 2006.bonus expenses applicable to 2007.
Liquidity and Capital Resources:
At September 30, 2006March 31, 2007 the Company's cash, cash equivalents and marketable securities totaled $284.5$295.2 million. Marketable securities consisted of preferred equities, common equities and government notes which can easily be converted to cash. For the first 9three months of 20062007 cash flow from operations was $70.8$20.1 million, cash flow used infrom investing was $24.6$8.7 million and cash flow used in financing was $48.5$12.9 million. The payment of $56.7$21.1 million in dividends to shareholders was the primary use of cash generated by operating activities during this period.the quarter.
MEDITECH has no long-term debt. Shareholder equity at September 30, 2006March 31, 2007 was $400.3$425.5 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
None.
Item 4 - Controls and Procedures
An evaluation was conducted under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, on the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)14(c) 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 the Company's disclosure controls and procedures are, to the best of their knowledge, effective to ensure information requiring disclosure by the Company 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 the Company'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 the Company's internal control over financial reporting.
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Part II - Other Information
Item 1 - Legal Proceedings
OnDuring February 10, 2005 a former employee filed a complaint in the United States District Court for the District of Massachusetts against the Medical Information Technology Profit Sharing Plan and all 6six of the Company's Directors. The substance of the complaint is summarized in the 2005 Annual Report on Form 10-K. The complaint was subsequently amended to add the Company as a defendant. OnDuring March 20, 2006 the judgecourt dismissed the breach of fiduciary duty claims brought against the individual defendants. The remaining claim is an ERISA benefits claim against the Plan, the Plan's trustee, and the Company. The judge has not as yet ruledsubstance of the complaint is summarized in the 2006 Annual Report on Form 10-K. During March 2007 the court denied the plaintiff's requestmotion for the complaint to be certified as a class action.
Item 1A - Risk Factors
No material changes from risk factors as previously disclosed in the prior Form 10-K.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
The Company did not repurchase any of its shares of common stock during the thirdfirst quarter of 2006.2007. However, during the quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased 2,4707,707 shares of the Company's common stock for a total of $81,510$269,745 in individual private transactions. Below is a table showing the purchases of common stock by the Trust during each month of the thirdfirst quarter of 2006.2007.
1st quarter of 2007 | shares purchased | price per share |
January | 50 | $35.00 |
February | 5,192 | $35.00 |
March | 2,465 | $35.00 |
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Submission of Matters to a Vote of Shareholders
The Annual Meeting of Shareholders of Medical Information Technology, Inc. was held at its corporate offices, 7 Blue Hill River Road, Canton, Massachusetts, on Monday, April 23, 2007. The meeting was convened at 9am with the Chairman, A. Neil Pappalardo, presiding and the Clerk, Barbara A. Manzolillo, keeping the minutes.
On the March 23, 2007 record date there were outstanding a total of 35,401,271 shares of Common Stock, par value $1.00 per share. A total of 33,597,258 shares or 94.9% of the outstanding shares, constituting a quorum, were represented at the meeting by proxy or by ballot.
The following six directors of the Company were elected to serve until the 2008 Annual Meeting of Shareholders and thereafter until their successors are chosen and qualified, with votes cast as follows:
shares
in favor shares
withheld A. Neil Pappalardo 31,721,489 1,875,769 Lawrence A. Polimeno 31,721,489 1,875,769 Roland L. Driscoll 31,721,489 1,875,769 Edward B. Roberts 31,721,489 1,875,769 Morton E. Ruderman 31,721,339 1,875,919 L. P. Dan Valente 31,721,489 1,875,769
A proposal to ratify the selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2007 was approved, with 32,758,707 shares in favor, 23,665 shares against and 814,886 shares abstaining.
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Item 5 - Other Information
Acquisition of Patient Care Technologies, Inc.
Patient Care Technologies, Inc. (PtCT) is engaged in the development, manufacture and licensing of computer software products and their support for the home health care industry. Before April 12, 2007 MEDITECH owned approximately 43.5% of the outstanding capital stock of PtCT. On April 12, 2007 MEDITECH acquired additional shares from certain shareholders of PtCT for an aggregate purchase price of $2,326,443 paid in cash. As a result of these purchases, MEDITECH now owns approximately 90.2% of PtCT. MEDITECH expects to acquire the remaining 9.8% of PtCT for approximately $800 thousand during the 2nd quarter of 2007.
Subject to a final audit, PtCT had approximately $6.4 million in total assets and approximately $8.9 million in total liabilities at March 31, 2007. Through the remainder of 2007, MEDITECH anticipates PtCT's operations will generate approximately $3 million in pretax losses. Meditech's financial statements for the 2nd quarter and thereafter will be presented on a consolidated basis.
Item 6 - Exhibits
Exhibit 3.1: MEDITECH's Restated Articles of Organization as amendedare appended to date, is incorporated by reference to an exhibit to the Form 10 filed with the SEC on March 28, 1996, an exhibit to the annual report on Form 10-K for the year ended December 31, 2001 and an exhibit to the quarterly report on Form 10-Q for the quarter ended September 30, 2004.this report.
Exhibit 3.2: MEDITECH's By-laws, as amended to date, are incorporated by reference to an exhibit to the annual report on Form 10-K for the year ended December 31, 2001.
Exhibit 31: Rule 13a-14(a) Certifications and Exhibit 32: Section 1350 Certifications are appended to this report.
There were no reports filed on Form 8-K during the quarter ended September 30, 2006.March 31, 2007.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Medical Information Technology, Inc.
(Registrant)
October 31, 2006April 30, 2007
(Date)
By: Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)
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