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 QUARTERLY PERIOD ENDED MARCH 31, 2004
Commission file number 0-28092
Medical Information Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation or Organization)
04-2455639
(I.R.S. Employer Identification No.)
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 an accelerated filer as defined
in Rule 12b-2 of the Exchange Act. Yes [X] No [ ]
There were 34,434,544 shares of Common Stock, $1.00 par value, outstanding at
March 31, 2004.
Page 2
Index to Form 10-Q
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheet as of December 31, 2003 and March 31, 2004 Page 3
Statement of Income for the Three Months
ended March 31, 2003 and 2004 Page 4
Statement of Cash Flow for the Three Months
ended March 31, 2003 and 2004 Page 4
Notes To Financial Statements (unaudited) Page 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations Page 6
Item 4 - Controls and Procedures Page 7
Part II - Other Information
Item 1 - Legal Proceedings Page 8
Item 2 - Changes in Securities, Use of Proceeds and Issuer Page 8
Purchases of Equity Securities.
Item 4 - Submission of Matters to a Vote of Shareholders Page 8
Item 6 - Exhibits and Reports on Form 8-K Page 9
Signatures Page 9
Page 3
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheet (000 omitted):
Dec 31 Mar 31
2003 2004
------- -------
Cash and equivalents 18,691 22,855
Marketable securities 204,192 211,441
Accounts receivable less reserve 30,720 28,532
------- -------
Current assets 253,603 262,828
------- -------
Computer equipment 8,710 8,995
Furniture and fixtures 29,948 30,026
Buildings 139,670 139,670
Land 26,604 26,604
Accumulated depreciation (64,861) (66,777)
------- -------
Fixed assets 140,071 138,518
------- -------
Investments 8,733 8,673
------- -------
Total assets 402,407 410,019
======= =======
Accounts payable 158 2,808
Accrued taxes 2,600 8,473
Accrued expenses 24,066 10,054
Customer deposits 12,016 12,942
------- -------
Current liabilities 38,840 34,277
Deferred taxes 11,869 14,100
------- -------
Total liabilities 50,709 48,377
------- -------
Temporary Equity:
Redeemable common stock $1.00 par
value, issued and outstanding
1,789,593 shares in 2003 and 2004 26,080 25,666
------- -------
Shareholder Equity:
Common stock $1.00 par value,
authorized 35,000,000 shares,
issued and outstanding 32,431,730
in 2003 and 32,644,951 in 2004 24,840 30,797
Unrealized gain on securities 12,202 14,955
Retained income 288,576 290,224
------- -------
Shareholder equity 325,618 335,976
------- -------
Total liabilities and equity 402,407 410,019
======= =======
Page 4
Statement of Income (000 omitted):
3 Months Ended Mar 31
2003 2004
------- -------
Product revenue 38,440 36,876
Service revenue 28,841 31,924
------- -------
Total revenue 67,281 68,800
Operating, development expenses 28,541 29,197
Selling, G & A expenses 13,621 14,697
------- -------
Operating expense 42,162 43,894
------- -------
Operating income 25,119 24,906
Other income 4,461 5,149
Other expense 1,792 1,892
------- -------
Pretax income 27,788 28,163
State income tax 2,450 2,489
Federal income tax 8,341 8,626
------- -------
Income tax 10,791 11,115
------- -------
Net income 16,997 17,048
======= =======
Statement of Cash Flow (000 omitted):
3 Months Ended Mar 31
2003 2004
------- -------
Net income 16,997 17,048
Change in accounts receivable (1,473) 2,188
Change in accumulated depreciation 2,182 1,916
Change in accounts payable 2,354 2,650
Change in accrued taxes 6,131 5,873
Change in accrued expenses (12,164) (14,012)
Change in customer deposits (521) 926
Net effect of non-cash adjustments 670 397
------- -------
Net cash from operations 14,176 16,986
Purchase of marketable securities -- (2,662)
Purchase of equipment, furniture
and fixtures (601) (364)
Proceeds from mortgage note receivable 60 60
------- -------
Net cash used in investing (541) (2,966)
Sales of common stock 5,805 5,544
Dividends paid (13,212) (15,400)
------- -------
Net cash used in financing (7,407) (9,856)
------- -------
Net change in cash and equivalents 6,228 4,164
Cash and equivalents at beginning 16,907 18,691
------- -------
Cash and equivalents at end 23,135 22,855
======= =======
Page 5
Notes To Financial Statements (unaudited):
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, 2003 included in
the Company's Form 10-K filed March 12, 2004. The unaudited financial statements
presented herein have not been audited by independent accountants in accordance
with generally accepted auditing standards, but in the opinion of management
such financial statements include all adjustments necessary to summarize fairly
the Company's financial position and results of operations.
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). The Company has no common share
equivalents such as preferred stock, warrants or stock options which would
dilute EPS. Thus EPS is computed by dividing net income by the weighted average
number of common shares outstanding during the applicable period.
Earnings per Share Calculation (in thousands where applicable):
3 Months Ended Mar 31
2003 2004
------- -------
Net Income 16,997 17,048
Average number of shares 33,965 34,221
Earnings per share $0.50 $0.50
The average number of shares outstanding during the period reflects the
issuance of 263,884 shares in February 2003 and 213,221 shares in March 2004
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 nonowner changes in equity including items such as
unrealized gains/losses on securities classified as available for sale, foreign
currency translation adjustments and minimum pension liability adjustments.
The Company had an unrealized holding gain on marketable securities totaling
$4,731 thousand and $2,753 thousand for the three months ended March 31, 2003
and 2004 respectively.
4. 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. During the first three
months of 2004, 89% of our operating revenue was derived from the United States,
9% from Canada and 2% from other countries.
Page 6
5. During each of the years from 1997 to 2003, the Company offered and sold
shares of its common stock to certain of its employees in a manner which may not
have complied with the registration requirements of certain securities laws.
Assuming such sales did not comply with those requirements, the individuals who
purchased the Company's common stock from 1997 through 2003 in such offerings
would have the right to return the shares to the Company and obtain a refund
equal to the recision amount, as defined below, or if they have sold the stock,
to seek from the Company damages, if any, resulting from their purchases.
The recision amount payable to an individual would be equal to the original
purchase price increased annually by an amount equal to 6% interest and
decreased annually by the amount of dividends received. Because the dividends
received have always exceeded the amount of the interest, the recision amount
is less than the original purchase price. In addition, each year since 1997
the fair value of the common stock as determined by the Company's Board of
Directors has increased over that determined in the prior year. Accordingly,
the Company does not expect any of these individuals to seek recision or
damages with respect to any such purchases. However, if dividend payments
and/or the fair value of the common stock should decrease, individuals may
elect to seek recision in the future.
The right of these individuals to receive a refund of the recision amount is
not completely within the control of the Company. As a result, these shares
are considered and treated as redeemable common stock for financial accounting
purposes until such time as the recision rights lapse or are exercised.
Therefore the recision amount and the related shares have been removed from
Shareholder Equity and classified as Temporary Equity. The restatement was made
solely to reflect this reclassification and did not affect the Company's
previously reported net income, net income per share, assets or liabilities.
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Comparison of 1st Quarter 2004 with 2003 (in thousands where applicable):
3 Months Ended Mar 31
2003 2004 Change
------ ------ ------
Total Revenue 67,281 68,800 2.3%
Operating income 25,119 24,906 (0.8%)
Net income 16,997 17,048 0.3%
Average number of shares 33,965 34,221 0.8%
Earnings per share $0.50 $0.50 (0.4%)
Cash dividends per share $0.39 $0.45 15.4%
Total revenue from both existing and new customers increased by $1,519 thousand.
It was composed of a $3,083 thousand increase in service revenue, less a $1,564
thousand decrease in product revenue.
Operating Expense increased by $1,732 thousand or 4.1% due primarily to a
greater increase in sales, marketing and product development efforts and their
associated costs compared to all other operating expense cost increases. The
result is a $213 thousand decrease in operating income.
Page 7
Other income, net of other expense, increased by $588 thousand. This is due
primarily to a $500 thousand writedown for an impaired marketable security in
2003 while none were deemed impaired in 2004.
Net income increased by $51 thousand in spite of a $213 thousand decrease in
operating income. This is a result of the disproportionate increase in other
income, partially offset by a slightly higher tax rate of 39.5% for the first
quarter of 2004.
Changes in Financial Condition for 1st Quarter 2004:
At December 31, 2003 the Company had no payroll tax withholding outstanding
while $2,155 thousand was outstanding at March 31, 2004. This is the primary
reason accounts payable increased by $2,650 thousand during the quarter.
Accrued expenses decreased by $14 million during the quarter as a result of the
payment of $20 million in bonuses applicable to 2003, offset by the accrual of
$6 million in bonus expenses applicable to 2004.
Liquidity And Capital Resources (in thousands where applicable):
Dec 31 Mar 31
2003 2004
------- -------
Cash and equivalents 18,691 22,855
Total assets 402,407 410,019
Total liabilities 50,709 48,377
Temporary equity 26,080 25,666
Shareholder equity 325,618 335,976
Outstanding number of shares 34,221 34,434
Net assets per share $10.28 $10.50
At March 31, 2004 the Company's cash, cash equivalents and marketable
securities totaled $234.3 million. The marketable securities consisted of
preferred or common equities and government notes which can easily be converted
to cash. Cash flows from operations for the first three months of 2004 was $17.0
million, an increase of $2.8 million from the first three months of 2003. The
increase was primarily attributable to changes in working capital, with the
largest change in accounts receivable as days outstanding was reduced. The
payment of $15,400 thousand in dividends to shareholders constituted the primary
use of cash generated by operating activities during the quarter.
MEDITECH has no long-term debt. Net assets at March 31, 2004 was $361.6 million.
Additions to property, plant and equipment 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.
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 significant 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.
Page 8
Part II - Other Information
Item 1 - Legal Proceedings
On April 18, 2003, a shareholder and former Director of the Company filed a
complaint in the Suffolk County, Massachusetts Superior Court against the
Company and five of its six Directors. The complaint is summarized in the 2003
annual report on Form 10-K.
Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities.
The Company did not repurchase any of its shares of common stock during the
first quarter of 2004. However, during the quarter the Medical Information
Technology, Inc. Profit Sharing Trust purchased 4,800 shares of the Company's
common stock at $26 per share for a total of $124,800 in individual private
transactions. Below is a table showing the purchases of common stock by the
Trust during each month of the first quarter of 2004.
# of shares price paid
purchased per share
----------- ----------
Jan 2004 none
Feb 2004 2,750 $26.00
Mar 2004 2,050 $26.00
Item 4 - Submission of Matters to a Vote of Shareholders
The Annual Meeting of Shareholders of Medical Information Technology, Inc. was
held on Monday, April 26, 2004. The meeting was convened at 9am with the
Chairman, A. Neil Pappalardo, presiding and the Clerk, Barbara A. Manzolillo,
keeping the minutes.
There were outstanding a total of 34,434,544 shares of Common Stock, par value
$1.00 per share. A total of 32,810,956 shares or 95.3% 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 2005
Annual Meeting of Shareholders and thereafter until their successors are chosen
and qualified, with votes cast as follows:
A. Neil Pappalardo - 31,179,295 shares in favor and 1,631,661 shares withheld
Lawrence A. Polimeno - 31,179,295 shares in favor and 1,631,661 shares withheld
Roland L. Driscoll - 31,179,295 shares in favor and 1,631,661 shares withheld
Edward B. Roberts - 31,164,795 shares in favor and 1,646,161 shares withheld
Morton E. Ruderman - 31,179,295 shares in favor and 1,631,661 shares withheld
L. P. Dan Valente - 31,179,295 shares in favor and 1,631,661 shares withheld
A proposal to ratify the selection of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending December 31, 2004 was approved,
with 31,152,555 shares in favor, 6,128 shares against and 1,652,273 shares
abstaining.
Page 9
Item 6 - Exhibits and Reports on Form 8-K
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 March 31, 2004.
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, 2004
(Date)
By: Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)