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 JUNE 30, 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
June 30, 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 June 30, 2004 Page 3
Statement of Income for the Three Months and Six Months
ended June 30, 2003 and 2004 Page 4
Statement of Cash Flow for the Six Months
ended June 30, 2003 and 2004 Page 5
Notes To Financial Statements (Unaudited) Page 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations Page 7
Item 4 - Controls and Procedures Page 8
Part II - Other Information
Item 1 - Legal Proceedings Page 8
Item 2 - Changes in Securities, Use of Proceeds and Issuer
Purchases of Equity Securities Page 8
Item 6 - Exhibits and Reports on Form 8-K Page 8
Signatures Page 8
Page 3
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheet (000 omitted):
Dec 31 Jun 30
2003 2004
-------- --------
Cash and equivalents $ 18,691 $ 13,041
Marketable securities 204,192 207,649
Accounts receivable less reserve 30,720 28,466
-------- --------
Current assets 253,603 249,156
-------- --------
Computer equipment 8,710 7,352
Furniture and fixtures 29,948 27,880
Buildings 139,670 139,670
Land 26,604 26,604
Accumulated depreciation (64,861) (64,684)
-------- --------
Fixed assets 140,071 136,822
-------- --------
Investments 8,733 8,613
-------- --------
Total assets $402,407 $394,591
======== ========
Accounts payable $ 158 $ 2,675
Accrued taxes 2,600 904
Accrued expenses 24,066 16,496
Customer deposits 12,016 12,788
-------- --------
Current liabilities 38,840 32,863
Deferred taxes 11,869 7,650
-------- --------
Total liabilities 50,709 40,513
-------- --------
Temporary Equity:
Redeemable common stock $1.00 par
value, issued and outstanding
1,789,593 shares in 2003 and 2004 26,080 25,252
-------- --------
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 31,211
Unrealized gain on securities 12,202 4,724
Retained income 288,576 292,891
-------- --------
Shareholder equity 325,618 328,826
-------- --------
Total liabilities and equity $402,407 $394,591
======== ========
Page 4
Statement of Income (000 omitted):
3 Months Ended Jun 30 6 Months Ended Jun 30
2003 2004 2003 2004
------- ------- -------- --------
Product revenue $38,011 $36,457 $ 76,451 $ 73,333
Service revenue 29,500 32,872 58,341 64,796
------- ------- -------- --------
Total revenue 67,511 69,329 134,792 138,129
Operating, development 28,825 29,459 57,366 57,490
Selling, G & A 13,677 14,770 27,298 30,633
------- ------- -------- --------
Operating expense 42,502 44,229 84,664 88,123
------- ------- -------- --------
Operating income 25,009 25,100 50,128 50,006
Other income 4,827 6,401 9,288 11,550
Other expense 1,672 1,822 3,464 3,714
------- ------- -------- --------
Pretax Income 28,164 29,679 55,952 57,842
State income tax 2,514 2,602 4,964 5,091
Federal income tax 8,439 8,916 16,780 17,542
------- ------- -------- --------
Income tax 10,953 11,518 21,744 22,633
------- ------- -------- --------
Net income $17,211 $18,161 $ 34,208 $ 35,209
======= ======= ======== ========
Page 5
Statement of Cash Flow (000 omitted):
6 Months Ended Jun 30
2003 2004
------- -------
Net income $34,208 $35,209
Change in accounts receivable 1,497 2,254
Change in depreciation expense 4,304 3,833
Change in accounts payable 2,981 2,517
Change in accrued taxes (1,483) (1,696)
Change in accrued expenses (6,139) (7,570)
Change in customer deposits 529 772
Gain on sales of marketable securities (233) --
Net effect of non-cash adjustments 1,340 766
------- -------
Net cash from operations 37,004 36,085
Purchase of marketable securities (29,172) (15,920)
Sales of marketable securities 17,251 --
Purchase of equipment, furniture
and fixtures (1,374) (584)
Proceeds from mortgage note receivable 120 120
------- -------
Net cash used in investing (13,175) (16,384)
Sales of common stock 5,805 5,544
Dividends paid (26,527) (30,895)
------- -------
Net cash used in financing (20,722) (25,351)
------- -------
Net change in cash and equivalents 3,107 (5,650)
Cash and equivalents at beginning 16,907 18,691
------- -------
Cash and equivalents at end $20,014 $13,041
======= =======
Supplemental Disclosure:
Change in Temporary Equity $ 5,225 $ (828)
Page 6
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 11, 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 Calculations (in thousands where applicable):
3 Months Ended Jun 30 6 Months Ended Jun 30
2003 2004 2003 2004
------- ------- ------- -------
Net income $17,211 $18,161 $34,208 $35,209
Average number of shares 34,141 34,435 34,053 34,328
Earnings per share $0.50 $0.53 $1.00 $1.03
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
$11,903 thousand for the six months ended June 30, 2003 and an unrealized
holding loss on marketable securities totaling $7,478 thousand for the six
months ended June 30, 2004.
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 six
months of 2004, 89% of our operating revenue was derived from the United States,
9% from Canada and 2% from other countries.
5. During the month of February from 1997 through 2003, the Company offered and
sold shares of its common stock to its staff members in a manner which may not
have complied with the registration requirements of certain federal and state
securities laws. Assuming such sales did not comply with those requirements, the
individuals who purchased such shares in those offerings would currently 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, plus 6% interest per annum, less cash dividends received for
such shares. 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 sale price for the Company's common stock has
increased over that for the prior year. Accordingly, the Company expects none of
these individuals to seek recision or damages with respect to such purchases.
The Company intends to make a recision offer to the shareholders described
above. The Company has filed a registration statement under the SEC Act of 1933
registering the recision offer, but the recision offer has not yet commenced.
The Company expects the recision offer, once commenced, will last approximately
30 days. For the reasons discussed above, the Company expects none of the
shareholders to accept the recision offer. The Company believes the recision
offer will extinguish its liability, if any, to shareholders for the potential
securities law violations described above.
Pending the completion of the recision offer, the right of shareholders to seek
recision and receive the recision amount is not completely within the control of
the Company. As a result, the shares subject to recision rights 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 were removed from Shareholder Equity and are
currently 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.
The shares of MEDITECH common stock rescinded pursuant to this recision offer,
if any, will be cancelled. On the day this recision offer expires MEDITECH
intends to transfer Temporary Equity to Shareholder Equity and then to account
for any shares so rescinded by reducing the amount so paid from Shareholder
Equity.
Page 7
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Comparison of 2nd Quarter 2004 with 2003 (in thousands where applicable):
3 Months Ended Jun 30
2003 2004 Change
------- ------- ------
Total revenue $67,511 $69,329 2.7%
Operating income 25,009 25,100 0.4%
Net income 17,211 18,161 5.5%
Average number of shares 34,141 34,435 0.9%
Earnings per share $0.50 $0.53 4.7%
Cash dividends per common share $0.39 $0.45 15.4%
Total revenue from both existing and new customers increased by $1,818 thousand.
It was composed of a $3,372 thousand increase in service revenue offset by a
$1,554 thousand decrease in product revenue.
Operating Expense increased by $1,727 thousand or 4.1% due primarily to a
greater increase in sales and marketing efforts and to higher software service
staff levels along with their associated costs. The result was a $91 thousand
increase in operating income.
Other income, net of other expense, increased by $1,424 thousand. This is due
primarily to $1,078 thousand in cumulative dividends due since 2001 from Pacific
Gas and Electric being paid during the second quarter of 2004 upon emergence
from Chapter 11. In addition, in 2003 we incurred a $500 thousand writedown of
impaired marketable securities offset by a $233 thousand realized gain on
marketable securities, while no such impairments occurred in 2004.
Net income increased by $950 thousand as a result of the disproportionate
increase in other income, net of other expense, during the second quarter of
2004.
Comparison of 1st Half 2004 with 2003 (in thousands where applicable):
6 Months Ended Jun 30
2003 2004 Change
-------- -------- ------
Total revenue $134,792 $138,129 2.5%
Operating income 50,128 50,006 (0.2%)
Net income 34,208 35,209 2.9%
Average number of shares 34,053 34,328 0.8%
Earnings per share $1.00 $1.03 2.1%
Cash dividends per share $0.78 $0.90 15.4%
Total revenue from both existing and new customers increased by $3,337 thousand.
It was composed of a $6,455 thousand increase in service revenue, less a $3,118
thousand decrease in product revenue.
Operating expense increased by $3,459 thousand or 4.1% due primarily to a
greater increase in sales and marketing efforts and to higher software service
staff levels along with their associated costs. The result was a $122 thousand
decrease in operating income.
Other income, net of other expenses, increased by $2,012 thousand. This is due
primarily to $1,078 thousand in cumulative dividends due since 2001 from Pacific
Gas and Electric being paid during the second quarter of 2004 upon emergence
from Chapter 11. In addition, in 2003 we incurred a $1,000 thousand writedown of
impaired marketable securities offset by a $233 thousand realized gain on
marketable securities, while no such impairments occurred in 2004.
Net income increased by $1,001 thousand as a result of the disproportionate
increase in other income, net of other expense, during the first half of 2004.
Changes in Financial Condition for 1st Half 2004:
At December 31, 2003 the Company reported the net book value of fixed assets to
be $140,071 thousand. During the 2nd quarter the Company retired $4,010 thousand
of fully depreciated assets and their accumulated depeciation.
At December 31, 2003 the Company had no payroll tax withholding outstanding
while $2,182 thousand was outstanding at June 30, 2004. This is the primary
reason accounts payable increased by $2,517 thousand during the first six
months of 2004.
Accrued expenses decreased by $7.6 million as a result of the payment of $20
million in bonuses applicable to 2003, offset by the accrual of $12.3 million in
bonus expenses applicable to 2004.
Deferred taxes decreased by $4.2 million as a result of the reduction in the
fair market value of marketable securities held and the resultant reduction in
future income tax liabilities asociated with this decrease.
Liquidity And Capital Resources (in thousands where applicable):
Dec 31 Jun 30
2003 2004
-------- --------
Cash and equivalents $ 18,691 $ 13,041
Total assets 402,407 394,591
Total liabilities 50,709 40,513
Temporary equity 26,080 25,252
Shareholder equity 325,618 328,826
Outstanding number of shares 34,221 34,435
Net assets per share $10.28 $10.28
At June 30, 2004, the Company's cash, cash equivalents and marketable
securities totaled $220.7 million. The marketable securities consisted of
preferred or common equities and government notes which can easily be converted
to cash. Cash flow from operations for the first six months of 2004 was $36.1
million, a decrease of $0.9 million from the first six months of 2003. The
decrease was primarily attributable to changes in working capital. The payment
of $30.9 million in dividends to shareholders constituted the primary use of
cash generated by operating activities during the first half.
MEDITECH has no long-term debt. Net assets at June 30, 2004 totaled $354.1
million. Additions to property, plant and equipment are expected to 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.
Page 8
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.
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
second quarter of 2004. However, during the quarter the Medical Information
Technology, Inc. Profit Sharing Trust purchased 4,660 shares of the Company's
common stock for a total of $122,420 in individual private transactions. Below
is a table showing the purchases of common stock by the Trust during each month
of the second quarter of 2004.
# of shares price paid
purchased per share
----------- ----------
Apr 2004 none
May 2004 3,400 $26.00
Jun 2004 1,260 $27.00
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 June 30, 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)
July 29, 2004
(Date)
By: Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)