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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
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)
617-821-3000
(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 [ ]
The number of shares of Common Stock, $.25 par value, outstanding at December
31, 1996 was 15,938,365
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Index to Form 10-K
Part I
Item 1 - Business Page 3
Item 2 - Properties Page 5
Item 3 - Legal Proceedings Page 6
Item 4 - Submission of Matters to a Vote of Security Holders Page 6
Part II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters Page 6
Item 6 - Selected Financial Data Page 6
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations Page 7
Item 8 - Financial Statements and Supplementary Data Page 8
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure Page 8
Part III
Item 10 - Directors and Executive Officers of the Registrant Page 8
Item 11 - Executive Compensation Page 10
Item 12 - Security Ownership of Certain Beneficial Owners
and Management Page 11
Item 13 - Certain Relationships and Related Transactions Page 11
Part IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports
on Form 8-K Page 12
Signatures Page 12
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Part I
Item 1 - Business
COMPANY OVERVIEW
Medical Information Technology, Inc. (MEDITECH or the Company) was founded
in 1969 to develop and market information system software for the hospital
industry. 1996 revenues reached $168 million and at year-end MEDITECH had a
product backlog of $125 million and more than 1,600 employees.
By the end of 1996 MEDITECH had over 850 active hospital customers throughout
the U.S., Canada and the U.K., as well as a backlog of almost 100 hospitals
waiting implementation. The implementation process consists of teaching
hospital personnel about the operation of the software as well as training them
on how to use it in their daily activity. Once the hospital goes live,
MEDITECH maintains and updates the software thereafter.
HOSPITAL SOFTWARE
Initially MEDITECH developed a software product to automate one of the main
hospital departments, the clinical laboratory that performs various diagnostic
tests on blood and urine specimens. Within a few years, this product became
standardized, thereby requiring minimal adaptation to meet the individual needs
of a typical customer. MEDITECH extended the concept and developed additional
software products for the rest of a hospital's clinical departments.
Eventually, it moved into the financial area by developing a hospital billing
and accounts receivable product as well as various general accounting products.
Although the individual products could be operated in a stand alone fashion,
a hospital achieved maximum effectiveness when they were used in an integrated
mode, sharing access to the common clinical and financial records of the
hospital. This concept ultimately led to MEDITECH developing the so-called
hospital information system, a cohesive set of software products designed from
the onset to work in conjunction with the overall operation of the hospital and
to minimize the need for specialized interfaces.
COMPUTER HARDWARE
Software requires extensive computer and communication equipment to function.
In spite of this, MEDITECH continues to be a pure software company, limiting
itself to specifying the aggregate components needed as well as suggesting
typical configurations from certain hardware vendors. The responsibility is
left to the hospital to purchase the requisite hardware and secure a continuing
source of maintenance service for it.
The hardware components traditionally consist of a small set of central medium-
sized computers and a large set of display terminals and printers distributed
throughout the hospital. All of these elements are interconnected by means of
a standard high speed communication network. The computers execute the
software and include large disk subsystems containing the permanent and common
clinical and financial records of the hospital.
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Hardware technology evolves rapidly, and the current trend is to replace the
display terminals with desktop computers, thereby forming a client server
network. In this mode of operation, the central computers become the file
servers while software is executed locally on the client computer which makes
common file requests to the servers.
LICENSED SOFTWARE
MEDITECH requires a customer to sign a standard software license agreement
prior to product delivery, implementation and subsequent service of the
software. This agreement specifies a front end product fee and a front end
implementation fee both of which are payable over the implementation process,
and a monthly service fee after the site goes live. In addition to precluding
ownership and restricting transfer, the license mandates the hospital hold
MEDITECH harmless from any liability arising from incorrect operation of the
software.
MEDITECH bases its product fee on the total number of hospital beds that a
customer operates at all of its sites, and sets its implementation fee on the
total number of sites. Large hospitals pay more than small hospitals, but
incremental fees continue to diminish. The monthly service fees are always 1%
of the product fees. A typical 250 bed acute care hospital might incur a
$500,000 product fee, $100,000 implementation fee and a $5,000 monthly service
fee. An order is booked and goes into the backlog when a signed software
license and 10% of both front end fees are received.
STAFF ORGANIZATION
MEDITECH is organized into functional units grouped around product development,
sales and marketing, implementation, customer service, accounting and facility
operations. All MEDITECH staff work in company owned buildings located in the
greater Boston area.
From its inception, MEDITECH utilized communication technology which allowed
much of its business activities to be performed by remote access. MEDITECH
staff sitting at their desks may access client hospitals, both personnel and
computers. The need for remote offices is thereby negated. Although most
customer contact is through the phone, certain of the sales and implementation
staff travel to customer sites.
PRODUCT DEVELOPMENT
Most of the product development staff is working on the incremental evolution
of the current product line, as well as creating a few more new products each
year. The rest of the staff is developing a set of replacement products
utilizing a new technology. Approximately every seven years, the company
introduces the next generation of products based on the new technology and
gradually updates existing customers.
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SALES AND MARKETING
Most of the direct sales staff, organized into regions, concentrate on new
prospects. In addition, some of the sales staff monitor existing customers to
expose them to the Company's entire product line. Marketing activities and
promotion are low key because hospitals are easily identified, finite in number
and generally send an RFP to vendors when they are contemplating the purchase
of a hospital information system.
During the sales process, prospects generally visit MEDITECH to talk to product
specialists and to view product demonstrations. Thereafter they are encouraged
to visit various MEDITECH customer sites to observe first hand the software in
actual operation and to discuss issues of concern with hospital personnel.
IMPLEMENTATION PROCESS
To ensure a successful implementation, the staff must properly train a core
group of hospital personnel. To preclude interruptions from normal hospital
activities, MEDITECH mandates that the hospital personnel come to Boston for
intensive training sessions.
As training proceeds, the implementation staff will customize certain
dictionaries to fit the specific need of the hospital's environment, provide
interfaces to non-MEDITECH systems and to assist the hospital in converting
data from legacy systems. In addition, the licensed software will be
delivered, installed and tested on the customer's hardware. MEDITECH will
utilize remote access communication technology to minimize or eliminate the
need to travel.
CUSTOMER SERVICE
Once a hospital goes live, the responsibility of maintaining the customer is
transferred to the service staff. MEDITECH provides 24 hour a day service
coverage to these customers in order to respond to problem calls. In addition,
the staff updates customers with new releases of the software products as they
become available. To ensure the continuing education of the hospital staff,
MEDITECH runs seminars on the use of its products.
COLUMBIA HEALTH CARE
Columbia owns and operates over 350 hospitals in the U.S., Canada, and the U.K.
and is MEDITECH's biggest customer. Through 1996 almost 200 Columbia
hospitals have been implemented by MEDITECH. Columbia provided 28% of 1996's
total revenue and accounts for 33% of our product backlog.
ITEM 2 - Properties
As of December 31, 1996 the Company owned four facilities containing
approximately 845,000 square feet of usable space, all being well maintained
Class A properties in the greater Boston area. The Company leases no real
estate and has adequate space for its reasonable needs over the next couple of
years.
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ITEM 3 - Legal Proceedings
There are no material pending legal proceedings against the Company, nor were
any initiated during the year 1996.
ITEM 4 - Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5 - Market for Registrant's Common Equity and Related
Stockholder Matters
No trading market exists for the Company's Common Stock, and accordingly no
high and low bid information or quotations are available with respect to the
Company's Common Stock.
The Company's Common Stock is subject to right of first refusal restrictions
upon sale, assignment, transfer, pledge or other disposition of any of its
shares.
At December 31, 1996 there were 686 holders of record of its Common Stock and
15,938,365 shares outstanding.
The Company paid quarterly cash dividends totaling the following amounts in the
most recent three fiscal years:
1994 1995 1996
Per Share $1.04 $1.24 $1.40
ITEM 6 - Selected Financial Data
For the Five Years Ended December 31, 1996 (in thousands where applicable):
1992 1993 1994 1995 1996
Operations:
Revenue $92,302 $105,325 $124,223 $143,721 $167,884
Operating Income 36,897 41,285 51,255 58,513 69,550
Net Income 23,196 29,625 32,190 37,085 44,350
Average shares 15,418 15,523 15,641 15,782 15,863
Earnings per share 1.50 1.91 2.06 2.35 2.80
Financial Position:
Cash and cash equivalents $8,299 $6,191 $12,907 $6,512 $18,063
Total assets 99,266 118,923 137,755 197,998 218,339
Total liabilities 16,855 18,870 20,006 60,170 55,871
Shareholders' equity 82,412 100,053 117,749 137,828 162,468
Book Value per share 5.33 6.43 7.51 8.71 10.19
Shares outstanding 15,454 15,567 15,686 15,831 15,938
Other Data:
Working Capital $23,211 $43,027 $60,711 $47,573 $60,373
Cash flows from operations 28,232 26,615 35,218 41,443 56,413
Depreciation 3,558 3,459 3,294 4,809 6,155
Cash dividends per share $0.67 $0.87 $1.04 $1.24 $1.40
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ITEM 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Comparison of Fiscal Years Ended December 31, 1995 and 1996:
Revenue increased 17% from $143.7 million in 1995 to $167.9 million in 1996.
This increase is a result of increased orders from both existing and new
customers, with 38% of the increase attributable to Columbia Health Care, the
Company's largest customer.
Expenses increased 15% from $85.2 million in 1995 to $98.3 million in 1996.
The primary reason for higher operating expenses is higher costs associated
with a 14% increase in staff from 1995 to 1996.
Other Income, net of Other Expense, increased from $1.2 million in 1995 to $4.4
million in 1996 due primarily to: a decrease in interest expense on the
scheduled paydown of a bank note ($1.2 million); an increase in rental income
($0.9 million) and a gain on the sale of our Cambridge facility ($1.4 million).
Income Tax Expense increased from $22.6 million in 1995 to $29.6 million in
1996. 1995's effective tax rate of 38% was a result of an investment tax
credit earned in 1995 on property purchased. 1996's effective tax rate was
at the normal 40% rate.
Comparison of Fiscal Years ended December 31, 1994 and 1995:
Revenues increased 16%, from $124.2 million in 1994 to $143.7 million in 1995.
Over half of this increase was due to additional orders from Columbia Health
Care, the Company's largest customer.
Expenses increased 17%, from $73.0 million in 1994 to $85.2 million in 1995.
The primary reason for higher operating expenses is associated with the
purchase of a new facility during 1995, which doubled office capacity and, in
the nine months of operation, added about $2 million of depreciation to the
Company's 1995 operating expenses.
Other Income, net of Other Expense, decreased from $2.7 million in 1994 to $1.2
million in 1995. The primary cause is associated with the additional interest
and expense incurred with the ownership of the new facility in 1995.
Income Tax Expense increased by only 4%, from $21.8 million to $22.6 million in
1995, due to an investment tax credit of $1.7 million earned on 1995 property
purchases. This credit reduced the effective tax rate from 40% in 1994 to 38%
in 1995.
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ITEM 8 - Financial Statements and Supplementary Data
The Financial Statements are included as part of Exhibit 13 (Annual Report to
Shareholders)
OPERATING RESULTS BY QUARTER:
For the Two Years Ended December 31, 1996 (in thousands where applicable):
Mar 31 Jun 30 Sep 30 Dec 31
1995
Revenue $33,965 $35,459 $34,750 $39,547
Operating income 14,164 14,397 13,475 16,477
Net Income 9,385 9,219 8,636 9,845
Earnings per share .60 .58 .55 .62
1996
Revenue $38,843 $40,309 $41,856 $46,876
Operating income 15,575 16,163 17,278 20,534
Net income 9,745 10,232 11,126 13,247
Earnings per share .61 .65 .70 .84
ITEM 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
ITEM 10 - Directors and Executive Officers of the Registrant
The positions held by each Director and Officer of the Company are shown below.
There are no family relationships among the following persons.
Name of Director or Executive Age Position with the Company
Officer
A. Neil Pappalardo 54 Chief Executive Officer, Chairman of
the Board and Director
Lawrence A. Polimeno 55 Chief Operating Officer, President and
Director
Morton E. Ruderman 60 Director
Jerome H. Grossman 57 Director
Edward B. Roberts 61 Director
Roland L. Driscoll 66 Director
L.P. Dan Valente 66 Director
Howard Messing 44 Executive Vice President
Barbara A. Manzolillo 44 Chief Financial Officer, Treasurer and
Assistant Clerk
Christopher J. Anschuetz 44 Vice President
Robert S. Gale 50 Vice President
Roberta E. Grigg 53 Vice President
Edward G. Pisinski 53 Vice President
Joanne Wood 43 Vice President
Jane E. Currier 44 Chief Corporate Counsel and Clerk
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All Directors are elected each year at the annual meeting of shareholders, and
all executive officers are elected at the first meeting of the Board following
the annual meeting of shareholders and hold office for one year or until their
successors are chosen and qualified.
The Board of Directors has appointed an Audit Committee, Executive Compensation
Committee, and a Charitable Contribution Committee.
The following is a description of the business experience during the past five
years of each Director and Officer.
A. Neil Pappalardo, founder of the Company, is the Chairman of the Board,
Chief Executive Officer, and has been a Director since 1969.
Lawrence A. Polimeno is the President, Chief Operating Officer, and has been a
Director since 1985. He has been with the Company since 1969.
Morton E. Ruderman, Chief Executive Officer of CRES Development, has been a
Director since 1969.
Jerome H. Grossman, Chief Executive Officer of Health Quality, Inc., has been a
Director since 1970.
Edward B. Roberts, Professor at Sloan School, Massachusetts Institute of
Technology, has been a Director since 1969.
Roland L. Driscoll, retired Chief Financial Officer of the Company, has been a
Director since 1985.
L.P. Dan Valente, retired Senior Vice President of EG&G Inc., has been a
Director since 1972.
Howard Messing has been the Executive Vice President since 1995, was a Vice
President prior to that, and has been with the Company since 1974.
Barbara A. Manzolillo has been the Chief Financial Officer since 1996, was the
Treasurer prior to that, and has been with the Company since 1975.
Christopher J. Anschuetz has been a Vice President since 1995, was a Senior
Manager prior to that, and has been with the Company since 1975.
Robert S. Gale has been a Vice President since 1995, was a Senior Manager prior
to that, and has been with the Company since 1976.
Roberta E. Grigg has been a Vice President since 1984, and has been with the
Company since 1975.
Edward G. Pisinski has been a Vice President since 1984, and has been with the
Company since 1973.
Joanne Wood has been a Vice President since 1995, was a Senior Manager prior to
that, and has been with the Company since 1983.
Jane E. Currier is the Chief Corporate Counsel, has been the Clerk since 1986,
and has been with the Company since 1983.
There were no failures to file or late filings under Section 16(a)
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ITEM 11 - Executive Compensation
The following table sets forth the compensation received by the Company's Chief
Executive Officer and the four most highly compensated other Officers for the
three fiscal years ended December 31, 1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
Name and Principal Position Year Salary ($) Bonus ($) Other ($)
A. Neil Pappalardo 1996 360,000 725,000 0
Chairman and Chief 1995 360,000 725,000 0
Executive Officer 1994 360,000 745,000 0
Lawrence A. Polimeno 1996 240,000 625,000 5,962
President and Chief 1995 240,000 575,000 6,130
Operating Officer 1994 240,000 558,000 6,070
Howard Messing 1996 156,000 375,000 5,962
Executive Vice President 1995 156,000 275,000 6,130
1994 156,000 229,000 6,070
Edward G. Pisinski 1996 156,000 300,000 5,962
Vice President - Marketing 1995 156,000 225,000 6,130
1994 156,000 241,000 6,070
Barbara A. Manzolillo 1996 132,000 225,000 5,962
Chief Financial Officer 1995 132,000 175,000 6,130
and Treasurer 1994 132,000 169,000 6,070
Compensation of Executive Officers: There are no employment contracts or
agreements in effect for any Officer of the Company. The Board of Directors
authorizes and directs the bonus program instituted for the recognition of
services rendered by employees. The total amount of the bonus pool is based on
a fixed percentage of operating income as set by the Board of Directors. This
philosophy aligns the interest of all with the interests of the Company's
shareholders.
The Board of Director's Executive Compensation Committee (composed of Mr.
Roberts, Mr. Ruderman, and Mr. Valente) sets Mr. Pappalardo's bonus
compensation based upon the same criteria for awarding bonuses to all officers
and employees.
Pension Plan: The Company maintains a qualified defined contribution plan for
all employees known as the Medical Information Technology, Inc. Profit Sharing
Plan. All employees of the Company who have completed one year of service
participate in the plan. The Company's annual contribution is allocated in
proportion to total compensation (capped at $100,000) of all eligible members
for the plan year. No allocation is allowable under this plan to owners of 10%
or more of the Company's common stock. Contributions by members are not
permitted. Benefits under the plan become fully vested after five years of
continuous service with the Company. Lump sum cash payment is made upon
retirement, death, disability, or termination of employment.
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Compensation of Directors: The members of the Board of Directors who are not
Officers of the Company currently receive a fee of $6,000 for each fully
attended quarterly meeting, with such fee being deemed to also cover any
incidental expenses or directorial conference or committee time expended by
such directors in behalf of the Company during the year.
ITEM 12 - Security Ownership of Certain Beneficial Owners
and Management
The following table provides information as of December 31, 1996 with respect
to the shares of Common Stock beneficially owned by each person known by the
Company to own more than 5% of the Company's outstanding Common Stock, each
Director of the Company, each Executive Officer named in the Summary
Compensation Table and by all Directors and Executive Officers of the Company
as a group. The number of shares beneficially owned is determined according to
rules of the Securities and Exchange Commission. Under such rules, a person's
beneficial ownership includes any shares as to which such person has sole or
shared voting power or investment power.
Number of Shares
of Common Stock % of Shares of
Name Beneficially Owned Common Stock
A. Neil Pappalardo 4,271,406 26.80%
Morton E. Ruderman 2,357,919 14.79%
Jerome Grossman 600,675 3.77%
Lawrence A. Polimeno 580,100 3.64%
Edward B. Roberts 381,416 2.39%
Roland L. Driscoll 264,000 1.66%
Edward G. Pisinski 145,500 <1%
Howard Messing 125,000 <1%
Barbara A. Manzolillo 75,000 <1%
L. P. Dan Valente 42,500 <1%
Directors and Executive Officers
as a Group (10 persons) 8,843,516 55.49%
Curtis W. Marble 1,865,052 11.70%
Medical Information Technology Inc.
Profit Sharing Trust 1,408,745 8.84%
The address of all Executive Officers and Directors is in care of the Company,
MEDITECH Circle, Westwood, MA 02090.
ITEM 13 - Certain Relationships and Related Transactions
None.
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PART IV
ITEM 14 - Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
Exhibit 3i (Articles of Incorporation) and Exhibit 3ii (By-Laws) are
incorporated by reference from the registration statement on Form 10 effective
April 27, 1996, File # 0-28092.
Exhibit 13 (Annual Report to Shareholders) and Exhibit 27 (Financial Data
Schedule) are appended to this document.
There were no reports filed on Form 8-K during the quarter ended December 31,
1996.
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)
March 31, 1997
(Date)
Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)