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EX-32 - SECTION 1350 CERTIFICATIONS - Medical Information Technology, Inc.ex32.htm
EX-21 - SUBSIDIARIES OF THE COMPANY - Medical Information Technology, Inc.ex21.htm
EX-31 - RULE 13A-14(A) CERTIFICATIONS - Medical Information Technology, Inc.ex31.htm
UNITED STATES
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, 2011

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)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: Common Stock, par value $1.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registration was required to submit and post such files). Yes [X] No [ ]

Page 1 of 29

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated file, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non accelerated filer [X] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes [ ] No [X]

No public trading market exists for the registrant's common stock. There were 36,541,348 shares of common stock, $1.00 par value, outstanding at December 31, 2011.

Index to Form 10-KPage


Part I 
  Item 1 - Business3
  Item 1A - Risk Factors6
  Item 1B - Unresolved Staff Comments6
  Item 2 - Properties6
  Item 3 - Legal Proceedings6
  Item 4 - (Removed and Reserved)6
Part II 
  Item 5 - Market for Registrant's Common Equity and Related Shareholder Matters6
  Item 6 - Selected Financial Data7
  Item 7 - Management's Discussion and Analysis of Operating Results and 
    Financial Condition7
  Item 7A - Quantitative and Qualitative Disclosures About Market Risk8
  Item 8 - Financial Statements and Supplementary Data9
  Item 9 - Changes in and Disagreements with Accountants on Accounting and 
    Financial Disclosure22
  Item 9A - Controls and Procedures22
  Item 9B - Other Information22
Part III 
  Item 10 - Directors, Executive Officers and Corporate Governance23
  Item 11 - Executive Compensation26
  Item 12 - Security Ownership of Certain Beneficial Owners and Management and 
    Related Shareholder Matters27
  Item 13 - Certain Relationships and Related Transactions, and Director Independence28
  Item 14 - Principal Accountant Fees and Services28
Part IV 
  Item 15 - Exhibits29
Signatures29

Page 2 of 29

Part I

Item 1 - Business


COMPANY OVERVIEW

Medical Information Technology, Inc. (MEDITECH) was founded in 1969 to develop, manufacture, license and support computer software products for the hospital market. For 2011 on a consolidated basis combined product and service revenue was $545.2M, operating income was $183.0M and net income was $124.0M. Product bookings were $309.8M and the resultant year-end product backlog was $338.1M. By year-end MEDITECH had 3,845 staff members, and over 2,400 active hospital sites throughout the United States, Canada and the United Kingdom.

HOSPITAL SOFTWARE

At the beginning MEDITECH developed a software product to automate one of the main departments in a hospital, the clinical laboratory which performs various diagnostic tests on blood or 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. MEDITECH now offers home health care software products to hospitals. Recently MEDITECH began offering physician office management software products as well.

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 outset to work in conjunction with the overall operation of the hospital and to minimize the need for specialized interfaces.

COMPUTER HARDWARE

Sophisticated software, such as MEDITECH's, 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.

Hardware technology evolves rapidly, and the current trend has been to replace the display terminals with desktop and handheld 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 file requests to the servers.

Page 3 of 29

LICENSED SOFTWARE

MEDITECH requires a hospital 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 customer hold MEDITECH harmless from any liability arising from incorrect operation of the software.

MEDITECH bases its product fee on a customer's net patient revenue across all of its sites, and sets its implementation fee on the total number of sites. As a result larger hospitals pay more than smaller hospitals. The monthly service fees are 1% of the product fees. A typical 150 bed acute care hospital which licenses most of our software might incur a $3,000,000 product fee, a $750,000 implementation fee and a $30,000 monthly service fee. An order is booked when a signed software license and a 10% deposit are received.

STAFF ORGANIZATION

MEDITECH is organized into functional units grouped around product development, sales and marketing, implementation, customer service, accounting and facility operations. MEDITECH staff work in nine company owned facilities - six in the greater Boston area, one in Atlanta and two in the Minneapolis 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. As a result, there is no need for remote offices. Although most customer contact is through the phone or e-mail, 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 the creation of new products each year. The rest of the staff is developing a set of replacement products utilizing a new software technology. Approximately every twelve years, MEDITECH introduces the next generation of products based on the new software technology and gradually updates existing customers.

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 MEDITECH's entire product line. Marketing activities and promotion are low key because hospitals are easily identified, finite in number and generally send a request for proposal to vendors when they contemplate 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.

Page 4 of 29

IMPLEMENTATION

To ensure a successful implementation, the staff must properly train a core group of hospital personnel about the operation of the software and how to use it in their daily activity. To avoid interruptions from normal hospital activities, MEDITECH requires the hospital personnel to come to its offices in the Boston area for intensive training sessions.

As training proceeds, the implementation staff customizes certain dictionaries to fit the specific need of the hospital's environment, provides interfaces to non-MEDITECH systems and assists the hospital in converting data from legacy systems. In addition, MEDITECH delivers, installs and tests the licensed software on the customer's hardware. MEDITECH utilizes remote access communication technology to minimize 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.

HCA-THE HEALTHCARE COMPANY

HCA-The Healthcare Company utilizes a MEDITECH clinical information system in over 250 hospitals and has been MEDITECH's largest customer for many years. HCA represented 7% of MEDITECH revenues in 2011.

COMPETITION

The market for health care information systems is subject to the technological imperative. Accordingly, MEDITECH has a completely integrated set of application products, implements them successfully, provides ongoing maintenance including updates and continues the developmental process. MEDITECH's competitors who make similar claims include GE, Siemens, McKesson, Cerner, Eclipsys, CPSI and Epic. MEDITECH does not offer the breadth of products and services which the competition offers to hospitals nor does MEDITECH offer the products and services which the competition offers to related medical enterprises. Instead MEDITECH focuses exclusively in the hospital information system software market and believes it competes favorably in this market.

ACCESS TO SEC FILINGS

MEDITECH's website address is "www.meditech.com" which provides access to its annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and all amendments thereof just as soon as such reports are filed with the SEC. The links so provided allow access to copies of the reports stored on MEDITECH's website, but a link is also provided to allow access to all of MEDITECH's filings stored on the SEC's website as well.

One may use "http://www.sec.gov/cgi-bin/browse-edgar?CIK=1011452&action=getcompany" to access all of MEDITECH's filings stored on the SEC's website instead.

In addition MEDITECH will provide paper copies of these filings free of charge to its shareholders upon request.

Page 5 of 29

Item 1A - Risk Factors

There are numerous risk factors which may affect future results of operations. The health care industry is highly regulated and is subject to changing economic and political influences. Federal and state legislatures could modify the health care system in respect to reimbursement and financing. Hospitals may respond to these pressures by delaying the purchase of new information systems. Previous volatility in the market place such as that due to Y2K concerns and September 11th could reappear and cause delays. The Health Insurance Portability and Accountability Act of 1996 directly impacts the industry by specifying standards to protect the security and confidentiality of patient information. It may be possible for patients to bring claims against software providers regarding injuries due to errors. Hospitals consolidating into an integrated health care delivery system may be able to negotiate price reductions. Finally, MEDITECH is dependent on a cohesive group of long time senior managers and staff with vast experience in the hospital industry and software technology.

Item 1B - Unresolved Staff Comments


None.

Item 2 - Properties


As of December 31, 2011 MEDITECH owned nine facilities containing almost 1.4 million square feet of office space, all being well maintained Class A properties, six in the greater Boston area, one in Atlanta and two in the Minneapolis area. MEDITECH occupies 75% of the space and the remaining 25% is leased to various tenants. MEDITECH has adequate space for its reasonable needs over the near future.

Item 3 - Legal Proceedings


None

Item 4 - (Removed and Reserved)


PART II

Item 5 - Market for Registrant's Common Equity and Related Shareholder Matters


No public trading market exists for MEDITECH's common stock, and accordingly no high and low bid information or quotations are available.

The sale, assignment, transfer, pledge or other disposition of any of MEDITECH's common stock is subject to right of first refusal restrictions set forth in MEDITECH's charter. There are no shareholder agreements with MEDITECH covering the voting or repurchase of MEDITECH stock.

During 2011 MEDITECH did not repurchase any of its shares of common stock. However, during 2011 the MEDITECH Profit Sharing Trust purchased 6,840 shares at $40.00 per share during January through April, 3,830 shares at $41.00 per share during May through August and 8,565 shares at $42.00 per share during September through December from existing shareholders in individual private transactions for an aggregate consideration of $790,360.

During February 2011 pursuant to the 2004 Stock Purchase Plan, MEDITECH sold 235,184 shares of its common stock at $40 per share to certain staff members for an aggregate consideration of $9,407,360.

Page 6 of 29

At December 31, 2011, there were 1,971 shareholders of record of MEDITECH's common stock and 36,541,348 shares outstanding.

MEDITECH has paid quarterly cash dividends continuously since 1980. Dividends paid per share during the last five years are set forth within the table in Item 6.

Item 6 - Selected Financial Data

MEDITECH's financial statements are presented on a consolidated basis in this 10-K. The results include the effect of the 2nd quarter 2007 acquisition of PtCT and the 1st quarter 2011 acquisition of LSS. Selected financial data for the past 5 years ended December 31 are as follows:

 20072008200920102011
 




Full Year Operations:     
  Total revenue$376,233,882$397,929,595$393,025,014$459,098,488$545,224,384
  Operating income126,461,550130,063,109119,889,942154,766,067182,985,224
  Net income88,542,50835,668,73981,833,331108,825,304124,001,302
  Average shares35,388,51035,670,24635,709,92636,055,85336,411,749
  Net income/share$2.50$1.00$2.29$3.02$3.41
Year End Position:     
  Total assets$493,736,795$430,584,445$466,679,816$522,481,622$596,101,938
  Total liabilities80,272,22077,216,27286,279,50195,301,123110,161,795
  Shareholder equity413,464,575353,368,173380,400,315427,180,499485,940,143
  Shares outstanding35,481,27135,687,42635,822,42636,186,16436,541,348
  Shareholder equity/share$11.65$9.90$10.62$11.81$13.30
Other Financial Data:     
  Working capital$201,126,941$150,562,285$204,084,814$253,946,911$298,770,283
  Operating cash flow108,982,62089,326,267104,412,485128,263,540140,922,586
  Depreciation expense8,795,5119,660,9209,916,8659,880,41210,740,217
  Cash dividends/share$2.40$2.52$2.52$2.40$2.68

Item 7 - Management's Discussion and Analysis of Operating Results and Financial Condition


Comparison of Fiscal Years ended December 31, 2010 and 2011:

Total revenue from both existing and new customers increased $86.1 million or 18.8% from $459.1 million in 2010 to $545.2 million in 2011. It was composed of $61.5 million in additional product revenue and $24.6 million in additional service revenue.

Operating expenses increased $57.9 million or 19.0% from $304.3 million in 2010 to $362.2 million in 2011 due primarily to additional staff and bookings related costs. The resultant operating income increased $28.2 million or 18.2% from $154.8 million in 2010 to $183.0 million in 2011.

Other income decreased $5.8 million due primarily to investment gains in the prior period. Other expense increased slightly. The resultant pretax income increased $22.3 million or 13.2% from $169.6 million in 2010 to $191.9 million in 2011.

MEDITECH's effective tax rate decreased from 35.8% in 2010 to 35.4% in 2011 due primarily to changes in tax related reserves. The resultant net income increased $15.2 million or 13.9% from $108.8 million in 2010 to $124.0 million in 2011.

Page 7 of 29

Comparison of Fiscal Years ended December 31, 2009 and 2010:

Total revenue from both existing and new customers increased $66.1 million or 16.8% from $393.0 million in 2009 to $459.1 million in 2010. It was composed of $50.9 million in additional product revenue and $15.2 million in additional service revenue.

Operating expenses increased $31.2 million or 11.4% from $273.1 million in 2009 to $304.3 million in 2010 due primarily to additional staff and bookings related costs. The resultant operating income increased $34.9 million or 29.1% from $119.9 million in 2009 to $154.8 million in 2010.

Other income increased $7.6 million due primarily to investment gains. Other expense decreased slightly. The resultant pretax income increased $42.7 million or 33.6% from $126.9 million in 2009 to $169.6 million in 2010.

MEDITECH's effective tax rate increased from 35.5% in 2009 to 35.8% in 2010 due primarily to tax related reserves. The resultant net income increased $27.0 million or 33.0% from $81.8 million in 2009 to $108.8 million in 2010.

Financial Condition:

At December 31, 2011 MEDITECH's cash, cash equivalents and marketable securities totaled $337.2 million. Marketable securities consisted of preferred and common equities. During 2011 cash flow from operations was $140.9 million, cash flow used in investing was $92.5 million and cash flow used in financing was $88.0 million. The payment of $97.5 million in dividends to shareholders was the primary use of cash generated by operating activities during this period.

MEDITECH has no long-term debt. Shareholder equity at December 31, 2011 was $485.9 million. During 2011 management expended $10.6 million for updated facilities as well as continued additions of 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.

Critical Accounting Policies:

All of our significant accounting policies are described in the notes to the consolidated financial statements included in Item 8 of this report. We believe four of these constitute our most critical policies requiring estimates and judgments by management which are significant in terms of materiality. Reference Note 1(a) for revenue recognition, Note 2 for marketable securities, Note 3 for doubtful account reserve and Note 8 for income taxes.

Item 7A - Quantitative and Qualitative Disclosures About Market Risk


Market risk associated with equity securities is disclosed in Note 2 to the Consolidated Financial Statements.

Page 8 of 29

Item 8 - Financial Statements and Supplementary Data

Consolidated Financial Statements of Medical Information Technology, Inc.
As of December 31, 2009, 2010 and 2011
Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Medical Information Technology, Inc.:

We have audited the accompanying consolidated balance sheets of Medical Information Technology, Inc. (a Massachusetts corporation) and subsidiary as of December 31, 2009, 2010 and 2011, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Medical Information Technology, Inc. as of December 31, 2009, 2010 and 2011, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December, 31, 2011, in conformity with U. S. generally accepted accounting principles.

Ernst & Young LLP
Boston, Massachusetts
January 31, 2012

Index to Consolidated Financial StatementsPage


Consolidated Balance Sheets as of December 31, 2009, 2010 and 2011
 
10
 
Consolidated Statements of Income for the Years 2009, 2010 and 2011
 
11
 
Consolidated Statements of Shareholder Equity for the Years 2009, 2010 and 2011
 
12
 
Consolidated Statements of Cash Flows for the Years 2009, 2010 and 2011
 
13
 
Notes to Consolidated Financial Statements14-21

Page 9 of 29

Consolidated Balance Sheets
as of December 31, 2009, 2010 and 2011

 Dec 31, 2009Dec 31, 2010Dec 31, 2011
 


Cash and equivalents (Note 1)$39,233,486$97,789,985$59,847,020
Marketable securities (Note 2)188,182,594188,888,044277,354,769
Accounts receivable, net of reserve (Note 3)49,821,76955,393,22761,280,336
Deferred taxes (Note 8)13,126,4667,176,77810,449,954
 


  Current assets290,364,315349,248,034408,932,079
 


Computer equipment10,042,85910,778,17812,455,809
Furniture and fixtures42,985,48146,353,09453,816,542
Buildings179,396,034179,391,878183,411,627
Land33,407,95933,407,95935,329,565
Accumulated depreciation(102,027,244)(108,032,365)(116,553,548)
 


  Fixed assets (Note 1)163,805,089161,898,744168,459,995
 


Other assets (Note 4)12,510,41211,334,84418,709,864
 


  Total assets$466,679,816$522,481,622$596,101,938
 


    
Accounts payable$155,731$395,012$326,281
Taxes payable5,938,5153,458,0445,213,475
Accrued expenses (Note 5)34,794,45943,472,11351,027,125
Deferred revenue30,971,81336,476,91741,030,877
Tax reserves (Note 8)14,418,98311,499,03712,564,037
 


  Total liabilities86,279,50195,301,123110,161,795
 


Common stock, $1.00 par value, authorized
  40,000,000 shares, issued and outstanding
  35,822,426  shares in 2009, 36,186,164 shares
  in 2010 and 36,541,348 shares in 2011
 
 
 
35,822,426
 
 
 
36,186,164
 
 
 
36,541,348
Additional paid-in capital67,150,65780,605,22594,817,401
Retained income259,442,204281,854,958308,404,621
Unrealized security gains (losses), net of tax17,985,02828,534,15246,176,773
 


  Shareholder equity380,400,315427,180,499485,940,143
 


  Total liabilities and shareholder equity$466,679,816$522,481,622$596,101,938
 



The accompanying notes are an integral part of these consolidated financial statements.

Page 10 of 29

Consolidated Statements of Income
for the Years Ended December 31, 2009, 2010 and 2011

 Dec 31, 2009Dec 31, 2010Dec 31, 2011
 


Product revenue$175,890,430$226,807,931$288,351,034
Service revenue217,134,584232,290,557256,873,350
 


  Total revenue (Note 1)393,025,014459,098,488545,224,384
 


Operations, development186,839,275204,445,862245,924,776
Selling, G & A (Note 6)86,295,79799,886,559116,314,384
 


  Operating expenses273,135,072304,332,421362,239,160
 


  Operating income119,889,942154,766,067182,985,224
    
Other income (Note 7)14,123,12621,725,89615,923,805
Other expense (Note 7)7,116,3436,902,4737,001,738
 


  Pretax income126,896,725169,589,490191,907,291
    
State income tax9,983,60112,341,12312,980,841
Federal income tax35,079,79348,423,06354,925,148
 


  Income tax (Note 8)45,063,39460,764,18667,905,989
 


  Net income$81,833,331$108,825,304$124,001,302
 



The accompanying notes are an integral part of these consolidated financial statements.

Page 11 of 29

Consolidated Statements of Shareholder Equity
for the Years Ended December 31, 2009, 2010 and 2011

 
 
     Common
# of shares
Stock
Paid-in capital
   Retained
    income
 Shareholder
    equity
 



Balance, December 31, 200835,687,426$97,978,083$267,569,536$353,368,173
Issuance of common stock
  sold to a Director
 
15,000
 
555,000
 
 
 
555,000
Issuance of common stock
  to the Profit Sharing Plan
 
120,000
 
4,440,000
 
 
 
4,440,000
Net income  81,833,33181,833,331
Unrealized security gains   30,164,474
Dividends paid  (89,960,663)(89,960,663)
 



Balance, December 31, 200935,822,426 $102,973,083$259,442,204$380,400,315
Issuance of common stock pursuant
  to the 2004 Stock Purchase Plan
 
243,738
 
9,018,306
 
 
 
9,018,306
Issuance of common stock
  to the Profit Sharing Plan
 
120,000
 
4,800,000
 
 
 
4,800,000
Net income  108,825,304108,825,304
Unrealized security gains   10,549,124
Dividends paid  (86,412,550)(86,412,550)
 



Balance, December 31, 201036,186,164$116,791,389$281,854,958$427,180,499
Issuance of common stock pursuant
  to the 2004 Stock Purchase Plan
 
235,184
 
9,407,360
 
 
 
9,407,360
Issuance of common stock
  to the Profit Sharing Plan
 
120,000
 
5,160,000
 
 
 
5,160,000
Net income  124,001,302124,001,302
Unrealized security gains   17,642,621
Dividends paid  (97,451,639)(97,451,639)
 



Balance, December 31, 201136,541,348$131,358,749$308,404,621$485,940,143
 




The accompanying notes are an integral part of these consolidated financial statements.

Page 12 of 29

Consolidated Statements of Cash Flows
for the Years Ended December 31, 2009, 2010 and 2011

 Dec 31, 2009Dec 31, 2010Dec 31, 2011
 


Net income$81,833,331$108,825,304$124,001,302
Depreciation expense9,916,8659,880,41210,740,217
Stock contributions to qualified profit sharing plan4,440,0004,800,0005,160,000
Write-downs of marketable securities1,725,00000
Reversal of prior write-downs(72,680)(4,642,893)0
(Gain) loss on sales of marketable securities              (3,277)8650
Deferred taxes on unrealized securities gain(1,952,961)00
Change in accounts receivable, net of reserve(2,251,819)(5,571,458)(2,591,106)
Change in accounts payable(469,595)239,281(128,700)
Change in taxes payable2,773,202(2,480,471)1,497,240
Change in accrued expenses827,3488,677,6546,609,962
Change in deferred revenues6,732,2735,505,1041,187,847
Change in deferred taxes and tax reserves914,7983,029,742(5,554,176)
 


  Net cash from operating activities104,412,485128,263,540140,922,586
 


Purchases of marketable securities(44,045,513)(20,797,646)(70,824,104)
Sales of marketable securities58,733,89935,283,348 
Purchases of fixed assets(3,419,246)(8,016,749)(10,644,343)
Change in other assets(7,232)1,218,2503,448,317
Acquisition of LSS, net of cash acquired  (12,801,142)
 


  Net cash from (used in) investing activities11,261,9087,687,203(90,821,272)
 


Sales of common stock555,0009,018,3069,407,360
Dividends paid(89,960,663)(86,412,550)(97,451,639)
 


  Net cash used in financing activities(89,405,663)(77,394,244)(88,044,279)
 


Net change in cash and equivalents26,268,73058,556,499(37,942,965)
Cash and equivalents at beginning of year12,964,75639,233,48697,789,985
 


Cash and equivalents at end of year$39,233,486$97,789,985$59,847,020
 


Supplemental Disclosure:   
  Cash paid for income taxes$41,842,931$60,467,824$69,295,676

The accompanying notes are an integral part of these consolidated financial statements.

Page 13 of 29

Notes to Consolidated Financial Statements December 31, 2011

(1) OPERATIONS AND ACCOUNTING POLICIES

MEDITECH is engaged in the development, manufacture, licensing and support of computer software products for the hospital market. The principal market for its products consists of health care providers located primarily in the United States and Canada.

The accompanying consolidated financial statements reflect the application of certain accounting policies discussed below. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The consolidated financial statements include MEDITECH's wholly owned subsidiary, LSS Data Systems, Inc., in accordance with Accounting Standards Codification (ASC) 810, Consolidation of Financial Statements.

(a) Revenue Recognition

MEDITECH follows the provisions of ASC 985-605-25, Software Revenue Recognition, and ASC 605-35-25, Construction-Type and Production-Type Contracts. MEDITECH enters into perpetual software license contracts which provide for a customer deposit upon contract execution, milestone billings during the implementation phase and fixed monthly support fees thereafter.

MEDITECH classifies software fees and related implementation fees together as product revenue in the statement of income and recognizes these fees as revenue upon completion of each contract milestone. MEDITECH classifies post-implementation support fees as service revenue in the statement of income and recognizes these fees as revenue when the related services are rendered.

MEDITECH follows the provisions of ASC 605-45-15, Reimbursements Received for Out-of-Pocket Expenses. Such expenses are characterized as product revenue with offsetting operating expenses included in the consolidated income statement.

(b) Software Development Costs

MEDITECH follows the provisions of ASC 985-20, Accounting for the Costs of Computer Software to Be Sold, Leased or Marketed. ASC 985-20 establishes standards for capitalizing software development costs incurred after technological feasibility of the software development projects is established and the realizability of such capitalized costs through future operations is expected, if such costs become material. To date, development costs incurred by MEDITECH after technological feasibility has been established have been immaterial and as such have been charged to operations as incurred.

(c) Cash and Equivalents

MEDITECH considers all highly liquid investments purchased with original maturities of 90 days or less to be cash equivalents.

(d) Common Stock Dividend Policy

MEDITECH's Board of Directors has full discretion regarding the timing and amounts of dividends paid on common stock. The annual dividend paid quarterly on shares then outstanding for the past 3 years ended December 31 was $2.52, $2.40 and $2.68 per share.

Page 14 of 29

(e) Fixed Assets

MEDITECH carries all fixed assets on a cost basis and provides for depreciation in amounts estimated to allocate the costs thereof under the following depreciation methods and estimated useful lives:

DescriptionMethodUseful Life



Computer equipmentMACRS3-5 years
Furniture and fixturesMACRS7 years
Furniture and fixturesSL10 years
BuildingsSL31.5-40 years

Maintenance costs are expensed as incurred. Improvements are capitalized and depreciated over the asset's useful life. During late 2010 MEDITECH signed an agreement to purchase land for $9.5 million subject to approval to construct a 185,000 sq ft building thereon. During 2011 MEDITECH spent $2.3 million in architecture and engineering fees, but by the end of 2011 MEDITECH had been unable to secure such approval. Therefore, MEDITECH cancelled the agreement and the $2.3 million, previously treated as construction-in-progress, has been expensed and charged to G&A.

(f) Fair Value of Financial Instruments and Concentration of Credit Risk

The carrying value of MEDITECH's cash and cash equivalents, accounts receivable and accounts payable approximates their fair value due to the short-term nature of these financial instruments. MEDITECH's marketable securities are carried at fair value (see Note 2).

Financial instruments that potentially subject MEDITECH to concentrations of credit risk are principally cash, cash equivalents, marketable securities and accounts receivable. MEDITECH places its cash and cash equivalents in highly rated institutions. Concentration of credit risk with respect to accounts receivable is limited to certain customers to whom MEDITECH makes substantial sales. To reduce risk, MEDITECH routinely assesses the financial strength of its customers and, as a result, believes that its accounts receivable credit risk exposure is limited. MEDITECH maintains a reserve for doubtful accounts but historically has not experienced any significant credit losses related to an individual customer or groups of customers. As of December 31, 2009, 2010 and 2011 no individual customer accounted for greater than 10% of the outstanding accounts receivable.

(g) Net Income per Common Share

MEDITECH follows the provisions of ASC 260-10, Earnings per Share, which requires reporting both basic and diluted earnings per share. MEDITECH has no common share equivalents such as preferred stock, warrants or stock options which would dilute earnings per share. Thus, earnings per share computed by dividing net income by the weighted average number of common shares outstanding during the past 3 years ended December 31 is as follows:

 200920102011
 


Net income$81,833,331$108,825,304$124,001,302
Average number of shares35,709,92636,055,85336,411,749
Earnings per share$2.29$3.02$3.41

The average number of shares outstanding during the periods reflects the issuance of common stock sold to staff members pursuant to the 2004 Stock Purchase Plan, the issuance of common stock to the Profit Sharing Plan and the issuance of shares sold to a Director.

Page 15 of 29

(h) Comprehensive Income

MEDITECH follows the provisions of ASC 220-10, Comprehensive Income, which 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 or losses on marketable securities classified as available for sale, foreign currency translation adjustments and minimum pension liability adjustments. MEDITECH's comprehensive income including net unrealized gains or losses on marketable securities for the past 3 years ended December 31 is as follows:

 200920102011
 


Net income$81,833,331$108,825,304$124,001,302
Net unrealized gains30,164,47410,549,12417,642,621
 


Comprehensive income$111,997,805$119,374,428$141,643,923
 



(i) Segment, Geographic and Enterprise-Wide Reporting

MEDITECH follows the provisions of ASC 280-10, Segment Reporting. Based on the criteria set forth in ASC 280-10, MEDITECH currently operates in one operating segment, medical software and services. MEDITECH derives substantially all of its operating revenue from the sale and support of one group of similar products and services. All of MEDITECH's assets are located within the United States. MEDITECH's operating revenue percentage based on location of customer for the past 3 years ended December 31 is as follows:

 200920102011
 


United States86%89%90%
Canada11%9%8%
Other3%2%2%

One customer accounted for approximately 6%, 8% and 7% of total revenue for the past 3 years ended December 31.

(j) Recent Accounting Pronouncements

Effective December 15, 2011 MEDITECH adopted the provisions of ASC 350-20-35 Intangibles and Goodwill Impairment Evaluation - Qualitative Testing. An entity may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An evaluation shall assess relevant events and circumstances and should include, but are not limited to: a significant adverse change in legal factors or in industry/business climate, unanticipated competition, an adverse action or assessment by a regulator, or overall financial performance. If, after assessing the totality of such events and circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then the first and second steps of the goodwill impairment test are unnecessary.

Page 16 of 29

(2) MARKETABLE SECURITIES

MEDITECH follows the provisions of ASC 320-10, Investments - Debt and Equity Securities, which requires marketable securities be classified as trading, available-for-sale or held-to-maturity. MEDITECH classifies its marketable securities as available-for-sale and records them at fair value with any unrealized gains or losses, net of tax, reported as a component of shareholder equity. The fair value was determined based on quoted prices in active markets. ASC 320-10 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 temporary in nature. If the decline in fair value is not judged as such, the cost basis of the individual security shall be reduced to fair value and the amount of the write-down shall be reflected in earnings.

MEDITECH follows the provisions of ASC 320-10-35 Subsequent Measurement, and evaluates its marketable securities for other-than-temporary impairment using an impairment model consistent with a debt security. The factors considered include the severity and duration of the loss, the intent and ability to hold the securities for an extended period of time until recovery, and whether issuers are current on dividend payments and maintain investment grade ratings. Finally, the effect of fluctuating interest rates, current economic and industry conditions, and the issuers' current financial position are also taken into consideration.

MEDITECH follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures, which provides for expanded disclosure and guidelines to determine fair market value of assets and liabilities. ASC 820-10 applies whenever other standards require or permit assets and liabilities to be measured at fair value, but does not expand the use of fair value in any new circumstances. MEDITECH's marketable securities represent assets measured at fair value on a recurring basis, and are considered Level 1 assets as defined by ASC 820-10.

At December 31, 2011 MEDITECH's marketable securities had an adjusted cost basis of $231,177,996 and a fair value of $277,354,769. The difference included unrealized gains of $47,060,295 and unrealized losses of $883,522 which have been accounted for within comprehensive income. Those in loss status are marketable securities issued by large financial institutions and each loss is less than 3% of original cost. MEDITECH has evaluated the unrealized losses as of December 31, 2011 and has concluded that the unrealized losses are temporary in nature.

The cost basis net of write-downs, unrealized gains, unrealized losses and fair market value of MEDITECH's holdings for the past 3 years ended December 31 are as follows:

 200920102011
 


Net cost of equities$170,197,566$160,353,893$231,177,996
Unrealized gains19,052,09028,744,26647,060,295
Unrealized losses(1,067,062)(210,115)(883,522)
 


Fair market value $188,182,594$188,888,044$277,354,769
 



Page 17 of 29

(3) RESERVE FOR DOUBTFUL ACCOUNTS

The components of the reserve for doubtful accounts for the past 3 years ended December 31 are as follows:

 200920102011
 


Reserve at beginning of year$1,210,000$1,070,000$1,250,000
Amounts charged to expense 180,000321,585
Amounts written off(140,000) (71,585)
 


Reserve at end of year$1,070,000$1,250,000$1,500,000
 



(4) OTHER ASSETS

MEDITECH follows the provisions of ASC 323-10, Investments - Equity Method and Joint Ventures, and as such, accounts for the equity investment in Meditech South Africa in accordance with the cost method. Meditech South Africa licenses MEDITECH's software technology and re-licenses it to its respective customers. Meditech South Africa serves a market niche which is part of the overall medical market but is outside of the hospital market which MEDITECH serves. Meditech holds a fully collateralized mortgage note for a loan to Meditech South Africa to purchase land and a building used as its corporate headquarters. MEDITECH believes the fair value of this investment and loan balance approximates its December 31, 2011 carrying value.

During the 2nd quarter 2007 MEDITECH acquired Patient Care Technologies, Inc. (PtCT), a company engaged in the development, manufacture, licensing and support of computer software products for the home health care market. MEDITECH accounted for this acquisition under the purchase method of accounting in accordance with ASC 805-10, Business Combinations. The values of acquired assets, assumed liabilities and intangibles are based upon management's estimates of fair value as of the date of acquisition. A deferred tax asset was recognized to reflect the tax benefit expected to be realized from the carryforward of net operating losses. The identified intangibles, consisting of developed software products and backlog, were valued at $5,977,801 and are being amortized over their 7 year useful lives. A deferred tax liability was recognized to reflect the tax effect of these identified intangibles as such amounts are not deductible for tax purposes. The unidentified intangibles were valued at $1,211,786 and are not amortizable. MEDITECH's financials were presented on a consolidated basis upon acquisition. PtCT merged with and into MEDITECH effective December 31, 2009.

During the 1st quarter 2011 MEDITECH acquired LSS Data Systems, Inc. (LSS), a company engaged in the development, manufacture, licensing and support of ambulatory information system software for physician practices. Prior to the 1st quarter 2011 MEDITECH paid $2,587,500 for approximately 22.2% of the outstanding capital stock of LSS. On February 23, 2011 MEDITECH acquired the shares of LSS's founding shareholders for $13,736,250 in cash, thereby increasing its ownership to 96.0%. Immediately thereafter LSS was merged with and into a wholly-owned subsidiary of MEDITECH and MEDITECH paid an additional $762,580 to the remaining LSS shareholders. This acquisition does not represent a material business combination, thus no pro forma financial information is being provided.

MEDITECH accounts for this acquisition under the purchase method of accounting in accordance with ASC 805-10, Business Combinations. The values of $11,904,816 in acquired assets, $4,629,323 in assumed liabilities and $9,810,837 for intangibles are based upon management's estimates of fair value as of the date of acquisition. The identified intangibles, consisting of

Page 18 of 29

developed software products and customer relations, are valued at $9,000,000 and are being amortized over their 8 year useful lives. A deferred tax liability was recognized to reflect the tax effect of these identified intangibles as such amounts are not deductible for tax purposes. The unidentified intangibles are valued at $810,837 and are not amortizable. MEDITECH's financials are presented on a consolidated basis in this 10-K effective March 31, 2011. During the last 3 quarters of 2011 LSS operations generated $20.5 million in total revenue, $7.8 million in operating profit and $4.7 million in net income.

In accordance with ASC 805-10 and ASC 350-20-35, on an annual basis MEDITECH qualitatively assesses it's investments for impairment testing and on December 31, 2011 concluded no impairment testing was needed. The components of other assets for the past 3 years ended December 31 are as follows:

 200920102011
 


Investments$4,027,561$4,027,561$1,440,061
Mortgage Notes3,001,2002,679,600929,000
Intangibles5,481,6514,627,68312,740,8038
Other  3,600,000
 


Other assets$12,510,412$11,334,844$18,709,864
 



(5) ACCRUED EXPENSES

The components of accrued expenses for the past 3 years ended December 31 are as follows:

 200920102011
 


Accrued bonuses$28,200,000$37,000,000$43,750,000
Accrued vacation3,775,0004,000,0004,690,000
Other2,819,4592,472,1132,587,125
 


Accrued expenses$34,794,459$43,472,113$51,027,125
 



(6) QUALIFIED PROFIT SHARING PLAN

MEDITECH has no obligation for post-employment or post-retirement benefits. MEDITECH maintains a qualified profit sharing plan which provides deferred compensation to substantially all of its staff members. Contributions to the plan are at the discretion of the Board of Directors and may be in the form of cash and shares of MEDITECH stock. The components of year-end contributions for the past 3 years ended December 31 are as follows:

 200920102011
 


Cash$2,160,000$4,200,000$5,840,000
120,000 shares at $37 per share 4,440,000  
120,000 shares at $40 per share 4,800,000 
120,000 shares at $43 per share  5,160,000
 


 $6,600,000$9,000,000$11,000,000
 



Page 19 of 29

(7) OTHER INCOME AND EXPENSE

Other income consists primarily of rents, dividends, interest and realized marketable security activity. The components of other income for the past 3 years ended December 31 are as follows:

 200920102011
 


Rents$7,032,380$6,472,031$6,487,580
Dividends8,952,94711,136,60710,943,611
Interest647,363329,198190,332
Security (losses) gains(1,655,596)4,642,028 
Other(853,968)(853,968)(1,697,718)
 


Other income$14,123,126$21,725,896$15,923,805
 



Other expense consists primarily of rental costs and charitable contributions. The components of other expense for the past 3 years ended December 31 are as follows:

 200920102011
 


Rental costs$6,419,382$6,142,473$5,679,385
Charitable contributions715,000760,000820,000
Other(18,039) 502,353
 


Other expense$7,116,343$6,902,473$7,001,738
 



(8) INCOME TAXES, DEFERRED TAXES, AND TAX RESERVES

MEDITECH follows the provisions of ASC 740-10, Accounting for Income Taxes. The current and deferred components of the State and Federal income taxes for the past 3 years ended December 31 are as follows:

 200920102011
 


State current$10,092,590$11,235,734$14,734,339
State deferred(108,989)1,105,389(1,753,498)
 


State income tax$9,983,601$12,341,123$12,980,841
 


Federal current$36,024,942$43,996,148$59,803,826
Federal deferred(945,149)4,426,915(4,878,678)
 


Federal income tax$35,079,793$48,423,063$54,925,148
 



Page 20 of 29

The effective income tax rate for the past 3 years ended December 31 is as follows:

 200920102011
 


Statutory U.S. income tax rate35.0%35.0%35.0%
Increase in taxes resulting from state income   
  taxes, net of federal income tax benefit5.1%4.7%4.4%
Dividend income exclusion(1.7%)(1.6%)(1.5%)
Other(2.9%)(2.3%)(2.5%)
 


Effective tax rate35.5%35.8%35.4%
 



Deferred taxes relate to the earlier recognition of certain revenue and the later recognition of certain expenses for tax purposes. Cumulative unrealized investment write-downs which have been reflected in earnings are also a non-deductible expense for tax purposes. Because such capital losses can only be offset by future capital gains, a valuation allowance was established to reduce the deferred tax to the net amount expected to be realized. In 2010 this valuation allowance has been increased to 100% of investment write-downs based on current recoverability expectations. The components of deferred taxes for the past 3 years ended December 31 are as follows:

 200920102011
 


Prepaid tax on deposits over 1 year$3,555,279$4,676,286$5,052,271
Prepaid tax on accrued expenses1,840,0002,100,0002,760,000
Deferred tax on unrealized losses19,660,00024,997,24024,997,240
Valuation allowance(13,533,838)(24,997,240)(24,997,240)
Other1,605,025400,4912,637,683
 


Deferred taxes$13,126,466$7,176,778$10,449,954
 



Tax reserves relate to the uncertainty of research tax credit, domestic production activities deduction and state nexus. Key judgments are reviewed annually and adjusted to reflect current assessments. The years 2008 through 2010 are subject to examination by the IRS, and various years are subject to examination by state tax authorities. The components of tax reserves for the past 3 years ended December 31 are as follows:

 200920102011
 


Potential tax assessment$4,364,877$7,405,017$8,427,512
Interest and penalties10,054,1064,094,0204,136,525
 


Tax reserves$14,418,983$11,499,037$12,564,037
 



Page 21 of 29

(9) SUPPLEMENTARY DATA

Unaudited operating results by quarter for the three years ended December 31, 2011 are as follows:

 1st Q2nd Q3rd Q4th Q2009
 




Total revenue$93,662,473$96,509,574$96,392,669$106,460,300$393,025,014
Operating income27,358,63529,644,78129,539,78433,346,744119,889,942
Net income17,176,86020,412,93420,486,15423,757,38381,833,331
Net income per share$0.48$0.57$0.57$0.67$2.29
      
 1st Q2nd Q3rd Q4th Q2010
 




Total revenue$103,555,582$108,682,192$118,471,248$128,389,466$459,098,488
Operating income31,375,54934,478,71441,323,94747,587,857154,766,067
Net income21,526,66623,217,89831,957,35832,123,382108,825,304
Net income per share$0.60$0.64$0.89$0.89$3.02
      
 1st Q2nd Q3rd Q4th Q2011
 




Total revenue$123,805,092$136,258,047$141,054,763$144,106,482$545,224,384
Operating income41,084,95846,476,48248,188,96847,234,816182,985,224
Net income27,904,36431,199,38532,407,71832,489,835124,001,302
Net income per share$0.77$0.86$0.89$0.89$3.41

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A - Controls and Procedures

An evaluation was conducted under the supervision and with the participation of MEDITECH's management, including the Chief Executive Officer and Chief Financial Officer, on the effectiveness of MEDITECH's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded MEDITECH's disclosure controls and procedures are effective at December 31, 2011 to ensure information requiring disclosure by MEDITECH in reports which it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. MEDITECH's management is responsible for establishing, designing and maintaining internal controls over financial reporting that provide reasonable assurance to our Board of Directors and shareholders that the financial statements prepared are fairly presented. We have set assessment criteria in accordance with the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control's Integrated Framework. For the year ended December 31, 2011 we have made no changes in internal controls, and our internal control over financial reporting is effective at a reasonable assurance level based on said criteria.

Item 9B - Other Information

During its regular January 2012 meeting the Board of Directors approved the issuance of up to 250,000 shares of common stock to be sold to staff members at $43.00 per share pursuant to the MEDITECH 2004 Stock Purchase Plan.

Page 22 of 29

PART III

Item 10 - Directors, Executive Officers and Corporate Governance


All Directors are elected each year at the Annual Meeting of Shareholders. All Officers are elected at the first meeting of the Board following the Annual Meeting of Shareholders and hold office for one year. The positions held by each Director and Officer of MEDITECH on December 31, 2011, are shown below. There are no family relationships among the following persons.

Director or OfficerAgePosition with MEDITECH



A. Neil Pappalardo69Chairman and Director
Lawrence A. Polimeno70Vice Chairman and Director
Howard Messing59President, Chief Executive Officer and Director
Roland L. Driscoll82Director
Edward B. Roberts76Director
L. P. Dan Valente81Director
Barbara A. Manzolillo59Treasurer, Chief Financial Officer and Clerk
Stuart N. Lefthes58Vice President of Sales
Christopher Anschuetz59Senior Vice President of Technology
Robert G. Gale65Senior Vice President of Product Development
Joanne Wood58Senior Vice President of Client Services
Steven B. Koretz59Vice President of Client Services
Hoda Sayed-Friel53Vice President of Marketing
Michelle O'Connor45Vice President of Product Development
Leah Farina44Vice President of Client Services
Helen Waters47Vice President of Client Services
Scott Radner46Vice President of Technology

The address of all Officers and Directors is in care of Medical Information Technology, Inc., MEDITECH Circle, Westwood, MA 02090. The following is a description of the business experience during the past five years of each Director and Officer.

A. Neil Pappalardo, the founder and Chairman of MEDITECH, was its Chief Executive Officer until 2010, and has been a Director since 1969. He is also a Director of Palomar Medical Technologies, Inc.

Lawrence A. Polimeno has been the Vice Chairman of MEDITECH since 2002, was its President and Chief Operating Officer prior to that, has been a Director since 1985, and has been with MEDITECH since 1969.

Howard Messing has been the President and Chief Executive Officer of MEDITECH since 2010, was its President and Chief Operating Officer prior to that, has been a Director since 2011, and has been with MEDITECH since 1974.

Roland L. Driscoll is the retired Chief Financial Officer of MEDITECH, has been a Director since 1985 and had been with MEDITECH since 1972 prior to his retirement in 1990.

Page 23 of 29

Edward B. Roberts, co-founder of MEDITECH, is the David Sarnoff Professor of Management of Technology at the Sloan School of Management at the Massachusetts Institute of Technology, and has been a Director since 1969. He is also a Director of Sohu.com Inc.

L. P. Dan Valente is Executive Chairman of Palomar Medical Technologies, Inc., retired Senior Vice President of EG&G, Inc. and has been a Director since 1972. He is also a Director of MKS Instruments.

Barbara A. Manzolillo has been the Treasurer, Chief Financial Officer and Clerk since 1996, was Treasurer prior to that, and has been with MEDITECH since 1975.

Stuart N. Lefthes has been the Vice President of Sales since 1997, was a Senior Manager prior to that, and has been with MEDITECH since 1983.

Christopher Anschuetz has been the Senior Vice President of Technology since 2011, was Vice President of Technology prior to that, and has been with MEDITECH since 1975.

Robert G. Gale has been the Senior Vice President of Product Development since 2007, was Vice President of Product Development prior to that, and has been with MEDITECH since 1976.

Joanne Wood has been the Senior Vice President of Client Services since 2010, was Vice President of Client Service prior to that, and has been with MEDITECH since 1983.

Steven B. Koretz has been the Vice President of Client Services since 1997, was a Senior Manager prior to that, and has been with MEDITECH since 1982.

Hoda Sayed-Friel has been the Vice President of Marketing since 2003, was a Senior Manager prior to that, and has been with MEDITECH since 1986.

Michelle O'Connor has been the Vice President of Product Development since 2007, was a Senior Manager prior to that, and has been with MEDITECH since 1988.

Leah Farina has been the Vice President of Client Services since 2010, was a Senior Manager prior to that, and has been with MEDITECH since 1989.

Helen Waters has been the Vice President of Client Services since 2010, was a Senior Manager prior to that, and has been with MEDITECH since 1990.

Scott Radner has been the Vice President of Technology since 2011, was a Senior Manager prior to that, and has been with MEDITECH since 1990.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors oversees MEDITECH's business affairs and monitors the performance of management, but is not involved in the day-to-day operations. The Directors meet regularly with the CEO, the CFO, other officers and our independent registered public accounting firm; read reports and other materials; and participate in Board and committee meetings. The Board currently consists of 6 members. During 2011 the Board held 4 regularly scheduled quarterly meetings and 5 members attended all 4 meetings and 1 member attended only 3 meetings. Messrs. Driscoll, Roberts and Valente are "independent" as defined by the rules of the NYSE and NASDAQ. The Board of Directors has an Audit Committee and a Charitable Contribution Committee. During 2011 each committee member attended all committee meetings. The following is a description of the committees.

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The Audit Committee consists of Messrs. Driscoll and Valente. Both members are former CPAs and audit committee financial experts within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended. The committee met 5 times in 2011 to review accounting practices and advise MEDITECH's CFO. In addition, the committee met with MEDITECH's Independent Registered Public Accounting firm and reviewed MEDITECH's business operations, industry, financial performance, business and financial risks, processes and controls, key policies, legal and regulatory requirements, code of ethical conduct and new or unusual transactions. The Committee does not have a written charter. The Committee submits its annual report to the Board of Directors each April.

The Board of Directors no longer has an Executive Compensation Committee. Instead, the full Board annually establishes the criteria for and the total amount of the Officer Bonus and thereafter sets the salary and bonus amount for each of the officers.

The Charitable Contribution Committee consists of Messrs. Pappalardo, Polimeno and Messing. This committee meets at least 6 times a year to review the criteria for the year's charitable contribution program, meets and evaluates each organization under consideration and determines the amount to be contributed to each organization for the year. During December 2011 the committee contributed $820,000 to 43 cultural, educational and social service organizations within the greater Boston area.

The Board of Directors does not have a nominating committee. Instead, the full Board, because of its small size, carries out the duties of a nominating committee. The Board considers a broad range of characteristics related to qualifications, background and diversity of nominees based on MEDITECH's current business needs. The Board has not adopted written guidelines regarding nominees for Director.

The Board of Directors is actively involved in oversight of risks which could affect MEDITECH. The Board receives regular quarterly reports from Officers which cover topics such as financial, technological, regulatory and reputational risk. Once a year the full Board meets with all the Officers to review their performance and responsibilities.

During 2005 a Code of Ethical Conduct was created by management and adopted by the Board of Directors in an effort to outline the principles established at MEDITECH which help guide the actions of its staff, Officers and Directors. This Code sets forth ethical standards of conduct for all to follow and provides a framework for decision-making. This Code is intended to promote proper conduct at all levels of business in compliance with all applicable laws and regulations as well as to deter wrongdoing. These guiding principles are designed to propel MEDITECH forward towards future success in a continued tradition of "ingenuity delivered with integrity" in all of our business relationships. The Code of Ethical Conduct is available on MEDITECH's web site and any waiver for senior management will be disclosed there as well.

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Item 11 - Executive Compensation

There are no employment contracts providing for continued compensation in effect for any Officer of MEDITECH. MEDITECH has no Stock Award programs, no Stock Option programs and no Non-equity Incentive plans. The compensation received by MEDITECH's Chief Executive Officer, Chief Financial Officer and the three most highly compensated other Officers for the past 3 years ended December 31 is summarized in the following table. The deferred columns represent, respectively, the annual increase in the individual's balance in the MEDITECH Profit Sharing Plan and the individual's share of MEDITECH's annual contribution to this Plan.

Name and PositionYearSalaryBonusDeferredDeferredTotal







A. Neil Pappalardo2011$300,000$626,919$0$0$926,919
  Chairman and2010360,000$725,406001,085,406
  Director2009360,00021,78200381,782







Lawrence A. Polimeno2011$180,000$426,919$126,322$5,866$739,107
  Vice Chairman and2010180,000525,406129,0775,328839,811
  Director2009180,000421,78249,9334,133655,848







Howard Messing2011$300,000$826,919$126,322$5,866$1,259,107
  President, CEO and2010264,000675,406129,0775,3281,073,811
  Director2009264,000421,78249,9334,133739,848







Barbara A. Manzolillo2011$252,000$426,919$126,322$5,866$811,107
  Treasurer, CFO and2010228,000375,406129,0775,328737,811
  Clerk2009228,000321,78249,9334,133603,848







Stuart N. Lefthes2011$252,000$426,919$126,322$5,866$811,107
  Vice President2010228,000375,406129,0775,328737,811
  of Sales2009216,000321,78249,9334,133591,848

Annual Cash Bonus: MEDITECH pays a Staff Bonus to all staff members, including officers, in recognition of services rendered by them during each calendar year. The individual portion of the Staff Bonus payable to each recipient is determined by prorating the sum of the recipient's last five years of cash compensation (capped at $600,000). MEDITECH also pays an Officer Bonus solely to the officers, in recognition of services rendered by them during the calendar year. The individual portion of the Officer Bonus payable to each recipient is determined by the Board. Cash bonuses are paid to the designated recipient during the following January. Because of MEDITECH's reduced revenue and operating profit for 2009, Mr. Pappalardo requested the Board issue him only his share of the Staff Bonus and nothing from the Officer Bonus.

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Profit Sharing Plan: MEDITECH maintains a qualified defined contribution plan for all of MEDITECH's staff known as the Medical Information Technology, Inc. Profit Sharing Plan. All of the staff who have completed one year of service participate in the Plan. The Board of Directors sets the annual contribution, which is allocated in proportion to total compensation of all eligible members for the Plan year (capped at $100,000). No allocation is allowable under this Plan to owners of 10% or more of MEDITECH's common stock. Contributions by members are not permitted. Benefits under the Plan are considered deferred compensation and become fully vested after five years of continuous service with MEDITECH. Members who have at least 20 years of service or who have incurred financial hardship may make in service withdrawals. Lump sum cash payment is made upon retirement, death, disability or termination of employment.

Compensation of Directors: During 2011 the members of the Board of Directors who were not Officers of MEDITECH received a fee of $8,000 for each quarterly meeting fully attended, with such fee being deemed to also cover any special meetings, conference or committee time, and incidental expenses expended by such directors on behalf of MEDITECH.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters


The following table provides information as of December 31, 2011 with respect to the shares of common stock beneficially owned by each person known by MEDITECH to own more than 5% of MEDITECH's outstanding common stock, each Director of MEDITECH, each Executive Officer named in the Compensation Table and by all Directors and Officers of MEDITECH 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.

Name of Number of SharesPercentage
Shareholder,of Common Stockof Shares of
Director or OfficerBeneficially OwnedCommon Stock



A. Neil Pappalardo*14,156,64038.74%
MEDITECH Profit Sharing Trust*4,723,62712.93%
Morton E. Ruderman Estate4,532,70412.40%
Curtis W. Marble3,500,0009.58%
Grossman Group2,061,1445.64%
Lawrence A. Polimeno985,0002.70%
Edward B. Roberts774,1682.12%
Roland L. Driscoll528,0001.44%
Howard Messing388,0001.06%
Barbara A. Manzolillo185,0000.51%
Stuart N. Lefthes108,0000.30%
L. P. Dan Valente100,0000.27%
17 Directors and Officers as a Group*17,663,80848.34%

*The number of shares indicated for Mr. Pappalardo includes the shares owned by the MEDITECH Profit Sharing Trust. Mr. Pappalardo is the sole Trustee of the MEDITECH Profit Sharing Trust and therefore has the power to vote its shares in addition to his own 9,433,013 shares. Likewise the number of shares indicated for the 17 Directors and Officers as a Group includes the shares owned by the MEDITECH Profit Sharing Trust.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

During 2011, the MEDITECH Profit Sharing Trust filed Forms 4 for its purchases of MEDITECH stock, but some of these filings were late. To MEDITECH's knowledge, based solely on a review of the reports given to MEDITECH, all Section 16(a) filing requirements applicable to its executive officers, Directors and greater-than-10% shareholders were satisfied in 2011.

Item 13 - Certain Relationships and Related Transactions, and Director Independence

A. Neil Pappalardo, Chairman and Director, purchased for cash from MEDITECH 25,000 shares of common stock at $37 per share in February 2010 and 25,000 shares of common stock at $40 per share in February 2011. No shares were purchased from MEDITECH during 2009.

Lawrence A. Polimeno, Vice Chairman and Director, purchased for cash from MEDITECH 8,000 shares of common stock at $37 per share in February 2010 and 5,000 shares of common stock at $40 per share in February 2011. No shares were purchase from MEDITECH during 2009.

Howard Messing, President and Chief Executive Officer, purchased for cash from MEDITECH 15,000 shares of common stock at $37 per share in February 2010 and 15,000 shares of common stock at $40 per share in February 2011. No shares were purchase from MEDITECH during 2009.

Barbara A. Manzolillo, Treasurer, Chief Financial Officer and Clerk, purchased for cash from MEDITECH 5,000 shares of common stock at $37 per share in February 2010 and 5,000 shares of common stock at $40 per share in February 2011. No shares were purchase from MEDITECH during 2009.

Stuart N. Lefthes, Vice President of Sales, purchased for cash from MEDITECH 5,000 shares of common stock at $37 per share in February 2010 and 5,000 shares of common stock at $40 per share in February 2011. No shares were purchase from MEDITECH during 2009.

L. P. Dan Valente, Director, purchased for cash from MEDITECH 15,000 shares of common stock at $37 per share in February 2009. No shares were purchase from MEDITECH during 2010 and 2011.

Item 14 - Principal Accountant Fees and Services

During 2011, audit and non-audit services included auditing MEDITECH's financial statements, reviewing unaudited quarterly financial information and discussing various accounting, tax, and regulatory matters. Fees paid for such services for the three years ended December 31 are as follows:

 200920102011
 


Annual audit and quarterly reviews$365,000$284,000$304,800
Audit related to Profit Sharing Trust14,00014,00014,500
Tax or all other matters50,000  
 


 $429,000$298,000$319,300
 



It is the policy of the Audit Committee to approve all audit and non-audit services to be provided to MEDITECH by its Independent Registered Public Accounting Firm and the above amounts were so approved.

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PART IV

Item 15 - Exhibits


Exhibit 3.1: MEDITECH's Articles of Organization, as amended to date, is incorporated by reference to an exhibit to the quarterly report on Form 10-Q for the quarter ended March 31, 2007. Exhibit 3.2: MEDITECH's By-laws, as amended to date, is incorporated by reference to an exhibit to the annual report on Form 10-K for the year ended December 31, 2001. Exhibit 10: MEDITECH 2004 Stock Purchase Plan is incorporated by reference to the annual report on Form 10-K for the year ended December 31, 2003.

Exhibit 21: Subsidiaries of the Company, Exhibit 23: Consent of Independent Registered Public Accounting Firm, Exhibit 31: Rule 13a-14(a) Certifications, Exhibit 32: Section 1350 Certifications and Exhibit 101: Interactive Data Files are appended to this report.

There were no reports filed on Form 8-K during the quarter ended December 31, 2011.

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)

By: Howard Messing, Chief Executive Officer and President
(Signature)

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

January 31, 2012
(Date)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on January 31, 2012.

A. Neil Pappalardo, Chairman and Director
(Signature)

Lawrence A. Polimeno, Vice Chairman and Director
(Signature)

Howard Messing, President, CEO and Director
(Signature)

Roland L. Driscoll, Director
(Signature)

Edward B. Roberts, Director
(Signature)

L. P. Dan Valente, Director
(Signature)

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