Attached files
| file | filename |
|---|---|
| EX-32 - SECTION 1350 CERTIFICATIONS - Medical Information Technology, Inc. | ex32.htm |
| EX-31 - RULE 13A-14(A) CERTIFICATIONS - Medical Information Technology, Inc. | ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2018
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2018
0-28092
(Commission file number)
(Commission file number)
Medical Information Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State of Incorporation)
(State of Incorporation)
04-2455639
(IRS Employer Identification Number)
(IRS Employer Identification Number)
Meditech Circle, Westwood, MA
(Address of Principal Executive Offices)
(Address of Principal Executive Offices)
02090
(Zip Code)
(Zip Code)
781-821-3000
(Registrant's Telephone Number)
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant 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 registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ] Emerging growth company [ ]
Page 1 of 12
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revisited financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
No public trading market exists for the registrant's common stock. There were 37,190,854 shares of common stock, $1.00 par value, outstanding at June 30, 2018.
| Index to Form 10-Q | Page |
| Part I - Financial Information | |
| Item 1 - Financial Statements (Unaudited) | |
| , Balance Sheets - December 31, 2017 and June 30, 2018 | 3 |
| Statements of Income - Three and Six Months Ended on June 30, 2017 and 2018 | 4 |
| Statements of Cash Flow - Six Months Ended on June 30, 2017 and 2018 | 5 |
| Notes to Financial Statements | 6 |
| Item 2 - Management's Discussion and Analysis of Operating Results and | |
| Financial Condition | 10 |
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4 - Controls and Procedures | 11 |
| Part II - Other Information | |
| Item 1 - Legal Proceedings | 11 |
| Item 1A - Risk Factors | 12 |
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3 - Defaults Upon Senior Securities | 12 |
| Item 4 - Mine Safety Disclosures | 12 |
| Item 5 - Other Information | 12 |
| Item 6 - Exhibits | 12 |
| Signatures | 12 |
Page 2 of 12
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheets
December 31, 2017 and June 30, 2018
December 31, 2017 and June 30, 2018
| Dec 31, 2017 | Jun 30, 2018 | |
| Cash and equivalents | $17,436,627 | $23,528,979 |
| Marketable securities | 306,086,429 | 275,719,968 |
| Trade receivables, net of reserve | 50,522,946 | 51,476,942 |
| Contract assets, prepaid and other | 12,376,569 | 12,395,154 |
| Current assets | 386,422,571 | 363,121,043 |
| Computer equipment | 14,463,275 | 13,674,558 |
| Furniture and fixtures | 83,719,079 | 86,901,102 |
| Buildings | 250,962,956 | 239,550,177 |
| Land | 43,163,211 | 40,959,230 |
| Accumulated depreciation | (178,192,159) | (169,482,587) |
| Fixed assets | 214,116,362 | 211,602,480 |
| Other assets | 9,466,338 | 8,880,918 |
| Deferred tax assets | 9,223,246 | 8,631,977 |
| Total assets | $619,228,517 | $592,236,418 |
| Accounts payable | $227,663 | $262,888 |
| Taxes payable | 3,882,391 | 1,875,587 |
| Accrued expenses | 22,831,337 | 22,526,251 |
| Deferred revenue | 57,619,181 | 57,292,905 |
| Current liabilities | 84,560,572 | 81,957,631 |
| Deferred tax liabilities | 19,154,929 | 14,770,256 |
| Tax reserves | 18,584,766 | 17,748,045 |
| Total liabilities | 122,300,267 | 114,475,932 |
| Common stock, $1.00 par value, authorized | ||
| 40,000,000 shares, issued and outstanding | ||
| 37,190,854 shares in 2017 and 2018 | 37,190,854 | 37,190,854 |
| Additional paid-in capital | 122,907,959 | 122,907,959 |
| Retained income | 289,634,133 | 317,661,673 |
| Unrealized after-tax security gains | 47,195,304 | -- |
| Shareholder equity | 496,928,250 | 477,760,486 |
| Total liabilities and shareholder equity | $619,228,517 | $592,236,418 |
Page 3 of 12
Statements of Income
Three and Six Months Ended on June 30, 2017 and 2018
Three and Six Months Ended on June 30, 2017 and 2018
| 3 months | ended on | 6 months | ended on | |
| Jun 30, 2017 | Jun 30, 2018 | Jun 30, 2017 | Jun 30, 2018 | |
| Product revenue | $34,629,351 | $44,449,399 | $69,407,792 | $86,367,219 |
| Service revenue | 82,093,941 | 80,573,783 | 164,468,468 | 161,024,566 |
| Total revenue | 116,723,292 | 125,023,182 | 233,876,260 | 247,391,785 |
| Operations, development | 82,190,140 | 83,449,544 | 163,729,272 | 167,418,065 |
| Selling, G & A | 21,286,911 | 23,575,093 | 43,650,810 | 46,201,480 |
| Operating expense | 103,477,051 | 107,024,637 | 207,380,082 | 213,619,545 |
| Operating income | 13,246,241 | 17,998,545 | 26,496,178 | 33,772,240 |
| Other income | 8,861,616 | 10,440,652 | 17,304,553 | 15,574,992 |
| Unrealized change in marketable securities gains | 1,343,455 | (16,305,444) | ||
| Other expense | 1,515,883 | 1,715,977 | 3,053,403 | 3,588,893 |
| Pretax income | 20,591,974 | 28,066,675 | 40,747,328 | 29,452,895 |
| State income tax | 892,000 | 278,000 | 1,923,000 | 37,000 |
| Federal income tax | 5,181,000 | 3,662,000 | 9,798,000 | 2,467,000 |
| Income tax | 6,073,000 | 3,940,000 | 11,721,000 | 2,504,000 |
| Net income | $14,518,974 | $24,126,675 | $29,026,328 | $26,948,895 |
| Change in unrealized after-tax security gains | (2,636,951) | (2,720,469) | ||
| Comprehensive income | $11,882,023 | $26,305,859 | ||
Page 4 of 12
Statements of Cash Flow
Six Months Ended on June 30, 2017 and 2018
Six Months Ended on June 30, 2017 and 2018
| 6 months | ended on | |
| Jun 30, 2017 | Jun 30, 2018 | |
| Net income | $29,026,328 | $26,948,895 |
| Depreciation and amortization expense | 7,368,526 | 7,484,601 |
| (Gain) loss on sale of marketable securities | (6,549,646) | 199,924 |
| Gain on sale of fixed assets | (864,218) | (5,051,454) |
| Change in unrealized marketable securities gains | 16,305,444 | |
| Change in trade receivables, net of reserve | 3,732,335 | (953,996) |
| Change in contract assets, prepaid and other | (3,530,713) | (18,585) |
| Change in deferred tax assets | 2,352,389 | 591,269 |
| Change in accounts payable | 166,798 | 35,225 |
| Change in taxes payable | (1,009,577) | (2,006,804) |
| Change in accrued expenses | (2,629,438) | (305,086) |
| Change in deferred revenue | 7,397,309 | (326,276) |
| Change in deferred tax liabilities | (393,101) | (4,384,673) |
| Change in tax reserves | 452,208 | (836,721) |
| Net cash from operations | 35,519,200 | 37,681,763 |
| Purchases of marketable securities | (6,093,981) | (4,976,750) |
| Sales of marketable securities | 22,549,328 | 18,837,843 |
| Purchases of fixed assets | (5,245,748) | (7,594,923) |
| Sales of fixed assets | 1,867,600 | 8,238,158 |
| Change in other assets | (254,767) | 22,919 |
| Net cash from investing | 12,822,432 | 14,527,247 |
| Dividends paid | (46,116,658) | (46,116,658) |
| Net cash used in financing | (46,116,658) | (46,116,658) |
| Net change in cash and equivalents | 2,224,974 | 6,092,352 |
| Cash and equivalents at beginning | 14,089,951 | 17,436,627 |
| Cash and equivalents at end | $16,314,925 | $23,528,979 |
| Supplemental Non-Cash Disclosure: | ||
| Net Adjustment for Revenue Recognition Standard | $12,580,916 | |
| Net Adjustment for Financial Instruments Standard | $47,195,304 |
Page 5 of 12
Notes To Financial Statements
Note 1. Significant Accounting Policies
The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2017 included in MEDITECH's Form 10-K filed on January 31, 2018. The unaudited financial statements presented herein have not been audited by our Independent Registered Public Accounting Firm in accordance with the standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management such financial statements include all normal recurring adjustments necessary to present fairly MEDITECH's financial position, operating results and cash flow.
Note 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 which is determined based on quoted prices in active markets. On December 31, 2017 any unrealized after-tax gains or losses were reported as a component of shareholder equity. Effective January 1, 2018 MEDITECH adopted ASU 2016-01 Financial Instruments - Overall, which requires MEDITECH record any unrealized change in marketable securities gains within the Income Statement.
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 debt securities. 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.
The following table indicates the original cost, unrealized gains and losses, and fair market value of MEDITECH's securities. MEDITECH evaluated the unrealized losses as of June 30, 2018 and concluded these were temporary in nature.
| Dec 31, 2017 | Jun 30, 2018 | |
| Original cost | $227,405,667 | $215,293,091 |
| Unrealized gains | 78,907,615 | 63,395,961 |
| Unrealized losses | (226,853) | (2,969,084) |
| Fair market value | $306,086,429 | $275,719,968 |
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Note 3. Equity Method Investments
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 health care 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 June 30, 2018 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. 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. MEDITECH accounted for this acquisition under the purchase method of accounting in accordance with ASC 805-10, Business Combinations. LSS merged with and into MEDITECH effective December 31, 2013.
MEDITECH follows the provisions of ASC 350-20-35 Intangibles, Goodwill and Other Qualitative Testing. MEDITECH annually assesses qualitative factors of its goodwill and intangible assets for impairment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The evaluation assesses all relevant economic, industry, regulatory, and legal facts and circumstances as well as overall performance. If, after assessing the totality of such facts and circumstances, MEDITECH determines that it is more likely than not that the fair value of a reporting unit is not less than its carrying amount, then no further goodwill impairment testing is necessary.
Note 4. Revenue Recognition
MEDITECH follows the provisions of ASC 606, Revenue from Contracts with Customers. 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 considers software fees and related implementation fees together as a single performance obligation and classifies it as product revenue in the statement of income. Such revenue is recognized over time with the transfer of promised goods and services to the customer. MEDITECH considers post-implementation support fees as a separate performance obligation and classifies it as service revenue in the statement of income. Such revenue is recognized over time as the related services are rendered.
MEDITECH identifies the performance obligations for each contract, determines the transaction price, allocates the price to the performance obligations, and recognizes revenue when (or as) a performance obligation is satisfied on the percent completion method based on completion of specific events. The primary factors taken into consideration involve tracking and measuring the progress of events needed to complete software delivery, training on software usage, interfacing the software with other vendor software, and bringing the software operational at the customer's site.
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Events identified are estimated at the outset of a contract and the transaction price is allocated equally over said events. Annual studies are conducted on the events required to complete contracted performance obligations and to verify the validity of total events required. Variable consideration is reviewed at the outset of a contract and if present, included in the percentage completion allocation.
At June 30, 2018, outstanding performance obligations amounted to $153.2 million, with revenue to be recognized over the next 12-36 months as MEDITECH works with respective customers to schedule the corresponding software delivery and implementation events.
MEDITECH's invoices are issued as per contract terms and are typically paid by customers within one month of invoice date. Differences between timing of MEDITECH's invoicing and timing of completed performance obligations are categorized as Deferred Revenues and Contract Assets. Deferred Revenues represent invoices rendered in advance of revenue recognition. Contract Assets represent revenue recognized for which invoices have not yet been rendered.
Deferred product revenue was $47.9 million and $50.4 million at December 31, 2017 and June 30, 2018 respectively. During this period a total of $19.4 million was removed and recognized as revenue when specific events were completed. Also, Contract Assets were $9.2 million and $8.5 million at December 31, 2017 and June 30, 2018 respectively. During this period Contract Assets decreased $0.7 million.
Note 5. Comprehensive Income Presentation
Prior to January 1, 2018, MEDITECH followed the provisions of ASU 2011-05, Comprehensive Income, with respect to marketable securities which establishes standards for reporting comprehensive income and its components in financial statements. MEDITECH's Comprehensive income, prior to the adoption of ASU 2016-01, is the total of net income and unrealized after-tax gains or losses on marketable securities classified as available for sale. Results for the three and six months ended June 30, 2017 are as follows:
| 3 months | 6 months | |
| Jun 30, 2017 | Jun 30, 2017 | |
| Unrealized after-tax gains arising during the | ||
| period on securities existing at period end | ($1,327,980) | $724,802 |
| Unrealized after-tax gains arising before the | ||
| period on securities sold during the period | (1,308,971) | (3,445,271) |
| Change in unrealized after-tax security gains | ($2,636,951) | ($2,720,469) |
With the adoption of ASU 2016-01 on January 1, 2018, MEDITECH has no elements of other comprehensive income. The unrealized change in marketable securities gains is now recorded within the Income Statement, a presentation change. The primary effect is the inclusion of such reductions in the period's earnings per share calculation presented in Note 7. Additionally, there is a change in presentation within Shareholder Equity in the Balance Sheets. Lastly the Statements of Cash Flows will separately report such reductions.
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At December 31, 2017, net unrealized marketable securities gains amounted to $78,680,762. The after-tax portion originally recorded within equity of $47,195,304 was transferred to retained earnings on January 1, 2018 upon adoption of ASU 2016-01. During the first six months of 2018, the reduction in unrealized marketable securities gains of $16,305,444 from the December 31, 2017 value of $78,680,762 has been reported within the Income Statement. Unrealized and realized gains and losses for the three and six months ended June 30, 2018 are as follows:
| 3 months | 6 months | |
| Jun 30, 2018 | Jun 30, 2018 | |
| Unrealized gains (losses) in marketable securities held | $645,570 | ($18,053,961) |
| Realized gains (losses) on marketable securities sold | (41,833) | (199,924) |
| Change in unrealized marketable securities gains | $603,737 | ($18,253,885) |
Note 6. Income Tax Accounting
MEDITECH follows the provisions of ASC 740-10, Accounting for Income Taxes. Deferred taxes relate to the earlier recognition of certain revenue and the later recognition of certain expenses for tax purposes. They also relate to the increase in fair market value over the cost basis of marketable securities. Tax reserves relate to the uncertainty of state nexus. Key judgments are reviewed annually and adjusted to reflect current assessments. The years 2015 through 2017 are subject to examination by the IRS, and various years are subject to examination by state tax authorities.
Note 7. Earnings Per 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 is computed by dividing net income by the weighted average number of common shares outstanding during the applicable period.
| 3 months | ended on | 6 months | ended on | |
| Jun 30, 2017 | Jun 30, 2018 | Jun 30, 2017 | Jun 30, 2018 | |
| Net income | $14,518,974 | $24,126,675 | $29,026,328 | $26,948,895 |
| Average number of shares | 37,190,854 | 37,190,854 | 37,190,854 | 37,190,854 |
| Earnings per share | $0.39 | $0.65 | $0.78 | $0.72 |
Note 8. Segment Reporting
MEDITECH follows the provisions of ASC 280-10, Segment Reporting. Based on the criteria set forth in ASC 280-10, MEDITECH operates in one segment, medical software and services. MEDITECH derives most of its operating revenue from the licensing and support of one group of products and services. All of MEDITECH's assets are located within the United States. The following table indicates the operating revenue percentage based on location of customer.
| 3 months | ended on | 6 months | ended on | |
| Jun 30, 2017 | Jun 30, 2018 | Jun 30, 2017 | Jun 30, 2018 | |
| United States | 87% | 86% | 87% | 87% |
| Canada | 12% | 12% | 12% | 11% |
| All others | 1% | 2% | 1% | 2% |
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Item 2 - Management's Discussion and Analysis of Operating Results and Financial Condition
| Operating | 3 months | ended on | Percent |
| Results | Jun 30, 2017 | Jun 30, 2018 | Change |
| Total revenue | $116,723,292 | $125,023,182 | 7.1% |
| Operating income | 13,246,241 | 17,998,545 | 35.9% |
| Net income | 14,518,974 | 24,126,675 | 66.2% |
| Average number of shares | 37,190,854 | 37,190,854 | -- |
| Earnings per share | $0.39 | $0.65 | 66.2% |
| Cash dividends per share | $0.62 | $0.62 | -- |
Product revenue increased by $9.8 million due to additional implementations. Service revenue decreased by $1.5 million due primarily to the consolidation of certain customers. The resultant total revenue increased by $8.3 million.
Operating expense increased by $3.5 million or 3.4% due primarily to higher staff related costs. The resultant operating income increased by $4.8 million.
Other income increased $1.6 million due primarily to the sale of a building. With the adoption of ASU 2016-01, the unrealized change in marketable securities gains are now reported within the Income Statement on a pre-tax basis. The period's $1.3 million change has no comparison to the prior year, when such change was reported on an after-tax basis as an element of comprehensive income.
MEDITECH's effective tax rate also has no meaningful comparison due primarily to the adoption of ASU 2016-01. Net income increased by $9.6 million due primarily to higher revenue.
| Operating | 6 months | ended on | Percent |
| Results | Jun 30, 2017 | Jun 30, 2018 | Change |
| Total revenue | $233,876,260 | $247,391,785 | 5.8% |
| Operating income | 26,496,178 | 33,772,240 | 27.5% |
| Net income | 29,026,328 | 26,948,895 | (7.2%) |
| Average number of shares | 37,190,854 | 37,190,854 | -- |
| Earnings per share | $0.78 | $0.72 | (7.2%) |
| Cash dividends per share | $1.24 | $1.24 | -- |
Product revenue increased by $17.0 million due to additional implementations. Service revenue decreased by $3.4 million due primarily to the consolidation of certain customers. The resultant total revenue increased by $13.5 million.
Operating expense increased by $6.2 million or 3.0% due primarily to higher staff related costs. The resultant operating income increased by $7.3 million.
Other income decreased $1.7 million due primarily to lower realized marketable securities gains. With the adoption of ASU 2016-01, the unrealized change in marketable securities gains are now reported within the Income Statement on a pre-tax basis. The period's $16.3 million change has no comparison to the prior year, when such change was reported on an after-tax basis as an element of comprehensive income.
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MEDITECH's effective tax rate also has no meaningful comparison due primarily to the adoption of ASU 2016-01, as the current period's tax includes a $3.9 million benefit related to the unrealized change in marketable securities gains. Net income decreased by $2.1 million due primarily to such change.
| Financial Condition | Dec 31, 2017 | Jun 30, 2018 |
| Working capital | $301,861,999 | $281,163,412 |
| Total assets | 619,228,517 | 592,236,418 |
| Total liabilities | 122,300,267 | 114,475,932 |
| Shareholder equity | 496,928,250 | 477,760,486 |
| Outstanding number of shares | 37,190,854 | 37,190,854 |
| Shareholder equity per share | $13.36 | $12.85 |
Accrued expenses decreased by $0.3 million during the period due primarily to the payment of $15.0 million in bonuses applicable to 2017 offset by the accrual of $12.9 million in bonus expenses applicable to 2018.
At June 30, 2018 MEDITECH's cash, cash equivalents and marketable securities totaled $299.2 million. Marketable securities consisted of preferred and common equities. For the first six months of 2018 cash flow from operations was $37.7 million, cash flow from investing was $14.5 million and cash flow used in financing was $46.1 million. The $46.1 million dividend payment to shareholders was the primary use of cash generated by operating and investing activities during the period. MEDITECH has no long-term debt. Shareholder equity at June 30, 2018 was $477.8 million. Management anticipates additions to fixed assets will continue, including new facilities and computer systems for product development, sales and marketing, implementation, service and administrative staff. Management believes existing cash, cash equivalents and marketable securities together with funds generated from operations will be sufficient to meet operating and capital expense requirements for the foreseeable future.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the market risk disclosed in MEDITECH's Annual Report on Form 10-K for the year ended December 31, 2017.
Item 4 - 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 said Officers have concluded MEDITECH's disclosure controls and procedures are effective at June 30, 2018 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. There were no changes in MEDITECH's internal control over financial reporting occurring during the fiscal quarter covered by this report which have materially affected or are reasonably likely to materially affect MEDITECH's internal control over financial reporting.
Part II - Other Information
Item 1 - Legal Proceedings
None.
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Item 1A - Risk Factors
There have been no material changes from the risk factors disclosed in MEDITECH's Annual Report on Form 10-K for the year ended December 31, 2017.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
MEDITECH did not repurchase any of its shares of common stock during the 2nd quarter of 2018. However, during the quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions: 250 shares in April at $45 per share, 15,780 shares in May at $45 per share and 6,185 shares in June at $45 per share for a total of $999,675.
Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Mine Safety Disclosures
Not applicable.
Item 5 - Other Information
None.
Item 6 - Exhibits
Exhibit 3.1: MEDITECH's Articles of Organization, as amended to date, are 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, are incorporated by reference to an exhibit to the current report on Form 8-K filed on July 2, 2010. Exhibit 31: Rule 13a-14(a) Certifications, Exhibit 32: Section 1350 Certifications and Exhibit 101: Interactive Data Files are appended to this report.
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)
(Registrant)
July 31, 2018
(Date)
(Date)
Howard Messing, Chief Executive Officer and President
(Signature)
(Signature)
Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)
(Signature)
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