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 SEPTEMBER 30, 2020
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2020
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 every Interactive Data File required to be submitted 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 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 13
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 September 30, 2020.
| Index to Form 10-Q | Page |
| Part I - Financial Information | |
| Item 1 - Financial Statements (Unaudited) | |
| Balance Sheets - December 31, 2019 and September 30, 2020 | 3 |
| Statements of Income - Three and Nine Months Ended on September 30, 2019 and 2020 | 4 |
| Statements of Shareholder Equity - Nine Months Ended on September 30, 2019 and 2020 | 4 |
| Statements of Cash Flow - Nine Months Ended on September 30, 2019 and 2020 | 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 | 12 |
| 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 | 13 |
| Signatures | 13 |
Page 2 of 13
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Balance Sheets
December 31, 2019 and September 30, 2020
December 31, 2019 and September 30, 2020
| Dec 31, 2019 | Sep 30, 2020 | |
| Cash and equivalents | $14,997,613 | $50,134,888 |
| Marketable securities | 421,554,499 | 372,465,786 |
| Trade receivables, net of reserve | 36,575,028 | 44,447,421 |
| Contract assets, prepaid and other | 14,223,037 | 11,732,240 |
| Current assets | 487,350,177 | 478,780,335 |
| Computer equipment | 13,339,425 | 12,563,924 |
| Furniture and fixtures | 76,135,675 | 76,030,492 |
| Buildings | 190,105,517 | 190,105,517 |
| Land | 26,717,577 | 26,717,577 |
| Accumulated depreciation | (138,527,057) | (143,764,814) |
| Fixed assets | 167,771,137 | 161,652,696 |
| Other assets | 7,193,998 | 7,105,342 |
| Deferred tax assets | 7,160,037 | 7,594,917 |
| Total assets | $669,475,349 | $655,133,290 |
| Accounts payable | $211,391 | $374,919 |
| Taxes payable | 3,111,878 | 1,490,861 |
| Accrued expenses | 24,327,709 | 30,858,218 |
| Deferred revenue | 39,711,207 | 51,257,723 |
| Current liabilities | 67,362,185 | 83,981,721 |
| Deferred tax liabilities | 26,951,474 | 17,595,579 |
| Tax reserves | 17,411,282 | 16,051,628 |
| Total liabilities | 111,724,941 | 117,628,928 |
| Common stock, $1.00 par value, authorized | ||
| 40,000,000 shares, issued and outstanding | ||
| 37,190,854 shares in 2019 and 2020 | 37,190,854 | 37,190,854 |
| Additional paid-in capital | 122,907,959 | 122,907,959 |
| Retained income | 397,651,595 | 377,405,549 |
| Shareholder equity | 557,750,408 | 537,504,362 |
| Total liabilities and shareholder equity | $669,475,349 | $655,133,290 |
Page 3 of 13
Statements of Income
Three and Nine Months Ended on September 30, 2019 and 2020
Three and Nine Months Ended on September 30, 2019 and 2020
| 3 months | ended on | 9 months | ended on | |
| Sep 30, 2019 | Sep 30, 2020 | Sep 30, 2019 | Sep 30, 2020 | |
| Product revenue | $39,045,234 | $27,358,580 | $109,541,712 | $114,670,882 |
| Service revenue | 82,159,783 | 87,362,763 | 246,977,881 | 258,662,543 |
| Total revenue | 121,205,017 | 114,721,343 | 356,519,593 | 373,333,425 |
| Operations, Development | 81,867,771 | 82,967,853 | 249,576,836 | 251,193,563 |
| Selling, G & A | 26,454,912 | 15,587,846 | 68,374,794 | 58,513,972 |
| Operating expense | 108,322,683 | 98,555,699 | 317,951,630 | 309,707,535 |
| Operating income | 12,882,334 | 16,165,644 | 38,567,963 | 63,625,890 |
| Other income | 4,425,791 | 5,362,217 | 15,532,959 | 16,176,591 |
| Gain on sale of property | 88,948,907 | -- | 88,948,907 | -- |
| Change in unrealized security gain | 13,393,010 | 16,359,650 | 43,714,720 | (39,088,713) |
| Other expense | 1,611,752 | 839,617 | 5,083,282 | 2,528,081 |
| Pretax income | 118,038,290 | 37,047,894 | 181,681,267 | 38,185,687 |
| State income tax (benefit) | 5,198,000 | 771,000 | 5,554,000 | (62,000) |
| Federal income tax | 22,044,000 | 5,654,000 | 32,868,000 | 476,000 |
| Income tax | 27,242,000 | 6,425,000 | 38,422,000 | 414,000 |
| Net income | $90,796,290 | $30,622,894 | $143,259,267 | $37,771,687 |
Statements of Shareholder Equity
Nine Months Ended on September 30, 2019 and 2020
Nine Months Ended on September 30, 2019 and 2020
| 9 months | ended on | |
| Sep 30, 2019 | Sep 30, 2020 | |
| Shareholder equity at beginning | $460,900,728 | $557,750,408 |
| Net income | 143,259,267 | 37,771,687 |
| Dividends paid | (62,480,634) | (58,017,733) |
| Shareholder equity at end | $541,679,361 | $537,504,362 |
Page 4 of 13
Statements of Cash Flow
Nine Months Ended on September 30, 2019 and 2020
Nine Months Ended on September 30, 2019 and 2020
| 9 months | ended on | |
| Sep 30, 2019 | Sep 30, 2020 | |
| Net income | $143,259,267 | $37,771,687 |
| Depreciation and amortization expense | 10,405,170 | 8,983,370 |
| Gain on sale of marketable securities | (2,598,283) | -- |
| Gain on sale of fixed assets | (88,416,610) | -- |
| Change in marketable securities | (43,714,720) | 39,088,713 |
| Change in trade receivables, net of reserve | 3,209,675 | (7,872,393) |
| Change in contract assets, prepaid and other | (1,346,221) | 2,490,797 |
| Change in deferred tax assets | (882,585) | (434,880) |
| Change in accounts payable | (143,154) | 163,528 |
| Change in taxes payable | 19,933,285 | (1,621,017) |
| Change in accrued expenses | 6,962,197 | 6,530,509 |
| Change in deferred revenue | (55,945) | 11,546,516 |
| Change in deferred tax liabilities | 11,209,382 | (9,355,895) |
| Change in tax reserves | (1,477,418) | (1,359,654) |
| Net cash from operations | 56,344,040 | 85,931,281 |
| Purchases of marketable securities | (127,699,359) | -- |
| Sales of marketable securities | 49,116,883 | 10,000,000 |
| Purchases of fixed assets | (4,556,569) | (2,864,929) |
| Sales of fixed assets | 125,163,796 | -- |
| Change in other assets | 831,401 | 88,656 |
| Net cash from investing | 42,856,152 | 7,223,727 |
| Dividends paid | (62,480,634) | (58,017,733) |
| Net cash used in financing | (62,480,634) | (58,017,733 |
| Net change in cash and equivalents | 36,719,558 | 35,137,275 |
| Cash and equivalents at beginning | 23,095,977 | 14,997,613 |
| Cash and equivalents at end | $59,815,535 | $50,134,888 |
Page 5 of 13
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, 2019 included in MEDITECH's Form 10-K filed on January 31, 2020. 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 321, Investments - Equity Securities, which requires marketable securities recorded at fair value and the unrealized change in marketable securities recorded within the income statement.
MEDITECH follows the provisions of ASC 820-10, Fair Value Measurements and Disclosures, which provides for expanded disclosure and guidelines to determine fair 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 pretax gains and losses, and fair market value of MEDITECH's securities.
| Dec 31, 2019 | Sep 30, 2020 | |
| Original cost | $309,435,273 | $299,435,273 |
| Unrealized pretax gains | 113,038,406 | 94,318,078 |
| Unrealized pretax losses | (919,180) | (21,287,565) |
| Fair market value | $421,554,499 | $372,465,786 |
During the first quarter of 2020, the fair value of the Company's investment portfolio decreased as a result of significant declines felt throughout the US stock market with the outbreak of the COVID-19 pandemic. Subsequently in the second and third quarter the portfolio recovered somewhat, but the impact of continued volatility is uncertain.
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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 believes the fair value of this investment approximates its September 30, 2020 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. MEDITECH annually assesses qualitative factors of its goodwill 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.
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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. 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 September 30, 2020, outstanding performance obligations amounted to $113.5 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 $29.0 million and $48.4 million at December 31, 2019 and September 30, 2020 respectively. During the first nine months a total of $13.7 million was removed and recognized as revenue when specific events were completed. Also, Contract Assets were $8.6 million and $7.0 million at December 31, 2019 and September 30, 2020 respectively.
Note 5. Leases
MEDITECH follows the provisions of ASC 842, Leases, which requires improved disclosure on timing and uncertainties of cash flow arising from leases. MEDITECH owns all 8 facilities it occupies, containing 1.1 million square feet of office space. MEDITECH occupies 87% of the space and the remainder is leased to various tenants. All are operating leases. There have been no material changes from the leasing arrangements as discussed in the Company's 2019 financial statements.
Lease income was $4.0 million and $3.2 million for the 9 months ended on September 30, 2019 and September 30, 2020 respectively. Such income is included within Other Income for financial reporting purposes. Cash Flow projections through the end of all outstanding lease terms for properties currently under lease commitment at September 30, 2020 is as follows:
| Year | Cash flow |
| 2020 | 4,068,000 |
| 2021 | 1,490,000 |
| 2022 | 224,000 |
| 2023 | 45,000 |
| After | 0 |
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Investments in Operating leases are as follows at September 30, 2020:
| Building and office space, at cost | $28,951,486 |
| Lease origination costs | 79,146 |
| Accumulated depreciation | (9,857,677) |
| Net investment in operating leases | $19,172,955 |
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 2017 through 2019 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 | 9 months | ended on | |
| Sep 30, 2019 | Sep 30, 2020 | Sep 30,2019 | Sep 30, 2020 | |
| Net income | $90,796,290 | $30,622,894 | $143,259,267 | $37,771,687 |
| Average number of shares | 37,190,854 | 37,190,854 | 37,190,854 | 37,190,854 |
| Earnings per share | $2.44 | $0.82 | $3.85 | $1.02 |
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 currently operates in one operating segment, medical software and services. MEDITECH derives most 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. The following table indicates the operating revenue percentage based on location of customer.
| 3 months | ended on | 9 months | ended on | |
| Sep 30, 2019 | Sep 30, 2020 | Sep 30, 2019 | Sep 30, 2020 | |
| United States | 87% | 87% | 87% | 87% |
| Canada | 11% | 11% | 11% | 11% |
| All others | 2% | 2% | 2% | 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 | Sep 30, 2019 | Sep 30, 2020 | Change | |
| Total revenue | $121,205,017 | $114,721,343 | (5.3%) | |
| Operating income | 12,882,334 | 16,165,644 | 25.5% | |
| Net income | 90,796,290 | 30,622,894 | (66.4%) | |
| Average number of shares | 37,190,854 | 37,190,854 | -- | |
| Earnings per share | $2.44 | $0.82 | (66.4%) | |
| Cash dividends per share | $0.56 | $0.50 | (10.7%) |
Product revenue decreased $11.7 million or 29.9% due primarily to implementation delays caused by the pandemic. Service revenue increased $5.2 million or 6.3% due primarily to more customers going live and more services provided. The resultant total revenue decreased $6.5 million.
Operating expense decreased $9.8 million or 9.0% due primarily to pandemic related staff and cost reductions. The resultant operating income increased $3.3 million.
Other income increased $0.9 million. The $88.9 million gain from the sale of property was a one-time event in the prior year. Unrealized gain on marketable securities increased $3.0 million due to stock market volatility caused by the pandemic. Other expenses decreased $0.8 million. The resultant pre-tax income decreased $81.0 million or 68.6%.
MEDITECH's effective tax rate changed from 23.1% to 17.3%. Net income decreased $60.2 million due primarily to the prior year's sale of real estate.
| Operating | 9 months | ended on | Percent |
| Results | Sep 30, 2019 | Sep 30, 2020 | Change |
| Total revenue | $356,519,593 | $373,333,425 | 4.7% |
| Operating income | 38,567,963 | 63,625,890 | 65.0% |
| Net income | 143,259,267 | 37,771,687 | (73.6%) |
| Average number of shares | 37,190,854 | 37,190,854 | -- |
| Earnings per share | $3.85 | $1.02 | (73.6%) |
| Cash dividends per share | $1.68 | $1.56 | (7.1%) |
Product revenue increased $5.1 million or 4.7% due primarily to $16.5 million not recognized upon product installation in 2019, but collection of which deemed probable in 2020. Service revenue increased $11.7 million or 4.7% due primarily to more customers going live and more services provided. The resultant total revenue increased $16.8 million.
Operating expense decreased $8.2 million or 2.6% due primarily to pandemic related staff and cost reductions. The resultant operating income increased $25.1 million.
Other income increased $0.6 million. The $88.9 million gain from the sale of property was a one-time event in the prior year. Unrealized marketable securities gains changed from a $43.7 million increase to a $39.1 million decrease due to stock market declines initiated by the pandemic. Other expenses decreased $2.5 million. The resultant pre-tax income decreased $143.5 million.
MEDITECH's effective tax rate of 21.1% changed to 1.1% due primarily to a decrease in unrealized marketable securities gains and tax reserves at higher marginal tax rates while credits against taxes increased. Net income of $143.3 million changed to $37.8 million also due primarily to a decrease in unrealized marketable securities gains and the prior year's sale of real estate.
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| Financial Condition | Dec 31, 2019 | Sep 30, 2020 |
| Working capital | $419,987,992 | $394,798,614 |
| Total assets | 669,475,349 | 655,133,290 |
| Total liabilities | 111,724,941 | 117,628,928 |
| Shareholder equity | 557,750,408 | 537,504,362 |
| Outstanding number of shares | 37,190,854 | 37,190,854 |
| Shareholder equity per share | $15.00 | $14.45 |
Accrued expenses increased $6.52 million during the period due primarily to the payment of $15.0 million in bonuses applicable to 2019 offset by the accrual of $19.8 million in bonus expenses applicable to 2020. The self-insured health insurance expense portion increased $3.3 million during the period reflecting the timing difference of claims billings for payment.
At September 30, 2020 MEDITECH's cash, cash equivalents and marketable securities totaled $422.6 million. Marketable securities consisted of preferred and common equities. For the first nine months of 2020 cash flow from operations was $85.9 million, cash flow from investing was $7.2 million and cash flow used in financing was $58.0 million. The $58.0 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 September 30, 2020 was $537.5 million.
The major effect of the COVID-19 pandemic on MEDITECH's first nine month performance was the decline in value of its marketable securities, the decline in new product bookings and the delays in implementations. MEDITECH quickly transitioned its staff to working at home, adapted from live to virtual customer service and product implementation, and reduced its expenses. Management believes there are sufficient funds for all current operating requirements, but uncertainty in future sales, staff productivity and trade receivables could have a substantial impact on business.
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, 2019.
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 Chief Executive Officer and Chief Financial Officer have concluded MEDITECH's disclosure controls and procedures are effective at September 30, 2020 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.
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Part II - Other Information
Item 1 - Legal Proceedings
None.
Item 1A - Risk Factors
The impact of the COVID-19 pandemic on the healthcare industry is a significant unknown. Change in medical procedures and processes will reverberate throughout the industry and could adversely affect our ability to procure new business and maintain operations as done today.
MEDITECH is subject to the risk of becoming an investment company.
Under Section 3(a)(1)(A) of the Investment Company Act, a company is deemed to be an investment company if it is, or holds itself out as being, engaged primarily in the business of investing, reinvesting, or trading in securities. MEDITECH does not hold itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities. Rather, we have been a software manufacturer for over 50 years.
Under Section 3(a)(1)(C) of the Investment Company Act, a company may be deemed to be an investment company if it owns investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. Government securities and cash items). As reflected on our balance sheet at September 30, 2020, we exceed the 40% threshold thus we may be deemed an investment company. If the Securities and Exchange Commission (the "SEC") or a court challenged our status as an operating company, we could incur significant legal expenses.
If we are deemed to be, and were required to register as, an investment company, we would be forced to comply with the legal requirements of the Investment Company Act that would regulate the manner in which we would be permitted to conduct our business activities. We would be subjected to disclosure and accounting guidance geared toward investment, rather than operating, companies and be required to undertake significant costs and expenses to meet other disclosure, reporting, and regulatory requirements to which we would be subject as a registered investment company.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
MEDITECH did not repurchase any of its shares of common stock during the 3rd quarter of 2020. However, during the 3rd quarter the Medical Information Technology, Inc. Profit Sharing Trust purchased MEDITECH's common stock in individual private transactions 4,000 shares in August at $44 per share and 10,095 shares in September at $44 per share for a total of $620,180.
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Item 3 - Defaults Upon Senior Securities
None.
Item 4 - Mine Safety Disclosures
Not applicable.
Item 5 - Other Information
On March 27, 2020 the Annual Meeting of Shareholders was postponed from April 27, 2020 to a later date due to the COVID-19 pandemic. The current Board of Directors, consisting of A. Neil Pappalardo, Lawrence A. Polimeno, Howard Messing, Barbara A. Manzolillo, Stuart N. Lefthes and Edward B. Roberts, continue to serve until their successors are chosen and qualified.
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)
October 26, 2020
(Date)
(Date)
Howard Messing, Chief Executive Officer
(Signature)
(Signature)
Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)
(Signature)
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