<PAGE> 1
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, 1997
Commission file number 0-28092
Medical Information Technology, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation or Organization)
04-2455639
(I.R.S. Employer Identification No.)
Meditech Circle, Westwood, MA
(Address of Principal Executive Offices)
02090
(Zip Code)
781-821-3000
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
The number of shares of Common Stock, $.25 par value, outstanding at December
31, 1997 was 16,087,212
<PAGE> 2
Index to Form 10-K
Part I
Item 1 - Business Page 3
Item 2 - Properties Page 5
Item 3 - Legal Proceedings Page 6
Item 4 - Submission of Matters to a Vote of Security Holders Page 6
Part II
Item 5 - Market for Registrant's Common Equity and Related
Stockholder Matters Page 6
Item 6 - Selected Financial Data Page 6
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations Page 7
Item 8 - Financial Statements and Supplementary Data Page 8
Item 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure Page 8
Part III
Item 10 - Directors and Executive Officers of the Registrant Page 8
Item 11 - Executive Compensation Page 10
Item 12 - Security Ownership of Certain Beneficial Owners
and Management Page 11
Item 13 - Certain Relationships and Related Transactions Page 11
Part IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports
on Form 8-K Page 12
Signatures Page 12
<PAGE> 3
Part I
Item 1 - Business
COMPANY OVERVIEW
Medical Information Technology, Inc. (MEDITECH or the Company) was founded
in 1969 to develop and market information system software for the hospital
industry. 1997 revenues reached $193.8 million and at year-end MEDITECH had a
product backlog of $130 million and more than 1,800 employees.
By the end of 1997 MEDITECH had over 1,050 active hospital customers throughout
the U.S., Canada and the U.K., as well as a backlog of almost 100 hospitals
waiting implementation. The implementation process consists of teaching
hospital personnel about the operation of the software as well as training them
on how to use it in their daily activity. Once the hospital goes live,
MEDITECH maintains and updates the software thereafter.
HOSPITAL SOFTWARE
Initially MEDITECH developed a software product to automate one of the main
hospital departments, the clinical laboratory that performs various diagnostic
tests on blood and urine specimens. Within a few years, this product became
standardized, thereby requiring minimal adaptation to meet the individual needs
of a typical customer. MEDITECH extended the concept and developed additional
software products for the rest of a hospital's clinical departments.
Eventually, it moved into the financial area by developing a hospital billing
and accounts receivable product as well as various general accounting products.
Although the individual products could be operated in a stand alone fashion,
a hospital achieved maximum effectiveness when they were used in an integrated
mode, sharing access to the common clinical and financial records of the
hospital. This concept ultimately led to MEDITECH developing the so-called
hospital information system, a cohesive set of software products designed from
the onset to work in conjunction with the overall operation of the hospital and
to minimize the need for specialized interfaces.
COMPUTER HARDWARE
Software requires extensive computer and communication equipment to function.
In spite of this, MEDITECH continues to be a pure software company, limiting
itself to specifying the aggregate components needed as well as suggesting
typical configurations from certain hardware vendors. The responsibility is
left to the hospital to purchase the requisite hardware and secure a continuing
source of maintenance service for it.
The hardware components traditionally consist of a small set of central medium-
sized computers and a large set of display terminals and printers distributed
throughout the hospital. All of these elements are interconnected by means of
a standard high speed communication network. The computers execute the
software and include large disk subsystems containing the permanent and common
clinical and financial records of the hospital.
<PAGE> 4
Hardware technology evolves rapidly, and the current trend is to replace the
display terminals with desktop computers, thereby forming a client server
network. In this mode of operation, the central computers become the file
servers while software is executed locally on the client computer which makes
common file requests to the servers.
LICENSED SOFTWARE
MEDITECH requires a customer to sign a standard software license agreement
prior to product delivery, implementation and subsequent service of the
software. This agreement specifies a front end product fee and a front end
implementation fee both of which are payable over the implementation process,
and a monthly service fee after the site goes live. In addition to precluding
ownership and restricting transfer, the license mandates the hospital hold
MEDITECH harmless from any liability arising from incorrect operation of the
software.
MEDITECH bases its product fee on the total number of hospital beds that a
customer operates at all of its sites, and sets its implementation fee on the
total number of sites. Large hospitals pay more than small hospitals, but
incremental fees continue to diminish. The monthly service fees are always 1%
of the product fees. A typical 250 bed acute care hospital might incur a
$500,000 product fee, $100,000 implementation fee and a $5,000 monthly service
fee. An order is booked and goes into the backlog when a signed software
license and 10% of both front end fees are received.
STAFF ORGANIZATION
MEDITECH is organized into functional units grouped around product development,
sales and marketing, implementation, customer service, accounting and facility
operations. All MEDITECH staff work in company owned buildings located in the
greater Boston area.
From its inception, MEDITECH utilized communication technology which allowed
much of its business activities to be performed by remote access. MEDITECH
staff sitting at their desks may access client hospitals, both personnel and
computers. The need for remote offices is thereby negated. Although most
customer contact is through the phone, certain of the sales and implementation
staff travel to customer sites.
PRODUCT DEVELOPMENT
Most of the product development staff is working on the incremental evolution
of the current product line, as well as creating a few more new products each
year. The rest of the staff is developing a set of replacement products
utilizing a new technology. Approximately every seven years, the company
introduces the next generation of products based on the new technology and
gradually updates existing customers.
<PAGE> 5
SALES AND MARKETING
Most of the direct sales staff, organized into regions, concentrate on new
prospects. In addition, some of the sales staff monitor existing customers to
expose them to the Company's entire product line. Marketing activities and
promotion are low key because hospitals are easily identified, finite in number
and generally send an RFP to vendors when they are contemplating the purchase
of a hospital information system.
During the sales process, prospects generally visit MEDITECH to talk to product
specialists and to view product demonstrations. Thereafter they are encouraged
to visit various MEDITECH customer sites to observe first hand the software in
actual operation and to discuss issues of concern with hospital personnel.
IMPLEMENTATION PROCESS
To ensure a successful implementation, the staff must properly train a core
group of hospital personnel. To preclude interruptions from normal hospital
activities, MEDITECH mandates that the hospital personnel come to Boston for
intensive training sessions.
As training proceeds, the implementation staff will customize certain
dictionaries to fit the specific need of the hospital's environment, provide
interfaces to non-MEDITECH systems and to assist the hospital in converting
data from legacy systems. In addition, the licensed software will be
delivered, installed and tested on the customer's hardware. MEDITECH will
utilize remote access communication technology to minimize or eliminate the
need to travel.
CUSTOMER SERVICE
Once a hospital goes live, the responsibility of maintaining the customer is
transferred to the service staff. MEDITECH provides 24 hour a day service
coverage to these customers in order to respond to problem calls. In addition,
the staff updates customers with new releases of the software products as they
become available. To ensure the continuing education of the hospital staff,
MEDITECH runs seminars on the use of its products.
COLUMBIA HEALTH CARE
Columbia/HCA owns and operates over 350 hospitals in the U.S., Canada, and the
U.K. and is MEDITECH's largest customer. By the end of 1997 MEDITECH had
implemented approximately 300 of their hospitals. They represented about 21%
of revenue in 1996 and 1997. In the 3rd quarter of 1997 Columbia/HCA underwent
a major change in leadership and since then they have made public statements to
the effect that they are undergoing a transition in business strategy and will
be downsizing. While it is difficult to predict how this will effect MEDITECH,
it may result in a decline in the revenue generated from them.
ITEM 2 - Properties
As of December 31, 1997 the Company owned five facilities containing about
1.1 million square feet of space, all being well maintained Class A properties
in the greater Boston area. The Company occupies 60% of the space and the
remaining 40% is leased to various tenants. The Company has adequate space
for its reasonable needs over the next few years.
<PAGE> 6
ITEM 3 - Legal Proceedings
There are no material pending legal proceedings against the Company, nor were
any initiated during the year 1997.
ITEM 4 - Submission of Matters to a Vote of Security Holders
None.
PART II
ITEM 5 - Market for Registrant's Common Equity and Related
Stockholder Matters
No trading market exists for the Company's Common Stock, and accordingly no
high and low bid information or quotations are available with respect to the
Company's Common Stock.
The Company's Common Stock is subject to right of first refusal restrictions
upon sale, assignment, transfer, pledge or other disposition of any of its
shares.
At December 31, 1997 there were 747 holders of record of its Common Stock and
16,087,212 shares outstanding.
The Company paid quarterly cash dividends totaling the following amounts in the
most recent three fiscal years:
1995 1996 1997
Per Share $1.24 $1.40 $1.68
ITEM 6 - Selected Financial Data
<TABLE>
For the Five Years Ended December 31, 1997 (in thousands where applicable):
<CAPTION>
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Operations:
Revenue $105,325 $124,223 $143,721 $167,884 $193,805
Operating Income 41,285 51,255 58,513 69,550 78,286
Net Income 29,625 32,190 37,085 44,350 50,284
Average shares 15,523 15,641 15,782 15,863 16,029
Earnings per share 1.91 2.06 2.35 2.80 3.14
Financial Position:
Cash and cash equivalents $6,191 $12,907 $6,512 $18,063 $8,379
Total assets 118,923 137,755 197,998 218,339 263,108
Total liabilities 18,870 20,006 60,170 55,871 73,577
Shareholders' equity 100,053 117,749 137,828 162,468 189,531
Book Value per share 6.43 7.51 8.71 10.19 11.78
Shares outstanding 15,567 15,686 15,831 15,938 16,087
Other Data:
Working Capital $43,027 $60,711 $47,573 $60,373 $44,911
Cash flows from operations 26,615 35,218 41,443 56,413 62,195
Depreciation 3,459 3,294 4,809 6,155 9,084
Cash dividends per share $0.87 $1.04 $1.24 $1.40 $1.68
</TABLE>
<PAGE> 7
ITEM 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Comparison of Fiscal Years Ended December 31, 1996 and 1997:
1997 Revenue increased 15% to $193.8 million, while 1997 Operating Income
increased only 13% to $78.3 million. During the 4th quarter the Company
experienced a decrease in the product revenue attributable to a slowdown in
implementations for Columbia/HCA. During the quarter staff size was not
reduced in response. The result of this caused growth in Operating Expenses
to exceed growth in Revenue. 1997 Operating Expenses increased 17% to
$115.5 million due to a 12% increase in staff size, a moderate increase in
employee salary and a significant increase in depreciation.
1997 Other Income, net of Other Expense, increased from $4.4 million to $6.4
million due to an increase of $3.3 million in rental income offset by a
one-time gain of $1.4 million on the 1996 sale of our Cambridge facility.
The Company's effective tax rate increased from 40% to 41% in 1997.
Comparison of Fiscal Years ended December 31, 1995 and 1996:
Revenue increased 17% from $143.7 million in 1995 to $167.9 million in 1996.
This increase is a result of increased orders from both existing and new
customers, with 28% of the increase attributable to Columbia/HCA, the Company's
largest customer.
Operating Expenses increased 15% from $85.2 million in 1995 to $98.3 million in
1996. The primary reason for this increase is the costs associated with a 14%
increase in staff size from 1995 to 1996.
Other Income, net of Other Expense, increased from $1.2 million in 1995 to $4.4
million in 1996 due primarily to: a decrease in interest expense on bank note
($1.2 million); an increase in rental income ($0.9 million) and a gain on the
sale of our Cambridge facility ($1.4 million).
Income Tax Expense increased from $22.6 million in 1995 to $29.6 million in
1996. 1995's effective tax rate of 38% was a result of an investment tax
credit earned in 1995 on property purchased. 1996's effective tax rate was
40%.
<PAGE> 8
ITEM 8 - Financial Statements and Supplementary Data
The Financial Statements are included as part of Exhibit 13 (Annual Report to
Shareholders)
<TABLE>
OPERATING RESULTS BY QUARTER:
For the Two Years Ended December 31, 1997 (in thousands where applicable):
<CAPTION>
Mar 31 Jun 30 Sep 30 Dec 31
<S> <C> <C> <C> <C>
1996
Revenue $38,843 $40,309 $41,856 $46,876
Operating Income 15,575 16,163 17,278 20,534
Net Income 9,745 10,232 11,126 13,247
Earnings per share .61 .65 .70 .84
1997
Revenue $46,705 $49,462 $51,184 $46,454
Operating Income 19,310 20,448 20,998 17,530
Net income 12,201 12,838 13,507 11,738
Earnings per share .76 .80 .84 .73
</TABLE>
ITEM 9 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
ITEM 10 - Directors and Executive Officers of the Registrant
The positions held by each Director and Officer of the Company are shown below.
There are no family relationships among the following persons.
Name of Director or Executive Age Position with the Company
Officer
A. Neil Pappalardo 55 Chief Executive Officer, Chairman of
the Board and Director
Lawrence A. Polimeno 56 Chief Operating Officer, President and
Director
Morton E. Ruderman 61 Director
Jerome H. Grossman 58 Director
Edward B. Roberts 62 Director
Roland L. Driscoll 67 Director
L.P. Dan Valente 67 Director
Howard Messing 45 Executive Vice President
Barbara A. Manzolillo 45 Chief Financial Officer, Treasurer and
Assistant Clerk
Edward G. Pisinski 54 Senior Vice President
Roberta E. Grigg 54 Senior Vice President
Christopher J. Anschuetz 45 Vice President
Robert S. Gale 51 Vice President
Steven B. Koretz 45 Vice President
Stuart N. Lefthes 44 Vice President
Joanne Wood 44 Vice President
Jane E. Currier 45 Chief Corporate Counsel and Clerk
<PAGE> 9
All Directors are elected each year at the annual meeting of shareholders. All
executive officers are elected at the first meeting of the Board following the
annual meeting of shareholders and hold office for one year. The Board of
Directors has an Audit Committee, an Executive Compensation Committee, and a
Charitable Contribution Committee.
The following is a description of the business experience during the past five
years of each Director and Officer.
A. Neil Pappalardo, founder of the Company, is the Chief Executive Officer and
Chairman of the Board, and has been a Director since 1969.
Lawrence A. Polimeno is the President and Chief Operating Officer, has been a
Director since 1985, and has been with the Company since 1969.
Morton E. Ruderman, Chief Executive Officer of CRES Development, has been a
Director since 1969.
Jerome H. Grossman, Chief Executive Officer of Health Quality, Inc., has been
a Director since 1970.
Edward B. Roberts, Professor at Sloan School, Massachusetts Institute of
Technology, has been a Director since 1969.
Roland L. Driscoll, retired Chief Financial Officer of the Company, has been
a Director since 1985.
L.P. Dan Valente, Chief Executive Officer of Palomar Medical Technologies,
Inc., has been a Director since 1972.
Howard Messing has been the Executive Vice President since 1995, was a Vice
President prior to that, and has been with the Company since 1974.
Barbara A. Manzolillo has been the Chief Financial Officer since 1996, was
the Treasurer prior to that, and has been with the Company since 1975.
Edward G. Pisinski has been a Senior Vice President since 1997, was a Vice
President prior to that, and has been with the Company since 1973.
Roberta E. Grigg has been a Senior Vice President since 1997, was a Vice
President prior to that, and has been with the Company since 1975.
Christopher J. Anschuetz has been a Vice President since 1995, was a Senior
Manager prior to that, and has been with the Company since 1975.
Robert S. Gale has been a Vice President since 1995, was a Senior Manager
prior to that, and has been with the Company since 1976.
Steven B. Koretz has been a Vice President since 1997, was a Senior Manager
prior to that, and has been with the company since 1982.
Stuart N. Lefthes has been a Vice President since 1997, was a Senior Manager
prior to that, and has been with the company since 1983.
Joanne Wood has been a Vice President since 1995, was a Senior Manager prior
to that, and has been with the Company since 1983.
<PAGE> 10
Jane E. Currier has been the Chief Corporate Counsel and the Clerk since
1986, and has been with the Company since 1983.
There were no failures to file or late filings under Section 16(a)
ITEM 11 - Executive Compensation
The following table sets forth the compensation received by the Company's Chief
Executive Officer and the four most highly compensated other Officers for the
three fiscal years ended December 31, 1995, 1996 and 1997.
SUMMARY COMPENSATION TABLE
Name and Principal Position Year Salary ($) Bonus ($) Other ($)
A. Neil Pappalardo 1997 360,000 727,676 0
Chairman and Chief 1996 360,000 725,000 0
Executive Officer 1995 360,000 725,000 0
Lawrence A. Polimeno 1997 240,000 627,676 6,042
President and Chief 1996 240,000 625,000 5,962
Operating Officer 1995 240,000 575,000 6,130
Howard Messing 1997 180,000 377,676 6,042
Executive Vice President 1996 156,000 375,000 5,962
1995 156,000 275,000 6,130
Edward G. Pisinski 1997 156,000 302,676 6,042
Vice President - Marketing 1996 156,000 300,000 5,962
1995 156,000 225,000 6,130
Barbara A. Manzolillo 1997 144,000 227,676 6,042
Chief Financial Officer 1996 132,000 225,000 5,962
and Treasurer 1995 132,000 175,000 6,130
Compensation of Executive Officers: There are no employment contracts or
agreements in effect for any Officer of the Company. The Board of Directors
authorizes and directs the bonus program instituted for the recognition of
services rendered by employees. The total amount of the bonus pool is based on
a fixed percentage of operating income as set by the Board of Directors. This
philosophy aligns the interest of all with the interests of the Company's
shareholders.
The Board of Director's Executive Compensation Committee (composed of Mr.
Roberts and Mr. Ruderman) sets Mr. Pappalardo's bonus compensation based upon
the same criteria for awarding bonuses to all officers and employees.
Pension Plan: The Company maintains a qualified defined contribution plan for
all employees known as the Medical Information Technology, Inc. Profit Sharing
Plan. All employees of the Company who have completed one year of service
participate in the plan. The Company's annual contribution is allocated in
proportion to total compensation (capped at $100,000) of all eligible members
for the plan year. No allocation is allowable under this plan to owners of 10%
or more of the Company's common stock. Contributions by members are not
permitted. Benefits under the plan become fully vested after five years of
continuous service with the Company. Lump sum cash payment is made upon
retirement, death, disability, or termination of employment.
<PAGE> 11
Compensation of Directors: The members of the Board of Directors who are not
Officers of the Company currently receive a fee of $7,000 for each fully
attended quarterly meeting, with such fee being deemed to also cover any
incidental expenses or directorial conference or committee time expended by
such directors in behalf of the Company during the year.
ITEM 12 - Security Ownership of Certain Beneficial Owners
and Management
The following table provides information as of December 31, 1997 with respect
to the shares of Common Stock beneficially owned by each person known by the
Company to own more than 5% of the Company's outstanding Common Stock, each
Director of the Company, each Executive Officer named in the Summary
Compensation Table and by all Directors and Executive Officers of the Company
as a group. The number of shares beneficially owned is determined according to
rules of the Securities and Exchange Commission. Under such rules, a person's
beneficial ownership includes any shares as to which such person has sole or
shared voting power or investment power.
Number of Shares
of Common Stock % of Shares of
Name Beneficially Owned Common Stock
A. Neil Pappalardo 4,271,406 26.55%
Morton E. Ruderman 2,357,919 14.66%
Jerome Grossman 600,675 3.73%
Lawrence A. Polimeno 572,850 3.56%
Edward B. Roberts 374,113 2.33%
Roland L. Driscoll 264,000 1.64%
Edward G. Pisinski 147,500 <1%
Howard Messing 125,000 <1%
Barbara A. Manzolillo 80,000 <1%
L. P. Dan Valente 42,500 <1%
Directors and Executive Officers
as a Group (17 persons) 9,040,113 56.19%
Curtis W. Marble 1,865,052 11.59%
Medical Information Technology Inc.
Profit Sharing Trust 1,469,010 9.13%
The address of all Executive Officers and Directors is in care of the Company,
MEDITECH Circle, Westwood, MA 02090.
ITEM 13 - Certain Relationships and Related Transactions
None.
<PAGE> 12
PART IV
ITEM 14 - Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
Exhibit 3i (Articles of Incorporation) and Exhibit 3ii (By-Laws) are
incorporated by reference from the registration statement on Form 10 effective
April 27, 1996 and from exhibit under Item 6 on Form 10-Q for the quarter ended
June 10, 1997 (Amendment to By-Laws), File # 0-28092.
Exhibit 13 (Annual Report to Shareholders) and Exhibit 27 (Financial Data
Schedule) are appended to this document.
There were no reports filed on Form 8-K during the quarter ended December 31,
1997.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Medical Information Technology, Inc.
(Registrant)
March 24, 1998
(Date)
Barbara A. Manzolillo, Chief Financial Officer and Treasurer
(Signature)
MEDICAL INFORMATION TECHNOLOGY, INC.
Financial Statements
as of December 31, 1996 and 1997
Together with Auditors' Report
<PAGE>
MEDICAL INFORMATION TECHNOLOGY, INC.
Index
Page
Report of Independent Public Accountants 1
Balance Sheets as of December 31, 1996 and 1997 2
Statements of Income for the Years Ended
December 31, 1995, 1996 and 1997 3
Statements of Stockholders' Investment for the
Years Ended December 31, 1995, 1996 and 1997 4
Statements of Cash Flows for the Years Ended
December 31, 1995, 1996 and 1997 5
Notes to Financial Statements 6-11
<PAGE> 1
Report of Independent Public Accountants
To the Stockholders and Board of Directors of
Medical Information Technology, Inc.:
We have audited the accompanying balance sheets of Medical Information
Technology, Inc. (a Massachusetts corporation) as of December 31, 1996 and
1997, and the related statements of income, stockholders' investment and cash
flows for each of the three years in the period ended December 31, 1997.
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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as 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 financial position of Medical Information
Technology, Inc. as of December 31, 1996 and 1997, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Boston, Massachusetts
February 6, 1998
<PAGE> 2
MEDICAL INFORMATION TECHNOLOGY, INC.
<TABLE>
Balance Sheets
<CAPTION>
December 31,
1996 1997
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents (Note 1) $ 18,063,262 $ 8,379,358
Marketable securities (Note 2) 61,142,110 62,348,881
Accounts receivable, less reserve of
$210,000 in 1996 and $270,000 in 1997 21,815,789 26,259,940
Prepaid expenses 90,308 99,487
------------ ------------
Total current assets 101,111,469 97,087,666
------------ ------------
Property, Plant and Equipment, at cost (Note 1):
Computer equipment 10,927,224 11,887,006
Furniture and fixtures 12,778,543 18,506,896
Buildings and improvements 99,654,797 143,125,594
Land and improvements 20,403,703 26,603,703
------------ ------------
143,764,267 200,123,199
Less Accumulated depreciation 28,647,632 36,154,751
------------ ------------
115,116,635 163,968,448
------------ ------------
Investments 2,110,883 2,051,752
------------ ------------
$218,338,987 $263,107,866
============ ============
Liabilities and Stockholders' Investment
Current Liabilities:
Current maturities of note payable
to a bank (Note 6) $ 12,000,000 $ 18,000,000
Accounts payable 837,495 694,869
Accrued taxes 2,454,951 1,748,464
Accrued expenses (Note 5) 13,609,433 15,598,342
Customer deposits 11,837,423 16,135,386
------------ ------------
Total current liabilities 40,739,302 52,177,061
------------ ------------
Note Payable to a Bank, less current
maturities (Note 6) 14,000,000 19,500,000
------------ ------------
Deferred Federal and State Income Taxes (Note 8) 1,131,663 1,900,000
------------ ------------
Stockholders' Investment:
Common stock, $.25 par value,
Authorized 17,000,000 shares,
Issued and outstanding 15,938,365 shares
in 1996 and 16,087,212 shares in 1997 3,984,591 4,021,803
Additional paid-in capital 7,680,143 11,335,259
Retained earnings 150,803,288 174,173,743
------------ ------------
Total stockholders' investment 162,468,022 189,530,805
------------ ------------
$218,338,987 $263,107,866
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 3
MEDICAL INFORMATION TECHNOLOGY, INC.
<TABLE>
Statements of Income
<CAPTION>
For the Years Ended December 31,
1995 1996 1997
<S> <C> <C> <C>
Operating Revenue:
Software products $ 94,356,333 $109,316,654 $126,574,961
Software services 44,962,747 52,154,032 62,029,361
Other 4,401,480 6,413,111 5,200,180
------------ ------------ ------------
Total operating revenue 143,720,560 167,883,797 193,804,502
------------ ------------ ------------
Costs and Expenses:
Operating and product development 52,876,661 61,453,443 74,666,248
Selling, general and administrative 32,331,072 36,880,437 40,852,721
------------ ------------ ------------
Total costs and expenses 85,207,733 98,333,880 115,518,969
------------ ------------ ------------
Income from operations 58,512,827 69,549,917 78,285,533
Dividend, Interest and Other Income 6,400,717 8,937,691 12,236,282
Interest and Other Expense 5,248,811 4,526,848 5,879,160
------------ ------------ ------------
Income before provision
for income taxes 59,664,733 73,960,760 84,642,655
Provision for Income Taxes (Note 8):
State 3,835,010 6,457,439 6,343,141
Federal 18,744,928 23,153,534 28,015,459
------------ ------------ ------------
Net income $ 37,084,795 $ 44,349,787 $ 50,284,055
============ ============ ============
Basic and Fully Diluted Net Income
per Common Share $2.35 $2.80 $3.14
============ ============ ============
Shares Used in Computing Basic and
Fully Diluted Net Income per Share 15,782,259 15,862,838 16,029,071
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 4
MEDICAL INFORMATION TECHNOLOGY, INC.
<TABLE>
Statements of Stockholders' Investment
<CAPTION>
Common Stock Additional
Number $.25 Paid-in Retained
Treasury Stockholders'
of Shares Par Value Capital Earnings
Stock Cost Investment
---------- ---------- ----------- ------------
- ---------- ------------
<S> <C> <C> <C> <C>
<C> <C>
Balance, December 31, 1994 15,686,544 $3,921,636 $2,705,052 $111,122,333
$ - $117,749,021
Sale of 114,858 shares of
common stock 114,858 28,715 1,923,871 -
- 1,952,586
Issuance of 30,000 shares of
common stock to qualified
employee profit sharing trust 30,000 7,500 592,500 -
- 600,000
Net income - - - 37,084,795
- 37,084,795
Dividends - - - (19,558,133)
- (19,558,133)
---------- ---------- ----------- ------------
- ---------- ------------
Balance, December 31, 1995 15,831,402 3,957,851 5,221,423 128,648,995
- 137,828,269
Sale of 106,963 shares of
common stock 106,963 26,740 2,112,520 -
- 2,139,260
Purchase of 230,400 shares
of treasury stock - - - -
(4,838,400) (4,838,400)
Sale of 195,400 shares of
treasury stock - - 241,200 -
4,103,400 4,344,600
Issuance of 35,000 shares of
treasury stock to qualified
employee profit sharing trust - - 105,000 -
735,000 840,000
Net income - - - 44,349,787
- 44,349,787
Dividends - - - (22,195,494)
- (22,195,494)
---------- ---------- ----------- ------------
- ---------- ------------
Balance, December 31, 1996 15,938,365 3,984,591 7,680,143 150,803,288
- 162,468,022
Sale of 108,847 shares of
common stock 108,847 27,212 2,585,116 -
- 2,612,328
Issuance of 40,000 shares of
common stock to qualified
employee profit sharing trust 40,000 10,000 1,070,000 -
- 1,080,000
Net income - - - 50,284,055
- 50,284,055
Dividends - - - (26,913,600)
- (26,913,600)
---------- ---------- ----------- ------------
- ---------- ------------
Balance, December 31, 1997 16,087,212 $4,021,803 $11,335,259 $174,173,743
$ - $189,530,805
========== ========== =========== ============
========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 5
MEDICAL INFORMATION TECHNOLOGY, INC.
<TABLE>
Statements of Cash Flows
<CAPTION>
For the Years Ended December 31,
1995 1996 1997
<S> <C> <C> <S>
Cash Flows from Operating Activities:
Net income $37,084,795 $44,349,787 $50,284,055
Adjustments to reconcile net
income to net cash provided
by operating activities
Depreciation 4,809,482 6,155,719 9,084,216
Deferred income taxes 118,897 257,850 768,337
Stock contributions to employee
profit sharing plan 600,000 840,000 1,080,000
Net (gain) loss on sale of securities 9,302 (3,852) (6,361)
Net gain on sale of fixed assets - (1,409,475) -
Write-down of investments - 400,000 -
Allowance for doubtful accounts - 50,000 60,000
Changes in assets and liabilities
Accounts receivable (6,244,288) (1,682,409) (4,504,151)
Prepaid expenses 3,019,353 12,647 (9,179)
Accounts payable 121,894 516,581 (142,626)
Accrued expenses 1,190,952 2,976,059 1,282,422
Customer deposits 732,835 3,950,208 4,297,963
----------- ----------- -----------
Net cash provided by
operating activities 41,443,222 56,413,115 62,194,676
----------- ----------- -----------
Cash Flows from Investing Activities:
Purchases of property, plant
and equipment (64,538,650) (6,837,576) (57,936,029)
Sales of property, plant and equipment - 1,592,466 -
Purchases of marketable securities (4,588,567) (11,822,721) (18,373,509)
Sales of marketable securities 500,000 4,756,207 17,173,099
Decrease in investments 393,867 - 59,131
----------- ----------- -----------
Net cash used in
investing activities (68,233,350) (12,311,624) (59,077,308)
----------- ----------- -----------
Cash Flows from Financing Activities:
Borrowings on note payable to a bank 50,000,000 - 43,000,000
Payments of note payable to a bank (12,000,000) (12,000,000) (31,500,000)
Sale of common stock 1,952,586 2,139,260 2,612,328
Purchase of treasury stock - (4,838,400) -
Sale of treasury stock - 4,344,600 -
Dividends paid (19,558,133) (22,195,494) (26,913,600)
----------- ----------- -----------
Net cash (used in) provided by
financing activities 20,394,453 (32,550,034) (12,801,272)
----------- ----------- -----------
Net (Decrease) Increase in Cash and
Cash Equivalents (6,395,675) 11,551,457 (9,683,904)
Cash and Cash Equivalents,
beginning of year 12,907,480 6,511,805 18,063,262
----------- ----------- -----------
Cash and Cash Equivalents,
end of year $ 6,511,805 $18,063,262 $ 8,379,358
=========== =========== ===========
Supplemental Disclosure of Cash
Flow Information:
Cash paid for Income taxes $22,739,708 $28,761,470 $34,482,284
=========== =========== ===========
Cash paid for Interest $ 3,946,750 $ 2,733,229 $ 2,394,030
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
MEDICAL INFORMATION TECHNOLOGY, INC.
Notes to Financial Statements
December 31, 1997
(1) Operations and Accounting Policies
Medical Information Technology, Inc. (the Company) is engaged in the
development, manufacture and licensing of computer software products and
related services used in the medical field. The principal market for the
Company's products are health care providers primarily located in the U.S.
and Canada.
The accompanying 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.
(a) Revenue Recognition
The Company enters into software product contracts that provide for a customer
deposit upon contract execution, milestone billings and fixed monthly service
fees thereafter. Product revenue is recognized at the completion of each
milestone and service revenue is recognized as services are rendered.
(b) Software Development and Production Costs
In accordance with Statement of Financial Accounting Standards (SFAS) No. 86,
Accounting for the Costs of Computer Software To Be Sold, Leased or Otherwise
Marketed, the Company will capitalize 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, all of the
Company's costs for research and development of software products have been
charged to operations as incurred, since the amount of software development
costs incurred subsequent to the establishment of technological feasibility
has been immaterial.
(c) Depreciation
The Company provides for depreciation on its property, plant and equipment in
amounts estimated to allocate the costs thereof under various depreciation
methods over the following estimated useful lives:
Description Useful Life
Computer equipment 5 years
Furniture and fixtures 7-10 years
Buildings and improvements 15-40 years
<PAGE> 7
(d) Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.
Cash equivalents include certificates of deposit and European time deposits
of approximately $17,650,000 and $5,700,000 at December 31, 1996 and 1997,
respectively.
(e) Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations
of credit risk are principally cash, cash equivalents, short-term investments
and accounts receivable. The Company places its investments in highly rated
institutions. Concentration of credit risk with respect to accounts
receivable is limited to certain customers to whom the Company makes
substantial sales. To reduce risk, the Company routinely assesses the
financial strength of its customers and, as a result, believes that its
accounts receivable credit risk exposure is limited. The Company maintains
an allowance for potential credit losses but historically has not experienced
any significant credit losses related to an individual customer or groups of
customers.
(f) Net Income per Common Share
On March 31, 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No, 128, Earnings Per Share. SFAS No. 128 establishes standards for computing
and presenting earnings per share (EPS), and applies to entities with publicly
held common stock or potential common stock. During the year ended December
31, 1997, the Company adopted SFAS No. 128 and is now required to report both
basic and diluted earnings per share. Basic EPS is computed by dividing net
income by the weighted-average number of common shares outstanding during the
period. Diluted EPS reflects the potential dilution, if any, from common
stock equivalents. At December 31, 1997, the Company had no common stock
equivalents outstanding. Accordingly, diluted EPS and basic EPS are the same.
(g) New Accounting Standards
In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income.
SFAS No. 130 requires disclosure of all components of comprehensive income on
an annual and interim basis. Comprehensive income is defined as any changes
in the Company's equity that are not generated by or from ownership
transactions or sources. SFAS No. 130 is effective for fiscal years beginning
after December 15, 1997.
<PAGE> 8
In July 1997, the FASB issued SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information. SFAS No. 131 requires certain financial
and supplemental information to be disclosed on an annual and interim basis
for each reportable business segment of an enterprise. SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997. Unless
impracticable, companies would be required to restate prior period information
upon adoption.
(2) Marketable Securities
The Company accounts for its investments in accordance with SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. SFAS No.
115 requires companies to classify their short-term investments as either
trading, available-for-sale or held-to-maturity. The Company's marketable
securities consist primarily of preferred equity securities that are callable
by the issuer. The Company has classified the securities as available for
sale and, as such, they should be carried at fair market value. The fair
market value of these equity securities as of December 31, 1996 and 1997 was
approximately $65,952,000 and $68,773,000, respectively. The Company,
however, has elected to record these investments at amortized cost since the
differences between fair market value and amortized cost are not material to
the financial statements.
(3) Allowance for Doubtful Accounts
A summary of the allowance for doubtful accounts activity is as follows:
1995 1996 1997
Balance, beginning of period $160,000 $160,000 $210,000
Amounts charged to expense 19,200 50,000 66,900
Amounts written off (19,200) - (6,900)
-------- -------- --------
Balance, end of period $160,000 $210,000 $270,000
======== ======== ========
(4) Purchase of Real Estate
In August 1997, the Company purchased real property consisting of 287,600
square feet of office space with parking located on 37 acres in Westwood,
Massachusetts for $51,700,000.
<PAGE> 9
(5) Accrued Expenses
Accrued expenses consist of the following:
1996 1997
Accrued vacation $ 1,314,885 $ 1,500,000
Accrued bonus 11,100,000 13,100,000
Other accruals 1,194,548 998,342
----------- -----------
$13,609,433 $15,598,342
=========== ===========
(6) Note Payable to a Bank
In connection with the purchase of real estate described in Note 4, in August
1997, the Company amended its loan agreement and entered into a new unsecured
note payable with a bank. The amount of the new note payable was $54,000,000,
of which $37,500,000 was outstanding at December 31, 1997. The note is
payable in monthly installments of $1,500,000 plus accrued interest. Interest
on the outstanding principal balance is payable at the bank's prime rate less
1% (7.5% at December 31, 1997). In connection with this note, the Company
must maintain certain levels of net income, as defined. At December 31, 1997,
the Company was in compliance with the required covenant.
(7) Qualified Profit Sharing Plan
The Company has no obligation for postemployment or postretirement benefits.
The Company maintains a qualified profit sharing plan that provides deferred
compensation to substantially all of its employees. Contributions to the plan
are at the discretion of the Board of Directors and may be in the form of
Company stock or cash. A summary of contributions made during the last three
years is as follows:
1995 1996 1997
Cash $1,800,000 $2,060,000 $2,320,000
Company common stock
30,000 shares at $20/share 600,000 - -
35,000 shares at $24/share - 840,000 -
40,000 shares at $27/share - - 1,080,000
---------- ---------- ----------
$2,400,000 $2,900,000 $3,400,000
========== ========== ==========
<PAGE> 10
(8) Income Taxes
The Company follows the provisions of SFAS No. 109, Accounting for Income
Taxes. The components of the net deferred tax liability recognized in the
accompanying balance sheets are as follows:
1996 1997
Depreciation $1,490,064 $ 670,500
Other reserves and expenses (676,254) (708,000)
Deferred revenue (519,725) (1,195,500)
Tax reserves 837,578 3,133,000
---------- ----------
Total net deferred tax liability $1,131,663 $1,900,000
========== ==========
The components of the provision for income taxes shown on the accompanying
statements of income consist of the following:
1995 1996 1997
State
Current $ 3,807,824 $ 6,508,839 $ 6,151,057
Deferred 27,186 (51,400) 192,084
----------- ----------- -----------
$ 3,835,010 $ 6,457,439 $ 6,343,141
=========== =========== ===========
Federal
Current $18,653,218 $22,844,284 $27,439,206
Deferred 91,710 309,250 576,253
----------- ----------- -----------
$18,744,928 $23,153,534 $28,015,459
=========== =========== ===========
The effective income tax rate varies from the amount computed using the
statutory U.S. income tax rate as follows:
1995 1996 1997
Statutory tax rate 35.0% 35.0% 35.0%
Increase in taxes resulting from state income
taxes, net of federal income tax benefit 4.2 5.7 4.9
Dividend income exclusion (1.7) (1.4) (1.4)
Other nondeductible expenses 0.3 0.7 2.1
---- ---- ----
37.8% 40.0% 40.6%
==== ==== ====
<PAGE> 11
(9) Export Sales
Export sales (primarily to Canada) accounted for approximately 11%, 13% and
10% of operating revenue during the years ended December 31, 1995, 1996 and
1997, respectively.
(10) Significant Customers
During the fiscal years ended December 31, 1995, 1996 and 1997, one customer
accounted for approximately 20%, 21% and 21% of operating revenue,
respectively.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 8,379
<SECURITIES> 66,349
<RECEIVABLES> 24,341
<ALLOWANCES> 270
<INVENTORY> 0
<CURRENT-ASSETS> 97,088
<PP&E> 200,123
<DEPRECIATION> 36,155
<TOTAL-ASSETS> 263,108
<CURRENT-LIABILITIES> 52,177
<BONDS> 19,500
0
0
<COMMON> 4,022
<OTHER-SE> 185,509
<TOTAL-LIABILITY-AND-EQUITY> 263,108
<SALES> 126,575
<TOTAL-REVENUES> 193,805
<CGS> 0
<TOTAL-COSTS> 115,519
<OTHER-EXPENSES> 3,485
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,394
<INCOME-PRETAX> 84,643
<INCOME-TAX> 34,359
<INCOME-CONTINUING> 50,284
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,284
<EPS-PRIMARY> 3.14
<EPS-DILUTED> 3.14
</TABLE>
