F INANCIAL S TATEMENTS AND S UPPLEMENTAL S CHEDULE

Transcription

1 F INANCIAL S TATEMENTS AND S UPPLEMENTAL S CHEDULE Medical Information Technology, Inc. Profit Sharing Plan Years Ended December 31, 2011 and 2012 With Report of Independent Auditors Ernst & Young LLP

2 Financial Statements and Supplemental Schedule Years Ended December 31, 2011 and 2012 Contents Report of Independent Auditors...1 Financial Statements Statements of Net Assets Available for Benefits...3 Statements of Changes in Net Assets Available for Benefits...4 Notes to Financial Statements...5 Supplemental Schedule Schedule H, Line 4i Schedule of Assets (Held at End of Year)...14

3 Ernst & Young LLP 200 Clarendon Street Boston, MA Tel: Fax: Report of Independent Auditors The Trustee and Participants Medical Information Technology, Inc. Profit Sharing Plan We have audited the accompanying financial statements of Medical Information Technology, Inc. Profit Sharing Plan, which comprise the statements of net assets available for benefits as of December 31, 2012 and 2011, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. A Member firm of Ernst & Young Global Limited 1

4 Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Medical Information Technology, Inc. Profit Sharing Plan, at December 31, 2012 and 2011, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles. Supplemental Schedule Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audits of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. July 30, 2013 A Member firm of Ernst & Young Global Limited 2

5 Statements of Net Assets Available for Benefits December Assets Noninterest-bearing cash $ 60,927 $ 254,379 Investments, at fair value (Note 3): Employer common stock 203,115, ,625,405 U.S. Treasury Notes 52,738,748 45,669,379 Common Stock 3,314,950 28,477,150 Interest-bearing cash 15,907, ,375 Total investments, at fair value 275,077, ,404,309 Notes receivable from participants 3,424,350 3,686,300 Interest receivable 256, ,198 Net assets available for benefits $ 278,819,314 $ 300,544,186 See accompanying notes. 3

6 Statements of Changes in Net Assets Available for Benefits Year Ended December Additions Employer contributions: Cash $ 5,840,000 $ 5,400,000 Employer common stock 5,160,000 6,750,000 11,000,000 12,150,000 Interest income on notes receivable from participants 212, ,295 Net appreciation in fair value of: Employer common stock 13,789,921 9,511,746 U.S. Treasury Notes 2,092,708 (522,385) Common stock 261, ,644 16,143,829 9,612,005 Interest income 1,496,425 1,333,481 Dividend income on employer common stock 12,305,122 13,636,008 Dividend income on common stock 10, ,450 Total additions 41,168,773 37,487,239 Deductions Benefits distributed to participants 10,859,021 15,762,367 Net increase 30,309,752 21,724,872 Net assets available for benefits at beginning of year 248,509, ,819,314 Net assets available for benefits at end of year $ 278,819,314 $ 300,544,186 See accompanying notes. 4

7 Notes to Financial Statements December 31, Description of the Plan The following description of the Medical Information Technology, Inc. Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Summary Plan Description and Plan Document for a more complete description of the Plan s provisions. The Plan is a defined contribution type of profit sharing plan covering all employees of Medical Information Technology, Inc. (the Company or Employer) who have at least one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. (a) Trust and Plan Administration The Medical Information Technology, Inc. Profit Sharing Trust (the Trust) is administered by A. Neil Pappalardo (the Trustee and Chairman of the Board). The Company, under the guidance of its chief financial officer, is the plan administrator. (b) Contributions and Funding The Plan is funded by Company contributions of either cash, Company common stock or both. The Company s Board of Directors, at its sole discretion, determines the amount, if any, to be contributed to the Plan each year. Employee contributions are not permitted. Employees are eligible for the Company s contributions after completing a year of service, and provided they are employed by the Company on the last day of such plan year. Contributions are allocated to the accounts of active participants based on a ratio of qualifying compensation to aggregate qualifying compensation, as defined. For this purpose, qualifying compensation is capped at $100,000. Additionally, no allocation is made to the account of any participant who owns 10% or more of the outstanding common stock of the Company. 5

8 Notes to Financial Statements (continued) 1. Description of the Plan (continued) (c) Vesting Participants accounts vest as follows: Credited Years of Service Vesting Percentage Less than 2 0% 2 but less than but less than but less than or more 100 Participants who retire at or after age 60, or who die or become disabled, become fully vested in their account balances. (d) Participant Accounts Each participant s account is credited with allocations of the Company s contributions, forfeitures, and plan earnings, with allocations of the Company s contributions and forfeitures based on participant s compensation, and with allocations of the Plan s net earnings based on account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant s vested account. If a terminated employee is rehired within five years of termination, any forfeiture will be restored to the rehired employee s account. For the years ended December 31, 2011 and 2012, the Company allocated 100% of forfeitures totaling $164,495 and $209,031, respectively, to participant accounts. (e) Withdrawals and Distributions Upon termination of employment, the vested portion of the account balance of the terminated employee is segregated as of the preceding January 1, and is credited with interest through the end of the month prior to distribution. Participants who have reached 20 years of service, or participants who have incurred a financial hardship, may make withdrawals in accordance with procedures established by the Trustee. Such distributions are credited with interest from the preceding January 1 through the end of the month prior to distribution. 6

9 Notes to Financial Statements (continued) 1. Description of the Plan (continued) (f) Participant Loans The Plan is permitted to make interest-bearing loans to participants up to the lesser of $50,000 or 50% of their vested account balance. Loans must be repaid within five years, unless used for the purchase of a primary residence, in which case the term may be extended. The loans are secured by the vested balance in the participant s account and bear a variable interest rate commensurate with local prevailing rates as determined periodically by the Trustee. Principal and interest are paid through payroll deductions. (g) Payment of Benefits On termination of service, a participant receives a lump-sum distribution of their vested account balance. (h) Plan Termination Although it is the intention of the Company to continue the Plan indefinitely, it has the right to discontinue its contributions at any time, and to terminate the Plan subject to the provisions of ERISA. In the event of a plan termination, participants become 100% vested in their accounts. The Trustee would value the Plan s assets as of the date of termination and distribute such assets in the form of cash, or part cash and part common stock of the Company, to participants in proportion to the amounts standing to the credit of their accounts. 2. Summary of Significant Accounting Policies (a) Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. (b) Payment of Benefits Benefits are recorded when paid. 7

10 Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) (c) Investment Valuation and Income Recognition Investments held by the Plan are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). See Note 3 for further discussion and disclosures related to fair value measurements. Investments of the Plan are non-participant directed. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends on investments in Company stock are recorded on the date declared, and amounted to $0.67 and $0.72 per share for each quarter of 2011 and 2012, respectively. (d) Notes Receivable from Participants Notes receivable from participants represent participant loans that are recorded at their unpaid principal balances, plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded as of December 31, 2011 or If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and benefit payment is recorded. (e) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Trustee to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 8

11 Notes to Financial Statements (continued) 2. Summary of Significant Accounting Policies (continued) (f) Administrative Expenses All expenses incurred in the administration of the Plan are paid by the Company. (g) New Accounting Pronouncements In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No , Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs, (ASU ). ASU amended Accounting Standards Codification (ASC) No. 820, Fair Value Measurement, to converge the fair value measurement guidance in US generally accepted accounting principles (GAAP) and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. In addition, ASU requires additional fair value disclosures, although certain of these new disclosures are not required for non-public entities as defined in ASC 820. The amendments are to be applied prospectively and are effective for annual periods beginning after December 15, Adoption of ASU did not have an effect on the Plan s net assets available for benefits or its change in net assets available for benefits. (h) Subsequent Events Management evaluated subsequent events for the Plan through July 30, 2013, the date the financial statements were available to be issued. 9

12 Notes to Financial Statements (continued) 3. Investments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Unadjusted quoted prices in active markets that are accessible to the reporting entity at the measurement date for identical assets and liabilities Level 2 Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following: quoted prices for similar assets and liabilities in active markets quoted prices for identical or similar assets or liabilities in markets that are not active observable inputs other than quoted prices that are used in the valuation of the assets or liabilities (e.g., interest rate and yield curve quotes at commonly quoted intervals) inputs that are derived principally from or corroborated by observable market data by correlation or other means Level 3 Unobservable inputs for the asset or liability (i.e., supported by little or no market activity). Level 3 inputs include management s own assumption about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). The level in the fair value hierarchy within which the fair value measurement is classified is determined based upon the lowest level input that is significant to the fair value measure in its entirety. The following is a description of the valuation techniques and inputs used for each major class of assets measured at fair value by the Plan. 10

13 Notes to Financial Statements (continued) 3. Investments (continued) The Plan has an annual valuation date of December 31, and all investments are stated at fair value. Investments in U.S. Treasury Notes are valued at the last reported sales price on the last business day of the plan year. Common stock traded on a national exchange is valued at the last reported sales price on the last business day of the Plan year. The value of the investment in the Company s common stock (73% and 74% of the net assets available for benefits at December 31, 2011 and 2012, respectively) has been determined by the Trustee. Because of the inherent uncertainty of valuation, the determined value may differ from the value that would have been used had a ready market for the security existed. Management s analysis of the common stock value relies upon the dividend discount model. A significant assumption in developing the estimated fair value through the use of such model is an expected dividend rate. The Company s Board of Directors determined, with consideration to the company s revenue growth, net income per share and private transactions, the expected 2013 dividend rate of $3.00 per share, or a 6.7% dividend yield on the December 31, 2012 fair value estimate. The valuation methodology was consistent with prior years. Investments at December 31, 2011 Level 1 Level 2 Level 3 Total Interest-bearing cash $ 15,907,679 $ $ $ 15,907,679 U.S. Treasury Notes 52,738,748 52,738,748 Employer common stock 203,115, ,115,961 Common Stock domestic 3,314,950 3,314,950 Total $ 71,961,377 $ $ 203,115,961 $ 275,077,338 Investments at December 31, 2012 Level 1 Level 2 Level 3 Total Interest-bearing cash $ 632,375 $ $ $ 632,375 U.S. Treasury Notes 45,669,379 45,669,379 Employer common stock 221,625, ,625,405 Common Stock domestic 28,477,150 28,477,150 Total $ 74,778,904 $ $ 221,625,405 $ 296,404,309 11

14 Notes to Financial Statements (continued) 3. Investments (continued) The table below set forth a summary of changes in the fair value of the Plan s Level 3 assets for the years ended December 31, 2011 and 2012: Employer Common Stock Balance at December 31, 2010 $ 183,375,680 Unrealized gains relating to instruments still held at the reporting date 13,789,921 Purchases/contributions 5,950,360 Balance at December 31, ,115,961 Unrealized gains relating to instruments still held at the reporting date 9,511,746 Purchases/contributions 8,997,698 Balance at December 31, 2012 $ 221,625,405 Investments that represent 5% or more of the fair value of the Plan s net assets available for benefits are as follows: December Employer common stock $ 203,115,961 $221,625,405 12

15 Notes to Financial Statements (continued) 4. Risks and Uncertainties The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, and that such changes could materially affect participants account balances and the amounts reported in the statements of net assets available for benefits. 5. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service (IRS), dated September 19, 2011, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan is qualified and the related trust is tax exempt. Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan and has concluded that, as of December 31, 2012, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The plan administrator believes it is no longer subject to income tax examinations for years prior to

16 Supplemental Schedule

17 Schedule H, Line 4i Schedule of Assets (Held at End of Year) EIN # Plan # 001 December 31, 2012 Identity of Issue, Borrower, Description of Investment, Including Maturity Date, Current or Similar Party Rate of Interest, Collateral, Par, or Maturity Value Cost Value Maturity Interest Face Date Rate % Amount U.S. Treasury Notes: 11/15/ % $ 2,200,000 $ 2,209,281 $ 2,277,343 11/15/ % 800, , ,125 12/31/ % 7,250,000 7,259,061 7,342,894 11/30/ % 8,100,000 8,089,875 8,387,299 07/31/ % 3,100,000 3,073,359 3,405,883 10/31/ % 3,000,000 3,029,063 3,295,782 11/15/ % 3,000,000 3,007,031 3,510,468 05/15/ % 10,000,000 9,971,875 11,609,380 11/15/ % 1,500,000 1,501,406 1,745,391 02/15/ % 2,800,000 2,802,625 3,266,814 Total U.S. Treasury Notes $ 41,750,000 $ 41,712,326 $ 45,669,379 14

18 Schedule H, Line 4i Schedule of Assets (Held at End of Year) (continued) EIN # Plan # 001 December 31, 2012 Identity of Issue, Borrower, Description of Investment, Including Maturity Date, Current or Similar Party Rate of Interest, Collateral, Par, or Maturity Value Cost Value Common Stock: Chevron Corporation 20,000 shares of common stock $ 1,941,000 $ 2,162,800 General Electric Company 135,000 shares of common stock 2,426,350 2,833,650 Intel Corporation 220,000 shares of common stock 4,926,000 4,536,400 Johnson & Johnson 95,000 shares of common stock 6,196,600 6,659,500 McDonald s Corporation 70,000 shares of common stock 6,055,356 6,174,700 Proctor & Gamble 90,000 shares of common stock 6,048,000 6,110,100 Total Common Stock 27,593,306 28,477,150 *Medical Information Technology, Inc. 4,925,009 shares of common stock $1.00 par value right of first refusal restrictions 64,440, ,625,405 Bank of America Interest-bearing savings account (.15%) 632, ,375 Notes receivable from participants Maturity date range 1/31/13-11/30/17 interest rate: 6% 1/1/ /31/2012 collateral: 50% of vested account balance 3,686,300 $ 134,378,398 $ 300,090,609 * Party in interest to the Plan. 15

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