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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the quarterly period ended March 31, 2005.

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the transition period from              to             .

 

Commission file number: 000-49796

 


 

COMPUTER PROGRAMS AND SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   74-3032373

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

6600 Wall Street, Mobile, Alabama   36695
(Address of Principal Executive Offices)   (Zip Code)

 

(251) 639-8100

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 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 is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

As of April 29, 2005, there were 10,489,849 shares of the issuer’s common stock outstanding.

 



Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

Form 10-Q

(For the period ended March 31, 2005)

 

INDEX

 

PART I.            FINANCIAL INFORMATION   1
Item 1.   Financial Statements   1
    Condensed Balance Sheets (unaudited) – March 31, 2005 and December 31, 2004   1
    Condensed Statements of Income (unaudited) – Three months ended March 31, 2005 and 2004   2
    Condensed Statement of Stockholders’ Equity (unaudited) – Three months ended March 31, 2005   3
    Condensed Statements of Cash Flows (unaudited) –Three months Ended March 31, 2005 and 2004   4
    Notes to Condensed Financial Statements (unaudited)   5
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   12
Item 3.   Quantitative and Qualitative Disclosures about Market Risk   15
Item 4.   Controls and Procedures   15
PART II.            OTHER INFORMATION   15
Item 1.   Legal Proceedings   15
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   15
Item 3.   Defaults upon Senior Securities   15
Item 4.   Submission of Matters to a Vote of Security Holders   15
Item 5.   Other Information   16
Item 6.   Exhibits   16

 


Table of Contents

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED BALANCE SHEETS (Unaudited)

 

    

March 31,

2005


   

December 31,

2004


 

Assets

                

Current assets:

                

Cash and cash equivalents

   $ 11,097,813     $ 13,785,377  

Investments

     6,102,728       —    

Accounts receivable, net of allowance for doubtful accounts of $1,377,000 and $1,636,000, respectively

     11,779,451       11,764,465  

Financing receivables, current portion

     1,237,611       974,160  

Inventories

     1,603,938       1,475,166  

Deferred tax assets

     1,377,274       1,397,016  

Prepaid income taxes

     —         171,574  

Prepaid expenses

     226,645       437,716  
    


 


Total current assets

     33,425,460       30,005,474  

Property and equipment

                

Land

     936,026       936,026  

Maintenance equipment

     3,473,238       3,298,140  

Computer equipment

     5,249,190       4,854,331  

Office furniture and equipment

     1,608,753       1,481,314  

Automobiles

     89,934       89,934  
    


 


       11,357,141       10,659,745  

Less accumulated depreciation

     (5,632,207 )     (5,204,730 )
    


 


Net property and equipment

     5,724,934       5,455,015  

Financing receivables

     557,751       617,657  
    


 


Total assets

   $ 39,708,145     $ 36,078,146  
    


 


Liabilities and Stockholders’ Equity

                

Current liabilities:

                

Accounts payable

   $ 1,588,837     $ 969,454  

Deferred revenue

     3,060,840       2,602,235  

Accrued vacation

     1,754,629       1,630,382  

Other accrued liabilities

     2,484,060       2,323,433  

Income taxes payable

     1,380,519       —    
    


 


Total current liabilities

     10,268,885       7,525,504  

Deferred tax liabilities

     694,288       718,753  

Stockholders’ equity:

                

Common stock, par value $0.001 per share; 30,000,000 shares authorized; 10,489,849 shares issued and outstanding

     10,490       10,490  

Additional paid-in capital

     17,292,079       17,292,079  

Deferred compensation

     (110,585 )     (123,345 )

Accumulated other comprehensive loss

     (27,752 )     —    

Retained earnings

     11,580,740       10,654,665  
    


 


Total stockholders’ equity

     28,744,972       27,833,889  
    


 


Total liabilities and stockholders’ equity

   $ 39,708,145     $ 36,078,146  
    


 


 

See accompanying notes.

 

1


Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENTS OF INCOME (Unaudited)

 

     Three months ended March 31,

     2005

   2004

Sales revenues:

             

System sales

   $ 12,642,831    $ 7,103,937

Support and maintenance

     10,192,293      9,254,338

Outsourcing

     3,561,455      1,853,935
    

  

Total sales revenues

     26,396,579      18,212,210

Costs of sales:

             

System sales

     7,955,288      6,433,277

Support and maintenance

     4,564,421      4,144,403

Outsourcing

     1,961,405      1,138,792
    

  

Total costs of sales

     14,481,114      11,716,472
    

  

Gross profit

     11,915,465      6,495,738

Operating expenses:

             

Sales and marketing

     1,834,650      1,284,335

General and administrative

     4,868,249      4,072,526
    

  

Total operating expenses

     6,702,899      5,356,861
    

  

Operating income

     5,212,566      1,138,877

Other income (expense):

             

Interest income

     109,816      62,068

Miscellaneous income

     64,873      9,282
    

  

Total other income

     174,689      71,350
    

  

Income before taxes

     5,387,255      1,210,227

Income taxes

     2,153,413      455,312
    

  

Net income

   $ 3,233,842    $ 754,915
    

  

Net income per share - basic

   $ 0.31    $ 0.07
    

  

Net income per share - diluted

   $ 0.31    $ 0.07
    

  

Weighted average shares outstanding

             

Basic

     10,489,849      10,489,849

Diluted

     10,574,145      10,527,101

Dividends declared per share

   $ 0.22    $ 0.12
    

  

 

See accompanying notes.

 

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COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

 

     Common
Shares


   Common
Stock


   Additional
Paid-in
Capital


   Deferred
Compensation


    Accumulated
Other
Comprehensive
Loss


    Retained
Earnings


    Total
Stockholder’s
Equity


 

Balance at December 31, 2004

   10,489,849    $ 10,490    $ 17,292,079    $ (123,345 )   $ —       $ 10,654,665     $ 27,833,889  

Net Income

                                        3,233,842       3,233,842  

Dividends

                                        (2,307,767 )     (2,307,767 )

Unrealized gain/loss on assets held for sale, net of tax of $17,743

                                (27,752 )             (27,752 )

Amortization of deferred compensation

                        12,760                       12,760  
    
  

  

  


 


 


 


Balance at March 31, 2005

   10,489,849    $ 10,490    $ 17,292,079    $ (110,585 )   $ (27,752 )   $ 11,580,740     $ 28,744,972  
    
  

  

  


 


 


 


 

See accompanying notes.

 

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COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

 

     Three months ended March 31

 
     2005

    2004

 

Operating Activities

                

Net income

   $ 3,233,842     $ 754,915  

Adjustments to net income:

                

Provision for bad debt

     (259,202 )     143,500  

Deferred taxes

     13,020       (20,661 )

Deferred compensation

     12,760       12,761  

Depreciation

     427,477       404,333  

Changes in operating assets and liabilities:

                

Accounts receivable

     244,216       2,105,263  

Financing receivables

     (203,545 )     (477,016 )

Inventories

     (128,772 )     10,848  

Prepaid expenses

     211,071       195,486  

Accounts payable

     619,383       332,921  

Deferred revenue

     458,605       (195,405 )

Other liabilities

     284,874       (353,036 )

Income taxes payable

     1,552,093       433,805  
    


 


Net cash provided by operating activities

     6,465,822       3,347,714  

Investing Activities

                

Purchases of property and equipment

     (697,396 )     (380,599 )

Purchases of investments

     (6,148,223 )     —    
    


 


Net cash used in investing activities

     (6,845,619 )     (380,599 )

Financing Activities

                

Dividends paid

     (2,307,767 )     (1,258,783 )
    


 


Net cash used in financing activities

     (2,307,767 )     (1,258,783 )
    


 


Increase in cash and cash equivalents

     (2,687,564 )     1,708,332  

Cash and cash equivalents at beginning of period

     13,785,377       9,472,743  
    


 


Cash and cash equivalents at end of period

   $ 11,097,813     $ 11,181,075  
    


 


Cash paid for income taxes

   $ 588,300     $ —    

 

See accompanying notes.

 

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Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

1. BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are considered of a normal recurring nature. Quarterly results of operations are not necessarily indicative of annual results.

 

Certain financial information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2004 and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2004.

 

2. REVENUE RECOGNITION

 

The Company’s revenue is generated from three sources:

 

    the sale of information systems, which includes software, conversion and installation services, hardware, peripherals, forms and supplies.

 

    the provision of system support services, which includes software application support, hardware maintenance, continuing education, application service provider (“ASP”) products, and internet service provider (“ISP”) products.

 

    the provision of outsourcing services, which includes electronic billing, statement processing, and business office outsourcing.

 

Depending upon the terms of the contract, revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101 (“SAB 101”), Revenue Recognition in Financial Statements, as amended by SAB 104, Revenue Recognition, the American Institute of Certified Public Accountants Statement of Position (“SOP”) 97-2, Software Revenue Recognition, and SOP 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, which states that revenue should be recognized when persuasive evidence of an agreement exists, the product or service has been delivered, fees and prices are fixed and determinable, collectibility is probable, and when all other significant obligations have been fulfilled.

 

For contracts involving multiple deliverables, where the deliverables are governed by more than one authoritative accounting standard, the Company generally applies the FASB Emerging Issues Task Force (“EITF”) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables (“EITF 00-21”), and evaluates each deliverable to determine whether it represents a separate unit of accounting based on the following criteria: (a) whether the delivered item has value to the customer on a standalone basis, and (b) where there is vendor specific objective evidence (“VSOE”) of the fair value of the undelivered item(s). If VSOE of fair value exists for all units of accounting in the contract, which is based on prices charged when the element is sold separately, revenue is allocated to each unit of accounting or element based on relative fair values. Revenue related to post-contract support, including technical support and unspecified when-and-if available software upgrades (“PCS”), is recognized ratably over the PCS term.

 

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Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

In situations where there is VSOE of fair value for all undelivered elements, but not for the delivered elements, the residual method is used to allocate the contract consideration. Under the residual method, the amount of revenue allocated to delivered elements equals the total arrangement consideration less the aggregate fair value of any undelivered elements. Each unit of accounting is then accounted for under the applicable revenue recognition guidance.

 

Revenue for hardware is recognized under SAB 104. Under SAB 104, revenue is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectibility is reasonably assured. For hardware, delivery is considered to have occurred upon shipment provided that risk of loss has been transferred to the customer.

 

Revenue for ISP, ASP, and outsourcing services are recognized in the period in which the services are performed.

 

3. DETAILS OF BALANCE SHEET AMOUNTS

 

Other accrued liabilities are comprised of the following:

 

    

March 31,

2005


  

December 31,

2004


Salaries and benefits

   $ 1,874,515    $ 1,613,420

Commissions

     290,000      436,307

Self-insurance reserves

     300,000      244,500

Other

     19,545      29,206
    

  

     $ 2,484,060    $ 2,323,433
    

  

 

4. INVESTMENTS

 

The Company accounts for investments in accordance with Statement of Financial Accounting Standards (SFAS) No. 115, Accounting for Certain Investments in Debt and Equity Securities. Accordingly, investments are classified as available-for-sale securities and are reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholder’s equity. The Company’s management determines the appropriate classifications of investments in fixed maturity securities at the time of acquisition and re-evaluates the classifications at each balance sheet date. The Company’s investments in fixed maturity securities are classified as available-for-sale.

 

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Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

Investments are comprised of the following:

 

    

Amortized

Cost


  

Unrealized

Gains


  

Unrealized

Losses


  

Fair

Value


Short term investments

   $ 106,540    $ —      $ —      $ 106,540

Obligations of U.S. Treasury, U.S. government corporation and agencies

     3,095,874      563      15,393      3,081,044

Corporate bonds

     2,945,809      —        30,665      2,915,144
    

  

  

  

     $ 6,148,223    $ 563    $ 46,058    $ 6,102,728
    

  

  

  

 

Shown below are the amortized cost and estimated fair value of securities with fixed maturities at March 31, 2005, by contract maturity date. Actual maturities may differ from contractual maturities because issuers of certain securities retain early call or prepayment rights.

 

    

Amortized

Cost


  

Fair

Value


Due in 2005

   $ 1,594,385    $ 1,594,072

Due in 2006

     2,743,044      2,715,215

Due in 2007

     703,663      697,560

Due in 2008

     1,000,591      989,341
    

  

     $ 6,041,683    $ 5,996,188
    

  

 

5. NET INCOME PER SHARE

 

The Company presents both basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period presented. Diluted EPS amounts are based upon the weighted average number of common and common equivalent shares outstanding during the period presented. The difference between basic and diluted EPS is solely attributable to stock options. The Company uses the treasury stock method to calculate the impact of outstanding stock options. For the three month periods ended March 31, 2005 and 2004, these dilutive shares were 84,296 and 37,252 respectively.

 

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Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

6. INCOME TAXES

 

The Company accounts for income taxes using the liability method in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Deferred income taxes arise from the temporary differences in the recognition of income and expenses for tax purposes. Deferred tax assets and liabilities are comprised of the following:

 

     2005

   2004

Deferred tax assets:

             

Accounts receivable

   $ 536,955    $ 638,044

Accrued liabilities

     822,576      758,972

Accrued liabilities

     17,743      —  
    

  

Total deferred tax assets

   $ 1,377,274    $ 1,397,016
    

  

Deferred tax liabilities:

             

Deferred compensation

   $ 43,128    $ 48,104

Depreciation

     651,160      670,649
    

  

Total deferred tax liabilities

   $ 694,288    $ 718,753
    

  

 

Significant components of the Company’s income tax provision for the three months ended March 31 are as follows:

 

     2005

   2004

 

Current provision:

               

Federal

   $ 1,773,833    $ 411,811  

State

     366,560      64,162  

Deferred provision:

               

Federal

     11,685      (18,486 )

State

     1,335      (2,175 )
    

  


Total income tax provision

   $ 2,153,413    $ 455,312  
    

  


 

8


Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

The difference between income taxes at the U. S. federal statutory income tax rate of 35% and those reported in the condensed statements of income for the three months ended March 31 are as follows:

 

     2005

   2004

Income taxes at U. S. Federal statutory rate

   $ 1,885,539    $ 411,477

State income tax, net of federal tax effect

     238,264      40,911

Other

     29,610      2,924
    

  

Total income tax provision

   $ 2,153,413    $ 455,312
    

  

 

7. STOCK BASED COMPENSATION

 

The Company measures compensation expense related to stock based compensation using the intrinsic value method. Accordingly, no stock-based employee compensation expense is reflected in net income if the exercise price of the Company’s employee stock options equals or exceeds the market price of the underlying stock on the date of grant. Had the Company accounted for its stock-based compensation plan based on the fair value of awards at grant date consistent with the methodology of Statement of Financial Accounting Standards No. 123, Accounting for Stock-based Compensation (“SFAS 123”), the Company’s reported net income and income per share for the three months ended March 31, 2005 and 2004 would have been impacted as indicated below:

 

     Three months ended March 31

 
     2005

    2004

 

Net income as reported

   $ 3,233,842     $ 754,915  

Add: Stock-based compensation expense, net of tax, included in reported net income

     7,784       7,975  

Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of tax

     (64,136 )     (117,880 )
    


 


Pro forma net income

   $ 3,177,490     $ 645,010  
    


 


Basic and diluted income per share as reported

   $ 0.31     $ 0.07  
    


 


Pro forma basic and diluted income per share

   $ 0.30     $ 0.06  
    


 


 

Under the 2002 Stock Option Plan, the Company has authorized the issuance of equity-based awards for up to 1,165,333 shares of common stock to provide additional incentive to employees and officers. Pursuant to the plan, the Company can grant either incentive or non-qualified stock options. Options to purchase common stock under the 2002 Stock Option Plan have been granted to Company employees with an exercise price equal to the fair market value of the underlying shares on the date of grant.

 

Stock options granted under the 2002 Stock Option Plan to executive officers of the Company become vested as to all of the shares covered by such grant on the fifth anniversary of the grant date and expire on the seventh anniversary of the grant date. Stock options granted under the 2002 Stock Option Plan to employees other than executive officers become vested as to 50% of the shares covered by the option grant on the third anniversary of the grant date and as to 100% of such shares on the fifth anniversary of the grant date, and such options expire on the seventh anniversary of the grant date.

 

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COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

Under the methodology of SFAS 123, the fair value of the Company’s stock options was estimated at the date of grant using the Black-Scholes option pricing model. The multiple option approach was used, with assumptions for expected option life of 5 years and 44% expected volatility for the market price of the Company’s stock in 2002. An estimated dividend yield of 3% was used. The risk-free rate of return was determined to be 2.79% in 2002.

 

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because subjectivity of assumptions can materially affect estimates of fair value, the Company believes the Black-Scholes model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

 

The weighted average grant date fair value of options granted to employees under the 2002 Stock Option Plan during 2002 was $5.30. There were no options granted under the plan during the three months ended March 31, 2005.

 

A summary of stock option activity under the plan during the three month periods ended March 31, 2005 and 2004 is as follows:

 

     March 31, 2005

   March 31, 2004

     Shares

   

Exercise

Price


   Shares

   

Exercise

Price


Outstanding at beginning of period

   399,948     $ 16.50    424,759     $ 16.50

Granted

   —         —      —         —  

Exercised

   —         —      —         —  

Forfeited

   (5,832 )     16.50    (6,778 )     16.50
    

 

  

 

Outstanding at end of period

   394,116     $ 16.50    417,981     $ 16.50
    

 

  

 

Exercisable at end of period

   —       $ —      312     $ 16.50
    

 

  

 

Shares available for future grants under the plan at end of period

           769,368            745,503
          

        

Weighted-average remaining contractual life

           4.25            5.25
          

        

 

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COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

8. COMPREHENSIVE INCOME

 

Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income, requires the disclosure of certain revenue, expenses, gains and losses that are excluded from net income in accordance with accounting principles generally accepted in the United States of America. Total comprehensive income for the three months ended March 31, 2005 and 2004 are as follows:

 

     Three months ended March 31

     2005

    2004

Net income as reported

   $ 3,233,842     $ 754,915

Other comprehensive income:

              

Unrealized loss on investments, net of taxes

     (27,752 )     —  
    


 

Total comprehensive income

   $ 3,206,090     $ 754,915
    


 

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed financial statements and related notes appearing elsewhere herein.

 

This discussion and analysis contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified generally by the use of forward-looking terminology and words such as “expects,” “anticipates,” “estimates,” “believes,” “predicts,” “intends,” “plans,” “potential,” “may,” “continue,” “should,” “will” and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this report relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and future financial results are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. Such factors may include:

 

    overall business and economic conditions affecting the healthcare industry;

 

    saturation of our target market and hospital consolidations;

 

    changes in customer purchasing priorities and demand for information technology systems;

 

    competition with companies that have greater financial, technical and marketing resources than we have;

 

    failure to develop new technology and products in response to market demands;

 

    fluctuations in quarterly financial performance due to, among other factors, timing of customer installations;

 

    failure of our products to function properly resulting in claims for medical losses;

 

    government regulation of our products and customers, including changes in healthcare policy affecting Medicare reimbursement rates; and

 

    interruptions in our power supply and/or telecommunications capabilities.

 

Additional information concerning these and other factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission.

 

Overview

 

We are a healthcare information technology company that designs, develops, markets, installs and supports computerized information technology systems to meet the unique demands of small and midsize hospitals. Our target market includes acute care community hospitals with 300 or fewer beds and small specialty hospitals. We are a single-source vendor providing comprehensive software and hardware products, complemented by data conversion, complete installation and extensive support. Our fully integrated, enterprise-wide system automates the management of clinical and financial data across the primary functional areas of a hospital. In addition, we provide services that enable our customers to outsource certain data-related business processes which we can perform more efficiently. We believe our products and services enhance hospital performance in the critical areas of clinical care, revenue cycle management, cost control and regulatory compliance. From our initial hospital installation in 1981, we have grown to serve more than 540 hospital customers across 45 states and the District of Columbia. In the three months ended March 31, 2005, we generated revenues of $26.4 million from the sale of our products and services.

 

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Results of Operations

 

Three Months Ended March 31, 2005 Compared with Three Months Ended March 31, 2004

 

Revenues. Total revenues increased by 44.9%, or $8.2 million, to $26.4 million for the three months ended March 31, 2005, from $18.2 million for the three months ended March 31, 2004.

 

System sales revenues increased by 78.0%, or $5.5 million, to $12.6 million for the three months ended March 31, 2005, from $7.1 million for the three months ended March 31, 2004. This increase was primarily due to an increase in the number of new system installations. The average installation size also increased. This increase also reflects two ASP implementations during the first quarter of 2004, in which revenues are recognized over the life of the contract.

 

Support and maintenance revenues increased by 10.1%, or $0.9 million, to $10.2 million for the three months ended March 31, 2005, from $9.3 million for the three months ended March 31, 2004. This increase was attributable to an increase in recurring revenues as a result of a larger customer base and also an increase in the volume of ASP services.

 

Outsourcing revenues increased by 92.1%, or $1.7 million, to $3.6 million for the three months ended March 31, 2005, from $1.9 million for the three months ended March 31, 2004. We experienced an increase in outsourcing revenues as a result of continued growth in customer demand for electronic billing and business office outsourcing services. We were providing business office outsourcing services to fifteen customers at March 31, 2005, compared to four customers at March 31, 2004.

 

Costs of Sales. Total costs of sales increased by 23.6%, or $2.8 million, to $14.5 million for the three months ended March 31, 2005, from $11.7 million for the three months ended March 31, 2004. As a percentage of total revenues, costs of sales decreased to 54.9% for the three months ended March 31, 2005 from 64.3% for the three months ended March 31, 2004. The size of our average new installation contract increased. We also experienced an increase in the number of new system installations which produced a higher profit margin.

 

Cost of system sales increased by 23.7%, or $1.6 million, to $8.0 million for the three months ended March 31, 2005, from $6.4 million for the three months ended March 31, 2004. Cost of equipment increased $0.7 million as a result of an increase in equipment sales. Payroll related expenses increased $0.3 million as a result of annual salary increases and an increase in the number of employees. The gross margin on system sales increased to 37.1% for the three months ended March 31, 2005, from 9.4% for the three months ended March 31, 2004.

 

Cost of support and maintenance increased by 10.1%, or $0.5 million, to $4.6 million for the three months ended March 31, 2005, from $4.1 million for the three months ended March 31, 2004. This increase was caused primarily by an increase of $0.3 million in payroll related expenses as a result of annual salary increases and an increase in the number of employees. General departmental expenses increased $0.2 million as a result of our increasing customer base. The gross margin on support and maintenance revenues was 55.2% for the three months ended March 31, 2005, the same as for the three months ended March 31, 2004.

 

Our costs associated with outsourcing services increased by 72.2%, or $0.9 million, to $2.0 million for the three months ended March 31, 2005, from $1.1 million for the three months ended March 31, 2004. This increase was caused primarily by an increase of $0.6 million in payroll related expenses as a result of an increase in the number of employees needed to support our growing business office outsourcing operations and electronic billing operations. Postage cost increased $0.2 million resulting from an increase in transaction volumes of our statement outsourcing services.

 

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Sales and Marketing Expenses. Sales and marketing expenses increased by 42.8%, or $0.5 million, to $1.8 million for the three months ended March 31, 2005, from $1.3 million for the three months ended March 31, 2004. The increase was attributable to increased commission expense of $0.5 million which resulted from an increase in system sales revenue.

 

General and Administrative Expenses. General and administrative expenses increased 19.5%, or $0.8 million, to $4.9 million for the three months ended March 31, 2005, from $4.1 million for the three months ended March 31, 2004. The increase in expense was related to increased legal and accounting fees of $0.2 million which resulted from increased audit related fees. Additional expense increases were related to bad debts which increased $0.4 million, payroll related expenses which increased $0.1 million and shipping costs which increased $0.1 million.

 

As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 25.4% for the three months ended March 31, 2005, from 29.4% for three months ended March 31, 2004.

 

Net Income. Net income for the three months ended March 31, 2005 increased by 328.4%, or $2.4 million, to $3.2 million, or $0.31 per diluted share, as compared with net income of $0.8 million, or $0.07 per diluted share, for the three months ended March 31, 2004. Net income represents 12.3% of revenue for the three months ended March 31, 2005, as compared to 4.1% of revenue for the three months ended March 31, 2004. This increase in net income is attributable to an increase in the number of new system installations and also an increase in the average installation size, as described above.

 

Liquidity and Capital Resources

 

At March 31, 2005, we had cash and cash equivalents of $11.1 million, compared with $11.2 million at March 31, 2004. Net cash provided by operating activities for the three months ended March 31, 2005 was $6.5 million, compared to $3.3 million for the three months ended March 31, 2004. The increase was primarily due to increases in net income, accounts payable, income taxes payable and deferred revenue.

 

Net cash used in investing activities totaled $6.8 million for the three months ended March 31, 2005, compared to $0.4 million for the three months ended March 31, 2004. We used cash primarily for the purchase of $6.1 million in investments which are included on the balance sheet as assets available for sale. We also invested $0.7 million in fixed assets.

 

Net cash used in financing activities totaled $2.3 million for the three months ended March 31, 2005, compared to $1.3 million for the three months ended March 31, 2004, as a result of dividends that we declared and paid during the quarter.

 

We currently do not have a bank line of credit or other credit facility in place. Our future capital requirements will depend upon a number of factors, including the rate of growth of our sales, cash collections from our customers and our future investments in fixed assets. We believe that our available cash and cash equivalents and anticipated cash generated from operations will be sufficient to meet our operating requirements for the next 12 months.

 

Off Balance Sheet Arrangements

 

We are not currently a party to any material “off-balance sheet arrangement” as defined in Item 303 of Regulation S-K.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We currently do not use derivative financial instruments. Cash and cash equivalents consist of highly liquid financial instruments, primarily cash, money market funds and short term U.S. Government obligations, purchased with an original maturity of three months or less. Interest income on our income statement is included in “Other Income.”

 

As of March 31, 2005, the Company had no borrowings and is, therefore, not subject to interest rate risks related to debt instruments.

 

Item 4. Controls and Procedures

 

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be included in our periodic SEC filings. There have not been any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II

OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we are involved in routine litigation that arises in the ordinary course of business. We currently are involved in a litigated dispute relating to the installation of a hospital information system that, if resolved unfavorably, could have a negative impact on our results of operations at some point in the future. However, management believes that this dispute will not have a material adverse effect on our business or financial condition. We are not currently involved in any other litigation that we believe could reasonably be expected to have a material adverse effect on our business, financial condition, or results of operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

  (a) None.

 

  (b) None.

 

  (c) None.

 

Item 3. Defaults Upon Senior Securities.

 

Not applicable.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

None.

 

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Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

  (a) Exhibits.

 

3.1    Certificate of Incorporation (filed as Exhibit 3.4 to CPSI’s Registration Statement on Form S-1 (Registration No. 333-84726) and incorporated herein by reference)
3.2    Bylaws (filed as Exhibit 3.6 to CPSI’s Registration Statement on Form S-1 (Registration No. 333-84726) and incorporated herein by reference)
31.1    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

SIGNATURE

 

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.

 

    COMPUTER PROGRAMS AND SYSTEMS, INC.

Date: May 3, 2005

 

By:

 

/s/ David A. Dye


       

David A. Dye

       

President and Chief Executive Officer

Date: May 3, 2005

 

By:

 

/s/ M. Stephen Walker


       

M. Stephen Walker

       

Vice President - Finance and Chief Financial Officer

 

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Exhibit Index

 

No.

  

Exhibit


3.1    Certificate of Incorporation (filed as Exhibit 3.4 to CPSI’s Registration Statement on Form S-1 (Registration No. 333-84726) and incorporated herein by reference)
3.2    Bylaws (filed as Exhibit 3.6 to CPSI’s Registration Statement on Form S-1 (Registration No. 333-84726) and incorporated herein by reference)
31.1    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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