UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2005.
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)
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
(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 July 22, 2005, there were 10,599,707 shares of the issuer’s common stock outstanding.
Form 10-Q
(For the period ended June 30, 2005)
INDEX
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED BALANCE SHEETS
June 30,
2005
Assets
Current assets:
Cash and cash equivalents
Investments
Accounts receivable, net of allowance for doubtful accounts of $1,551,000 and $1,636,000, respectively
Financing receivables, current portion
Inventories
Deferred tax assets
Prepaid income taxes
Prepaid expenses
Total current assets
Property and equipment
Land
Maintenance equipment
Computer equipment
Office furniture and equipment
Automobiles
Less accumulated depreciation
Net property and equipment
Financing receivables
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Deferred revenue
Accrued vacation
Other accrued liabilities
Total current liabilities
Deferred tax liabilities
Stockholders’ equity:
Common stock, par value $0.001 per share; 30,000,000 shares authorized; 10,598,991 and 10,489,849 shares issued and outstanding
Additional paid-in capital
Deferred compensation
Accumulated other comprehensive loss
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes.
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CONDENSED STATEMENTS OF INCOME (Unaudited)
Sales revenues:
System sales
Support and maintenance
Outsourcing
Total sales revenues
Costs of sales:
Total costs of sales
Gross profit
Operating expenses:
Sales and marketing
General and administrative
Total operating expenses
Operating income
Other income (expense):
Interest income
Miscellaneous income
Total other income
Income before taxes
Income taxes
Net income
Net income per share - basic
Net income per share - diluted
Weighted average shares outstanding
Basic
Diluted
Dividends declared per share
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CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
Balance at December 31, 2004
Net Income
Dividends
Unrealized loss on investments held for sale, net of tax of $16,893
Amortization of deferred compensation
Issuance of common stock
Income tax benefit from stock option exercises
Balance at June 30, 2005
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CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Operating Activities
Adjustments to net income:
Provision for bad debt
Deferred taxes
Income tax benefit from stock option exercise
Depreciation
Changes in operating assets and liabilities:
Accounts receivable
Other liabilities
Income taxes payable
Net cash provided by operating activities
Investing Activities
Purchases of property and equipment
Purchases of investments
Net cash used in investing activities
Financing Activities
Proceeds from exercise of stock options, net
Dividends paid
Net cash used in financing activities
(Decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash paid for income taxes
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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:
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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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 ON BALANCE SHEET AMOUNTS
Other accrued liabilities are comprised of the following:
December 31,
2004
Salaries and benefits
Commissions
Self-insurance reserves
Other
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 shareholders’ 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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Investments are comprised of the following:
Unrealized
Gains
Losses
Fair
Value
Short term investments
Obligations of U.S. Treasury, U.S. government corporation and agencies
Corporate bonds
Shown below are the amortized cost and estimated fair value of securities with fixed maturities at June 30, 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
Due in 2005
Due in 2006
Due in 2007
Due in 2008
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 and six month periods ended June 30, 2005, these dilutive shares were 85,433 and 84,867 respectively. For the three and six month periods ended June 30, 2004, these dilutive shares were 42,044 and 39,648 respectively.
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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:
Deferred tax assets:
Accrued liabilities
Unrealized loss on investments
Total deferred tax assets
Deferred tax liabilities:
Total deferred tax liabilities
Significant components of the Company’s income tax provision for the six months ended June 30 are as follows:
Current provision:
Federal
State
Deferred provision:
Total income tax provision
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 six months ended June 30 are as follows:
Income taxes at U. S. Federal statutory rate
State income tax, net of federal tax effect
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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 six months ended June 30, 2005 and 2004 would have been impacted as indicated below:
Net income as reported
Add: Stock-based compensation expense, net of tax, included in reported net income
Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of tax
Pro forma net income
Basic and diluted income per share as reported
Pro forma basic and diluted income per share
Under the 2002 Stock Option Plan, the Company has authorized the issuance of equity-based awards for up to 865,333 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.
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.
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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 six months ended June 30, 2005.
A summary of stock option activity under the plan during the six month periods ended June 30, 2005 and 2004 is as follows:
Exercise
Price
Outstanding at beginning of period
Granted
Exercised
Forfeited
Outstanding at end of period
Exercisable at end of period
Shares available for future grants under the plan at end of period
Weighted-average grant date fair value
Weighted-average remaining contractual life
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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 six months ended June 30, 2005 and 2004 are as follows:
Other comprehensive income:
Unrealized loss on investments, net of taxes
Total comprehensive income
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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:
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 560 hospital customers across 45 states and the District of Columbia. In the three months ended June 30, 2005, we generated revenues of $27.0 million from the sale of our products and services.
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Results of Operations
Three Months Ended June 30, 2005 Compared with Three Months Ended June 30, 2004
Revenues. Total revenues increased by 41.8%, or $8.0 million, to $27.0 million for the three months ended June 30, 2005, from $19.0 million for the three months ended June 30, 2004.
System sales revenues increased by 64.7%, or $5.0 million, to $12.7 million for the three months ended June 30, 2005, from $7.7 million for the three months ended June 30, 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 one ASP implementation during the second quarter of 2004, in which revenues are recognized over the life of the contract.
Support and maintenance revenues increased by 12.9%, or $1.2 million, to $10.5 million for the three months ended June 30, 2005, from $9.3 million for the three months ended June 30, 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 88.3%, or $1.8 million, to $3.8 million for the three months ended June 30, 2005, from $2.0 million for the three months ended June 30, 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 18 customers at June 30, 2005, compared to 6 customers at June 30, 2004.
Costs of Sales. Total costs of sales increased by 33.1%, or $3.8 million, to $15.3 million for the three months ended June 30, 2005, from $11.5 million for the three months ended June 30, 2004. As a percentage of total revenues, costs of sales decreased to 56.6% for the three months ended June 30, 2005 from 60.3% for the three months ended June 30, 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 37.8%, or $2.3 million, to $8.4 million for the three months ended June 30, 2005, from $6.1 million for the three months ended June 30, 2004. Cost of equipment increased $1.3 million as a result of an increase in equipment sales. Travel related expenses increased $0.6 million as a result of the increase in the number of system installations. Payroll related expenses increased $0.4 million as a result of annual salary increases and an increase in the number of employees. The gross margin on system sales increased to 33.1% for the three months ended June 30, 2005, from 20.0% for the three months ended June 30, 2004.
Cost of support and maintenance increased by 13.6%, or $0.6 million, to $4.7 million for the three months ended June 30, 2005, from $4.1 million for the three months ended June 30, 2004. This increase was caused primarily by an increase of $0.5 million in payroll related expenses as a result of annual salary increases and an increase in the number of employees. General departmental expenses increased $0.1 million as a result of our increasing customer base. The gross margin on support and maintenance revenues decreased slightly to 55.6% for the three months ended June 30, 2005, compared to 55.8% for the three months ended June 30, 2004.
Our costs associated with outsourcing services increased by 75.2%, or $0.9 million, to $2.1 million for the three months ended June 30, 2005, from $1.2 million for the three months ended June 30, 2004. This increase was caused primarily by an increase of $0.8 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 $0.1 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 22.8%, or $0.3 million, to $1.8 million for the three months ended June 30, 2005, from $1.5 million for the three months ended June 30, 2004. The increase was attributable to increased commission expense of $0.3 million which resulted from an increase in system sales revenue.
General and Administrative Expenses. General and administrative expenses increased 16.6%, or $0.6 million, to $4.3 million for the three months ended June 30, 2005, from $3.7 million for the three months ended June 30, 2004. A portion of the increase in expense was related to increased legal and accounting fees of $0.1 million which resulted from increased audit related fees. Additional expense increases were related to group insurance which increased $0.2 million, telecommunication which increased $0.1 million and other general and administrative expenses which increased $0.2 million.
As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 22.8% for the three months ended June 30, 2005, from 27.3% for three months ended June 30, 2004.
Net Income. Net income for the three months ended June 30, 2005 increased by 135.2%, or $2.0 million, to $3.4 million, or $0.32 per diluted share, as compared with net income of $1.4 million, or $0.14 per diluted share, for the three months ended June 30, 2004. Net income represents 12.6% of revenue for the three months ended June 30, 2005, as compared to 7.6% of revenue for the three months ended June 30, 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.
Six Months Ended June 30, 2005 Compared with Six Months Ended June 30, 2004
Revenues. Total revenues increased by 43.4%, or $16.1 million, to $53.3 million for the six months ended June 30, 2005, from $37.2 million for the six months ended June 30, 2004.
System sales revenues increased by 71.1%, or $10.5 million, to $25.2 million for the six months ended June 30, 2005, from $14.7 million for the six months ended June 30, 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 three ASP implementations during the first half of 2004, in which revenues are recognized over the life of the contract.
Support and maintenance revenues increased by 11.5%, or $2.1 million, to $20.7 million for the six months ended June 30, 2005, from $18.6 million for the six months ended June 30, 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 90.1%, or $3.4 million, to $7.3 million for the six months ended June 30, 2005, from $3.9 million for the six months ended June 30, 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.
Costs of Sales. Total costs of sales increased by 28.3%, or $6.5 million, to $29.7 million for the six months ended June 30, 2005, from $23.2 million for the six months ended June 30, 2004. As a percentage of total revenues, costs of sales decreased to 55.8% for the six months ended June 30, 2005 from 62.3% for the six months ended June 30, 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.
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Cost of system sales increased by 30.5%, or $3.8 million, to $16.4 million for the six months ended June 30, 2005, from $12.6 million for the six months ended June 30, 2004. Cost of equipment increased $2.0 million as a result of an increase in equipment sales. Travel related expenses increased $0.6 million as a result of the increase in the number of system installations. Payroll related expenses increased $1.1 million as a result of annual salary increases and an increase in the number of employees. The gross margin on system sales increased to 35.1% for the six months ended June 30, 2005, from 14.9% for the six months ended June 30, 2004.
Cost of support and maintenance increased by 11.9%, or $1.0 million, to $9.2 million for the six months ended June 30, 2005, from $8.2 million for the six months ended June 30, 2004. This increase was caused primarily by an increase of $0.7 million in payroll related expenses as a result of annual salary increases and an increase in the number of employees. General departmental expenses increased $0.3 million as a result of our increasing customer base. The gross margin on support and maintenance revenues decreased slightly to 55.4% for the six months ended June 30, 2005, compared to 55.5% for the six months ended June 30, 2004.
Our costs associated with outsourcing services increased by 73.8%, or $1.7 million, to $4.0 million for the six months ended June 30, 2005, from $2.3 million for the six months ended June 30, 2004. This increase was caused primarily by an increase of $1.4 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 $0.3 million resulting from an increase in transaction volumes of our statement outsourcing services.
Sales and Marketing Expenses. Sales and marketing expenses increased by 32.2%, or $0.9 million, to $3.6 million for the six months ended June 30, 2005, from $2.7 million for the six months ended June 30, 2004. The increase was attributable to increased commission expense of $0.9 million which resulted from an increase in system sales revenue.
General and Administrative Expenses. General and administrative expenses increased 18.1%, or $1.4 million, to $9.2 million for the six months ended June 30, 2005, from $7.8 million for the six months ended June 30, 2004. A portion of the increase in expense was related to increased legal and accounting fees of $0.3 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 $0.2 million, telecommunications costs which increased $0.1 million, shipping cost increase of $0.1 million and increases in other general and administrative expenses of $0.3 million.
As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 24.1% for the six months ended June 30, 2005, from 28.3% for six months ended June 30, 2004.
Net Income. Net income for the six months ended June 30, 2005 increased by 201.3%, or $4.4 million, to $6.6 million, or $0.63 per diluted share, as compared with net income of $2.2 million, or $0.21 per diluted share, for the six months ended June 30, 2004. Net income represents 12.4% of revenue for the six months ended June 30, 2005, as compared to 5.9% of revenue for the six months ended June 30, 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 June 30, 2005, we had cash and cash equivalents of $10.0 million, compared with $13.8 million at June 30, 2004. Net cash provided by operating activities for the six months ended June 30, 2005 was $6.4 million, compared to $4.6 million for the six months ended June 30, 2004. The increase was primarily due to increases in net income, accounts payable and other liabilities, offset by increases in accounts receivable, financing receivables, inventories and prepaid income taxes.
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Net cash used in investing activities totaled $7.4 million for the six months ended June 30, 2005, compared to $0.6 million for the six months ended June 30, 2004. We used cash primarily for the purchase of $6.2 million in investments which are included on the balance sheet as investments, which are categorized as available for sale. We also invested $1.2 million in property and equipment.
Net cash used in financing activities totaled $2.8 million for the six months ended June 30, 2005, compared to $2.5 million for the six months ended June 30, 2004. We paid dividends to our shareholders in the amount of $4.6 million. We received proceeds of $1.8 million from the exercise of employee stock options.
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.
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 June 30, 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.
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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.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 12, 2005. At the meeting, the stockholders voted to elect four Class III directors to serve a three-year term, to approve the adoption of the Computer Programs and Systems, Inc. 2005 Restricted Stock Plan and to ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for 2005. The results of the stockholder voting on these matters are summarized as follows:
Proposal 1 – Election of Four Class III Directors:
Name of Nominee
John Morrissey
Ernest F. Ladd, III
David A. Dye
Hal L. Daugherty
Proposal 2 – Approval of the Computer Programs and Systems, Inc. 2005 Restricted Stock Plan:
Proposal 3 – Ratification of Appointment of Independent Auditors:
Following the 2005 Annual Meeting, Dennis P. Wilkins, William R. Seifert, II, W. Austin Mulherin, III and John C. Johnson continue to serve as Class I directors with terms expiring at the 2006 annual meeting, and M. Kenny Muscat, J. Boyd Douglas and Charles P. Huffman continue to serve as Class II directors with terms expiring at the 2007 Annual Meeting.
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Item 5. Other Information.
None.
Item 6. Exhibits
Exhibit
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.
Date: July 29, 2005
/s/ David A. Dye
President and Chief Executive Officer
/s/ M. Stephen Walker
M. Stephen Walker
Vice President – Finance and
Chief Financial Officer
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Exhibit Index
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