TruBridge
TBRG
#8310
Rank
$0.24 B
Marketcap
$16.08
Share price
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Change (1 year)

TruBridge - 10-Q quarterly report FY


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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

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

 

For the quarterly period ended September 30, 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  ¨    No  x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

As of October 28, 2005, there were 10,608,083 shares of the issuer’s common stock outstanding.

 



Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

Form 10-Q

(For the period ended September 30, 2005)

 

INDEX
PART I. FINANCIAL INFORMATION    

Item 1.

  Financial Statements   
   Condensed Balance Sheets – September 30, 2005 (unaudited) and December 31, 2004  1
   Condensed Statements of Income (unaudited) – Three and Nine Months Ended September 30, 2005 and 2004  2
   Condensed Statement of Stockholders’ Equity (unaudited) – Nine Months Ended September 30, 2005  3
   Condensed Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2005 and 2004  4
   Notes to Condensed Financial Statements (unaudited)  5

Item 2.

  Management’s Discussion and Analysis of Financial Condition and Results of Operation  12

Item 3.

  Quantitative and Qualitative Disclosures about Market Risk  16

Item 4.

  Controls and Procedures  16
PART II.OTHER INFORMATION    

Item 1.

  Legal Proceedings  17

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds  17

Item 3.

  Defaults upon Senior Securities  17

Item 4.

  Submission of Matters to a Vote of Security Holders  17

Item 5.

  Other Information  17

Item 6.

  Exhibits  17


Table of Contents

PART I

FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED BALANCE SHEETS

 

   

September 30,

2005


  

December 31,

2004


 
    
   (Unaudited)    
Assets         

Current assets:

         

Cash and cash equivalents

  $10,588,276  $13,785,377 

Investments

   8,174,199   —   

Accounts receivable, net of allowance for doubtful accounts of $1,560,000 and $1,636,000, respectively

   12,971,989   11,764,465 

Financing receivables, current portion

   1,503,878   974,160 

Inventories

   1,806,621   1,475,166 

Deferred tax assets

   1,559,364   1,397,016 

Prepaid income taxes

   —     171,574 

Prepaid expenses

   441,051   437,716 
   


 


Total current assets

   37,045,378   30,005,474 

Property and equipment

         

Land

   936,026   936,026 

Maintenance equipment

   3,445,045   3,298,140 

Computer equipment

   5,327,165   4,854,331 

Office furniture and equipment

   1,492,554   1,481,314 

Automobiles

   89,934   89,934 
   


 


    11,290,724   10,659,745 

Less accumulated depreciation

   (5,357,766)  (5,204,730)
   


 


Net property and equipment

   5,932,958   5,455,015 

Financing receivables

   667,618   617,657 
   


 


Total assets

  $43,645,954  $36,078,146 
   


 


Liabilities and Stockholders’ Equity         

Current liabilities:

         

Accounts payable

  $1,704,676  $969,454 

Deferred revenue

   3,419,603   2,602,235 

Accrued vacation

   1,953,115   1,630,382 

Other accrued liabilities

   1,828,730   2,323,433 

Income taxes payable

   141,245   —   
   


 


Total current liabilities

   9,047,369   7,525,504 

Deferred tax liabilities

   685,604   718,753 

Stockholders’ equity:

         

Common stock, par value $0.001 per share; 30,000,000 shares authorized; 10,608,083 and 10,489,849 shares issued and outstanding

   10,608   10,490 

Additional paid-in capital

   20,125,743   17,292,079 

Deferred compensation

   (85,065)  (123,345)

Accumulated other comprehensive loss

   (53,354)  —   

Retained earnings

   13,915,049   10,654,665 
   


 


Total stockholders’ equity

   33,912,981   27,833,889 
   


 


Total liabilities and stockholders’ equity

  $43,645,954  $36,078,146 
   


 


 

See accompanying notes.

 

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Table of Contents

COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENTS OF INCOME (Unaudited)

 

   Three months ended
September 30,


  Nine months ended
September 30,


   2005

  2004

  2005

  2004

Sales revenues:                

System sales

  $12,479,787  $9,054,816  $37,778,628  $23,844,800

Support and maintenance

   10,981,951   9,454,473   31,688,357   28,018,235

Outsourcing

   3,538,715   2,622,702   10,900,497   6,495,159
   

  

  

  

Total sales revenues

   27,000,453   21,131,991   80,367,482   58,358,194
Costs of sales:                

System sales

   8,510,674   7,047,553   24,932,499   19,626,923

Support and maintenance

   4,863,889   4,180,557   14,101,808   12,438,017

Outsourcing

   2,168,685   1,482,056   6,255,241   3,833,573
   

  

  

  

Total costs of sales

   15,543,248   12,710,166   45,289,548   35,898,513
   

  

  

  

Gross profit

   11,457,205   8,421,825   35,077,934   22,459,681
Operating expenses:                

Sales and marketing

   1,911,066   1,404,568   5,520,423   4,134,039

General and administrative

   3,838,777   3,680,454   13,070,778   11,497,050
   

  

  

  

Total operating expenses

   5,749,843   5,085,022   18,591,201   15,631,089
   

  

  

  

Operating income

   5,707,362   3,336,803   16,486,733   6,828,592
Other income (expense):                

Interest income

   176,779   62,428   431,214   180,665

Miscellaneous income

   —     49,527   5,306   128,403
   

  

  

  

Total other income

   176,779   111,955   436,520   309,068
   

  

  

  

Income before taxes

   5,884,141   3,448,758   16,923,253   7,137,660

Income taxes

   2,318,937   1,362,982   6,714,735   2,847,334
   

  

  

  

Net income

  $3,565,204  $2,085,776  $10,208,518  $4,290,326
   

  

  

  

Net income per share - basic

  $0.34  $0.20  $0.97  $0.41
   

  

  

  

Net income per share - diluted

  $0.33  $0.20  $0.96  $0.41
   

  

  

  

Weighted average shares outstanding

                

Basic

   10,603,781   10,489,849   10,540,817   10,489,849

Diluted

   10,695,570   10,533,388   10,628,017   10,530,803

Dividends declared per share

  $0.22  $0.12  $0.66  $0.36
   

  

  

  

 

See accompanying notes.

 

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Table of Contents

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
Stockholders'
Equity


 

Balance at December 31, 2004

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

Net Income

                      10,208,518   10,208,518 

Dividends

                      (6,948,134)  (6,948,134)

Unrealized loss on investments held for sale, net of tax of $34,110

                  (53,354)      (53,354)

Amortization of deferred compensation

              38,280           38,280 

Issuance of common stock

  118,234   118   1,950,743               1,950,861 

Income tax benefit from stock option exercises

          882,921               882,921 
   
  

  

  


 


 


 


Balance at September 30, 2005

  10,608,083  $10,608  $20,125,743  $(85,065) $(53,354) $13,915,049  $33,912,981 
   
  

  

  


 


 


 


 

See accompanying notes.

 

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COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

 

   Nine months ended September 30

 
   2005

  2004

 
Operating Activities         

Net income

  $10,208,518  $4,290,326 

Adjustments to net income:

         

Provision for bad debt

   759,505   562,694 

Deferred taxes

   (161,386)  121,801 

Deferred compensation

   38,280   38,280 

Income tax benefit from stock option exercise

   882,921   —   

Depreciation

   1,289,046   1,179,277 

Changes in operating assets and liabilities:

         

Accounts receivable

   (1,967,029)  173,836 

Financing receivables

   (579,679)  86,012 

Inventories

   (331,455)  (262,878)

Prepaid expenses

   (3,335)  (184,049)

Accounts payable

   735,222   (296,237)

Deferred revenue

   817,368   150,459 

Other liabilities

   (171,970)  1,387,054 

Income taxes payable

   312,819   738,090 
   


 


Net cash provided by operating activities

   11,828,825   7,984,665 
Investing Activities         

Purchases of property and equipment

   (1,766,989)  (1,062,596)

Purchases of investments

   (8,261,664)  —   
   


 


Net cash used in investing activities

   (10,028,653)  (1,062,596)
Financing Activities         

Proceeds from exercise of stock options, net

   1,950,861   —   

Dividends paid

   (6,948,134)  (3,776,346)
   


 


Net cash used in financing activities

   (4,997,273)  (3,776,346)
   


 


(Decrease)/increase in cash and cash equivalents

   (3,197,101)  3,145,723 

Cash and cash equivalents at beginning of period

   13,785,377   9,472,743 
   


 


Cash and cash equivalents at end of period

  $10,588,276  $12,618,466 
   


 


Cash paid for income taxes

  $5,691,906  $1,987,443 

 

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 ON BALANCE SHEET AMOUNTS

 

Other accrued liabilities are comprised of the following:

 

   September 30,
2005


  December 31,
2004


Salaries and benefits  $938,490  $1,613,420
Commissions   393,500   436,307
Self-insurance reserves   375,000   244,500
Other   121,740   29,206
   

  

   $1,828,730  $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 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.

 

6


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

  $148,587  $—    $—    $148,587

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

   3,497,539   4,604   20,485   3,481,658

Mortgaged backed securities

   501,213       2,049   499,164

Corporate bonds

   4,117,370   85   72,665   4,044,790
   

  

  

  

   $8,264,709  $4,689  $95,199  $8,174,199
   

  

  

  

 

Shown below are the amortized cost and estimated fair value of securities with fixed maturities at September 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


  

Fair

Value


     

Due in 2005

  $1,102,875  $1,107,275

Due in 2006

   4,711,269   4,643,457

Due in 2007

   702,724   693,314

Due in 2008

   1,599,254   1,581,566
   

  

   $8,116,122  $8,025,612
   

  

 

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 nine month periods ended September 30, 2005, these dilutive shares were 91,789 and 87,200, respectively. For the three and nine month periods ended September 30, 2004, these dilutive shares were 43,539 and 40,954, respectively.

 

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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

  $608,450  $638,044

Accrued liabilities

   916,804   758,972

Unrealized loss on investments

   34,110   —  
   

  

Total deferred tax assets

  $1,559,364  $1,397,016
   

  

Deferred tax liabilities:

        

Deferred compensation

  $33,175  $48,104

Depreciation

   652,429   670,649
   

  

Total deferred tax liabilities

  $685,604  $718,753
   

  

 

Significant components of the Company’s income tax provision for the nine months ended September 30 are as follows:

 

   2005

  2004

 

Current provision:

         

Federal

  $5,683,021  $2,451,072 

State

   1,193,100   518,063 

Deferred provision:

         

Federal

   (144,761)  (111,428)

State

   (16,625)  (10,373)
   


 


Total income tax provision

  $6,714,735  $2,847,334 
   


 


 

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 nine months ended September 30 are as follows:

 

   2005

  2004

Income taxes at U. S. Federal statutory rate

  $5,923,139  $2,426,804

State income tax, net of federal tax effect

   755,463   305,136

Other

   36,133   115,394
   

  

Total income tax provision

  $6,714,735  $2,847,334
   

  

 

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COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

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 (SFAS) No. 123, Accounting for Stock-based Compensation, the Company’s reported net income and income per share for the three and nine months ended September 30, 2005 and 2004 would have been impacted as indicated below:

 

   Three months ended September 30,

 
   2005

  2004

 

Net income as reported

  $3,565,204  $2,085,776 

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

   7,785   7,785 

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

   (64,137)  (64,137)
   


 


Pro forma net income

  $3,508,852  $2,029,424 
   


 


Basic income per share as reported

  $0.34  $0.20 
   


 


Diluted income per share as reported

  $0.33  $0.20 
   


 


Pro forma basic income per share

  $0.33  $0.19 
   


 


Pro forma diluted income per share

  $0.33  $0.19 
   


 


 

   Nine months ended September 30,

 
   2005

  2004

 

Net income as reported

  $10,208,518  $4,290,326 

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

   23,352   23,352 

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

   (192,408)  (245,961)
   


 


Pro forma net income

  $10,039,462  $4,067,717 
   


 


Basic income per share as reported

  $0.97  $0.41 
   


 


Diluted income per share as reported

  $0.96  $0.41 
   


 


Pro forma basic income per share

  $0.95  $0.39 
   


 


Pro forma diluted income per share

  $0.94  $0.39 
   


 


 

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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COMPUTER PROGRAMS AND SYSTEMS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

 

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 nine months ended September 30, 2005.

 

A summary of stock option activity under the plan during the three month periods ended September 30, 2005 and 2004 is as follows:

 

   September 30, 2005

  September 30, 2004

      Exercise     Exercise
   Shares

  Price

  Shares

  Price

Outstanding at beginning of period

  280,432  $16.50  415,148  $16.50

Granted

  —     —    —     —  

Exercised

  (9,092)  16.50  —     —  

Forfeited

  (1,603)  16.50  (4,587)  16.50
   

 

  

 

Outstanding at end of period

  269,737  $16.50  410,561  $16.50
   

 

  

 

Exercisable at end of period

  68,484  $16.50  312  $16.50
   

 

  

 

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

      475,513      752,923
      

     

Weighted-average grant date fair value

     $5.30     $5.30
      

     

Weighted-average remaining contractual life

      3.75      4.75
      

     

 

A summary of stock option activity under the plan during the nine month periods ended September 30, 2005 and 2004 is as follows:

 

   September 30, 2005

  September 30, 2004

      Exercise     Exercise
   Shares

  Price

  Shares

  Price

Outstanding at beginning of period

  399,948  $16.50  424,759  $16.50

Granted

  —     —    —     —  

Exercised

  (118,234)  16.50  —     —  

Forfeited

  (11,977)  16.50  (14,198)  16.50
   

 

  

 

Outstanding at end of period

  269,737  $16.50  410,561  $16.50
   

 

  

 

Exercisable at end of period

  68,484  $16.50  312  $16.50
   

 

  

 

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

      475,513      752,923
      

     

Weighted-average grant date fair value

     $5.30     $5.30
      

     

Weighted-average remaining contractual life

      3.75      4.75
      

     

 

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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 and nine months ended September 30, 2005 and 2004 is as follows:

 

   Three months ended September 30,

  Nine months ended September 30,

   2005

  2004

  2005

  2004

Net income as reported

  $3,565,204  $2,085,776  $10,208,518  $4,290,326

Other comprehensive income:

                

Unrealized loss on investments, net of taxes

   (28,930)  —     (55,354)  —  
   


 

  


 

Total comprehensive income

  $3,536,274  $2,085,776  $10,153,164  $4,290,326
   


 

  


 

 

9. RECENT ACCOUNTING PRONOUNCEMENTS

 

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R, Share-Based Payment, which requires companies to measure and recognize compensation expense for stock-based payments at fair value. SFAS No. 123R was initially effective as of the first interim or annual reporting period that begins after June 15, 2005. In April 2005, the SEC issued a rule amending the compliance date which allows companies to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period, that begins after June 15, 2005. As a result, we will implement SFAS No. 123R in the reporting period starting January 1, 2006. We are currently evaluating the impact of SFAS No. 123R on our financial position and results of operations. See Note 7 for information related to the pro forma effects on our reported net income and net income per share of applying the fair value recognition provisions of the previous SFAS No. 123 to stock-based employee compensation.

 

 

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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 550 hospital customers across 45 states and the District of Columbia. In the three months ended September 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 September 30, 2005 Compared with Three Months Ended September 30, 2004

 

Revenues. Total revenues increased by 27.8%, or $5.9 million, to $27.0 million for the three months ended September 30, 2005, from $21.1 million for the three months ended September 30, 2004.

 

System sales revenues increased by 37.8%, or $3.4 million, to $12.5 million for the three months ended September 30, 2005, from $9.1 million for the three months ended September 30, 2004. This increase was primarily due to an increase in the number of new system installations. The average installation size also increased.

 

Support and maintenance revenues increased by 16.2%, or $1.6 million, to $11.0 million for the three months ended September 30, 2005, from $9.4 million for the three months ended September 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 34.9%, or $0.9 million, to $3.5 million for the three months ended September 30, 2005, from $2.6 million for the three months ended September 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 September 30, 2005, compared to 6 customers at September 30, 2004.

 

Costs of Sales. Total costs of sales increased by 22.3%, or $2.8 million, to $15.5 million for the three months ended September 30, 2005, from $12.7 million for the three months ended September 30, 2004. As a percentage of total revenues, costs of sales decreased to 57.6% for the three months ended September 30, 2005 from 60.1% for the three months ended September 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 20.8%, or $1.5 million, to $8.5 million for the three months ended September 30, 2005, from $7.0 million for the three months ended September 30, 2004. Cost of equipment increased $0.2 million as a result of an increase in equipment sales. Travel related expenses increased $0.7 million as a result of the increase in the number of system installations. Payroll related expenses increased $0.6 million as a result of annual salary increases and an increase in the number of employees. The gross margin on system sales increased to 31.8% for the three months ended September 30, 2005, from 22.2% for the three months ended September 30, 2004.

 

Cost of support and maintenance increased by 16.3%, or $0.6 million, to $4.8 million for the three months ended September 30, 2005, from $4.2 million for the three months ended September 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 55.7% for the three months ended September 30, 2005, compared to 55.8% for the three months ended September 30, 2004.

 

Our costs associated with outsourcing services increased by 46.3%, or $0.7 million, to $2.2 million for the three months ended September 30, 2005, from $1.5 million for the three months ended September 30, 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 $0.1 million resulting from an increase in transaction volumes of our statement outsourcing services.

 

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Table of Contents

Sales and Marketing Expenses. Sales and marketing expenses increased by 36.1%, or $0.5 million, to $1.9 million for the three months ended September 30, 2005, from $1.4 million for the three months ended September 30, 2004. The increase was attributable to increased commission expense which resulted from an increase in system sales revenue.

 

General and Administrative Expenses. General and administrative expenses increased 4.3%, or $0.1 million, to $3.8 million for the three months ended September 30, 2005, from $3.7 million for the three months ended September 30, 2004. The increase in expense was primarily related to increased cost of salary and benefits of $0.1 million.

 

As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 21.3% for the three months ended September 30, 2005, from 24.1% for three months ended September 30, 2004.

 

Net Income. Net income for the three months ended September 30, 2005 increased by 70.9%, or $1.5 million, to $3.6 million, or $0.33 per diluted share, as compared with net income of $2.1 million, or $0.20 per diluted share, for the three months ended September 30, 2004. Net income represents 13.2% of revenue for the three months ended September 30, 2005, as compared to 9.9% of revenue for the three months ended September 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.

 

Nine Months Ended September 30, 2005 Compared with Nine Months Ended September 30, 2004

 

Revenues. Total revenues increased by 37.7%, or $22.0 million, to $80.4 million for the nine months ended September 30, 2005, from $58.4 million for the nine months ended September 30, 2004.

 

System sales revenues increased by 58.4%, or $13.9 million, to $37.8 million for the nine months ended September 30, 2005, from $23.9 million for the nine months ended September 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 nine months of 2004, in which revenues are recognized over the life of the contract.

 

Support and maintenance revenues increased by 13.1%, or $3.7 million, to $31.7 million for the nine months ended September 30, 2005, from $28.0 million for the nine months ended September 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 67.8%, or $4.4 million, to $10.9 million for the nine months ended September 30, 2005, from $6.5 million for the nine months ended September 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 26.2%, or $9.4 million, to $45.3 million for the nine months ended September 30, 2005, from $35.9 million for the nine months ended September 30, 2004. As a percentage of total revenues, costs of sales decreased to 56.3% for the nine months ended September 30, 2005, from 61.5% for the nine months ended September 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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Table of Contents

Cost of system sales increased by 27.0%, or $5.3 million, to $24.9 million for the nine months ended September 30, 2005, from $19.6 million for the nine months ended September 30, 2004. Cost of equipment increased $2.1 million as a result of an increase in equipment sales. Travel related expenses increased $1.8 million as a result of the increase in the number of system installations. Payroll related expenses increased $1.4 million as a result of annual salary increases and an increase in the number of employees. The gross margin on system sales increased to 34.0% for the nine months ended September 30, 2005, from 17.7% for the nine months ended September 30, 2004.

 

Cost of support and maintenance increased by 13.4%, or $1.7 million, to $14.1 million for the nine months ended September 30, 2005, from $12.4 million for the nine months ended September 30, 2004. This increase was caused primarily by an increase of $1.2 million in payroll related expenses as a result of annual salary increases and an increase in the number of employees. General departmental expenses increased $0.5 million as a result of our increasing customer base. The gross margin on support and maintenance revenues decreased slightly to 55.5% for the nine months ended September 30, 2005, compared to 55.6% for the nine months ended September 30, 2004.

 

Our costs associated with outsourcing services increased by 63.2%, or $2.4 million, to $6.3 million for the nine months ended September 30, 2005, from $3.9 million for the nine months ended September 30, 2004. This increase was caused primarily by an increase of $2.0 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 $0.4 million resulting from an increase in transaction volumes of our statement outsourcing services.

 

Sales and Marketing Expenses. Sales and marketing expenses increased by 33.5%, or $1.4 million, to $5.5 million for the nine months ended September 30, 2005, from $4.1 million for the nine months ended September 30, 2004. The increase was attributable to increased commission expense which resulted from an increase in system sales revenue.

 

General and Administrative Expenses. General and administrative expenses increased 13.7%, or $1.6 million, to $13.1 million for the nine months ended September 30, 2005, from $11.5 million for the nine months ended September 30, 2004. A portion of the increase in expense was related to increased legal and accounting fees of $0.4 million which resulted from increased audit related fees. Additional expense increases were related to bad debts which increased $0.2 million, payroll related expenses which increased $0.3 million, telecommunications costs which increased $0.1 million, shipping cost increase of $0.1 million and increases in other general and administrative expenses of $0.5 million.

 

As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 23.2% for the nine months ended September 30, 2005, from 26.8% for nine months ended September 30, 2004.

 

Net Income. Net income for the nine months ended September 30, 2005 increased by 137.9%, or $5.9 million, to $10.2 million, or $0.96 per diluted share, as compared with net income of $4.3 million, or $0.41 per diluted share, for the nine months ended September 30, 2004. Net income represents 12.6% of revenue for the nine months ended September 30, 2005, as compared to 7.3% of revenue for the nine months ended September 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.

 

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Table of Contents

Liquidity and Capital Resources

 

At September 30, 2005, we had cash and cash equivalents of $10.6 million, compared with $12.6 million at September 30, 2004. Net cash provided by operating activities for the nine months ended September 30, 2005 was $11.8 million, compared to $8.0 million for the nine months ended September 30, 2004. The increase was primarily due to increases in net income, accounts payable and deferred revenue, offset by increases in accounts receivable, financing receivables, inventories and prepaid income taxes.

 

Net cash used in investing activities totaled $10.0 million for the nine months ended September 30, 2005, compared to $1.1 million for the nine months ended September 30, 2004. We used cash primarily for the purchase of $8.3 million in investments which are included on the balance sheet as investments available for sale. We also invested $1.7 million in property and equipment.

 

Net cash used in financing activities totaled $5.0 million for the nine months ended September 30, 2005, compared to $3.8 million for the nine months ended September 30, 2004. We paid dividends to our shareholders in the amount of $6.9 million. We received proceeds of $1.9 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 September 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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Table of Contents

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.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

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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Table of Contents

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: November 1, 2005

    
  By: 

/s/ David A. Dye


    David A. Dye
    President and Chief Executive Officer

Date: November 1, 2005

 By: 

/s/ M. Stephen Walker


    M. Stephen Walker
    Vice President - Finance and
    Chief Financial Officer

 

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

 

18