UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended March 31, 2006.
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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
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 May 5, 2006, there were 10,752,986 shares of the issuer’s common stock outstanding.
Form 10-Q
(For the period ended March 31, 2006)
INDEX
Item 1.
Financial Statements
Condensed Balance Sheets – March 31, 2006 (unaudited) and December 31, 2005
Condensed Statements of Income (unaudited) – Three months ended March 31, 2006 and 2005
Condensed Statement of Stockholders’ Equity (unaudited) – Three months ended March 31, 2006
Condensed Statements of Cash Flows (unaudited) –Three months ended March 31, 2006 and 2005
Notes to Condensed Financial Statements (unaudited)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and Procedures
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
CONDENSED BALANCE SHEETS
Assets
Current assets:
Cash and cash equivalents
Investments
Accounts receivable, net of allowance for doubtful accounts of $796,000 and $704,000, 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
Income taxes payable
Total current liabilities
Deferred tax liabilities
Stockholders’ equity:
Common stock, par value $0.001 per share; 30,000,000 shares authorized; 10,752,316 and 10,624,901 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.
3
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
4
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
Balance at December 31, 2005
Net Income
Issuance of common stock
Unrealized loss on available for sales investments, net of tax of $7,036
Share-based compensation
Dividends
Income tax benefit from stock option exercise
Adoption of SFAS No. 123R
Balance at March 31, 2006
5
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Operating Activities
Adjustments to net income:
Provision for bad debt
Deferred taxes
Excess tax benefit from stock based compensation
Depreciation
Changes in operating assets and liabilities:
Accounts receivable
Other liabilities
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
Dividends paid
Net cash used in financing activities
Decrease 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, net of refund
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NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
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, 2005 and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2005.
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 (SAB) No. 101, Revenue Recognition in Financial Statements, as amended by SAB No. 104, Revenue Recognition, and the American Institute of Certified Public Accountants Statement of Position (SOP) 97-2, Software Revenue Recognition, 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.
License revenue in connection with license agreements for proprietary software is recognized upon delivery of the software, providing collection is considered probable, the fee is fixed or determinable, there is evidence of an arrangement, and vendor specific objective evidence (VSOE) exists with respect to any undelivered elements of the arrangement. For multiple-element arrangements, the Company recognizes revenue under the residual method as permitted by the American Institute of Certified Public Accountants Statement of Position (SOP) 98-9, Modification of SOP 97-2, Software Revenue Recognition, with Respect to Certain Transactions, whereby (1) the total fair value of the undelivered elements, as indicated by VSOE, is deferred and subsequently recognized in accordance with SOP 97-2 and (2) the difference between the total arrangement fee and the amount deferred for the undelivered elements is recognized as revenue related to the delivered elements.
Revenue derived from maintenance contracts primarily includes software application support, hardware maintenance, continuing education and related services. Maintenance contracts are typically sold for a separate fee with initial contractual periods ranging from one to three years with renewal for additional periods thereafter. Maintenance revenue is recognized ratably over the term of the maintenance agreement. In situations where all or a portion of the maintenance fee is bundled with the license fee, VSOE for maintenance is determined based on prices when sold separately.
Revenue for hardware is recognized under SAB No. 104. Under SAB No. 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.
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Other accrued liabilities are comprised of the following:
March 31,
2006
December 31,
2005
Accrued salaries and benefits
Accrued commissions
Accrued self-insurance reserves
Other
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.
Investments are comprised of the following at March 31, 2006:
Amortized
Cost
Unrealized
Gains
Losses
Fair
Value
Short term investments
Obligations of U.S. Treasury, U.S.government corporation and agencies
Mortgaged backed securities
Municipal obligations
Corporate bonds
Shown below are the amortized cost and estimated fair value of securities with fixed maturities at March 31, 2006, by contract maturity date. Actual maturities may differ from contractual maturities because issuers of certain securities retain early call or prepayment rights.
Due in 2006
Due in 2007
Due in 2008
Due thereafter
8
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, 2006 and 2005, these dilutive shares were 91,843 and 84,296 respectively.
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:
Stock compensation
Total gross deferred tax assets
Deferred tax liabilities:
Total gross deferred tax liabilities
Net deferred tax asset
Significant components of the Company’s income tax provision for the three months ended March 31 are as follows:
Current provision:
Federal
State
Deferred provision:
Total income tax provision
9
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:
Income taxes at U. S. Federal statutory rate
State income tax, net of federal tax effect
Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), Share Based Payment (SFAS No. 123R). SFAS No. 123R establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at grant date based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. The Company previously applied Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations and provided pro forma disclosures of SFAS No. 123, Accounting for Stock Based Compensation. The Company elected to adopt the modified prospective application method as provided by SFAS No. 123R, and, accordingly, prior periods are not restated for the effects of SFAS No. 123R. The Company recorded compensation costs as the requisite service rendered for the unvested portion of previously issued awards that remain outstanding at the initial date of adoption and any awards issued, modified, repurchased, or cancelled after the effective date of SFAS No. 123R.
The adoption of SFAS No. 123R reduced basic and diluted net income per share by $0.02 for the three months ended March 31, 2006. The following table shows total stock-based compensation expense for the three months ended March 31, 2006, included in the Condensed Statement of Income:
Three Months Ended
March 31, 2006
Costs of sales
Operating expenses
Pre-tax stock-based compensation expense
Less: income tax effect
Net stock-based compensation expense
Prior to adopting SFAS No. 123R, the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Statement of Cash Flows. SFAS No. 123R requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock compensation costs for such options. As a result of adopting SFAS No. 123R, $129,173 of excess tax benefits for the three months ended March 31, 2006 have been classified as a financing cash inflow.
10
2002 Stock Option Plan
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. In addition, options become vested upon termination of employment resulting from death, disability or retirement. Such options expire on the seventh anniversary of the grant date.
Under the methodology of SFAS No. 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. No options were granted in 2005, 2004 or 2003.
As required under SFAS No. 123R, the reported net income and earnings per share for the three months ended March 31, 2005 have been presented to reflect the impact had the Company been required to include the amortization of the Black-Scholes option value as an expense. The pro forma amounts are as follows:
March 31, 2005
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
A summary of stock option activity under the plan during the three month period ended March 31, 2006 is as follows:
Exercise
Price
Weighted-
Average
Remaining
Contractual Term
Aggregate
Instrincic
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
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The aggregate intrinsic value in the above table represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading date of the first quarter of 2006 and the exercise price, multiplied by the number of options). The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.
The aggregate intrinsic value of options exercised during the quarters ended March 31, 2006 and March 31, 2005 was $314,086 and $0 respectively.
As of March 31, 2006, there was $410,740 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the existing stock option plan. This cost is expected to be recognized over a weighted-average period of 1.2 years.
2005 Restricted Stock Plan
On January 27, 2006, the Compensation Committee of the Board of Directors approved the grant of 116,498 shares of restricted stock, effective January 30, 2006, to certain executive officers of the Company. The grant date fair value was $42.91 per share. The restricted stock vests in five equal annual installments commencing on the first anniversary of the date of grant.
Weighted-Average
Grant-Date
Fair Value
Nonvested stock outstanding at beginning of period
Vested
Nonvested stock outstanding at end of period
As of March 31, 2006, there was $4,826,887 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2005 Restricted Stock Plan. This cost is expected to be recognized over a weighted-average period of 4.8 years.
Deferred Compensation
On May 17, 2002, Kenny Muscat, one of the Company’s directors and a principal stockholder, sold 66,667 shares of common stock to J. Boyd Douglas, Jr., one of the Company’s directors and its Chief Operating Officer, for a price of $13.20 per share. The share price was determined by an independent valuation of the fair market value of the shares. A promissory note was delivered for the entire purchase price. The promissory note bears interest at the applicable rate for federal income tax purposes, and the entire principal balance is due five years after the date of the stock sale. As a part of the same transaction, Mr. Muscat also transferred to Mr. Douglas 19,333 shares of common stock for $1.00. These shares are subject to a mandatory transfer obligation under which Mr. Douglas will be required to transfer the shares back to Mr. Muscat in the event Mr. Douglas’s employment with the Company terminates for certain reasons prior to the fifth anniversary of the transaction date. The mandatory transfer obligation lapses as to 20% of the shares on each anniversary of the transaction date over the five year restriction period.
As of March 31, 2006, there was $59,546 of total unrecognized compensation cost related to the unlapsed portion of the mandatory transfer obligation. This cost is expected to be recognized over a weighted-average period of 1.2 years.
12
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, 2006 and 2005 are as follows:
Other comprehensive income:
Unrealized loss on investments, net of taxes
Total comprehensive income
13
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, 2005, 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 580 hospital customers across 46 states and the District of Columbia. In the three months ended March 31, 2006, we generated revenues of $29.5 million from the sale of our products and services.
Results of Operations
Three Months Ended March 31, 2006 Compared with Three Months Ended March 31, 2005
Revenues. Total revenues increased by 11.9%, or $3.1 million, to $29.5 million for the three months ended March 31, 2006, from $26.4 million for the three months ended March 31, 2005.
System sales revenues increased by 14.8%, or $1.9 million, to $14.5 million for the three months ended March 31, 2006, from $12.6 million for the three months ended March 31, 2005. This increase was primarily due to an increase in sales of add-on business to existing customers along with the conversion of an ASP contract to a system purchase.
Support and maintenance revenues increased by 9.6%, or $1.0 million, to $11.2 million for the three months ended March 31, 2006, from $10.2 million for the three months ended March 31, 2005. This increase was attributable to an increase in recurring revenues as a result of a larger customer base.
Outsourcing revenues increased by 8.0%, or $0.2 million, to $3.8 million for the three months ended March 31, 2006, from $3.6 million for the three months ended March 31, 2005. We experienced an increase in outsourcing revenues as a result of continued growth in existing customer demand for electronic billing and business office outsourcing services. We were providing business office outsourcing services to fifteen customers at March 31, 2006 and March 31, 2005.
14
Costs of Sales. Total costs of sales increased by 9.7%, or $1.4 million, to $15.9 million for the three months ended March 31, 2006, from $14.5 million for the three months ended March 31, 2005. As a percentage of total revenues, costs of sales decreased to 53.8% for the three months ended March 31, 2006, from 54.9% for the three months ended March 31, 2005.
Cost of system sales increased by 10.1%, or $0.8 million, to $8.8 million for the three months ended March 31, 2006, from $8.0 million for the three months ended March 31, 2005. Cost of equipment increased $0.5 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 39.7% for the three months ended March 31, 2006, from 37.1% for the three months ended March 31, 2005. The increase in the sale of add-on business to existing customers resulted in an improved gross margin percentage.
Cost of support and maintenance increased by 7.5%, or $0.3 million, to $4.9 million for the three months ended March 31, 2006, from $4.6 million for the three months ended March 31, 2005. This increase was caused primarily by an increase of $0.4 million in payroll related expenses as a result of annual salary increases and an increase in the number of employees. General departmental expenses decreased $0.1 million. The gross margin on support and maintenance revenues increased to 56.1% for the three months ended March 31, 2006, compared to 55.2% for the three months ended March 31, 2005. The increase in gross margin was primarily due to the addition of new customers with a proportionately smaller increase in support personnel.
Our costs associated with outsourcing services increased by 13.4%, or $0.2 million, to $2.2 million for the three months ended March 31, 2006, from $2.0 million for the three months ended March 31, 2005. This increase was caused primarily by an increase of $0.2 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.
Sales and Marketing Expenses. Sales and marketing expenses increased by 20.4%, or $0.4 million, to $2.2 million for the three months ended March 31, 2006, from $1.8 million for the three months ended March 31, 2005. The increase was attributable to an increase in salary expense of $0.2 million as a result of an increase in the number of personnel in sales and marketing and an increase in travel related expenses of $0.2 million.
General and Administrative Expenses. General and administrative expenses increased 2.3%, or $0.1 million, to $5.0 million for the three months ended March 31, 2006, from $4.9 million for the three months ended March 31, 2005. Our 2005 National Users Conference was postponed from September 2005 to January 2006 as a result of the impact of Hurricane Katrina on the Gulf Coast region. Expenses related to this meeting are normally incurred during the third quarter each year.
As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 24.3% for the three months ended March 31, 2006, from 25.4% for three months ended March 31, 2005.
Net Income. Net income for the three months ended March 31, 2006 increased by 26.6%, or $0.9 million, to $4.1 million, or $0.38 per diluted share, as compared with net income of $3.2 million, or $0.31 per diluted share, for the three months ended March 31, 2005. Net income represents 13.9% of revenue for the three months ended March 31, 2006, as compared to 12.3% of revenue for the three months ended March 31, 2005.
Liquidity and Capital Resources
At March 31, 2006, we had cash and cash equivalents of $10.9 million, compared with $11.1 million at March 31, 2005. Net cash provided by operating activities for the three months ended March 31, 2006 was $3.3 million, compared to $6.5 million for the three months ended March 31, 2005. The decrease was primarily due to an increase in net income offset by decreases in accounts payable, other liabilities and deferred revenue.
Net cash used in investing activities totaled $0.5 million for the three months ended March 31, 2006, compared to $6.8 million for the three months ended March 31, 2005. We used cash primarily for the purchase of property and equipment. In 2005, we used cash primarily for the purchase of $6.1 million in investments which are classified as available for sale.
Net cash used in financing activities totaled $3.6 million for the three months ended March 31, 2006, compared to $2.3 million for the three months ended March 31, 2005, as a result of $3.9 million in dividends that we declared and paid during the first quarter of 2006.
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.
15
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 March 31, 2006, 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 were involved in a litigated dispute relating to the installation of a hospital information system. On March 13, 2006, we reached a compromise on this dispute. The terms of the compromise are embodied in a settlement agreement which has been approved by the Supreme Court of the State of New York, County of New York. The settlement will not have an adverse effect on our business or financial condition, nor will it affect our quarterly earnings. 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 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2005, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
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.
None.
Item 5. Other Information.
16
Item 6. Exhibits
Exhibit
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 8, 2006
By:
/s/ David A. Dye
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
19