e11vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One):
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended December 31, 2005
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number: 000-49796
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below:
CPSI 401(k) Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
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Computer Programs and Systems, Inc. |
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6600 Wall Street |
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Mobile, Alabama 36695 |
REQUIRED INFORMATION
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Item 4. |
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The CPSI 401(k) Retirement Plan (the Plan) is subject to the Employee Retirement Income
Security Act of 1974 (ERISA), and the Plans financial statements and schedules have been
prepared in accordance with the financial reporting requirements of ERISA. Such financial
statements and schedules are included in this Report in lieu of the information described in
Items 1-3 of Form 11-K. |
Index to Financial Statements
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(a) Financial Statements |
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1 |
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Audited Financial Statements: |
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2 |
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3 |
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4 |
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(b) Supplemental Schedule |
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8 |
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Report of Independent Registered Public Accounting Firm
Plan Administrator
CPSI 401(k) and Retirement Plan
We have audited the accompanying statements of net assets available for benefits of CPSI 401(k) and
Retirement Plan (the Plan) as of December 31, 2005 and 2004, and the related statement of changes
in net assets available for benefits for the years then ended. These financial statements are the
responsibility of the Plans management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Plan is not required to have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Plans internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and
the changes in net assets available for benefits for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule of assets held (at end of year) is presented for the
purpose of additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labors Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental
schedule has been subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Grant Thornton, LLP
Atlanta, Georgia
June 8, 2006
1
CPSI 401(k) RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
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2005 |
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2004 |
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ASSETS |
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Investments, at fair value |
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$ |
17,742,036 |
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$ |
14,625,252 |
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Receivables |
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Employers contributions |
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507,762 |
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537,158 |
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Total receivables |
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507,762 |
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537,158 |
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Total assets |
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18,249,798 |
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15,162,410 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
18,249,798 |
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$ |
15,162,410 |
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The accompanying notes are an integral part of these financial statements.
2
CPSI 401(k) RETIREMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years ended December 31, 2005 and 2004
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2005 |
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2004 |
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Additions |
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Additions to net assets attributed to: |
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Investment earnings |
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Net (depreciation) appreciation in fair value
of investments |
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$ |
(10,752 |
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873,370 |
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Interest and dividends |
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1,106,721 |
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239,659 |
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1,095,969 |
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1,113,029 |
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Contributions |
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Participants |
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1,836,353 |
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1,640,689 |
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Employer |
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1,000,475 |
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1,059,200 |
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2,836,828 |
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2,699,889 |
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Total additions |
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3,932,797 |
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3,812,918 |
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Deductions |
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Deductions from net assets attributed to
benefits paid to participants |
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845,409 |
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664,202 |
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Total deductions |
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845,409 |
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664,202 |
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Net increase |
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3,087,388 |
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3,148,716 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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BEGINNING OF YEAR |
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15,162,410 |
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12,013,694 |
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END OF YEAR |
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$ |
18,249,798 |
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$ |
15,162,410 |
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The accompanying notes are an integral part of these financial statements.
3
CPSI 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2005 and 2004
Note 1 Description of plan
The following brief description of the CPSI 401(k) Retirement Plan (the Plan) provides only
general information. Participants should refer to the Plan Document for a more complete
description of the Plans provisions.
General
The Plan is a defined contribution plan and was adopted January 1, 1994 covering all full-time
employees of Computer Programs and Systems, Inc. (the Company) who have one year of service.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
Each year, participants may contribute up to 15 percent of pretax annual compensation, as
defined by the Plan. Participants who have attained the age 50 before the end of the Plan year
are eligible to make catch-up contributions. Effective January 1, 2002, participants may not
make rollover contributions of amounts representing distributions from other qualified defined
benefit or defined contribution plans. Participants direct the investment of their
contributions into various investment options offered by the Plan. The Plan currently offers
various common/collective trusts, mutual funds and Company stock as investment options for participants.
The Company may contribute a discretionary percentage of the amount of the participants salary
deferral up to salary reductions of $1,000 annually as determined by the Company each year.
Catch-up contributions will not be matched. The Company may also make a discretionary profit
sharing contribution; however, the amount of the profit sharing contribution in any Plan year
will not exceed the amount set forth by the Companys Board of Directors (the maximum for 2005 and 2004 is $1,000 per participant).
All contributions are subject to certain regulatory limitations.
Participant accounts
Each participants account is credited with the participants contribution and allocations of
the Companys contribution and Plan earnings. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participants vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon.
Vesting in the Companys matching and discretionary contribution portion of their accounts plus
actual earnings thereon is based on years of service as follows:
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Years of Service |
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Percentage |
Less than 2 |
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20 |
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40 |
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60 |
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80 |
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100 |
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4
CPSI 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2005 and 2004
Note 1 Description of plan (continued)
Payment of benefits
On termination of service due to death, disability or retirement, a participant may elect to
receive either a lump-sum amount equal to the value of the participants account (all amounts
are 100% vested at the time of death, disability or retirement at Normal Retirement Age) or
monthly, quarterly or annual cash installments over a period of not more than the participants
assumed life expectancy. If employment terminates for reasons other than those listed above,
the participant will be entitled to receive only the vested percentage of his or her account
balance as a lump-sum distribution. Only employer matching and discretionary contributions are
subject to forfeiture.
Forfeited accounts
At December 31, 2005 and 2004, forfeited nonvested account balances totaled $24,453 and
$27,350, respectively. These amounts will be used to reduce future employer contributions.
Also, in 2005 and 2004, employer contributions were reduced by $52,881 and $36,415 from
forfeited nonvested accounts.
Note 2 Summary of significant accounting policies
Use of estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires the Plan Administrator to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and contingent liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Risks and uncertainties
The Plan invests in various managed funds that include U. S. Government securities, corporate
and governmental debt instruments, and corporate stocks. Investment securities, in general,
are exposed to various risks, such as interest rate, credit, and overall market volatility.
Due to the level of risk associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will occur in the near term and
that such changes could materially affect the amounts reported in the statements of net assets
available for benefits.
Investment valuation and income recognition
The Plans investments are stated at fair value. Units of common/collective trust funds,
mutual funds and common stock are valued at quoted market prices that represent the net asset
value of shares held by the Plan at year-end.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Payment of benefits
Benefits payments are recorded when paid.
5
CPSI 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2005 and 2004
Note 3 Administrative expenses
The Plans sponsor (the Company) paid the administrative expenses incurred by the Plan for the
year ended December 31, 2005 and 2004.
Note 4 Investments
The following presents investments at December 31, 2005 and 2004 that represent 5% or more of
the Plans net assets. All investments are participant directed.
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Description |
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2005 |
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2004 |
Pioneer Oak Ridge Large Cap Grow Fund |
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2,275,180 |
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$ |
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Federated Max-Cap Institution Service Fund |
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1,019,846 |
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936,243 |
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Dreyfus Appreciation |
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1,119,668 |
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354,366 |
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Dreyfus Disciplined Stock Fund |
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837,787 |
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772,417 |
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AmSouth Stable Principle Fund |
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5,391,645 |
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4,352,495 |
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Pioneer Classic Balanced Fund |
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1,069,099 |
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939,753 |
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Pioneer Value Fund |
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1,767,757 |
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1,428,162 |
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Fidelity Advisor Equity Growth Fund |
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2,128,903 |
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Fidelity Advisor Growth Opportunity Fund |
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653,306 |
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Franklin Balance Sheet Investment Fund |
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2,558,227 |
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2,217,788 |
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During 2005 and 2004, the Plans investments (including gains and losses on investments bought,
sold, and held during the year) appreciated (depreciated) in value as follows:
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2005 |
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2004 |
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Appreciation of investments at fair value
as determined by quoted market price |
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CPSI Common Stock |
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$ |
208,902 |
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$ |
34,905 |
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Common/collective trust funds |
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4,010 |
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10,873 |
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Mutual Funds |
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(223,664 |
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827,592 |
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$ |
(10,752 |
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$ |
873,370 |
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Note 5 Party-in-interest transactions
Certain Plan investments are shares of mutual funds managed by AMVESCAP National Trust Company, or by one of its affiliates, including AmSouth Bank.
AMVESCAP National Trust Company is the Trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions.
The Plan allows participants to purchase stock in the Company (the Plan sponsor). The total shares
allowable for acquisition is 400,000 shares of common stock. As of December 31, 2005 and 2004, the
Plan holds 13,740 and 10,421 shares, respectively, purchased from the open market. The purchases of
these shares qualify as party-in-interest transactions.
6
CPSI 401(k) RETIREMENT PLAN
Notes to Financial Statements
December 31, 2005 and 2004
Note 6 Plan Administration
The Plan Sponsor has appointed members of the Companys management group as the Plan
Administrator and AMVESCAP National Trust Company (AMVESCAP) as the Plan Trustee. AMVESCAP
Retirement, Inc., an affiliate of AMVESCAP, provides recordkeeping and other administrative
services to the Plan.
In July 2005, AMVESCAP Retirement, Inc. was acquired by a subsidiary of Merrill Lynch, The
Princeton Retirement Group, Inc. (Princeton). From July through December 2005, Princeton provided
the recordkeeping services to the Plan under the AMVESCAP name.
On June 27, 2005, certain funds of AmSouth Bank, an affiliate of AMVESCAP, were acquired by Pioneer
Investments, Inc. (Pioneer). As a result of this transaction, certain investment options available
to Plan participants changed. The AmSouth Large Cap Fund was merged into the Pioneer Oak Ridge
Large Cap Fund, the AmSouth Value Fund was merged into the Pioneer Value Fund, and the AmSouth
Balanced Fund became the Pioneer Classic Balanced Fund. Investment
information reported in Note 4
and the supplemental schedule to the financial statements reflect investment balances and activity
under the new fund names for both the 2005 and 2004 plan years.
Note 7 Plan termination
Although the Company has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions
of ERISA. In the event of Plan termination, all participants will become fully vested in their
accounts.
Note 8 Tax status
The Plan adopted a Prototype Basic Plan Document which received an opinion letter from the Internal
Revenue Service (IRS) on August 30, 2001 which stated that the Prototype Basic Plan Document is
designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan
has not received a determination letter from the IRS since adopting the Prototype Basic Plan
Document. However, the Plan Administrator believes that the Plan is currently designed and being
operated in compliance with the applicable requirements of the IRC. Therefore, no provision for
income taxes is included in the Plans financial statements.
7
CPSI 401(k) RETIREMENT PLAN
EIN: 74-3032373
Plan Number 001
Form 5500 Schedule H, Part IV, Item 4(i)
Schedule of Assets Held (at End of Year)
December 31, 2005
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(b) Identity of Issue, |
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(c) Description of investment including |
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borrower, lessor or |
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maturity date, rate of interest, collateral, |
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(e) Current |
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(a) |
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similar party |
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par or maturity value |
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Value |
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Goldman Sachs |
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8,494.9267 units Mid Cap Value Fund |
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$ |
297,322 |
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MFS |
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36,982.3761 units Research International Fund |
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622,413 |
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* |
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Pioneer |
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169,032.6565 units Oak Ridge Large Cap Grw Fund |
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2,275,180 |
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AmSouth Bank |
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539,164.494 units Stable Principal Fund |
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5,391,645 |
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Pioneer |
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101,130.2585 units Value Fund |
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1,767,757 |
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Pioneer |
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99,451.0970 units Classic Balanced Fund |
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1,069,099 |
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* |
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CPSI |
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13,739.6177 units CPSI Stock Fund |
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523,084 |
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Franklin |
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41,442.2036 units Franklin Balance Sheet Investment Fund |
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2,558,227 |
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Federated |
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41,272.5843 units Federated Max Cap Institution Service Fund |
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1,019,846 |
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Dreyfus |
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24,838.0401 units Dreyfus Disciplined Stock Fund |
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837,787 |
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Dreyfus |
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28,167.7462 units Dreyfus Appreciation Fund |
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1,119,668 |
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MFS |
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848.8427 units MFS Value Fund |
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19,651 |
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Fidelity |
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19,913.5879 units Fidelity Advisor Dividend Growth Fund |
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240,357 |
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$ |
17,742,036 |
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* |
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Represents a Party-in-interest |
Column (d) is not presented as these are participant directed accounts.
8
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the Plan has duly caused this annual report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Dated: June 27, 2006.
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CPSI 401(K) RETIREMENT PLAN |
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By: |
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Computer Programs and Systems, Inc. |
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By:
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/s/ M. Stephen Walker |
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M. Stephen Walker |
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Vice President Finance and |
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Chief Financial Officer |
9
EXHIBIT INDEX
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Exhibit No. |
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Description |
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23.1 |
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Consent of Grant Thornton, LLP |