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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 11-K
(Mark One):
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2005
OR
     
o   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:
     
 
  Computer Programs and Systems, Inc.
 
  6600 Wall Street
 
  Mobile, Alabama 36695
 
 

 


 

REQUIRED INFORMATION
Item 4.   The CPSI 401(k) Retirement Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”), and the Plan’s 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
         
    Page  
(a) Financial Statements
       
 
       
    1  
 
       
Audited Financial Statements:
       
 
       
    2  
 
       
    3  
 
       
    4  
 
       
(b) Supplemental Schedule
       
 
       
    8  

i


 

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 Plan’s 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 Plan’s 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 Labor’s 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
                 
    2005     2004  
ASSETS
               
 
               
Investments, at fair value
  $ 17,742,036     $ 14,625,252  
 
               
Receivables
               
Employer’s contributions
    507,762       537,158  
 
           
 
               
Total receivables
    507,762       537,158  
 
           
 
               
Total assets
    18,249,798       15,162,410  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 18,249,798     $ 15,162,410  
 
           
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
                 
    2005     2004  
Additions
               
 
               
Additions to net assets attributed to:
               
Investment earnings
               
Net (depreciation) appreciation in fair value of investments
  $ (10,752 )   $ 873,370  
Interest and dividends
    1,106,721       239,659  
 
           
 
               
 
    1,095,969       1,113,029  
 
               
Contributions
               
Participants
    1,836,353       1,640,689  
Employer
    1,000,475       1,059,200  
 
           
 
               
 
    2,836,828       2,699,889  
 
           
 
               
Total additions
    3,932,797       3,812,918  
 
           
 
               
Deductions
               
 
               
Deductions from net assets attributed to benefits paid to participants
    845,409       664,202  
 
           
 
               
Total deductions
    845,409       664,202  
 
           
 
               
Net increase
    3,087,388       3,148,716  
 
               
NET ASSETS AVAILABLE FOR BENEFITS
               
 
               
BEGINNING OF YEAR
    15,162,410       12,013,694  
 
           
 
               
END OF YEAR
  $ 18,249,798     $ 15,162,410  
 
           
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 Plan’s 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 participant’s 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 Company’s 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 participant’s account is credited with the participant’s contribution and allocations of the Company’s 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 participant’s vested account.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of service as follows:
         
Years of Service   Percentage
Less than 2     0 %
2     20 %
3     40 %
4     60 %
5     80 %
6     100 %

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 participant’s 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 participant’s 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 Plan’s 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 Plan’s 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 Plan’s net assets. All investments are participant directed.
                 
Description   2005   2004
Pioneer Oak Ridge Large Cap Grow Fund
  $ 2,275,180     $  
Federated Max-Cap Institution Service Fund
    1,019,846       936,243  
Dreyfus Appreciation
    1,119,668       354,366  
Dreyfus Disciplined Stock Fund
    837,787       772,417  
AmSouth Stable Principle Fund
    5,391,645       4,352,495  
Pioneer Classic Balanced Fund
    1,069,099       939,753  
Pioneer Value Fund
    1,767,757       1,428,162  
Fidelity Advisor Equity Growth Fund
          2,128,903  
Fidelity Advisor Growth Opportunity Fund
          653,306  
Franklin Balance Sheet Investment Fund
    2,558,227       2,217,788  
During 2005 and 2004, the Plan’s investments (including gains and losses on investments bought, sold, and held during the year) appreciated (depreciated) in value as follows:
                 
    2005     2004  
Appreciation of investments at fair value as determined by quoted market price
       
CPSI Common Stock
  $ 208,902     $ 34,905  
Common/collective trust funds
    4,010     10,873  
Mutual Funds
  (223,664 )   827,592  
 
           
 
  $ (10,752 )   $ 873,370  
 
           
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 Company’s 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 Plan’s 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
                 
    (b) Identity of Issue,   (c) Description of investment including      
    borrower, lessor or   maturity date, rate of interest, collateral,   (e) Current  
(a)   similar party   par or maturity value         Value  
 
  Goldman Sachs   8,494.9267 units Mid Cap Value Fund   $ 297,322  
     
 
  MFS   36,982.3761 units Research International Fund     622,413  
     
*
  Pioneer   169,032.6565 units Oak Ridge Large Cap Grw Fund     2,275,180  
     
*
  AmSouth Bank   539,164.494 units Stable Principal Fund     5,391,645  
     
*
  Pioneer   101,130.2585 units Value Fund     1,767,757  
     
*
  Pioneer   99,451.0970 units Classic Balanced Fund     1,069,099  
     
*
  CPSI   13,739.6177 units CPSI Stock Fund     523,084  
     
 
  Franklin   41,442.2036 units Franklin Balance Sheet Investment Fund     2,558,227  
     
 
  Federated   41,272.5843 units Federated Max Cap Institution Service Fund     1,019,846  
     
 
  Dreyfus   24,838.0401 units Dreyfus Disciplined Stock Fund     837,787  
     
 
  Dreyfus   28,167.7462 units Dreyfus Appreciation Fund     1,119,668  
     
 
  MFS   848.8427 units MFS Value Fund     19,651  
     
 
  Fidelity   19,913.5879 units Fidelity Advisor Dividend Growth Fund     240,357  
 
             
     
 
          $ 17,742,036  
 
             
 
*   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.
             
    CPSI 401(K) RETIREMENT PLAN
 
           
    By:   Computer Programs and Systems, Inc.
 
           
 
      By:        /s/ M. Stephen Walker
 
           
 
               M. Stephen Walker
 
               Vice President — Finance and
 
               Chief Financial Officer

9


 

EXHIBIT INDEX
         
Exhibit No.   Description
  23.1    
Consent of Grant Thornton, LLP