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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2009.



| ̈ | 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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                              |  |  |  |                            
|--------------------------------------------- |  |  |  | ---------------------------
|Large accelerated filer  ̈                     |  |  |  | Accelerated filer x        
|                                              |  | 
|Non-accelerated filer  ̈                       |  |  |  | Smaller reporting company  ̈
|(Do not check if a smaller reporting company) |  |  |  |                            

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 8, 2009, there were 10,955,954 shares of the issuers common stock outstanding.









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COMPUTER PROGRAMS AND SYSTEMS, INC.

Form 10-Q

(For the three months
ended March 31, 2009)

INDEX



|         |  |                                                                                             |  |   
|-------- |  | ------------------------------------------------------------------------------------------- |  | --
|PART I.  |  | FINANCIAL INFORMATION                                                                       |  |   
|         |  |                                                                                            
|Item 1.  |  | Financial Statements                                                                        |  | 3 
|         |  |                                                                                            
|         |  | Condensed Balance Sheets  March 31, 2009 (unaudited) and December 31, 2008                 |  | 3 
|         |  | Condensed Statements of Income (unaudited)  Three Months Ended March 31, 2009 and
2008     |  | 4 
|         |  | Condensed Statement of Stockholders Equity (unaudited)  Three Months Ended March 31,
2009 |  | 5 
|         |  | Condensed Statements of Cash Flows (unaudited)  Three Months Ended March 31, 2009 and
2008 |  | 6 
|         |  | Notes to Condensed Financial Statements (unaudited)                                         |  | 7 
|         |  |                                                                                            
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations       |  | 14
|         |  |                                                                                            
|Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                                  |  | 19
|         |  |                                                                                            
|Item 4.  |  | Controls and Procedures                                                                     |  | 20
|         |  |                                                                                            
|PART II. |  | OTHER INFORMATION                                                                           |  |   
|         |  |                                                                                            
|Item 1.  |  | Legal Proceedings                                                                           |  | 20
|         |  |                                                                                            
|Item 1A. |  | Risk Factors                                                                                |  | 20
|         |  |                                                                                            
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                 |  | 21
|         |  |                                                                                            
|Item 3.  |  | Defaults Upon Senior Securities                                                             |  | 21
|         |  |                                                                                            
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                         |  | 21
|         |  |                                                                                            
|Item 5.  |  | Other Information                                                                           |  | 21
|         |  |                                                                                            
|Item 6.  |  | Exhibits                                                                                    |  | 21



2



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PART I

FINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

COMPUTER PROGRAMS AND
SYSTEMS, INC.

CONDENSED BALANCE SHEETS



|                                                                                                                                |  |               |            |   |                  |   |            |  
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                |  | March 31,2009 |            |   | December 31,2008 |  
|                                                                                                                                |  | (Unaudited)   |            |   |                  |  
|Assets                                                                                                                          |  |               |            |   |                  |   |            |  
|Current assets:                                                                                                                 |  |               |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                       |  | $             | 12,246,191 |   |                  | $ | 11,744,466 |  
|Investments                                                                                                                     |  |               | 11,962,917 |   |                  |   | 11,845,646 |  
|Accounts receivable, net of allowance for doubtful accounts of $591,000 and $628,000, respectively                              |  |               | 16,708,169 |   |                  |   | 15,600,865 |  
|Financing receivables, current portion                                                                                          |  |               | 2,236,021  |   |                  |   | 2,357,014  |  
|Inventories                                                                                                                     |  |               | 1,485,477  |   |                  |   | 1,374,302  |  
|Deferred tax assets                                                                                                             |  |               | 1,380,397  |   |                  |   | 1,331,708  |  
|Prepaid income taxes                                                                                                            |  |               |           |   |                  |   | 319,152    |  
|Prepaid expenses                                                                                                                |  |               | 576,943    |   |                  |   | 501,265    |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Total current assets                                                                                                            |  |               | 46,596,115 |   |                  |   | 45,074,418 |  
|Property and equipment                                                                                                          |  |               |            |   |                  |   |            |  
|Land                                                                                                                            |  |               | 936,026    |   |                  |   | 936,026    |  
|Maintenance equipment                                                                                                           |  |               | 3,509,890  |   |                  |   | 3,442,925  |  
|Computer equipment                                                                                                              |  |               | 5,993,549  |   |                  |   | 5,818,875  |  
|Office furniture and equipment                                                                                                  |  |               | 1,835,274  |   |                  |   | 1,749,348  |  
|Automobiles                                                                                                                     |  |               | 132,926    |   |                  |   | 132,926    |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|                                                                                                                                |  |               | 12,407,665 |   |                  |   | 12,080,100 |  
|Less accumulated depreciation                                                                                                   |  |               | (7,704,284 | ) |                  |   | (7,267,069 | )
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Net property and equipment                                                                                                      |  |               | 4,703,381  |   |                  |   | 4,813,031  |  
|Financing receivables, net of current portion                                                                                   |  |               | 2,928,207  |   |                  |   | 2,979,639  |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Total assets                                                                                                                    |  | $             | 54,227,703 |   |                  | $ | 52,867,088 |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Liabilities and Stockholders Equity                                                                                            |  |               |            |   |                  |   |            |  
|Current liabilities:                                                                                                            |  |               |            |   |                  |   |            |  
|Accounts payable                                                                                                                |  | $             | 1,361,023  |   |                  | $ | 1,829,505  |  
|Deferred revenue                                                                                                                |  |               | 3,654,285  |   |                  |   | 3,728,356  |  
|Accrued vacation                                                                                                                |  |               | 2,370,831  |   |                  |   | 2,297,116  |  
|Income taxes payable                                                                                                            |  |               | 1,212,237  |   |                  |   |           |  
|Other accrued liabilities                                                                                                       |  |               | 2,803,528  |   |                  |   | 3,996,547  |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Total current liabilities                                                                                                       |  |               | 11,401,904 |   |                  |   | 11,851,524 |  
|                                                                                                                                |  |              
|Deferred tax liabilities                                                                                                        |  |               | 714,932    |   |                  |   | 456,394    |  
|                                                                                                                                |  |              
|Stockholders equity:                                                                                                           |  |               |            |   |                  |   |            |  
|Common stock, par value $0.001 per share; 30,000,000 shares authorized; 10,951,785 and 10,893,751 shares issued and
outstanding |  |               | 10,952     |   |                  |   | 10,894     |  
|Additional paid-in capital                                                                                                      |  |               | 28,464,057 |   |                  |   | 27,006,573 |  
|Accumulated other comprehensive income                                                                                          |  |               | 48,519     |   |                  |   | 56,715     |  
|Retained earnings                                                                                                               |  |               | 13,587,339 |   |                  |   | 13,484,988 |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Total stockholders equity                                                                                                      |  |               | 42,110,867 |   |                  |   | 40,559,170 |  
|                                                                                                                                |  |               |            |   |                  |   |            |  
|Total liabilities and stockholders equity                                                                                      |  | $             | 54,227,703 |   |                  | $ | 52,867,088 |  
|                                                                                                                                |  |               |            |   |                  |   |            |  

See accompanying notes.



3



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COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENTS OF INCOME (Unaudited)



|                                    |  |                              |            |      |   |           
|----------------------------------- |  | ---------------------------- | ---------- | ---- | - | ----------
|                                    |  | Three months ended March 31,
|                                    |  | 2009                         |            | 2008
|Sales revenues:                     |  |                              |            |      |   |           
|System sales                        |  | $                            | 9,616,854  |      | $ | 10,655,360
|Support and maintenance             |  |                              | 13,833,393 |      |   | 13,085,769
|Business management services        |  |                              | 6,685,502  |      |   | 5,776,139 
|                                    |  |                              |            |      |   |           
|Total sales revenues                |  |                              | 30,135,749 |      |   | 29,517,268
|                                    |  |                             
|Costs of sales:                     |  |                              |            |      |   |           
|System sales                        |  |                              | 7,806,776  |      |   | 7,902,583 
|Support and maintenance             |  |                              | 4,940,858  |      |   | 4,797,344 
|Business management services        |  |                              | 3,881,875  |      |   | 3,585,418 
|                                    |  |                              |            |      |   |           
|Total costs of sales                |  |                              | 16,629,509 |      |   | 16,285,345
|                                    |  |                              |            |      |   |           
|Gross profit                        |  |                              | 13,506,240 |      |   | 13,231,923
|                                    |  |                             
|Operating expenses:                 |  |                              |            |      |   |           
|Sales and marketing                 |  |                              | 2,075,962  |      |   | 2,259,758 
|General and administrative          |  |                              | 5,141,986  |      |   | 5,474,351 
|                                    |  |                              |            |      |   |           
|Total operating expenses            |  |                              | 7,217,948  |      |   | 7,734,109 
|                                    |  |                              |            |      |   |           
|Operating income                    |  |                              | 6,288,292  |      |   | 5,497,814 
|                                    |  |                             
|Other income:                       |  |                              |            |      |   |           
|Interest income                     |  |                              | 233,177    |      |   | 265,248   
|                                    |  |                              |            |      |   |           
|Total other income                  |  |                              | 233,177    |      |   | 265,248   
|                                    |  |                              |            |      |   |           
|Income before taxes                 |  |                              | 6,521,469  |      |   | 5,763,062 
|                                    |  |                             
|Income taxes                        |  |                              | 2,496,186  |      |   | 2,257,056 
|                                    |  |                              |            |      |   |           
|Net income                          |  | $                            | 4,025,283  |      | $ | 3,506,006 
|                                    |  |                              |            |      |   |           
|Net income per share - basic        |  | $                            | 0.37       |      | $ | 0.32      
|                                    |  |                              |            |      |   |           
|Net income per share - diluted      |  | $                            | 0.37       |      | $ | 0.32      
|                                    |  |                              |            |      |   |           
|Weighted average shares outstanding |  |                              |            |      |   |           
|Basic                               |  |                              | 10,906,147 |      |   | 10,825,338
|Diluted                             |  |                              | 10,911,905 |      |   | 10,847,062
|                                    |  |                             
|Dividends declared per share        |  | $                            | 0.36       |      | $ | 0.36      
|                                    |  |                              |            |      |   |           

See accompanying notes.



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COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)



|                                                         |  |              |  |             |        |                          |   |                                     |  |   |                  |   |  |                          |            |   |  |   |            |  
|-------------------------------------------------------- |  | ------------ |  | ----------- | ------ | ------------------------ | - | ----------------------------------- |  | - | ---------------- | - |  | ------------------------ | ---------- | - |  | - | ---------- | -
|                                                         |  | CommonShares |  | CommonStock |        | AdditionalPaid-inCapital |   | AccumulatedOtherComprehensiveIncome |  |   | RetainedEarnings |   |  | TotalStockholdersEquity |           
|Balance at December 31, 2008                             |  | 10,893,751   |  | $           | 10,894 |                          | $ | 27,006,573                          |  | $ | 56,715           |   |  | $                        | 13,484,988 |   |  | $ | 40,559,170 |  
|                                                         |  |              |  |             |        |                         
|Net income                                               |  |              |  |             |        |                          |   |                                     |  |   |                  |   |  |                          | 4,025,283  |   |  |   | 4,025,283  |  
|Issuance of common stock                                 |  | 58,034       |  |             | 58     |                          |   | 957,503                             |  |   |                  |   |  |                          |            |   |  |   | 957,561    |  
|Unrealized loss on investments held for sale, net of tax |  |              |  |             |        |                          |   |                                     |  |   | (8,196           | ) |  |                          |            |   |  |   | (8,196     | )
|Stock-based compensation                                 |  |              |  |             |        |                          |   | 229,995                             |  |   |                  |   |  |                          |            |   |  |   | 229,995    |  
|Dividends                                                |  |              |  |             |        |                          |   |                                     |  |   |                  |   |  |                          | (3,922,932 | ) |  |   | (3,922,932 | )
|Income tax benefit from stock option exercises           |  |              |  |             |        |                          |   | 269,986                             |  |   |                  |   |  |                          |            |   |  |   | 269,986    |  
|                                                         |  |              |  |             |        |                          |   |                                     |  |   |                  |   |  |                          |            |   |  |   |            |  
|Balance at March 31, 2009                                |  | 10,951,785   |  | $           | 10,952 |                          | $ | 28,464,057                          |  | $ | 48,519           |   |  | $                        | 13,587,339 |   |  | $ | 42,110,867 |  
|                                                         |  |              |  |             |        |                          |   |                                     |  |   |                  |   |  |                          |            |   |  |   |            |  

See accompanying notes.



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COMPUTER PROGRAMS AND SYSTEMS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)



|                                                   |  |                              |            |   |      |   |            |  
|-------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                   |  | Three months ended March 31, |           
|                                                   |  | 2009                         |            |   | 2008 |  
|Operating Activities                               |  |                              |            |   |      |   |            |  
|Net income                                         |  | $                            | 4,025,283  |   |      | $ | 3,506,006  |  
|Adjustments to net income:                         |  |                              |            |   |      |   |            |  
|Provision for bad debt                             |  |                              | 44,500     |   |      |   | 560,000    |  
|Deferred taxes                                     |  |                              | 214,927    |   |      |   | (139,988   | )
|Share-based compensation                           |  |                              | 229,995    |   |      |   | 224,162    |  
|Income tax benefit from stock option exercises     |  |                              | (269,986   | ) |      |   | (5,778     | )
|Income tax benefit from restricted stock dividends |  |                              |           |   |      |   | (10,852    | )
|Depreciation                                       |  |                              | 437,215    |   |      |   | 478,130    |  
|Changes in operating assets and liabilities:       |  |                              |            |   |      |   |            |  
|Accounts receivable                                |  |                              | (1,151,804 | ) |      |   | (613,687   | )
|Financing receivables                              |  |                              | 172,425    |   |      |   | 228,473    |  
|Inventories                                        |  |                              | (111,175   | ) |      |   | (63,783    | )
|Prepaid expenses                                   |  |                              | (75,678    | ) |      |   | 123,988    |  
|Accounts payable                                   |  |                              | (468,482   | ) |      |   | (130,472   | )
|Deferred revenue                                   |  |                              | (74,071    | ) |      |   | (417,710   | )
|Other liabilities                                  |  |                              | (1,119,304 | ) |      |   | (1,319,930 | )
|Income taxes payable                               |  |                              | 1,801,376  |   |      |   | 1,910,330  |  
|                                                   |  |                              |            |   |      |   |            |  
|Net cash provided by operating activities          |  |                              | 3,655,221  |   |      |   | 4,328,889  |  
|                                                   |  |                             
|Investing Activities                               |  |                              |            |   |      |   |            |  
|Purchases of property and equipment                |  |                              | (327,565   | ) |      |   | (311,193   | )
|Purchases of investments                           |  |                              | (130,546   | ) |      |   | (161,253   | )
|                                                   |  |                              |            |   |      |   |            |  
|Net cash used in investing activities              |  |                              | (458,111   | ) |      |   | (472,446   | )
|                                                   |  |                             
|Financing Activities                               |  |                              |            |   |      |   |            |  
|Proceeds from exercise of stock options            |  |                              | 957,561    |   |      |   | 57,914     |  
|Income tax benefit from restricted stock dividends |  |                              |           |   |      |   | 10,852     |  
|Income tax benefit from stock option exercises     |  |                              | 269,986    |   |      |   | 5,778      |  
|Dividends paid                                     |  |                              | (3,922,932 | ) |      |   | (3,896,755 | )
|                                                   |  |                              |            |   |      |   |            |  
|Net cash used in financing activities              |  |                              | (2,695,385 | ) |      |   | (3,822,211 | )
|                                                   |  |                              |            |   |      |   |            |  
|Increase in cash and cash equivalents              |  |                              | 501,725    |   |      |   | 34,232     |  
|                                                   |  |                             
|Cash and cash equivalents at beginning of period   |  |                              | 11,744,466 |   |      |   | 11,806,017 |  
|                                                   |  |                              |            |   |      |   |            |  
|Cash and cash equivalents at end of period         |  | $                            | 12,246,191 |   |      | $ | 11,840,249 |  
|                                                   |  |                              |            |   |      |   |            |  
|Cash paid for income taxes, net of refund          |  | $                            | 495,158    |   |      | $ | 486,715    |  

See accompanying notes.



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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 audited financial statements of Computer Programs and Systems, Inc. (the
Company) for the year ended December 31, 2008 and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2008.



|2. | REVENUE RECOGNITION
|-- | -------------------

The Company recognizes revenue
in accordance with accounting principles generally accepted in the United States of America, principally:



| |  |  | Statement of Position (SOP) No. 972, Software Revenue Recognition, issued by the American Institute of Certified Public Accountants
(AICPA).
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | AICPA SOP No. 989, Modification of SOP 972, Software Revenue Recognition, With Respect to Certain Transactions.
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements, issued by the SEC, as amended by SAB No. 104.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Emerging Issues Task Force (EITF) Issue 003, Application of AICPA Statement of Position 972 to Arrangements That Include the Right to
Use Software Stored on Another Entities Hardware.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EITF Issue 035, Applicability of AICPA Statement of Position 972 to NonSoftware Deliverables in an Arrangement Containing
MoreThanIncidental Software.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

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 business management services, which includes electronic billing, statement processing, payroll processing and accounts receivable management.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company enters into contractual obligations to sell hardware, perpetual software licenses, installation and training
services, and maintenance services. Revenue from hardware sales is recognized upon shipment, when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is probable. Revenue from the
perpetual software licenses and installation and training services are recognized using the residual method. The residual method allocates an amount of the arrangement to the elements for which fair value can be determined and any remaining
arrangement consideration (the residual revenue) is then allocated to the delivered elements. The fair value of maintenance services is determined based on vendor specific objective evidence (VSOE) of fair value and is
deferred and recognized as revenue ratably over the maintenance term. VSOE of fair value of maintenance services is determined by reference to the price the Companys customers are required to pay for the services when sold separately via
renewals. The residual revenue is allocated to the perpetual license and installation and training services and is recognized over the term that the installation and training services are performed for the entire arrangement. The method of
recognizing revenue for the perpetual license for the associated modules included in the arrangement and related installation and training services over the term the services are performed is on a module by module basis as the respective
installation and training for each specific module is completed as this is representative of the pattern of provision of these services. The installation and training services are normally completed in three to four weeks.

Revenue derived from maintenance contracts primarily includes revenue from software application support, hardware maintenance, continuing education and
related services. Maintenance contracts are typically sold for a separate fee with initial



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contract periods ranging from one to seven years, with renewal for additional periods thereafter. Maintenance revenue is recognized ratably over the term of
the maintenance agreement.

The Company accounts for ASP contracts in accordance with the EITF 003, Application of AICPA Statement
of Position 972 to Arrangements That Include the Right to Use Software Stored on Another Entitys Hardware. EITF 003 states that the software element of ASP services is covered by SOP 972 only if the customer has the
contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for the customer to either run the software on its own hardware or contract with another party related to the
vendor to host the software. Each ASP contract includes a system purchase and buyout clause, and this clause specifies the total amount of the system buyout.

In addition, a clause is included which states that should the system be bought out by the customer, the customer would be required to enter into a general support agreement (for postcontract support services)
for the remainder of the original ASP term. Accordingly, the Company has concluded that ASP customers do not have the right to take possession of the system without significant penalty (i.e. the purchase price of the system), and thus ASP revenue of
the Company does not fall within the scope of SOP 972. In accordance with SAB No. 104, revenue is recognized when the services are performed.

Revenue for ISP and business management services are recognized in the period in which the services are performed.



|3. | DETAILS OF BALANCE SHEET AMOUNTS
|-- | --------------------------------

Other accrued
liabilities are comprised of the following:



|                        |  |               |           |                  |   |          
|----------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                        |  | March 31,2009 |           | December 31,2008
|Salaries and benefits   |  | $             | 1,422,840 |                  | $ | 2,686,862
|Commissions             |  |               | 326,990   |                  |   | 374,990  
|Self-insurance reserves |  |               | 466,500   |                  |   | 395,900  
|Other                   |  |               | 587,198   |                  |   | 538,795  
|                        |  |               |           |                  |   |          
|                        |  | $             | 2,803,528 |                  | $ | 3,996,547
|                        |  |               |           |                  |   |          



|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 stockholders 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, 2009:



|                                                                        |  |               |            |                 |   |                  |  |           |        |  |   |           
|----------------------------------------------------------------------- |  | ------------- | ---------- | --------------- | - | ---------------- |  | --------- | ------ |  | - | ----------
|                                                                        |  | AmortizedCost |            | UnrealizedGains |   | UnrealizedLosses |  | FairValue
|Short term investments (cash and accrued income)                        |  | $             | 634,212    |                 | $ |                 |  | $         |       |  | $ | 634,212   
|Obligations of U.S. Treasury, U.S. government corporations and agencies |  |               | 4,719,753  |                 |   | 50,458           |  |           | 164    |  |   | 4,770,047 
|Mortgage backed securities                                              |  |               | 194,549    |                 |   |                 |  |           | 2,620  |  |   | 191,929   
|Corporate bonds                                                         |  |               | 6,304,982  |                 |   | 89,842           |  |           | 28,095 |  |   | 6,366,729 
|                                                                        |  |               |            |                 |   |                  |  |           |        |  |   |           
|                                                                        |  | $             | 11,853,496 |                 | $ | 140,300          |  | $         | 30,879 |  | $ | 11,962,917
|                                                                        |  |               |            |                 |   |                  |  |           |        |  |   |           



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##### Table of Contents

Shown below are the amortized cost and estimated fair value of securities with fixed maturities at
March 31, 2009, by contract maturity date. Actual maturities may differ from contractual maturities because issuers of certain securities retain early call or prepayment rights.



|               |  |               |            |           |   |           
|-------------- |  | ------------- | ---------- | --------- | - | ----------
|               |  | AmortizedCost |            | FairValue
|Due in 2009    |  | $             | 6,472,420  |           | $ | 6,522,391 
|Due in 2010    |  |               | 3,306,777  |           |   | 3,327,712 
|Due in 2011    |  |               | 1,879,750  |           |   | 1,920,885 
|Due thereafter |  |               | 194,549    |           |   | 191,929   
|               |  |               |            |           |   |           
|               |  | $             | 11,853,496 |           | $ | 11,962,917
|               |  |               |            |           |   |           

Investments are comprised of the following at December 31, 2008:



|                                                                        |  |               |            |                 |   |                  |  |           |        |  |   |           
|----------------------------------------------------------------------- |  | ------------- | ---------- | --------------- | - | ---------------- |  | --------- | ------ |  | - | ----------
|                                                                        |  | AmortizedCost |            | UnrealizedGains |   | UnrealizedLosses |  | FairValue
|Short term investments (cash and accrued income)                        |  | $             | 650,092    |                 | $ | 83               |  | $         |       |  | $ | 650,175   
|Obligations of U.S. Treasury, U.S. government corporations and agencies |  |               | 4,753,603  |                 |   | 86,135           |  |           |       |  |   | 4,839,738 
|Mortgage backed securities                                              |  |               | 197,026    |                 |   |                 |  |           | 7,302  |  |   | 189,724   
|Corporate bonds                                                         |  |               | 6,151,949  |                 |   | 44,569           |  |           | 30,509 |  |   | 6,166,009 
|                                                                        |  |               |            |                 |   |                  |  |           |        |  |   |           
|                                                                        |  | $             | 11,752,670 |                 | $ | 130,787          |  | $         | 37,811 |  | $ | 11,845,646
|                                                                        |  |               |            |                 |   |                  |  |           |        |  |   |           



|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 Company uses the treasury stock method to calculate the impact of outstanding stock options. Potentially dilutive shares are derived from outstanding
stock options that have an exercise price less than the weighted average market price of our common stock. The difference between basic and diluted EPS is solely attributable to stock options. For the three month periods ended March 31, 2009
and 2008, these dilutive shares were 5,758 and 21,724, respectively.

As described in Note 11, Recent Accounting Pronouncements,
the Company adopted FSP EITF 03-6-1 on January 1, 2009. The Companys unvested restricted shares contain rights to receive nonforfeitable dividends, and thus, are participating securities requiring the two class method of computing
earnings per share. The weighted average shares outstanding and net income per share for the three month periods ended March 31, 2009 and March 31, 2008 were computed in accordance with FSP EITF 03-6-1.



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|6. | INCOME TAXES
|-- | ------------

The Company accounts for income taxes
using the liability method in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. Deferred income taxes arise from the temporary differences in the recognition of income
and expenses for tax purposes. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Deferred tax assets and liabilities are comprised of the
following at March 31, 2009 and December 31, 2008:



|                               |  |               |           |                  |   |          
|------------------------------ |  | ------------- | --------- | ---------------- | - | ---------
|                               |  | March 31,2009 |           | December 31,2008
|Deferred tax assets:           |  |               |           |                  |   |          
|Accounts receivable            |  | $             | 230,428   |                  | $ | 245,008  
|Accrued vacation               |  |               | 924,624   |                  |   | 895,875  
|Stock-based compensation       |  |               | 48,954    |                  |   | 382,291  
|Accrued liabilities            |  |               | 351,689   |                  |   | 322,248  
|                               |  |               |           |                  |   |          
|Total deferred tax assets      |  | $             | 1,555,695 |                  | $ | 1,845,422
|                               |  |               |           |                  |   |          
|Deferred tax liabilities:      |  |               |           |                  |   |          
|Other comprehensive income     |  | $             | 31,170    |                  | $ | 36,247   
|Depreciation                   |  |               | 859,060   |                  |   | 933,861  
|                               |  |               |           |                  |   |          
|Total deferred tax liabilities |  | $             | 890,230   |                  | $ | 970,108  
|                               |  |               |           |                  |   |          

Significant components of the Companys income tax provision in the Condensed Statements of
Income for the three months ended March 31 is as follows:



|                           |  |      |           |      |   |           |  
|-------------------------- |  | ---- | --------- | ---- | - | --------- | -
|                           |  | 2009 |           | 2008 |  
|Current provision:         |  |      |           |      |   |           |  
|Federal                    |  | $    | 1,853,775 |      | $ | 1,955,630 |  
|State                      |  |      | 427,485   |      |   | 441,414   |  
|Deferred provision:        |  |      |           |      |   |           |  
|Federal                    |  |      | 192,882   |      |   | (125,630  | )
|State                      |  |      | 22,044    |      |   | (14,358   | )
|                           |  |      |           |      |   |           |  
|Total income tax provision |  | $    | 2,496,186 |      | $ | 2,257,056 |  
|                           |  |      |           |      |   |           |  

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:



|                                             |  |      |           |   |      |   |           |  
|-------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                             |  | 2009 |           |   | 2008 |  
|Income taxes at U. S. Federal statutory rate |  | $    | 2,282,514 |   |      | $ | 2,017,072 |  
|State income tax, net of federal tax effect  |  |      | 299,909   |   |      |   | 263,634   |  
|Other                                        |  |      | (86,237   | ) |      |   | (23,650   | )
|                                             |  |      |           |   |      |   |           |  
|Total income tax provision                   |  | $    | 2,496,186 |   |      | $ | 2,257,056 |  
|                                             |  |      |           |   |      |   |           |  

The Company had unrecognized tax benefits of $180,359 related to uncertain tax positions as of
March 31, 2009 under the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes(FIN 48) which is recorded in Other accrued liabilities on the Balance Sheet. No accrued interest or penalties
for such positions is recorded. The tax years 2006, 2007 and 2008 federal returns remain open to examination, and the tax years 2004  2008 remain open to other taxing jurisdictions to which the Company is subject.



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|7. | STOCK BASED COMPENSATION
|-- | ------------------------

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 the 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 recorded
compensation costs as the requisite service was rendered for the unvested portion of previously issued awards that remained outstanding at the initial date of adoption and any awards issued, modified, repurchased, or cancelled after the effective
date of SFAS 123R.

The following table shows total stock-based compensation expense for the three months ended March 31, 2009 and
2008, included in the Condensed Statements of Income:



|                                         |  |                    |         |                |   |        
|---------------------------------------- |  | ------------------ | ------- | -------------- | - | -------
|                                         |  | Three Months Ended
|                                         |  | March 31, 2009     |         | March 31, 2008
|Costs of sales                           |  | $                  | 74,997  |                | $ | 74,997 
|Operating expenses                       |  |                    | 154,998 |                |   | 149,165
|                                         |  |                    |         |                |   |        
|Pre-tax stock-based compensation expense |  |                    | 229,995 |                |   | 224,162
|Less: income tax effect                  |  |                    | 89,698  |                |   | 88,544 
|                                         |  |                    |         |                |   |        
|Net stock-based compensation expense     |  | $                  | 140,297 |                | $ | 135,618
|                                         |  |                    |         |                |   |        

2002 Stock Option Plan

Under the 2002 Stock Option Plan, as amended, 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 during 2008 or the first three months of 2009.



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##### Table of Contents

A summary of stock option activity under the plan during the three month periods ended March 31,
2009 and 2008 is as follows:



|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|------------------------------------------------------------------ |  | -------------- | - | -------------- | ------------- | ------- | ------ | ------- | - | ------------- | - | -------
|                                                                   |  | March 31, 2009 |   | March 31, 2008
|                                                                   |  | Shares         |   |                | ExercisePrice |         | Shares |         |   | ExercisePrice
|Outstanding at beginning of year                                   |  | 82,608         |   |                | $             | 16.50   |        | 152,444 |   |               | $ | 16.50  
|Granted                                                            |  |               |   |                |               |        |        |        |   |               |   |       
|Exercised                                                          |  | (58,034        | ) |                |               | 16.50   |        | (3,507  | ) |               |   | 16.50  
|Forfeited                                                          |  |               |   |                |               |        |        |        |   |               |   |       
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Outstanding at end of period                                       |  | 24,574         |   |                | $             | 16.50   |        | 148,937 |   |               | $ | 16.50  
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Exercisable at end of period                                       |  | 24,574         |   |                | $             | 16.50   |        | 148,937 |   |               | $ | 16.50  
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Shares available for future grants under the plan as end of period |  |                |   |                |               | 495,134 |        |         |   |               |   | 495,134
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Weighted-average grant date fair value                             |  |                |   |                | $             |        |        |         |   |               | $ |       
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Weighted-average remaining contractual life                        |  |                |   |                |               | 0.3     |        |         |   |               |   | 1.3    
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Aggregate intrinsic value outstanding options                      |  |                |   |                | $             | 412,106 |        |         |   |               |   |        
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        
|Aggregate intrinsic value exercisable options                      |  |                |   |                | $             | 412,106 |        |         |   |               |   |        
|                                                                   |  |                |   |                |               |         |        |         |   |               |   |        

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 2009 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 stock.

The aggregate intrinsic value of options exercised during the quarters ended March 31, 2009
and March 31, 2008 was $768,308 and $19,893, respectively.

As of March 31, 2009, there was no unrecognized compensation cost
related to non-vested share-based compensation arrangements granted under the existing stock option plan.

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 under the 2005 Restricted Stock Plan. 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. On May 17, 2006, the Compensation Committee of the Board of Directors approved the grant of 17,810 shares of restricted stock to its newly named Chief Operating Officer of the Company. The grant date fair
value was $42.11 per share. The restricted stock vests in five equal annual installments commencing January 30, 2007, and each January 30 thereafter. On January 23, 2008, the Compensation Committee of the Board of Directors approved
the grant of 16,471 shares of restricted stock to its newly named Vice President  Finance and Chief Financial Officer. The grant date fair value was $21.25 per share. The restricted stock vests in five equal annual installments commencing
January 30, 2009, and each January 30 thereafter.



|                                                   |  |                                   |   |                                   |                                      |       |        |         |   |                                      |   |      
|-------------------------------------------------- |  | --------------------------------- | - | --------------------------------- | ------------------------------------ | ----- | ------ | ------- | - | ------------------------------------ | - | -----
|                                                   |  | Three Months Ended March 31, 2009 |   | Three Months Ended March 31, 2008
|                                                   |  | Shares                            |   |                                   | Weighted-AverageGrant-DateFair Value |       | Shares |         |   | Weighted-AverageGrant-DateFair Value
|Nonvested stock outstanding at beginning of period |  | 76,086                            |   |                                   | $                                    | 38.10 |        | 79,487  |   |                                      | $ | 42.77
|Granted                                            |  |                                  |   |                                   |                                      |      |        | 16,471  |   |                                      |   | 21.25
|Vested                                             |  | (23,166                           | ) |                                   |                                      | 39.47 |        | (19,872 | ) |                                      |   | 42.77
|                                                   |  |                                   |   |                                   |                                      |       |        |         |   |                                      |   |      
|Nonvested stock outstanding at end of period       |  | 52,920                            |   |                                   | $                                    | 39.80 |        | 76,086  |   |                                      | $ | 38.10
|                                                   |  |                                   |   |                                   |                                      |       |        |         |   |                                      |   |      

As of March 31, 2009, there was $1,822,212 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 2.0 years.



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|8. | COMPREHENSIVE INCOME
|-- | --------------------

Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income, requires the disclosure of certain revenue, expenses, gains and losses that are excluded from net income in accordance with accounting principles generally accepted in the
United States of America. Total comprehensive income for the three months ended March 31, 2009 and 2008 is as follows:



|                                                    |  |                              |           |   |      |   |          
|--------------------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | ---------
|                                                    |  | Three months ended March 31,
|                                                    |  | 2009                         |           |   | 2008
|Net income as reported                              |  | $                            | 4,025,283 |   |      | $ | 3,506,006
|Other comprehensive income:                         |  |                              |           |   |      |   |          
|Unrealized gain (loss) on investments, net of taxes |  |                              | (8,196    | ) |      |   | 38,698   
|                                                    |  |                              |           |   |      |   |          
|Total comprehensive income                          |  | $                            | 4,017,087 |   |      | $ | 3,544,704
|                                                    |  |                              |           |   |      |   |          



|9. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------

As of March 31,
2009, the Company is contingently liable as guarantor on a lease obligation between Solis Healthcare, LP (Solis Healthcare) and Winthrop Resources Corporation (Winthrop). Winthrop purchased a software system from the Company
and leased it to Solis Healthcare in the first quarter of 2008. The Company provided this guarantee in order to facilitate Solis Healthcare in leasing the new system. The lease has an initial term of five years and continues from year to year
thereafter until terminated. The Company is contingently liable as guarantor under the lease such that, if at any time prior to the termination of the lease, Solis Healthcare (i) enters into bankruptcy or (ii) defaults for more than 60
days in its payments or performance under the lease, the Company will be obligated to perform under the guaranty by making the required lease payments, including late fees and penalties. The guarantee runs for the entire term of the lease; however,
the maximum potential amount of future payments that the Company would be required to make to Winthrop under the guaranty is $2,145,000, plus any fees and costs that Winthrop incurs in collecting amounts due under the lease (including
attorneys fees and costs). The Company recorded $2,154,389, the amount billed for the new system installation, as revenue during the first quarter of 2008. Due to the contingent nature of the guaranty, the maximum amount of the guaranty is not
recorded on the balance sheet; however, when necessary reserves are recorded to cover potential losses. A liability in the amount of $244,038, the estimated fair value of the guaranty, is recorded on the balance sheet as an other accrued liability
at March 31, 2009 and December 31, 2008. As of March 31, 2009, we were not aware of any conditions that would effect the payment or performance risk of the lease obligation.



|10. | FAIR VALUE
|--- | ----------

The Company adopted the provisions of
Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), on January 1, 2008. SFAS 157 establishes a framework for measuring fair
value and expands financial statement disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. The
FASB also amended SFAS 157 to exclude FASB Statement No. 13 and its related interpretive accounting pronouncements that address leasing transactions. SFAS 157 requires that assets and liabilities carried at fair value be classified and
disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The fair values of the Companys available-for-sale securities are based on quoted prices in active markets for identical assets. We generally apply fair value techniques on a non-recurring basis associated with
(1) valuing potential impairment loss related to financing receivables accounted for pursuant to SFAS No. 13, and (2) valuing potential impairment loss related to long-lived assets accounted for pursuant to SFAS No. 144.

The following table summarizes the carrying amounts and fair values of certain assets and liabilities at March 31, 2009:



|                              |  |                |            |                                                             |   |                                             |  |                                         |   |  |   |  
|----------------------------- |  | -------------- | ---------- | ----------------------------------------------------------- | - | ------------------------------------------- |  | --------------------------------------- | - |  | - | -
|                              |  | CarryingAmount |            | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservable Inputs(Level 3)
|Available-for-sale securities |  | $              | 11,962,917 |                                                             | $ | 11,962,917                                  |  | $                                       |  |  | $ | 

There was no cumulative effect of adoption related to SFAS 157, and the adoption did not have an
impact on the Companys financial position, results of operations, or cash flows.



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|11. | RECENT ACCOUNTING PRONOUNCEMENTS
|--- | --------------------------------

Accounting
Standards Adopted in 2009

In June 2008, the FASB issued Staff Position (FSP) Emerging Issues Task Force 03-6-1,
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities(FSP EITF 03-6-1). This FSP requires unvested share-based payment awards containing non-forfeitable rights to dividends or
dividend equivalents (whether paid or unpaid) to be included in the computation of basic earnings per share according to the two-class (basic and diluted) method. The Company adopted FSP EITF 03-6-1 for the fiscal year beginning January 1,
2009. This FSP required all prior-period earnings per share data presented to be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform with the provisions of this FSP.

In September 2008, the FASB issued FSP No. 133-1 and FIN 45-4, Disclosures about Credit Derivates and Certain Guarantees: An
Amendment of FASB Statement No.133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161. This FSP amends FASB Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others (FIN 45), to require an additional disclosure about the current status of the payment/performance risk of a guarantee. The provisions of the FSP
that amend FIN 45 were effective for reporting periods (annual or interim) beginning after November 15, 2008.



|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, capital expenditures 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 qualifying technological
standards;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in accounting principles generally accepted in the United States of America;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | general economic conditions, including changes in the financial markets that may affect the availability and cost of credit to us or our customers; 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 in this Form 10-Q and under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission.



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##### Table of Contents

Background

CPSI was founded in 1979 and specializes in delivering comprehensive healthcare information systems and related services to community hospitals and other healthcare providers. Our systems and services are designed to support the primary
functional areas of a hospital and to enhance access to needed financial and clinical information. We sell a fully integrated, enterprise-wide financial and clinical hospital information system comprised of all necessary software, hardware,
peripherals, forms and office supplies, together with comprehensive support and maintenance services. We also offer business management services, including electronic billing submissions, patient statement processing and accounts receivable
management, as part of our overall information system solution, enabling our customers to outsource certain data-related business processes which we can perform more efficiently. Our products and services provide solutions and enhance hospital
performance in key areas, including patient management, financial and revenue cycle management, clinical care, cost control and regulatory compliance and clinical, enterprise and office automation, which improve clinical, financial and
administrative outcomes for our customers.

Our target market includes acute care community hospitals with 300 or fewer beds and small
specialty hospitals. Hospitals having 100 or fewer acute care beds comprise approximately 94% of our customers. In addition to servicing small-to-medium-sized hospitals, we provide technology services to other related entities in the healthcare
industry, such as nursing homes, home health agencies and physician clinics. From our initial hospital installation in 1981, we have grown to serve more than 650 hospital customers across 47 states and the District of Columbia.

Management Overview

We primarily seek revenue growth
through sales of healthcare information technology systems and related services to existing and new customers within our historic target market. Our strategy has produced consistent revenue growth over the long-term, as reflected in five- and
ten-year compounded annual growth rates in revenues of approximately 8.0% and 14.0%, respectively. Selling new and additional products and services back into our existing customer base is an important part of CPSIs future revenue growth. We
believe that as our customer base grows, the demand for additional products and services, including business management services, will also continue to grow, supporting further increases in recurring revenues. We also expect to drive revenue growth
from new product development that we may generate from our research and development activities.

In addition to revenue growth, our
business model is focused on earnings growth. Once a hospital has installed our system, we continue to provide support and maintenance services to our customers on an ongoing basis. These services are typically provided by the same personnel who
perform our system installations but at a reduced cost to us, and therefore at an increased gross margin. We also periodically look to increase margins through cost containment measures where appropriate.

During the current economic recession, hospitals have experienced reduced availability of third party credit and an overall reduction in their investment
portfolios. In addition, healthcare organizations with a large dependency on Medicaid populations, such as community based hospitals, have been impacted by the challenging financial condition of many state governments and government programs.
Accordingly, we recognize that prospective hospital customers often do not have the necessary capital to make investments in information technology. Additionally, in response to these challenges, hospitals have become more selective regarding where
they invest capital, resulting in a focus on strategic spending that generates a return on their investment. Despite the current economic environment, we believe healthcare information technology is often viewed as more strategic to hospitals than
other possible purchases because the technology offers the possibility of a quick return on investment. Information technology also plays an important role in healthcare by improving safety, efficiency and reducing cost. Additionally, we believe
most hospitals recognize that they must invest in healthcare information technology to meet current and future regulatory, compliance and government reimbursement requirements.

As a result of the economic recession and credit crisis, we have experienced over the past eighteen months an increase in customers seeking financing
arrangements from us for system installation. Historically, we have made financing arrangements available to customers on a case-by-case basis depending upon various aspects of the proposed contract and customer attributes. These financing
arrangements include short-term payment plans, longer-term lease financing through us and our facilitating third-party financing arrangements. We intend to continue to work with prospective customers to provide for financing arrangements to purchase
our systems so long as such arrangements do not adversely affect our financial position and liquidity. We believe that meeting the financial needs of community-based hospitals while allowing for the profitable expansion of our footprint in this
market will remain both an opportunity and a challenge for us in the foreseeable future.

Despite the economic upheaval, including the
credit crisis, we have not experienced a considerable decline in demand for our products and services, nor have we experienced any significant decrease in payment days or defaults from our customers. We hope this trend continues through the
remainder of 2009, but we realize that, should the general economy continue to decline, a reversal of this trend could develop.

American Recovery and
Reinvestment Act of 2009

While the current economic recession and credit crisis has impacted and could continue to impact the community
hospitals that comprise our target market, we believe that the American Recovery and Reinvestment Act of 2009 (the ARRA), which became law on February 17, 2009, will increase demand for healthcare information technology and will
have a positive impact on our business prospects. The ARRA includes more than $19 billion in funding to aid healthcare organizations in modernizing



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their operations through the acquisition and wide-spread use of healthcare information technology. Included in the
funding is approximately $17.2 billion in incentives through Medicare and Medicaid reimbursement systems to encourage and assist healthcare providers in adopting and using electronic health records (EHRs). These incentive payments are
set to begin as early as 2010 and last through 2015. If an eligible healthcare provider does not begin to demonstrate meaningful use of EHRs by 2015, then reimbursement under Medicare will begin to be reduced.

While many elements of the ARRA are still unclear or undefined, we are focused on ensuring that we take the necessary steps now to meet the needs of
community hospitals to help them gain access to those incentives. Primary among those steps is ensuring that our technology meets the ARRAs EHR certification requirements. The initial set of certification requirements is expected to be
promulgated by the Secretary of Health and Human Services before December 31, 2009. In this regard, we created our new Product Development Division earlier this year to help ensure that our technology remains on the leading edge of the
development curve and can react quickly and effectively to any technical requirements that arise under the ARRA. We have also increased our hiring projections for the remainder of this year so that we have a sufficient number of adequately trained
and technically proficient support staff in place when our existing customers and any prospective hospital customers proceed to implement EHRs.

While we do not expect an immediate increase in revenue from the healthcare information technology provisions of the ARRA, we believe that the longer-term potential could be significant. The ARRA is expected to provide states with badly
needed Medicaid dollars, which should help improve the financial health of hospitals and incentivize them to make investments in information technology. Additionally, we expect that community hospitals, which rely more heavily on Medicare and
Medicaid to fund their operations than larger hospitals, will be seeking to invest in any information technology applications that will increase their Medicaid funding. We believe that our footprint among community hospitals positions us well to
benefit from these incentives.

Results of Operations

In the three months ended March 31, 2009, we generated revenues of $30.1 million from the sale of our products and services, as compared to $29.5 million in the three months ended March 31, 2008, an increase
of 2.1%. We installed our financial and patient accounting system in six new hospitals in each of the first three months of 2009 and 2008. Our net income for the first quarter of 2009 increased 14.8% from the first quarter of 2008, principally as a
result of an increase in sales. Cash flow from operations decreased 15.6% from the first quarter of 2008 due to an increase in accounts receivable. While our operating cash flows did decline during the first quarter of 2009 compared to the first
quarter of 2008, we have maintained a strong cash position sufficient to meet our operating requirements and continue our dividends at historic levels. We believe that a strong cash position enables us to compete better in the marketplace and
maintain the quality of our customer service and product offerings.



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The following table sets forth certain items included in our results of operations for the three months
ended March 31, 2009 and 2008, expressed as a percentage of our total revenues for these periods (dollar amounts in thousands):



|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|---------------------------- |  | ---------------------------- | ------ | ------- | ----- | - | ------ | - | ------- |  | ----- | -
|                             |  | Three Months Ended March 31, |       
|                             |  | 2009                         |        |         | 2008  |  
|                             |  | Amount                       |        | % Sales |       |   | Amount |   | % Sales | 
|INCOME DATA:                 |  |                              |        |         |       |   |        |   |         |  |       |  
|Sales revenues:              |  |                              |        |         |       |   |        |   |         |  |       |  
|System sales                 |  | $                            | 9,617  |         | 31.9  | % |        | $ | 10,655  |  | 36.1  | %
|Support and maintenance      |  |                              | 13,833 |         | 45.9  | % |        |   | 13,086  |  | 44.3  | %
|Business management services |  |                              | 6,686  |         | 22.2  | % |        |   | 5,776   |  | 19.6  | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Total sales revenues         |  |                              | 30,136 |         | 100.0 | % |        |   | 29,517  |  | 100.0 | %
|Costs of sales:              |  |                              |        |         |       |   |        |   |         |  |       |  
|System sales                 |  |                              | 7,807  |         | 25.9  | % |        |   | 7,903   |  | 26.8  | %
|Support and maintenance      |  |                              | 4,941  |         | 16.4  | % |        |   | 4,797   |  | 16.3  | %
|Business management services |  |                              | 3,882  |         | 12.9  | % |        |   | 3,585   |  | 12.1  | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Total costs of sales         |  |                              | 16,630 |         | 55.2  | % |        |   | 16,285  |  | 55.2  | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Gross profit                 |  |                              | 13,506 |         | 44.8  | % |        |   | 13,232  |  | 44.8  | %
|Operating expenses:          |  |                              |        |         |       |   |        |   |         |  |       |  
|Sales and marketing          |  |                              | 2,076  |         | 6.9   | % |        |   | 2,260   |  | 7.7   | %
|General and administrative   |  |                              | 5,142  |         | 17.1  | % |        |   | 5,474   |  | 18.5  | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Total operating expenses     |  |                              | 7,218  |         | 24.0  | % |        |   | 7,734   |  | 26.2  | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Operating income             |  |                              | 6,288  |         | 20.9  | % |        |   | 5,498   |  | 18.6  | %
|Other income:                |  |                              |        |         |       |   |        |   |         |  |       |  
|Interest income              |  |                              | 233    |         | 0.8   | % |        |   | 265     |  | 0.9   | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Total other income           |  |                              | 233    |         | 0.8   | % |        |   | 265     |  | 0.9   | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Income before taxes          |  |                              | 6,521  |         | 21.6  | % |        |   | 5,763   |  | 19.5  | %
|Income taxes                 |  |                              | 2,496  |         | 8.3   | % |        |   | 2,257   |  | 7.6   | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  
|Net income                   |  | $                            | 4,025  |         | 13.4  | % |        | $ | 3,506   |  | 11.9  | %
|                             |  |                              |        |         |       |   |        |   |         |  |       |  

Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008

Revenues. Total revenues increased by 2.1%, or $0.6 million, to $30.1 million for the three months ended March 31, 2009, from $29.5 million
for the three months ended March 31, 2008.

System sales revenues decreased by 9.7%, or $1.0 million, to $9.6 million for the three
months ended March 31, 2009, from $10.6 million for the three months ended March 31, 2008. This decrease was primarily due to a decrease in add-on system sales to existing customers from the prior year period.

Support and maintenance revenues increased by 5.7%, or $0.7 million, to $13.8 million for the three months ended March 31, 2009, from $13.1 million
for the three months ended March 31, 2008. This increase was attributable to an increase in recurring revenues as a result of a larger customer base and an increase in support fees for add-on business sold to existing customers.

Business management services revenues increased by 15.8%, or $0.9 million, to $6.7 million for the three months ended March 31, 2009, from $5.8
million for the three months ended March 31, 2008. We experienced an increase in business management services revenues as a result of continued growth in existing customer demand for electronic billing and accounts receivable management
services. We were providing full business office management services to 22 customers at March 31, 2009, compared to 18 customers at March 31, 2008.

Costs of Sales. Total costs of sales increased by 2.1%, or $0.3 million, to $16.6 million for the three months ended March 31, 2009, from $16.3 million for the three months ended March 31, 2008. As a
percentage of total revenues, costs of sales remained flat at 55.2% for the three months ended March 31, 2009 and March 31, 2008. The gross margin on sales remained stable at 44.8% for the three months ended March 31, 2009 and
March 31, 2008.

Cost of system sales decreased by 1.2%, or $0.1 million, to $7.8 million for the three months ended March 31,
2009, from $7.9 million for the three months ended March 31, 2008. Cost of equipment and software decreased slightly by $0.2 million. This decrease was partially offset by an increase in payroll costs. The gross margin on system sales decreased
to 18.8%



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for the three months ended March 31, 2009, from 25.8% for the three months ended March 31, 2008. The decrease
in gross margin is generally due to increased salary costs of additional support personnel hired during the quarter in anticipation of an increase in future installations stemming from electronic medical record requirements contained in the American
Recovery and Reinvestment Act of 2009. The training curve of a newly hired employee is generally 6 to 12 months and may depress gross margins on system sales in the short term.

Cost of support and maintenance increased by 3.0%, or $0.1 million, to $4.9 million for the three months ended March 31, 2009, from $4.8 million for
the three months ended March 31, 2008. The gross margin on support and maintenance revenues increased to 64.3% for the three months ended March 31, 2009, compared to 63.3% for the three months ended March 31, 2008. The increase in
gross margin was primarily due to the addition of new customers and increased sales of add-on business to our existing customer base without a proportional increase in support personnel.

Our costs associated with business management services increased by 8.3%, or $0.3 million, to $3.9 million for the three months ended March 31,
2009, from $3.6 million for the three months ended March 31, 2008. This increase was caused by an increase in temporary labor as we move to utilizing contract labor services in lieu of additional hiring in the business management services
division due to historically high turnover costs. We expect this transition to contract labor services to improve costs and margins in the long term. The gross margin on business management services increased to 41.9% for the first three months of
2009, from 37.9% for the first three months of 2008 due to the realization of economies of scale of our existing business management staff across a larger customer base.

Sales and Marketing Expenses. Sales and marketing expenses decreased by 8.1%, or $0.2 million, to $2.1 million for the three months ended March 31, 2009, from $2.3 million for the three months ended
March 31, 2008. The decrease is attributable to a reduction in salary and commission expense due to sales force attrition.

General
and Administrative Expenses. General and administrative expenses decreased 6.1%, or $0.3 million, to $5.1 million for the three months ended March 31, 2009, from $5.5 million for the three months ended March 31, 2008. This decrease was
attributable to a $0.5 million decrease in bad debt expense and $0.2 million decrease in other insurance related costs, offset by a $0.4 million increase in group health insurance costs during the first quarter of 2009.

As a percentage of total revenues, sales and marketing expenses, and general and administrative expenses decreased to 24.0% for the three months ended
March 31, 2009 from 26.2% for three months ended March 31, 2008.

Net Income. Net income for the three months ended
March 31, 2009 increased by 14.8%, or $0.5 million, to $4.0 million, or $0.37 per diluted share, as compared with net income of $3.5 million, or $0.32 per diluted share, for the three months ended March 31, 2008. Net income represented
13.4% of revenue for the three months ended March 31, 2009, as compared to 11.9% of revenue for the three months ended March 31, 2008.

Liquidity and Capital Resources

We had cash and cash equivalents of $12.2 million at March 31, 2009, compared to $11.8
million at March 31, 2008. Net cash provided by operating activities for the three months ended March 31, 2009 was $3.6 million, compared to $4.3 million for the three months ended March 31, 2008. The decrease was primarily due to an
increase in accounts receivable and a decrease in accounts payable.

Net cash used in investing activities totaled $0.5 million for each of
the three months ended March 31, 2009 and 2008. We used cash for the purchase of $0.3 million of property and equipment and investments of $0.2 million during the three months ended March 31, 2009.

Net cash used in financing activities totaled $2.7 million for the three months ended March 31, 2009, compared to $3.8 million for the three months
ended March 31, 2008. We declared and paid dividends of $3.9 million during the first three months of 2009. We received proceeds from the exercise of stock options, including the related tax benefit, of $1.3 million.

We currently do not have a bank line of credit or other credit facility in place. Because we have no debt, we are not subject to contractual restrictions
or other influences on our operations, such as payment demands and restrictions on the use of operating funds that are typically associated with debt. If we borrow money in the future, we will likely be subject to operating and financial covenants
that could limit our ability to operate as profitably as we have in the past. Defaults under applicable loan agreements could result in the demand by lenders for immediate payment of substantial funds and substantial restrictions on expenditures,
among other things. Due to the current economic recession and disruption in the capital markets, additional capital, if needed, may not be available on terms favorable to us, or at all.



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 at least the next 12 months.



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Off Balance Sheet Arrangements

Our only off-balance sheet arrangement, as defined by Item 303(a)(4) of SEC Regulation S-K, consists of our guarantee of certain lease obligations of Solis Healthcare, LP (Solis Healthcare) to
Winthrop Resources Corporation (Winthrop) under a lease agreement. Winthrop purchased a software system from us and leased it to Solis Healthcare in the first quarter of 2008. We provided this guarantee in order to facilitate Solis
Healthcare in leasing the new system.

The lease has an initial term of five years and continues from year to year thereafter until
terminated. We are contingently liable as guarantor under the lease such that, if at any time prior to the termination of the lease, Solis Healthcare (i) enters into bankruptcy or (ii) defaults for more than 60 days in its payments or
performance under the lease, we will be obligated to perform under the guaranty by making the required lease payments, including late fees and penalties. The guaranty runs for the entire term of the lease; however, the maximum potential amount of
future payments that we would be required to make to Winthrop under the guaranty is $2,145,000, plus any fees and costs that Winthrop incurs in collecting amounts due under the lease (including attorneys fees and costs). We recorded
$2,154,389, the amount billed to date for the new system installation, as revenue during the first quarter of 2008. Due to the contingent nature of the guaranty, the maximum amount of the guaranty is not recorded on our balance sheet; however, when
necessary, we record reserves to cover potential losses. A liability in the amount of $244,038, the estimated fair value of the guaranty, is recorded on our balance sheet as an other accrued liability at March 31, 2009. See Note 9 to the
financial statements for additional information.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk.
|------- | -----------------------------------------------------------

Our exposure to market risk relates primarily to the potential change in the value of our investment portfolio as a result of fluctuations in interest rates. The primary purpose of our investment activities is to preserve principal while
maximizing the income we receive from our investments without significantly increasing risk of loss. As of March 31, 2009, our investment portfolio consisted of a variety of financial instruments, including, but not limited to, money market
securities and high quality government, municipal and corporate obligations. It is our intent to ensure the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We do not hold financial
instruments for trading or other speculative purposes. The securities in our investment portfolio are classified as available-for-sale and, consequently, are recorded on our balance sheet at fair market value with their related unrealized gain or
loss reflected as a component of accumulated other comprehensive income (loss) in stockholders equity.

Investments in both fixed
rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less
income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectation due to changes in interest rates or we may suffer losses in principal if forced to sell securities which have
declined in market value due to changes in interest rates.

We believe that the market risk arising from our holdings of these financial
instruments is minimal. Due to the conservative allocation of our investment portfolio, we do not believe that an immediate 10% increase in interest rates would have a material effect on the fair market value of our portfolio. Additionally, since we
believe we have the ability to liquidate this portfolio, we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on our investment portfolio. We do not
utilize derivative financial instruments to manage our interest rate risks.



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The table that follows presents fair values of principal amounts and weighted average interest rates for
our investment portfolio as of March 31, 2009.



|                                                                           |  |                     |            |                              |      |  
|-------------------------------------------------------------------------- |  | ------------------- | ---------- | ---------------------------- | ---- | -
|                                                                           |  | AggregateFair Value |            | WeightedAverageInterest Rate |     
|Cash and Cash Equivalents:                                                 |  |                     |            |                              |      |  
|Cash                                                                       |  | $                   | 6,430,051  |                              |     |  
|Money market funds                                                         |  |                     | 3,069,690  |                              | 0.52 | %
|Certificates of deposit                                                    |  |                     | 2,746,450  |                              | 1.05 | %
|                                                                           |  |                     |            |                              |      |  
|Total cash and cash equivalents                                            |  | $                   | 12,246,191 |                              |      |  
|                                                                           |  |                     |            |                              |      |  
|Short-Term Investments:(1)                                                 |  |                     |            |                              |      |  
|Accrued Income                                                             |  | $                   | 148,519    |                              |     |  
|Money market funds                                                         |  |                     | 485,693    |                              | 0.67 | %
|Obligations of the U.S. Treasury, U.S government corporations and agencies |  |                     | 4,458,425  |                              | 4.55 | %
|Corporate debt securities                                                  |  |                     | 3,256,207  |                              | 5.27 | %
|                                                                           |  |                     |            |                              |      |  
|Total short-term investments                                               |  | $                   | 8,348,844  |                              |      |  
|                                                                           |  |                     |            |                              |      |  
|Long-Term Investments:(2)                                                  |  |                     |            |                              |      |  
|Obligations of the U.S. Treasury, U.S government corporations and agencies |  | $                   | 311,623    |                              | 3.26 | %
|Mortgage backed securities                                                 |  |                     | 191,928    |                              | 5.00 | %
|Corporate debt securities                                                  |  |                     | 3,110,522  |                              | 5.42 | %
|                                                                           |  |                     |            |                              |      |  
|Total long-term investments                                                |  | $                   | 3,614,073  |                              |      |  
|                                                                           |  |                     |            |                              |      |  



|(1) | Reflects instruments with a contractual maturity of less than one year.
|--- | -----------------------------------------------------------------------

|(2) | Reflects instruments with a contractual maturity of one year or more.
|--- | ---------------------------------------------------------------------

As of March 31, 2009, the Company had no borrowings and, therefore, is 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 Rule
13a-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 (as defined in Exchange Act Rule
13a-15(e)) are effective. There have not been any changes in the Companys internal control over financial reporting (as defined in Exchange Act Rule 13a-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 are not currently involved in any 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, 2008, 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



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risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem
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.
|------- | ------------------------------------------------------------

Not applicable.



|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.
|------- | ---------



|     |  |                                                                                                                                                                                   
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|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), 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), 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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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.



|                   |  |  |  |                                     |  |                                                     
|------------------ |  |  |  | ----------------------------------- |  | ----------------------------------------------------
|                   |  |  |  | COMPUTER PROGRAMS AND SYSTEMS, INC.
|                   |  |  | 
|Date: May 11, 2009 |  |  |  | By:                                 |  | /s/ J. Boyd Douglas                                 
|                   |  |  |  |                                     |  | J. Boyd Douglas                                     
|                   |  |  |  |                                     |  | President and Chief Executive Officer               
|                   |  |  | 
|Date: May 11, 2009 |  |  |  | By:                                 |  | /s/ Darrell G. West                                 
|                   |  |  |  |                                     |  | Darrell G. West                                     
|                   |  |  |  |                                     |  | Vice President - Finance and Chief Financial Officer



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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), 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), 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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