UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
| | |
| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31, 2004
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF2007
THE SECURITIES EXCHANGE ACT OF 1934OR
| | |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-10485 TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| | | |
| DELAWARE | | 75-2303920 |
(State or other jurisdiction
of incorporation or
organization) | | 75-2303920
(I.R.S. employer |
of incorporation or | |
identification no.) |
organization) | | |
| | | |
| 5949 Sherry Lane, Suite 1400 | | 75225 |
Dallas, Texas | | (Zip code) |
(Address of principal | | |
executive offices) | | 75225
(Zip code) |
Registrant’s telephone number, including area code:
(972) 713-3700
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| | | Name of each exchange |
| Title of each class | | on which registered |
| | |
| COMMON STOCK, $0.01 PAR VALUE | | NEW YORK STOCK EXCHANGE |
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 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. YESþ NOo NOINDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEMþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YESo NOþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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. YESþ NOo
Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 OF REGULATIONof Regulation S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT’S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PARTis not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III OF THE FORMof the Form 10-K OR ANY AMENDMENT TO THIS FORMor any amendment to the Form 10-K. YESo NOþ 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. (Check one):
| | | | | | |
| Large accelerated filero | | Accelerated filerþ | | Non-accelerated filer o
(Do not check if a smaller reporting company) | | Smaller Reporting Companyo |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) YESoINDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS DEFINED IN RULE 12b-2 OF THE ACT). YES NOþ NOo
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE REGISTRANT WAS $363,087,000 BASED ON THE REPORTED LAST SALE PRICE OF COMMON STOCK ON JUNE
The aggregate market value of the voting stock held by non-affiliates of the registrant was $448,042,000 based on the reported last sale price of common stock on June 30,
2004, WHICH IS THE LAST BUSINESS DAY OF THE REGISTRANT’S MOST RECENTLY COMPLETED SECOND FISCAL QUARTER. THE NUMBER OF SHARES OF COMMON STOCK OF THE REGISTRANT OUTSTANDING ON FEBRUARY 28, 2005 WAS 39,879,219.
2007, which is the last business day of the registrant’s most recently completed second fiscal quarter.
The number of shares of common stock of the registrant outstanding on February 22, 2008 was 37,960,282.
DOCUMENTS INCORPORATED BY REFERENCECERTAIN INFORMATION REQUIRED BY PART
Certain information required by Part III OF THIS ANNUAL REPORT IS INCORPORATED BY REFERENCE FROM THE REGISTRANT’S DEFINITIVE PROXY STATEMENT FOR ITS ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 19, 2005.of this annual report is incorporated by reference from the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May 15, 2008.
TYLER TECHNOLOGIES, INC.
FORM 10-K
TABLE OF CONTENTS
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PART I
Tyler Technologies, Inc. (“Tyler”) is a major provider of integrated information management solutions and services for local governments. We partner with clients to make local government more accessible to the public, more responsive to the needs of citizens and more efficient in its operations. We have a broad line of software
productssolutions and services to address the information technology (“IT”) needs of virtually every major area of operation for cities, counties, schools and other local government entities. Most of our customers have our software installed in-house. For customers who prefer not to physically acquire the software and hardware, we provide outsourced hosting for some of our applications at one of our data centers through an applications service provider (“ASP”)
arrangement.arrangement through our subscription-based services. We provide professional IT services to our customers, including software and hardware installation, data conversion, training and, at times, product modifications. In addition, we are the nation’s largest provider of outsourced property appraisal services for taxing jurisdictions. We also provide continuing customer support services to ensure proper product performance and reliability, which provides us with long-term customer relationships and a significant base of recurring maintenance revenue.
Tyler was founded in 1966. Prior to
early 1998, we operated as a diversified industrial conglomerate, with operations in various industrial, retail and distribution businesses, all of which have been
sold or otherwise disposed.divested. In 1997, we embarked on a multi-phase growth plan focused on serving the specialized information management needs of local governments nationwide. In 1998 and 1999, we
madeentered the local government IT market through a series of strategic acquisitions of companies in the local government IT market.
In addition to our continuing operations in the software and services business described above, we also operated from 1998 through 2000 a business segment focused on providing outsourced property records management for local governments and reselling related data. In late 2000, we decided to dispose of the information and property records services segment in order to strengthen our balance sheet and allow us to focus our resources on the segment of business that we believe offers the greatest growth and profit opportunities. We expect to continue to capitalize on these opportunities by leveraging our large national client base, our long-term relationships with local government customers, and our deep domain expertise in local government operations through the development of state-of-the-art technologies and new nationally branded applications solutions. We have and are continuing to develop a new generation of software products, some of which are based on n-tier architecture, SQL-compliant databases, browser compatibility and component-based technology.
The state and local government market is one of the largest and most decentralized IT markets in the country, consisting of all 50 states, approximately 3,100 counties, 36,000 cities and towns and
14,50014,200 school districts. This market is also comprised of approximately 35,000 special districts and other agencies, each with specialized delegated responsibilities and unique information management requirements.
Traditionally, local government bodies and agencies performed state-mandated duties, including property assessment, record keeping, road maintenance, law enforcement, administration of election and judicial functions, and the provision of welfare assistance. Today, a host of emerging and urgent issues are confronting local governments, each of which demands a service response. These areas include criminal justice and corrections, administration and finance, public safety, health and human services, and public works. Transfers of responsibility from the federal and state governments to county and municipal governments and agencies in these and other areas also place additional service and financial requirements on these local government units. In addition, constituents of local governments are increasingly demanding improved service and better access to information from public entities. As a result, local governments recognize the increasing value of information management systems and services to, among other things, improve revenue collection, provide increased access to information, and streamline delivery of services to their constituents. Local government bodies are now recognizing that “e-government” is an additional responsibility for community development. From integrated tax systems to integrated civil and criminal justice information systems, many counties and cities have benefited significantly from the implementation of jurisdiction-wide systems that allow different agencies or government offices to share data and provide a more comprehensive approach to information management. Many city and county governmental agencies also have unique individual information management requirements, which must be tailored to the specific functions of each particular office.
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Many local governments also have difficulties attracting and retaining the staff necessary to support their IT functions. As a result, they seek to establish long-term relationships with reliable providers of high quality IT products and services such as Tyler.
Although local governments generally face budgetary constraints in their operations, their primary revenue sources are usually property taxes, and to a lesser extent, utility fees, which tend to be relatively stable. In addition, the acquisition of new technology typically enables local governments to operate more efficiently, and often provides a measurable return on investment that justifies the purchase of software and related services.
Gartner Dataquest estimates that state and local government spending for IT products and servicesspending will grow from $42.3$50.1 billion in 20042008 to $50.8$57.5 billion in 2007,2011, with local government accounting for $21.1$25.6 billion of IT spending in 20042008 and $24.9$29.0 billion in 2007.2011. The external services and software segments of the market, where our business is primarily focused, areis expected to be the most rapidly growing areas of the local government IT market, expandingexpand from $9.4$13.5 billion in 20042008 to $12.5$15.9 billion in 2007.2011.
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We provide a comprehensive and flexible suite of products and services that address the information technology needs of cities, counties, schools and other local government entities. We derive our revenues from
fourfive primary sources:
| | • | | sales of software licenses; |
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| | • | | subscription-based arrangements; |
|
| • | | software services; |
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| | • | | maintenance and support,support; and |
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| | • | | appraisal services. |
We design, develop and market a broad range of software
productssolutions to serve mission-critical “back-office” functions of local governments.
Our software applications are designed primarily for use on hardware supporting UNIX/NT operating systems. Many of our software applications include Internet-accessible solutions that allow for real-time public access to a variety of information or that allow the public to transact business with local governments via the Internet. Our software
productssolutions and services are generally grouped in four major
product areas:
| | • | | Financial Management and City Solutions;Education; |
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| | • | | Courts and Justice; |
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| | • | | Property Appraisal and Tax; and |
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| | • | | Document Management. |
Each of our core software systems consists of several fully integrated application modules. For customers who acquire the software for use in-house, we generally license our systems under standard
perpetual license agreements that provide the customer with a fully paid, nonexclusive, nontransferable right to use the software. In some of the product areas, such as
financialsfinancial management and education and property appraisal
and tax, we offer multiple solutions designed to meet the needs of different sized governments.
We also offer certain software
productssolutions on an outsourced basis for customers who do not wish to maintain, update and operate these systems or to make large up-front capital expenditures to implement these advanced technologies. For these customers, we
either host the applications and data at one of our data
centers, or maintain the hardware and software at the client’s site.centers. Customers typically pay monthly fees under multi-year contracts for these
subscription-based services.
Historically, we have had a
higher concentrationgreater proportion of
our annual revenues in the second half of our fiscal year due to governmental budget and spending
cycles.cycles and the timing of system implementations for customers desiring to “go live” at the beginning of the calendar year.
A description of our suite of products and services follows:
Software LicensingLicenses Financial Management and City SolutionsEducation Our
Financialfinancial management and
City Solutions productseducation solutions are ERP (Enterprise Resource Planning) systems for local governments, which integrate information across all facets of a client organization. Our financial
productsmanagement solutions include modular fund accounting systems that can be
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tailored to meet the needs of virtually any government agency or not-for-profit entity. Our financial management systems include modules for general ledger, budget preparation, fixed assets, requisitions, purchase orders, bid management, accounts payable, contract management, accounts receivable, investment management, inventory control, project and grant accounting, work orders, job costing, GASB 34 reporting, payroll and human resources. All of our financial management systems are intended to conform to government auditing and financial reporting requirements and generally accepted accounting principles.
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We sell utility billing systems that support the billing and collection of metered and non-metered services, along with multiple billing cycles. Our Web-enabled utility billing solutions allow customers to access information online such as average consumption and transaction history. In addition, our systems can accept secured Internet payments via credit cards and checks.
We also offer specialized products that automate numerous city functions, including municipal courts, parking tickets, equipment and project costing, animal licenses, business licenses, permits and inspections, code enforcement, citizen complaint tracking, ambulance billing, fleet maintenance, and cemetery records management.
In 2006 we began offering a student information system for K-12 schools, which manages such applications as scheduling, grades and attendance. We also added software applications to manage public sector pension funds.
Tyler’s
Financialfinancial management and
City Solutions productseducation solutions include Web components that enhance local governments’ service capabilities by facilitating online access to information for both employees and citizens and enabling online transactions.
We offer a complete, integrated suite of
productssolutions designed to automate, track and manage the law enforcement and judicial process, from the initiation of incidents in computer-aided dispatch/emergency 911 systems through the process of arrest, court appearances and final disposition to probation. These applications may be installed on a stand-alone basis or integrated with our other
productssolutions to eliminate duplicate entries and improve efficiency.
Our Web-enabled court systems are designed to automate the tracking and management of information involved in criminal and civil court cases, including municipal, family and probate courts. These applications track the status of criminal and civil cases, process fines and fees and generate the specialized judgment and sentencing documents, citations, notices and forms required in court proceedings. Additional judicial applications automate the management of court calendars, coordinate judge’s schedules, generate court dockets, manage justice of the peace processes and automate district attorney and prosecutor functions. Related products include jury selection, “hot” check processing, and adult and juvenile probation management applications. Our courtroom technologies allow
judgescourts to review cases, calendars, and to scan documents and mug shots using a Web browser. Additionally, document-imaging options include the ability to scan, store, retrieve and archive a variety of criminal and civil case-related documents.
Our law enforcement systems automate police and sheriff functions from dispatch and records management through booking and jail management. Searching, reporting and tracking features are integrated, allowing reliable, up-to-date access to current arrest and incarceration data. The systems also provide warrant checks for visitors or book-ins, inmate classification and risk assessment, commissary, property and medical processing, and automation of statistics and state and federal reporting. Our computer-aided dispatch/emergency 911 system tracks calls and the availability of emergency response vehicles, interfaces with local and state searches, and generally assists dispatchers in processing emergency situations. The law enforcement and jail management systems are fully integrated with the suite of court products that manages the judicial process.
Our court and law enforcement systems allow the public to access, via the Internet, a variety of information, including criminal and civil court records, jail booking and release information, bond and bondsmen information, and court calendars and dockets. In addition, our systems allow cities and counties to accept payments for traffic and parking tickets over the Internet, with a seamless and automatic interface to back-office justice and financial systems.
In
20022003 we
introducedreleased Odyssey, an all-new unified court case management
system, that became available for general release in the third quarter of 2003.system. Odyssey uses enhanced Web-browser concepts to render a unique user interface. It incorporates current technology – XML, n-tier architecture, component-based design, and an ultra-thin client footprint – to maximize the value of a court’s investment in new software. We believe that some of Odyssey’s design concepts, including embedded imaging functionality, COM+ objects to enable local customization, and an architecture that enables multiple deployment options, are unique in the court automation marketplace.
Odyssey was the first of our new generation of n-tier, browser-based products and our initial marketing efforts for the new court case management system have been focused on states, large cities and counties.5
Property Appraisal and Tax
We provide systems and software that automate the appraisal and assessment of real and personal property, including record keeping, mass appraisal, inquiry and protest tracking, appraisal and tax roll generation, tax statement processing, and electronic state-level reporting. These systems are image- and video-enabled to facilitate the storage of and access to the many property-related documents and for the online storage of digital photographs of properties for use in defending values in protest situations. Other related tax applications are available for agencies that bill and collect taxes, including cities, counties, school tax offices, and special taxing and
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collection agencies. These systems support billing, collections, lock box operations, mortgage company electronic payments, and various reporting requirements.
We have also developed a new appraisal system, Orion, based on the same technology platform that we used for Odyssey. Orion will replace several UNIX based products and became available for general release during 2004. Orion provides an intuitive, browser-based interface, integration for Geographic Information System applications, valuation, assessment administration and tax billing and collection.
We offer a number of specialized
software applications designed to help county governments enhance and automate courthouse operations. These systems record,
scan and index information for the many documents maintained at the courthouse, such as deeds, mortgages, liens, UCC financing statements and vital records (birth, death and marriage certificates).
These applications include fully integrated imaging systems with batch and scan processing capabilities and fully integrated receipting and cashiering systems as well as Web-enabled public access.
Subscription-Based Services
Subscription-based services revenue primarily consists of revenues derived from ASP arrangements and other hosted service offerings, software subscriptions and disaster recovery services. Our ASP arrangements and other hosted service offerings, provide certain software solutions on an outsourced basis for customers who do not wish to maintain, update and operate these systems or to make large up-front capital expenditures to implement these advanced technologies.
ASP arrangements and other hosting services are typically for a period of three to six years and automatically renew unless either party cancels the agreement. Other software subscriptions and disaster recovery service arrangements are typically under annual contracts. The majority of the ASP and other hosting services and software subscriptions also include professional services and maintenance and support services. In certain ASP arrangements, the customer also acquires a license to the software.
We provide a variety of professional IT services to customers who utilize our software products. Virtually all of our customers contract with us for installation, training, and data conversion services in connection with their purchase of Tyler’s software products. The complete implementation process for a typical system includes planning, design, data conversion, set-up and testing. At the culmination of the implementation process, an installation team travels to the customer’s facility to ensure the smooth transfer of data to the new system. Installation fees are charged separately to customers on either a fixed-fee or hourly charge basis, depending on the contract, with full pass-through to customers of travel and other out-of-pocket expenses.
Both in connection with the installation of new systems and on an ongoing basis, we provide extensive training services and programs related to our products and services. Training can be provided in our training centers, onsite at customers’ locations, or at meetings and conferences, and can be customized to meet customers’ requirements. The vast majority of our customers contract with us for training services, both to improve their employees’ proficiency and productivity and to fully utilize the functionality of our systems. Training services are generally billed on an hourly basis, along with travel and other expenses.
Following the implementation of our software systems, we provide ongoing software support services to assist our customers in operating the systems and to periodically update the software. Support is provided over the phone to customers through help desks staffed by our customer support representatives. For more complicated issues, our staff, with the
customer’scustomers’ permission, can log on to customers’ systems remotely. We maintain our customers’ software largely through releases that contain improvements and incremental additions, along with updates necessary because of legislative or regulatory changes.
Virtually all of our software customers contract with us for maintenance and support, fromwhich provides us which provideswith a significant source of recurring revenue. We generally provide maintenance and support under annual contracts, with a typical fee based on a percentage of the software product’s license fee. These fees can be increased annually and may also increase as new license fees increase. Maintenance and support fees are generally paid in advance for the entire maintenance contract period. Most maintenance contracts automatically renew unless the customer or we giveTyler gives notice of termination prior to expiration. Similar support is provided to our ASP customers, and is included in their overall monthly fees.fees which are classified as subscription-based revenues.
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We are the nation’s largest provider of
real property appraisal outsourcing services for local government taxing authorities. These services include:
| | • | | the physical inspection of commercial and residential properties; |
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| | • | | data collection and processing; |
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| | • | | sophisticated computer analyses for property valuation; |
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| | • | | preparation of tax rolls; |
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| | • | | community education regarding the assessment process; and |
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| | • | | arbitration between taxpayers and the assessing jurisdiction. |
Local government taxing
entitiesauthorities normally reappraise
real properties from time to time to update values for tax assessment purposes and to maintain equity in the taxing process. In some jurisdictions, reassessment cycles are mandated by law; in others, they are discretionary. While some taxing jurisdictions perform reappraisals in-house, many local governments outsource this function because of its cyclical nature and because of the specialized knowledge and expertise requirements associated with it. Our
appraisal services business unit
that provides appraisal outsourcing services to local governments has been in this business since 1938.
In some instances, we also sell property tax and/or appraisal software products in connection with appraisal outsourcing projects, while other customers may only engage us to provide appraisal services. Appraisal outsourcing services are somewhat seasonal in nature to the extent that winter weather conditions reduce the productivity of data collection activities in connection with those projects.
Our objective is to grow our revenue and earnings internally, supplemented by focused strategic acquisitions. The key components of our business strategy are to:
| | • | | Provide high quality, value–added products and services to our clients. We compete on the basis of, among other things, delivering to customers our deep domain expertise in local government operations through the highest value products and services in the market. We believe we have achieved a reputation as a premium product and service provider to the local government market. |
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| | • | | Continue to expand our product and service offerings. While we already have what we believe to be the broadest line of software products for local governments, we continually upgrade our core software applications and expand our complementary product and service offerings to respond to technological advancements and the changing needs of our clients. For example, we offer solutions that allow the public to access data and conduct transactions with local governments, such as paying traffic tickets, property taxes and utility bills, via the Internet. We believe that the addition of such features enhance the market appeal of our core products. Since 2001, we have also offered certain of our software products inunder an ASP environment,or other software as a deliverysubscription-based service model thatwhich we believe will, over time, have increasing appeal to local governments and will be expanded to include more applications. We have also increased our offerings of consulting and business process reengineering services. |
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| | • | | Leverage a core technology framework across multiple product development efforts. We have developed acertain core technology frameworkframeworks upon which we have developed or are developing a new generation of a number of products. By leveraging the core framework, which is based on an n-tier, browser-based architecture,frameworks, for the development of multiple products, we believe we can develop new-generation products more efficiently, and at a lower total cost. In addition, utilizing a core framework is also expected to help us bring new products to market more rapidly. By having more products built on a common technology framework,frameworks, we expect to enhance our cross-selling opportunities and be able to provide maintenance and other services more efficiently. |
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| | • | | Expand our customer base. We seek to establish long-term relationships with new customers primarily through our sales and marketing efforts. While we currently have customers in all 50 states, Canada, Puerto Rico, and the United Kingdom, not all of our product lines have achieved nationwide geographic penetration. We intend to continue to expand into new geographic markets |
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| | by adding sales staff and targeting marketing efforts by product in those areas. We also intend to continue to expand our customer base to include larger governments. While our traditional market focus has primarily been on small and mid-sized governments, our increased size and market presence, together with the technological advances and improved scalability of certain of our products, are allowing us to achieve success in selling to larger customers. |
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our customer base to include more large governments. While our traditional market focus has primarily been on small and mid-sized governments, our increased size and market presence, together with the technological advances and improved scalability of certain of our products, are allowing us to achieve success in selling to larger customers.
| | • | | Expand our existing customer relationships. Our existing customer base of over 6,000 local government offices offers significant opportunities for additional sales of IT products and services that we currently offer, but that existing customers do not fully utilize. Add-on sales to existing customers typically involve lower sales and marketing expenses than sales to new customers. |
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| | • | | Grow recurring revenue.revenues. We have a large recurring revenue base from maintenance and support with an annual run rateand subscription-based services, which had revenues of $58 million.$95.8 million in 2007. We have historically experienced very low customer turnover (less than 2% annually for our major software business units) and recurring revenues continue to grow as the installed customer base increases. In addition, since the beginning of 2001, we have established a growing recurring revenue stream from ASP hosting and other similar services. |
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| | • | | Maximize economies of scale and take advantage of financial leverage in our business. We seek to build and maintain a large client base to create economies of scale, enabling us to provide value-added products and services to our customers while expanding our operating margins. Because we sell primarily “off-the-shelf” software, increased sales of the same products result in incrementally higher gross margins. In addition, we believe that we have a marketing and administrative infrastructure in place that we can leverage to accommodate significant long-term growth without proportionately increasing selling, general and administrative expenses. |
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| | • | | Attract and retain highly qualified employees. We believe that the depth and quality of our operating management and staff is one of our significant strengths, and that the ability to retain such employees is crucial to our continued growth and success. We believe that our stable management team, financial strength and growth opportunities, as well as our leadership position in the local government market, enhance our attractiveness as an employer for highly skilled employees. |
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| | • | | Pursue selected strategic acquisitions. While we expect to primarily grow internally, we may from time to time selectively pursue strategic acquisitions that provide us with one or more of the following: |
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| | o | | products and services to complement our existing offerings; |
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| | o | | entry into new markets related to local governments; and |
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| | o | | new customers and/or geographic expansion. |
When considering acquisition opportunities, we generally focus on companies with strong management teams and employee bases and excellent customer relationships. In December 2003, we acquired Eden Systems, Inc. (“Eden”), a provider of financial, personnel and citizen services systems for local governments. Eden had 2003 revenues of approximately $11.8 million. In December 2003, we also acquired certain assets of a business that provides forms software to users of some of our software products. Prior to these acquisitions, our most recent acquisition included in our continuing operations was completed in November 1999.
| • | | Establish strategic alliances. In January 2007 we announced a strategic alliance with Microsoft Corporation to jointly develop core public sector functionality for Microsoft Dynamics AX to address the unique accounting needs of public sector organizations worldwide. As part of this alliance we will enhance Microsoft Dynamics AX with public sector-specific functionality. The co-development will broaden the functionality of Microsoft Dynamics AX, providing both Tyler and Microsoft with a public sector accounting platform to support their existing and prospective clients well into the future. Microsoft Dynamics AX with public sector functionality will be sold in the United States and internationally through Microsoft’s distribution channels and is expected to be available for delivery in 2010. Tyler will also become an authorized Microsoft reseller for the Microsoft Dynamics solutions developed under this arrangement, and will sell the solutions directly into the government market. Tyler will receive license and maintenance royalties on direct and indirect sales of the solutions co-developed under this multi-year term relationship. |
SALES, MARKETING, AND CUSTOMERS
We market our products and services through direct sales and marketing personnel located throughout the United States. Other in-house
marketingsales staff focuses on add-on sales, professional services and support.
Sales of new systems are typically generated from referrals from other governmentalgovernment offices or departments within a county or municipality, referrals from other local governments, relationships established between sales representatives and county or local officials, contacts at trade shows, direct mailings, and direct contact from prospects already familiar with us. We are active in numerous national, state, county, and local government associations, and participate in annual meetings, trade shows, and educational events.
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Customers consist primarily of county and municipal agencies, school districts and other local government offices. In counties, customers include the auditor, treasurer, tax assessor/collector, county clerk, district clerk, county and district court judges, probation officers, sheriff, and county appraiser. At municipal government sites, customers include directors from various departments, including administration, finance, utilities, public works, code enforcement, personnel, purchasing, taxation, municipal court, and
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police. Contracts for software products and services are generally implemented over periods of three months to one year, with annually renewing maintenance and support update agreements thereafter. Although either the customer or we can terminate these agreements, historically almost all support and maintenance agreements are automatically renewed annually. Contracts for appraisal outsourcing services are generally one to three years in duration. During 2004,2007, approximately 34%39% of our revenue was attributable to ongoing support and maintenance agreements.
We compete with numerous local, regional, and national firms that provide or offer some or many of the same products and services that we provide. Most of these competitors are smaller companies that may be able to offer less expensive solutions than ours. Many of these firms operate within a specific geographic area and/or in a narrow product or service niche. We also compete with national firms, some of which have greater financial and technical resources than
us,we do, including Oracle Corporation, Lawson Software, Inc., SAP AG, MAXIMUS, Inc., Affiliated Computer Services, Inc., SunGard Data Systems, Inc.
, New World Systems and Manatron, Inc. In addition, we sometimes compete with consulting and systems integration firms, such as BearingPoint, Inc.
and Accenture Ltd., which develop custom systems, primarily for larger governments. We also occasionally compete with central internal information service departments of local governments, which require us to persuade the end-user department to discontinue service by its own personnel and outsource the service to us. We compete on a variety of factors, including price, service, name recognition, reputation, technological capabilities, and the ability to modify existing products and services to accommodate the individual requirements of the customer. Our ability to offer an integrated system of applications for several offices or departments is often a competitive strength. Local governmental units often are required to seek competitive proposals through a request for proposal process.
All computers, peripherals, printers, scanners, operating system software, office automation software, and other equipment necessary for the implementation and provision of our software systems and services are presently available from several third-party sources. Hardware is purchased on original equipment manufacturer or distributor terms at discounts from retail. We have not experienced any significant supply problems.
At December 31,
2004, we2007, our estimated
our salesrevenue backlog was approximately
$142.2$250.1 million, compared to
$139.3$205.9 million at December 31,
2003.2006. The backlog represents
signed contracts
that have been signed butunder which the products have not been delivered or the services
have not been performed as of year-end. Approximately
$97.8$165.2 million of the backlog is expected to be
installed or services are expected to be performedrecognized during
2005.2008.
INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS, AND LICENSES
We regard certain features of our internal operations, software, and documentation as confidential and proprietary and rely on a combination of contractual restrictions, trade secret laws and other measures to protect our proprietary intellectual property. We generally do not rely on patents. We believe that, due to the rapid rate of technological change in the computer software industry, trade secrets and copyright protection are less significant than factors such as knowledge, ability and experience of our employees, frequent product enhancements, and timeliness and quality of support services. We typically license our software products under
exclusivenon-exclusive license agreements which are generally non-transferable and have a perpetual term.
At December 31, 2004,2007, we had approximately 1,4001,627 employees. Appraisal outsourcing projects are periodiccyclical in nature and can be widely dispersed geographically. We often hire temporary employees to assist in these projects whose term of employment generally ends with the project’s completion. None of our employees are represented by a labor union or are subject to collective bargaining agreements. We consider our relations with our employees to be positive.
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INTERNET WEBSITE AND AVAILABILITY OF PUBLIC FILINGS
We file annual, quarterly, current and other reports, proxy statements and other information with the Securities and Exchange Commission, or SEC, pursuant to the Securities Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
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proxy and other information statements, and other information regarding issuers, including us, that file electronically with the SEC. The address of this site ishttp://www.sec.gov.
We also maintain an Internet site the address of which isat www.tylerworks.comwww.tylertech.com. We make available free of charge through this site our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Forms 4 and 5, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. In addition we also make available free of charge through this site our CodeOur “Code of Business Conduct and Ethics, Corporate Governance Guidelines, Audit Committee Charter, Charter for the Compensation Committee and Charter for the Nominating and Governance Committee.Ethics” is also available on our Web site. We intend to satisfy the disclosure requirements regarding amendments to, or waiverwaivers from, a provision of our Code of Business Conduct and Ethics by posting such information on our Web site.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a high degree of risk. Investors evaluating our company should carefully consider the factors described below and all other information contained in this Annual Report. Any of the following factors could materially harm our business, operating results, and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial could also harm our business, operating results, and financial condition. This section should be read in conjunction with the Consolidated Financial Statements and related Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report. We may make forward-looking statements from time to time, both written and oral. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. Our actual results may differ materially from those projected in any such forward-looking statements due to a number of factors, including those set forth below and elsewhere in this Annual Report.
A decline in information technology spending may result in a decrease in our revenues or lower our growth rate.
A decline in the demand for information technology among our current and prospective customers may result in decreased revenues or a lower growth rate for us because our sales depend, in part, on our customers’ level of funding for new or additional information technology systems and services. Moreover, demand for our solutions may be reduced by a decline in overall demand for computer software and services. Accordingly, we cannot assure you that we will be able to increase or maintain our revenues.
Our products are complex and we run the risk of errors or defects with new product introductions or enhancements.
Software products as complex as those developed by us may contain errors or defects, especially when first introduced or when new versions or enhancements are released. Although we have not experienced material adverse effects resulting from any such defects or errors to date, we cannot assure you that material defects and errors will not be found after commencement of product shipments. Any such defects could result in loss of revenues or delay market acceptance.
Our license agreements with our customers typically contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that we may not always be able to negotiate such provisions in our contracts with customers or that the limitation of liability provisions contained in our license agreements may not be effective as a result of existing or future federal, state or local laws, ordinances, or judicial decisions. Although we maintain errors and omissions and general liability insurance, and we try to structure our contracts to include limitations on liability, we cannot assure you that a successful claim could not be made or would not have a material adverse effect on our business, financial condition, and results of operations.
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We may experience fluctuations in quarterly revenue that could adversely impact our stock price and our operating results.
Our actual revenues in a quarter could fall below expectations, which could lead to a decline in our stock price. Our revenues and operating results are difficult to predict and may fluctuate substantially from quarter to quarter. Revenues from license fees in any quarter depend substantially upon our contracting activity and our ability to recognize revenues in that quarter in accordance with our revenue recognition policies. Our quarterly revenue may fluctuate and may be difficult to forecast for a variety of reasons, including the following:
| • | | a significant number of our prospective customers’ decisions regarding whether to enter into license agreements with us are made within the last few weeks of each quarter; |
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| • | | the size of license transactions can vary significantly; |
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| • | | customers may unexpectedly postpone or cancel orders due to changes in their strategic priorities, project objectives, budget or personnel; |
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| • | | customer purchasing processes vary significantly and a customer’s internal approval, expenditure authorization and contract negotiation processes can be difficult and time consuming to complete, even after selection of a vendor; |
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| • | | the number, timing, and significance of software product enhancements and new software product announcements by us and our competitors may affect purchase decisions; and |
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| • | | we may have to defer revenues under our revenue recognition policies. |
Fluctuation in our quarterly revenues may adversely affect our operating results. In each fiscal quarter our expense levels, operating costs, and hiring plans are based on projections of future revenues and are relatively fixed. If our actual revenues fall below expectations, we could experience a reduction in operating results.
As with other software vendors, we may be required to delay revenue recognition into future periods, which could adversely impact our operating results.
We have in the past had to, and in the future may have to, defer revenue recognition for license fees due to several factors, including whether:
| • | | license agreements include applications that are under development or other undelivered elements; |
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| • | | we must deliver services that are considered essential to the functionality of the software, including significant modifications, customization, or complex interfaces, which could delay product delivery or acceptance; |
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| • | | the transaction involves acceptance criteria; |
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| • | | the transaction involves contingent payment terms or fees; |
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| • | | we are required to accept a fixed-fee services contract; or |
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| • | | we are required to accept extended payment terms. |
Because of the factors listed above and other specific requirements under generally accepted accounting principles in the United States for software revenue recognition, we must have very precise terms in our license agreements in order to recognize revenue when we initially deliver and install software or perform services. Negotiation of mutually acceptable terms and conditions can extend the sales cycle, and sometimes we do not obtain terms and conditions that permit revenue recognition at the time of delivery or even as work on the project is completed.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations, and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission regulations and New York Stock Exchange rules, are creating uncertainty for companies such as ours. The costs required to comply with such evolving laws are difficult to predict. To maintain high standards of corporate governance and public disclosure, we intend to invest all reasonably necessary resources to comply with evolving standards. This investment may result in an unforeseen increase in general and administrative expenses and a diversion of management time and attention from revenue-generating activities, which may harm our business, financial condition, or results of operations.
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Increases in service revenue as a percentage of total revenues could decrease overall margins and adversely affect our operating results.
We realize lower margins on software and appraisal service revenues than on license revenue. The majority of our contracts include both software licenses and professional services. Therefore, an increase in the percentage of software service and appraisal service revenue compared to license revenue could have a detrimental impact on our overall gross margins and could adversely affect operating results.
Selling products and services into the public sector poses unique challenges.
We derive substantially all of our revenues from sales of software and services to state, county and city governments, other municipal agencies, and other public entities. We expect that sales to public sector customers will continue to account for substantially all of our revenues in the future. We face many risks and challenges associated with contracting with governmental entities, including:
| • | | the sales cycle of governmental agencies may be complex and lengthy; |
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| • | | payments under some public sector contracts are subject to achieving implementation milestones, and we have had, and may in the future have, differences with customers as to whether milestones have been achieved; |
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| • | | political resistance to the concept of government agencies contracting with third parties to provide information technology solutions; |
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| • | | changes in legislation authorizing government’s contracting with third parties; |
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| • | | the internal review process by governmental agencies for bid acceptance; |
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| • | | changes to the bidding procedures by governmental agencies; |
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| • | | changes in governmental administrations and personnel; |
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| • | | limitations on governmental resources placed by budgetary restraints, which in some circumstances, may provide for a termination of executed contracts because of a lack of future funding; and |
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| • | | the general effect of economic downturns and other changes on local governments’ ability to spend public funds on outsourcing arrangements. |
Each of these risks is outside our control. If we fail to adequately adapt to these risks and uncertainties, our financial performance could be adversely affected.
The open bidding process for governmental contracts creates uncertainty in predicting future contract awards.
Many governmental agencies purchase products and services through an open bidding process. Generally, a governmental entity will publish an established list of requirements requesting potential vendors to propose solutions for the established requirements. To respond successfully to these requests for proposals, we must accurately estimate our cost structure for servicing a proposed contract, the time required to establish operations for the proposed client, and the likely terms of any other third party proposals submitted. We cannot guarantee that we will win any bids in the future through the request for proposal process, or that any winning bids will ultimately result in contracts on favorable terms. Our failure to secure contracts through the open bidding process, or to secure such contracts on favorable terms, may adversely affect our business, financial condition, and results of operations.
Fixed- price contracts may affect our profits.
Some of our present contracts are on a fixed-priced basis, which can lead to various risks, including:
| • | | the failure to accurately estimate the resources and time required for an engagement; |
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| • | | the failure to effectively manage governmental agencies’ and other customers’ expectations regarding the scope of services to be delivered for an estimated price; and |
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| • | | the failure to timely complete fixed-price engagements within budget to the customers’ satisfaction. |
If we do not adequately assess these and other risks, we may be subject to cost overruns and penalties, which may harm our business, financial condition, or results of operations.
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We face significant competition from other vendors and potential new entrants into our markets.
We believe we are a leading provider of integrated solutions for the public sector. However, we face competition from a variety of software vendors that offer products and services similar to those offered by us, as well as from companies offering to develop custom software. We compete on the basis of a number of factors, including:
| • | | the attractiveness of the business strategy and services we offer; |
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| • | | the breadth of products and services we offer; |
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| • | | price; |
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| • | | quality of products and service; |
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| • | | technological innovation; |
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| • | | name recognition; and |
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| • | | our ability to modify existing products and services to accommodate the particular needs of our customers. |
We believe the market is highly fragmented with a large number of competitors that vary in size, primary computer platforms, and overall product scope. Our competitors include the consulting divisions of national and regional accounting firms, publicly held companies that focus on selected segments of the public sector market, and a significant number of smaller, privately held companies. Certain competitors have greater technical, marketing, and financial resources than we do. We cannot assure you that such competitors will not develop products or offer services that are superior to our products or services or that achieve greater market acceptance.
We also compete with internal, centralized information service departments of governmental entities, which require us to persuade the end-user to stop the internal service and outsource to us. In addition, our customers may elect in the future to provide information management services internally through new or existing departments, which could reduce the market for our services.
We could face additional competition as other established and emerging companies enter the public sector software application market and new products and technologies are introduced. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third-parties, thereby increasing the ability of their products to address the needs of our prospective customers. It is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. Further, competitive pressures could require us to reduce the price of our software licenses and related services. We cannot assure you that we will be able to compete successfully against current and future competitors, and the failure to do so would have material adverse effect upon our business, operating results, and financial condition.
We must respond to rapid technological changes to be competitive.
The market for our products is characterized by rapid technological change, evolving industry standards in computer hardware and software technology, changes in customer requirements, and frequent new product introductions and enhancements. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. As a result, our future success will depend, in part, upon our ability to continue to enhance existing products and develop and introduce in a timely manner or acquire new products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements, and achieve market acceptance. We cannot assure you that we will successfully identify new product opportunities and develop and bring new products to market in a timely and cost-effective manner. Further, we cannot assure you that the products, capabilities, or technologies developed by others will not render our products or technologies obsolete or noncompetitive. If we are unable to develop or acquire on a timely and cost-effective basis new software products or enhancements to existing products, or if such new products or enhancements do not achieve market acceptance, our business, operating results, and financial condition may be materially adversely affected.
Our failure to properly manage growth could adversely affect our business.
We have expanded our operations since February 1998, when we entered the business of providing software solutions and services to the public sector. We intend to continue expansion in the foreseeable future to pursue existing and potential market opportunities. This growth places a significant demand on management and operational resources. In order to manage growth effectively, we must implement and improve our operational systems, procedures, and controls on a timely basis. We must also identify, hire, train, and manage key managerial and technical personnel. If we fail to implement these systems or employ and retain such qualified personnel, our business, financial condition, and results of operations may be materially adversely affected.
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We may be unable to hire, integrate, and retain qualified personnel.
Our continued success will depend upon the availability and performance of our key management, sales, marketing, customer support, and product development personnel. The loss of key management or technical personnel could adversely affect us. We believe that our continued success will depend in large part upon our ability to attract, integrate, and retain such personnel. We have at times experienced and continue to experience difficulty in recruiting qualified personnel. Competition for qualified software development, sales, and other personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such personnel.
We may experience difficulties in executing our acquisition strategy.
In addition, a significant portion of our growth has resulted from strategic acquisitions in new product and geographic markets. Although our future focus will be on internal growth, we will continue to identify and pursue strategic acquisitions and alliances with suitable candidates. Our future success will depend, in part, on our ability to successfully integrate future acquisitions and other strategic alliances into our operations. Acquisitions may involve a number of special risks, including diversion of management’s attention, failure to retain key acquired personnel, unanticipated events or circumstances, legal liabilities, and amortization of certain acquired intangible assets. Some or all of these risks could have a material adverse effect on our business, financial condition, and results of operations. Although we conduct due diligence reviews of potential acquisition candidates, we may not identify all material liabilities or risks related to acquisition candidates. There can be no assurance that any such strategic acquisitions or alliances will be accomplished on favorable terms or will result in profitable operations.
We may be unable to protect our proprietary rights.
Many of our product and service offerings incorporate proprietary information, trade secrets, know-how, and other intellectual property rights. We rely on a combination of contracts, copyrights, and trade secret laws to establish and protect our proprietary rights in our technology. We cannot be certain that we have taken all appropriate steps to deter misappropriation of our intellectual property. In addition, there has been significant litigation in the United States in recent years involving intellectual property rights. We are not currently involved in any material intellectual property litigation. We may, however, be a party to intellectual property litigation in the future to protect our proprietary information, trade secrets, know-how, and other intellectual property rights. Further, we cannot assure you that third parties will not assert infringement or misappropriation claims against us in the future with respect to current or future products. Any claims or litigation, with or without merit, could be time-consuming and result in costly litigation and diversion of management’s attention. Further, any claims and litigation could cause product shipment delays or require us to enter into royalty or licensing arrangements. Such royalty or licensing arrangements, if required, may not be available on terms acceptable to us, if at all. Thus, litigation to defend and enforce our intellectual property rights could have a material adverse effect on our business, financial condition, and results of operations, regardless of the final outcome of such litigation.
Our Application Service Provider strategy has yet to gain widespread acceptance.
Some businesses choose to access enterprise software applications through application service providers, or ASPs, which are businesses that host applications and provide access to software on a subscription basis. The public sector market for ASP solutions is new and unproven. Acceptance of our ASP model depends upon the ability and willingness of different governmental entities to accept and implement ASP solutions. Some prospective clients have expressed security and privacy concerns with the ASP model, including a concern regarding the confidential nature of the information and transactions available from and conducted with governments and concerns regarding off-site storage of such information. We have limited experience selling our solutions through ASPs and may not be successful in generating revenue from this distribution channel.
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Changes in the insurance markets may affect our ability to win some contract awards and may lead to increased expenses.
Some of our customers, primarily those for our property appraisal services, require that we secure performance bonds before they will select us as their vendor. The number of qualified, high-rated insurance companies that offer performance bonds has decreased in recent years, while the costs associated with securing these bonds has increased dramatically. In addition, we are generally required to issue a letter of credit as security for the issuance of a performance bond. We periodically enter into long-term borrowing agreements and each letter of credit we issue without corresponding cash collateral may reduce our borrowing capacity under the borrowing agreement. We cannot guarantee that we will be able to secure such performance bonds in the future on terms that are favorable to us, if at all. Our inability to obtain performance bonds on favorable terms or at all could impact our future ability to win some contract awards, particularly large property appraisal services contracts, which could have a material adverse effect on our business, financial condition, and results of operations.
Recent volatility in the stock markets, increasing shareholder litigation, the adoption of expansive legislation that redefines corporate controls (in particular, legislation adopted to prevent future corporate and accounting scandals), as well as other factors have recently led to significant increases in premiums for directors’ and officers’ liability insurance. The number of insurers offering directors and officers insurance at competitive rates has also decreased in recent years. Volatility of the insurance market may result in future increases in our general and administrative expenses, which may adversely affect future operating results.
Our stock price may be volatile.
The market price of our common stock may be volatile and may be significantly affected by many different factors. Some examples of factors that can have a significant impact on our stock price include:
| • | | actual or anticipated fluctuations in our operating results; |
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| • | | announcements of technological innovations, new products, or new contracts by us or our competitors; |
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| • | | developments with respect to patents, copyrights, or other proprietary rights; |
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| • | | conditions and trends in the software and other technology industries; |
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| • | | adoption of new accounting standards affecting the software industry; |
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| • | | changes in financial estimates by securities analysts; and |
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| • | | general market conditions and other factors. |
In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the common stock of technology companies. These broad market fluctuations may adversely affect the market price of our common stock. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. We cannot assure you that similar litigation will not occur in the future with respect to us. Such litigation could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect upon our business, operating results, and financial condition.
Historically, we have not paid dividends on our common stock.
We have not declared or paid a cash dividend since we entered the business of providing software solutions and services to the public sector in February 1998. Additionally, we may enter into credit agreements that could restrict our ability to pay cash dividends. We intend to retain earnings for use in the operation and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Provisions in our certificate of incorporation, bylaws, and Delaware law could deter takeover attempts.
Our board of directors may issue up to 1,000,000 shares of preferred stock and may determine the price, rights, preferences, privileges, and restrictions, including voting and conversion rights, of these shares of preferred stock. These determinations may be made without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock may make it more difficult for a third party to acquire a majority of our outstanding voting stock. In addition, some provisions of our Certificate of Incorporation, Bylaws, and of the Delaware General Corporation Law could also delay, prevent, or make more difficult a merger, tender offer, or proxy contest involving us.
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Financial Outlook.
From time to time in press releases and otherwise, we may publish forecasts or other forward-looking statements regarding our results, including estimated revenues or net earnings. Any forecast of our future performance reflects various assumptions. These assumptions are subject to significant uncertainties, and as a matter of course, any number of them may prove to be incorrect. Further, the achievement of any forecast depends on numerous risks and other factors (including those described in this discussion), many of which are beyond our control. As a result, we cannot be certain that our performance will be consistent with any management forecasts or that the variation from such forecasts will not be material and adverse. Current and potential stockholders are cautioned not to base their entire analysis of our business and prospects upon isolated predictions, but instead are encouraged to utilize our entire publicly available mix of historical and forward-looking information, as well as other available information regarding us, our products and services, and the software industry when evaluating our prospective results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
Not applicable.
We occupy a total of approximately 290,000297,000 square feet of office and warehouse space, 30,00042,000 of which we own. We lease our principal executive office located in Dallas, Texas, as well as other offices facilities and project offices for our operating companiesdivisions in California, Colorado, Connecticut, Florida, Georgia, Idaho, Iowa, Maine, Massachusetts, Michigan, New York, North Carolina, Ohio, South Dakota, Texas Washington, and Wisconsin.Washington.
ITEM 3. LEGAL PROCEEDINGS.
Prior to September 11, 2007, we had warrants outstanding to purchase 1.6 million shares of common stock at $2.50 per share, which were held by Bank of America, N. A. (“BOA”) pursuant to the terms of two Amended and Restated Stock Purchase Warrants (collectively, the “Warrants”). The exercise price could be paid either in cash or by a “cashless exercise” in which the holder was required to surrender the Warrants in exchange for warrant shares based on the following formula: [(Market Price – $2.50) / (Market Price)] x 1. 6 million shares, with the Market Price calculated as the immediately preceding 60-day trading average of our common stock. The Warrants identified specific exercise procedures for each method of exercise and further provided that any exercise would not be effective until we received all applicable documents, instruments, and the purchase price. The Warrants were originally issued on September 10, 1997 and were exercisable from that date until 5 p.m., Central Time, September 10, 2007, when they expired.
On September 10, 2007, at 4:44 p.m., Central Time, BOA attempted to effectuate a “cashless exercise” of the Warrants via email; however, we believe BOA did not comply with all of the requirements set forth in the Warrants for an effective exercise. At 5:37 p.m., Central Time, BOA recalled this email exercise notice, which we subsequently accepted. At 6:10 p.m., Central Time, BOA attempted to effectuate a cash exercise of the Warrants by emailing a different notice of exercise, which we believe also failed to comply with all of the requirements set forth in the Warrants for an effective exercise, and in any event, was after the expiration date of the Warrants. As a result, we believe these Warrants expired as of September 10, 2007 and have excluded the effect of the Warrants from potentially dilutive common shares as of such date in our earnings per share computation.
On October 12, 2007, we filed a declaratory judgment action against BOA in the District Court of Dallas County, Texas, 101st Judicial District requesting the court to declare, among other things, that the Warrants have expired pursuant to their terms. On November 14, 2007, BOA filed an original answer and counterclaim asserting, among other things, that the parties modified the exercise requirements of the Warrants, that Tyler breached the alleged modified contracts by refusing to deliver the warrant shares to BOA, and that BOA is therefore entitled to specific performance of the Warrants by us delivering the warrant shares or, in the alternative, to a recovery of damages, including attorneys’ fees, interest, and costs. While we believe the Warrants expired as of September 10, 2007, there can be no assurance as to the ultimate resolution of this matter.
Other than ordinary course, routine litigation incidental to our business and except as described in this Annual Report, there are no material legal proceedings pending to which we or our subsidiaries are partiesparty or to which any of our properties are subject.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is traded on the New York Stock Exchange under the symbol “TYL.” At December 31,
2004,2007, we had approximately
2,4002,150 stockholders of record. A number of our stockholders hold their shares in street name; therefore, there are substantially more than
2,4002,150 beneficial owners of our common stock.
The following table sets forthshows, for the calendar periods indicated, the high and low sales price per share of our common stock as reported on the New York Stock Exchange.
| | | | | | | | | | | |
| | | | | High | | | Low | |
| 2003: | | First Quarter | | $ | 4.40 | | | $ | 3.36 | |
| | | | | | | | | | | |
| | | Second Quarter | | | 4.79 | | | | 3.46 | |
| | | | | | | | | | | |
| | | Third Quarter | | | 7.45 | | | | 4.30 | |
| | | | | | | | | | | |
| | | Fourth Quarter | | | 10.15 | | | | 7.04 | |
| | | | | | | | | | | |
| 2004: | | First Quarter | | $ | 11.05 | | | $ | 8.75 | |
| | | | | | | | | | | |
| | | Second Quarter | | | 10.10 | | | | 8.17 | |
| | | | | | | | | | | |
| | | Third Quarter | | | 9.47 | | | | 7.97 | |
| | | | | | | | | | | |
| | | Fourth Quarter | | | 9.99 | | | | 7.60 | |
| | | | | | | | | | | |
| 2005: | | First Quarter (through February 28, 2005) | | $ | 8.45 | | | $ | 6.29 | |
| | | | | | | | | | | |
| | | | | High | | Low |
| 2006: | | First Quarter | | $ | 11.00 | | | $ | 8.40 | |
| | | Second Quarter | | | 11.50 | | | | 9.80 | |
| | | Third Quarter | | | 13.36 | | | | 10.27 | |
| | | Fourth Quarter | | | 14.99 | | | | 12.41 | |
| | | | | | | | | | | |
| 2007: | | First Quarter | | $ | 14.93 | | | $ | 12.03 | |
| | | Second Quarter | | | 13.28 | | | | 11.70 | |
| | | Third Quarter | | | 15.74 | | | | 11.39 | |
| | | Fourth Quarter | | | 16.20 | | | | 12.81 | |
| | | | | | | | | | | |
| 2008: | | First Quarter (through February 22, 2008) | | $ | 14.58 | | | $ | 12.29 | |
We did not pay any cash dividends in
20042007 or
2003. Our bank credit agreement contains restrictions on the payment of cash dividends. Also, we2006. We intend to retain earnings for use in the operation and expansion of our business, and, therefore, we do not anticipate declaring a cash dividend in the foreseeable future.
The following table summarizes certain information related to our stock option plan and our Employee Stock Purchase Plan (“ESPP”). There are no warrants or rights related to our equity compensation plans as of December 31, 2004.2007.
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Number of securities remaining |
| | | Number of securities remaining | | | Number of securities to be | | Weighted average | | available for future issuance |
| | | Number of securities to be issued upon | | available for future issuance under | | | issued upon exercise of | | exercise price of | | under equity compensation |
| | | exercise of outstanding options, | | Weighted average exercise | | equity compensation plans (excluding | | | outstanding options, | | outstanding | | plans (excluding securities |
| | | warrants and rights as of | | price of outstanding options, | | securities reflected in initial column as | | | warrants and rights as of | | options, warrants | | reflected in initial column as of |
| Plan Category | | December 31, 2004 | | warrants and rights | | of December 31, 2004) | | | December 31, 2007 | | and rights | | December 31,2007) |
| Equity compensation plans approved by security shareholders: | | |
| | | |
| Stock options | | 3,963,397 | | $ | 4.21 | | 1,153,967 | | | 3,972,076 | | $ | 7.16 | | 211,471 | |
| | | |
| ESPP | | 48,194 | | 7.11 | | 907,992 | | | 29,017 | | 10.96 | | 553,735 | |
| | | |
| Equity compensation plans not approved by security shareholders | | — | | — | | — | | | — | | — | | — | |
| | | | | | | | | | | | | |
| | | 4,011,591 | | $ | 4.24 | | 2,061,959 | | | 4,001,093 | | $ | 7.19 | | 765,206 | |
| | | | | | | | | | | | | |
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During 2004,2007, we purchased approximately 1.51.3 million shares of our common stock for an aggregate cash purchase price of $12.5$16.2 million. A summary of the repurchase activity during 20042007 is as follows:
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Additional | | Maximum number |
| | | Additional | | Maximum number | | | number of shares | | of shares that may |
| | | Total number | | number of shares | | Average | | of shares that may | | | Total number | | authorized that | | Average | | be repurchased |
| | | of shares | | authorized that | | price paid | | be repurchased under | | | of shares | | may be | | price paid | | under current |
| Period | | repurchased | | may be repurchased | | per share | | current authorization | | | repurchased | | repurchased | | per share | | authorization |
| Three months ended March 31 | | 191,000 | | — | | $ | 9.33 | | 1,789,000 | | | 290,000 | | — | | $ | 13.62 | | 741,000 | |
| Additional authorization by the board of directors | | | — | | 2,000,000 | | — | | 2,741,000 | |
| Three months ended June 30 | | 327,000 | | — | | 9.09 | | 1,462,000 | | | 599,000 | | — | | 11.99 | | 2,142,000 | |
| Three months ended September 30 | | 333,000 | | — | | 8.55 | | 1,129,000 | | | — | | — | | — | | 2,142,000 | |
| Additional authorization by the board of directors | | — | | 2,000,000 | | — | | 3,129,000 | | |
| October 1 through October 31 | | — | | — | | — | | — | | | — | | — | | — | | 2,142,000 | |
| November 1 through November 30 | | 528,000 | | — | | 8.20 | | 2,601,000 | | | — | | — | | — | | 2,142,000 | |
| December 1 through December 31 | | 80,000 | | — | | 7.86 | | 2,521,000 | | | 361,000 | | — | | 13.94 | | 1,781,000 | |
| | | | | | | | | | | | | | | |
| Total year ended December 31, 2004 | | 1,459,000 | | 2,000,000 | | $ | 8.58 | | 2,521,000 | | |
| Total year ended December 31, 2007 | | | 1,250,000 | | 2,000,000 | | $ | 12.93 | |
| | | | | | | | | | | | | | | |
The repurchase program, which was approved by our board of directors, was announced in October 2002, and was amended in April and July 2003, October 2004, October 2005 and October 2004.May 2007. On October 27, 2004,May 17, 2007, our board of directors authorized the repurchase of an additional 2.0 million shares for a total authorization to repurchase 3.1 million shares of our common stock.shares. As of December 31, 2004,2007, we had remaining authorization to repurchase up to 2.51.8 million additional shares of our common stock. There is no expiration date specified for the authorization and we intend to repurchase stock under the plan from time to time in the future.
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12
Performance Graph
The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
The following table compares total Shareholder returns for Tyler over the last five years to the Standard and Poor’s 500 Stock Index and the Standard and Poor’s 600 Information Technology Index assuming a $100 investment made on December 31, 2002. Each of the three measures of cumulative total return assumes reinvestment of dividends. The stock performance shown on the graph below is not necessarily indicative of future price performance.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Company / Index | | 12/31/02 | | | 12/31/03 | | | 12/31/04 | | | 12/31/05 | | | 12/31/06 | | | 12/31/07 | |
| |
| Tyler Technologies, Inc. | | | 100 | | | | 230.94 | | | | 200.48 | | | | 210.55 | | | | 337.17 | | | | 309.11 | |
| S&P 500 Index | | | 100 | | | | 128.68 | | | | 142.69 | | | | 149.70 | | | | 173.34 | | | | 182.86 | |
| S&P 600 Information Technology Index | | | 100 | | | | 153.87 | | | | 164.09 | | | | 163.70 | | | | 179.13 | | | | 195.80 | |
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ITEM 6. SELECTED FINANCIAL DATA.
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | |
| | | FOR THE YEARS ENDED DECEMBER 31, | |
| | | 2004 | | | 2003 | | | 2002 | | | 2001 | | | 2000 | |
STATEMENT OF OPERATIONS DATA:(1) | | | | | | | | | | | | | | | | | | | | |
| Revenues | | $ | 172,270 | | | $ | 145,454 | | | $ | 133,897 | | | $ | 118,816 | | | $ | 93,933 | |
| Costs and expenses: | | | | | | | | | | | | | | | | | | | | |
| Cost of revenues | | | 106,985 | | | | 88,621 | | | | 85,915 | | | | 78,797 | | | | 59,658 | |
| Selling, general and administrative expenses | | | 45,451 | | | | 38,390 | | | | 33,914 | | | | 30,830 | | | | 32,805 | |
Amortization of acquisition intangibles(2) | | | 2,714 | | | | 2,931 | | | | 3,329 | | | | 6,898 | | | | 6,903 | |
| | | | | | | | | | | | | | | | |
| Operating income (loss) | | | 17,120 | | | | 15,512 | | | | 10,739 | | | | 2,291 | | | | (5,433 | ) |
Realized gain on sale of investment in H.T.E., Inc.(3) | | | — | | | | 23,233 | | | | — | | | | — | | | | — | |
| Other income (expense), net | | | 317 | | | | 339 | | | | (698 | ) | | | (479 | ) | | | (4,884 | ) |
| | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations before income taxes | | | 17,437 | | | | 39,084 | | | | 10,041 | | | | 1,812 | | | | (10,317 | ) |
| Income tax provision (benefit) | | | 7,309 | | | | 13,106 | | | | 3,869 | | | | 1,540 | | | | (2,810 | ) |
| | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | $ | 10,128 | | | $ | 25,978 | | | $ | 6,172 | | | $ | 272 | | | $ | (7,507 | ) |
| | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations per diluted share | | $ | 0.23 | | | $ | 0.58 | | | $ | 0.12 | | | $ | 0.01 | | | $ | (0.17 | ) |
| | | | | | | | | | | | | | | | |
| Weighted average diluted shares | | | 44,566 | | | | 45,035 | | | | 49,493 | | | | 47,984 | | | | 45,380 | |
| OTHER DATA: | | | | | | | | | | | | | | | | | | | | |
EBITDA (4) | | $ | 28,377 | | | $ | 48,104 | | | $ | 18,557 | | | $ | 13,203 | | | $ | 4,253 | |
| STATEMENT OF CASH FLOWS DATA: | | | | | | | | | | | | | | | | | | | | |
| Cash flows provided (used) by operating activities | | $ | 22,159 | | | $ | 22,535 | | | $ | 19,845 | | | $ | 12,744 | | | $ | (7,126 | ) |
| Cash flows (used) provided by investing activities | | | (9,914 | ) | | | (590 | ) | | | (7,974 | ) | | | (9,706 | ) | | | 65,401 | |
| Cash flows used by financing activities | | | (9,940 | ) | | | (25,421 | ) | | | (3,398 | ) | | | (5,984 | ) | | | (52,022 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | AS OF DECEMBER 31, | | | FOR THE YEARS ENDED DECEMBER 31, | |
| | | 2004 | | 2003 | | 2002 | | 2001 | | 2000 | | | 2007 | | 2006 | | 2005 | | 2004 | | 2003 | |
BALANCE SHEET DATA:(1) | | |
STATEMENT OF OPERATIONS DATA(1): | | |
| Revenues | | | $ | 219,796 | | $ | 195,303 | | $ | 170,457 | | $ | 172,270 | | $ | 145,454 | |
| Costs and expenses: | | |
Cost of revenues(2) | | | 135,371 | | 120,499 | | 108,970 | | 108,432 | | 90,627 | |
Selling, general and administrative expenses(2) | | | 51,724 | | 48,389 | | 43,821 | | 42,931 | | 37,246 | |
| Research and development expense | | | 4,443 | | 3,322 | | 2,421 | | 2,520 | | 1,144 | |
| Restructuring charge | | | — | | — | | 1,260 | | — | | — | |
| Amortization of customer and trade name intangibles | | | 1,478 | | 1,318 | | 1,266 | | 1,267 | | 925 | |
| | | | | | | | | | | | | |
| Operating income | | | 26,780 | | 21,775 | | 12,719 | | 17,120 | | 15,512 | |
Realized gain on sale of investment in H.T.E., Inc.(3) | | | — | | — | | — | | — | | 23,233 | |
| Other income, net | | | 1,800 | | 1,080 | | 906 | | 317 | | 339 | |
| | | | | | | | | | | | | |
| Income from operations before income taxes | | | 28,580 | | 22,855 | | 13,625 | | 17,437 | | 39,084 | |
| Income tax provision | | | 11,079 | | 8,493 | | 5,432 | | 7,309 | | 13,106 | |
| | | | | | | | | | | | | |
| Income from operations | | | $ | 17,501 | | $ | 14,362 | | $ | 8,193 | | $ | 10,128 | | $ | 25,978 | |
| | | | | | | | | | | | | |
| | | |
| Income from operations per diluted share | | | $ | 0.42 | | $ | 0.34 | | $ | 0.19 | | $ | 0.23 | | $ | 0.58 | |
| | | | | | | | | | | | | |
| | | |
| Weighted average diluted shares | | | 41,352 | | 41,868 | | 42,075 | | 44,566 | | 45,035 | |
| | | |
| STATEMENT OF CASH FLOWS DATA: | | |
| Cash flows provided by operating activities | | | $ | 34,111 | | $ | 26,804 | | $ | 21,187 | | $ | 22,159 | | $ | 22,535 | |
| Cash flows (used by) provided by investing activities | | | | (34,275 | ) | | | (24,326 | ) | | 1,820 | | | (9,914 | ) | | | (590 | ) |
| Cash flows used by financing activities | | | | (7,406 | ) | | | (5,999 | ) | | | (14,847 | ) | | | (9,940 | ) | | | (25,421 | ) |
| | | |
| BALANCE SHEET DATA: | | |
| Total assets | | $ | 190,487 | | $ | 186,396 | | $ | 169,845 | | $ | 146,975 | | $ | 150,712 | | | $ | 241,508 | | $ | 220,276 | | $ | 194,437 | | $ | 190,487 | | $ | 186,396 | |
| Long-term obligations, less current portion | | — | | — | | 2,550 | | 2,910 | | 7,747 | | |
| Shareholders’ equity | | 118,400 | | 117,907 | | 118,656 | | 100,884 | | 96,122 | | | 137,211 | | 125,875 | | 112,197 | | 118,400 | | 117,907 | |
| | |
(1) | | For the years 2000 through 2004,In December 2003, we acquired Eden Systems, Inc. (“Eden”), a provider of financial, personnel and citizen services software for local governments. These results of operations include the results of those companies which comprise continuingthe operations of Eden from the respective dates we acquired the companies. Selected financial data for 2000 has been restated to reflect discontinuationdate of the information and property records services segment in 2000. See Notes 2 and 3 in the Notes to the Consolidated Financial Statements.its acquisition. |
| | | |
(2) | | Effective January 1, 2002,2006, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 142 “Goodwill123R, “Share-Based Payment” using the modified-prospective method. In 2007 and Other Intangible Assets”. Under the standard, goodwill2006, respectively, cost of revenues included $227,000 and intangible assets with indefinite useful lives are no longer amortized but instead tested for impairment at least annually.$147,000 share-based compensation expense. Selling, general and administrative expenses in 2007 and 2006, respectively, included $2.1 million and $1.8 million share-based compensation expense. In accordance with the standard, results of operations for the years prior to 20022006 are reported under the previous accounting standards for goodwillstandard and intangible assets. Amortizationno expense net of income taxes, related to goodwill (including assembled workforce subsumed into goodwill) no longer expensed under the standard was $2,960 in 2001 and $2,934 in 2000.recorded. |
| | | |
(3) | | On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our 5.6 million shares of H.T.E., Inc. (“HTE”) common stock to SunGard Data Systems Inc. for $7.00 cash per share. Our original cost basis in the HTE shares was $15.8 million. After transaction and other costs, we recorded a gross realized gain of $23.2 million ($16.2 million or $0.36 per diluted share after income taxes of $7.0 million) for the year ended December 31, 2003. |
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| | |
(4)
| | EBITDA consists of income (loss) from continuing operations before interest, income taxes, depreciation and amortization. Although EBITDA is not a defined measure of operating performance or cash flows in accordance with accounting principles generally accepted in the United States (“GAAP”), we believe that EBITDA is widely used as a measure of operating performance. Nevertheless, the measure should not be considered in isolation or as a substitute for operating income, cash flows from operating activities, or any other measure for determining operating performance or liquidity that is calculated in accordance with GAAP. EBITDA is not necessarily an indication of amounts that may be available for us to reinvest or for any other discretionary uses and does not take into account our debt service requirements and other commitments. In addition, since all companies do not calculate EBITDA in the same manner, this measure may not be comparable to similarly titled measures reported by other companies. The following reconciles EBITDA to income (loss) from continuing operations for the periods presented: |
| | | | | | | | | | | | | | | | | | | | | |
| | | FOR THE YEARS ENDED DECEMBER 31, | |
| | | 2004 | | | 2003 | | | 2002 | | | 2001 | | | 2000 | |
| Income (loss) from continuing operations | | $ | 10,128 | | | $ | 25,978 | | | $ | 6,172 | | | $ | 272 | | | $ | (7,507 | ) |
| Amortization of acquisition intangibles | | | 2,714 | | | | 2,931 | | | | 3,329 | | | | 6,898 | | | | 6,903 | |
| Depreciation and amortization (included in cost of revenues and selling, general and administrative expenses) | | | 8,672 | | | | 6,465 | | | | 5,193 | | | | 4,014 | | | | 2,783 | |
| Interest (income) expense, net (included in other income (expense), net) | | | (446 | ) | | | (376 | ) | | | (6 | ) | | | 479 | | | | 4,884 | |
| Income tax provision (benefit) | | | 7,309 | | | | 13,106 | | | | 3,869 | | | | 1,540 | | | | (2,810 | ) |
| | | | | | | | | | | | | | | | |
| EBITDA (2003 includes $23,233 gross realized gain on sale of investment in H.T.E., Inc.) | | $ | 28,377 | | | $ | 48,104 | | | $ | 18,557 | | | $ | 13,203 | | | $ | 4,253 | |
| | | | | | | | | | | | | | | | |
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
FORWARD LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains forward-looking statements. The forward-looking statements are made in reliance upon safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The
forward lookingforward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in
the section of Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled “Factors That May Affect Our Future Results and Market Price of Our Stock.Item 1A, “Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors described in this Annual Report and other documents we file from time to time with the SEC.
When used in this Annual Report, the words “believes,” “plans,” “estimates,” “expects,” “anticipates,” “intends,” “continue,” “may,” “will,” “should,” “projects,” “forecasts,” “might,” “could” or the negative of such terms and similar expressions are intended to identify forward-looking statements.
We provide integrated information management solutions and services for local governments. We develop and market a broad line of software products and services to address the information technology (“IT”) needs of cities, counties, schools and other local government entities. In addition, we provide professional IT services to our customers, including software and hardware installation, data conversion, training and for certain customers, product modifications, along with continuing maintenance and support for customers using our systems. We also provide
subscription-based services such as application service provider arrangements and other hosting services as well as property appraisal outsourcing services for taxing jurisdictions.
Our products are generally grouped into four major areas:
| • | | Financial Management and City Solutions;Education; |
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| • | | Courts and Justice; |
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| • | | Property Appraisal and Tax; and |
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| • | | Document Management. |
We monitor and analyze several key performance indicators in order to manage our business and evaluate our financial and operating performance. These indicators include the following:
| | • | | Revenues –— We derive our revenues from fourfive primary sources: sale of software licenses; subscription-based services; software services; appraisal services; and maintenance and support. Because the majority of the software we sell primarilyis “off-the-shelf” software,, increased sales of software products generally result in incrementally higher gross margins. Thus, the most significant driver to our business is the number and size of software license sales. In addition, new software license sales generally generate implementation services revenues as well as future maintenance and support revenues, which we view as a recurring revenue source. We also monitor our customer base and churn since our maintenance and support revenue should increase due to our historically low customer turnover. |
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| | • | | Cost of Revenues and Gross Margins –— Our primary cost component is personnel expenses in connection with providing software implementation, subscription-based services and appraisal services to our customers. We can improve gross margins by controlling headcount and related costs and by expanding our revenue base, especially from those products and services that produce incremental revenue with minimal incremental cost, such as software licenses, subscription-based services, and maintenance and support. Our appraisal projects are seasonal in nature, and we often employ appraisal personnel on a short-term basis to coincide with the life of a project. As of December 31, 2007, our total full-time equivalent employee count increased to 1,627 from 1,513 at December 31, 2006. The majority of these additions were to our implementation and support staff, including additions to our capacity to deliver our backlog, particularly for our Odyssey courts and justice solutions. Our implementation and support staff at December 31, 2007 includes 73 full-time equivalent employees added as a result of two acquisitions completed in 2007. |
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| | • | | Selling, General and Administrative (“SG&A”) Expenses –— The primary components of SG&A expense are administrative and sales personnel salaries and commissions, marketing expense, research and development costs, rent and professional fees. Sales commissions generally fluctuate with revenues but other administrative expenses tend to grow at a slower rate than revenues; however, these costs have recently grown disproportionately because of the requirements of corporate governance legislation. Research and development costs will fluctuate from year-to-year depending on product development activity.revenues. |
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| | • | | Liquidity and Cash Flows –— The primary driver of our cash flows is net income. In addition, 2003 cash flow was positively impacted when we sold our investment in H.T.E., Inc. and received $39.3 million in cash proceeds. Uses of cash include acquisitions, capital investments in software development and property and equipment and the discretionary purchases of treasury stock. During 2007 we used cash of $9.0 million to acquire two companies and miscellaneous other software assets. In 2004,2007, we also purchased 1.51.3 million shares of our common stock at ouran aggregate cash purchase price of $12.5$16.2 million. Our working capital needs are fairly stable throughout the year with the significant components of cash outflows being payment of personnel expenses offset by cash inflows representing collection of accounts receivable and cash receipts from customers in advance of revenue being earned. |
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| | • | | Balance Sheet –— Cash, accounts receivable and days sales outstanding and deferred revenue balances are important indicators of our business. |
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| • | EBITDA – Although EBITDA is not a measure of liquidity required by or presented in accordance with GAAP, we monitor EBITDA as a liquidity measure because of our active acquisition program and the related amortization of our acquisition intangible assets and our significant investment in capitalized software development. In addition we also use EBITDA to evaluate and price potential acquisition candidates. However EBITDA has limitations as an analytical tool and you should not consider EBITDA as an alternative to cash flow from operating activities as a measure of our liquidity or in isolation or as a substitute for analysis of our results as reported under GAAP. For example, EBITDA does not reflect cash expenditures or future requirements for capital expenditures, or changes in, or cash requirements for, our working capital needs. |
When considering acquisition opportunities, we generally focus on companies with strong management teams and employee groups and excellent customer relationships. In December 2003 we acquired Eden Systems, Inc. (“Eden”), a provider of financial, personnel and citizen services systems for local governments. In December 2003, we also acquired certain assets of a business that provides forms software to users of some of our software products. Prior to these acquisitions, our most recent acquisition was completed in November 1999.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the reported amounts of revenues,
cost of revenues and expenses during the reporting period, and related disclosure of contingent assets and liabilities. The Notes to the Consolidated Financial Statements included as part of this Annual Report describe our significant accounting policies used in the preparation of the consolidated financial statements.
On an on-going basis, we evaluate ourSignificant items subject to such estimates
including, but not limited to, those related toand assumptions include the application of the percentage-of-completion and proportionate performance methods of revenue recognition, the carrying amount and estimated useful lives of intangible assets,
bad debtsdetermination of share-based compensation expense and
our service contracts.valuation allowance for receivables. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition. We recognize revenues in accordance with the provisions of the American Institute of Certified Public Accountants Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by SOP 98-4 and SOP 98-9, as well as Technical Practice Aids issued from time to time by the American Institute of Certified Public Accountants, and in accordance with the SECSecurities and Exchange Commission Staff Accounting Bulletin No. 104 “Revenue Recognition.” We recognize revenue on our appraisal services contracts using the proportionate performance method of accounting, with considerations for the provisions of Emerging Issue Task Force (“EITF”) No. 00-21, “Revenue Arrangements with Multiple Deliverables.” Our revenues are derived from salesales of software licenses, subscription-based services, appraisal services, maintenance and support, ,andand services that typically range from installation, training and basic consulting to software modification and customization to meet specific customer needs. For multiple element software arrangements, which do not entail the performance of services that are considered essential to the functionality of the software, we generally record revenue when the delivered products or performed services result in a legally enforceable and non-refundable claim. We maintain allowances for doubtful accounts and sales adjustments, and estimated cost of product warranties, which are provided at the time the revenue is recognized. Because most of our customers are governmental entities, we rarely incur a loss resulting from the inability of a customer to make required payments. Occasionally, customers may becomeIn a limited number of cases, we encounter a customer who is dissatisfied with the functionalitysome aspect of the software products and/product or our service, and we may offer a “concession” to such customer. In those limited situations where we grant a concession, we rarely reduce the quality ofcontract arrangement fee, but alternatively may perform additional services, such as additional training or programming a minor feature the services and request a reduction of the total contract price or similar concession. While we engagecustomer had in extensive product and service quality assurance programs and processes, our allowances for these contract price reductions may need to be revised in the future.their prior software solution. These amounts have historically been considered nominal. In connection with our customer contracts and the adequacy of related allowances and measures of progress towards contract completion, our project managers are charged with the responsibility to continually review the status of each customer on a specific contract basis. Also, management at our corporate offices as well as at our operating companieswe review, on at least a quarterly basis, significant past due accounts receivable and the adequacy of related reserves. Events or changes in circumstances that indicate that the carrying amount for the allowances for doubtful accounts and sales adjustments and estimated cost of product warranties may require revision, include, but are not limited to, deterioration of a customer’s financial condition, failure to manage our customer’s expectations regarding the scope of the services to be delivered, and defects or errors in new versions or enhancements of our software products.
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For those software arrangements that
includeinvolve significant production, modification or customization of the software, which is considered essential to its functionality, and for substantially all
of our real estateproperty appraisal outsourcing projects, we recognize revenue and profit as the work progresses using the
16
percentage-of-completion method and the proportionate performance method of revenue recognition. These methods rely on estimates of total expected contract revenue, billings and collections and expected contract costs, as well as measures of progress toward completion. We believe reasonably dependable estimates of revenue and costs and progress applicable to various stages of a contract can be made. At times, we perform additional and/or non-contractual services for little to no incremental fee to satisfy customer expectations. If changes occur in delivery, productivity or other factors used in developing our estimates of expected costs or revenues, we revise our cost and revenue estimates, and any revisions are charged to income in the period in which the facts that give rise to that revision first become known.
We use contract accounting, primarily the percentage-of-completion method, and apply the provisions of SOP No. 81-1 “Accounting for Performance of Construction — Type and Certain Production — Type Contracts” for those software arrangements that includeinvolve significant production, modification or customization or modification of the software, or where our software services are otherwise considered essential to the functionality of the software. In addition, we recognize revenue using the proportionate performance method of revenue recognition for our real estateproperty appraisal projects, some of which can range up to three years. In connection with these and certain other contracts, we may perform the work prior to when the services are billable and/or payable pursuant to the contract. The termination clauses in most of our contracts provide for the payment for the fair value of products delivered and services performed in the event of an early termination.
For subscription-based services such as application service provider arrangements and other hosting arrangements, we evaluate whether each of the elements in these arrangements represents a separate unit of accounting, as defined by EITF 00-21, using all applicable facts and circumstances, including whether (i) we sell or could readily sell the element unaccompanied by the other elements, (ii) the element has stand-alone value to the customer, (iii) there is objective reliable evidence of the fair value of the undelivered item, and (iv) there is a general right of return. We consider the applicability of EITF No. 00-03, “Application of SOP 97-2 to Arrangements That Include the Right to Use Software Stored on Another Entity’s Hardware” on a contract-by-contract basis. In hosted term-based agreements, where the customer does not have the contractual right to take possession of the software, hosting fees are recognized on a monthly basis over the term of the contract commencing when the customer has access to the software. For professional services associated with hosting arrangements that we determine do not have stand-alone value to the customer, we recognize the services revenue ratably over the remaining contractual period once hosting has gone live and we may begin billing for the hosting services. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenues, depending on whether the revenue recognition criteria have been met.
In connection with certain of our contracts, we have recorded retentions receivable or unbilled receivables consisting of costs and estimated profit in excess of billings as of the balance sheet date. Many of the contracts which give rise to unbilled receivables at a given balance sheet date are subject to billings in the subsequent accounting period. Management reviews unbilled receivables and related contract provisions to ensure we are justified in recognizing revenue prior to billing the customer and that we have objective evidence which allows us to recognize such revenue. In addition, we have a sizable amount of deferred revenue which represents billings in excess of revenue earned.
ThisThe majority of this liability
primarily consists of maintenance billings
infor which payments are made in advance and the revenue is ratably earned over the maintenance period, generally one year. We also have deferred revenue for those contracts in which we receive a deposit and the conditions in which to record revenue for the service or product has not been met. On a periodic basis, we review by customer the detail components of our deferred revenue to ensure our accounting remains appropriate.
Intangible Assets and Goodwill. Our business acquisitions typically result in the creation of goodwill and other intangible asset balances, and these balances affect the amount and timing of future period amortization expense, as well as expense we could possibly incur as a result of an impairment charge. The cost of acquired companies is allocated to identifiable tangible and intangible assets based on estimated fair value, with the excess allocated to goodwill. Accordingly, we have a significant balance of acquisition date intangible assets, including software, customer related intangibles, trade name and goodwill. In addition, we capitalize software development costs incurred subsequent to the establishment of technological feasibility. Certain of theseThese intangible assets are amortized over their estimated useful lives. All intangible assets with definite and indefinite lives are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of goodwill is generally measured by a comparison of the carrying amount of an asset to its fair value, generally determined by estimated future net cash flows expected to be generated by the asset. Recoverability of other intangible assets is generally measured by comparison of the carrying amount to estimated undiscounted future cash flows. The assessment of recoverability or of the estimated useful life for amortization purposes will be affected if the timing or the amount of estimated future operating cash flows is not achieved. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant decrease in the market value of the business or asset acquired, a significant adverse change in the extent or manner in which the
23
business or asset acquired is used, or a significant adverse change in the business climate. In addition, products, capabilities, or technologies developed by others may render our software products obsolete or non-competitive.
17
Share-Based Compensation.We have a stock option plan that provides for the grant of stock options to key employees, directors and non-employee consultants. Prior to January 1, 2006, we accounted for share-based compensation utilizing the intrinsic value method in accordance with the provisions of Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Accordingly, no compensation expense was recorded because the exercise prices of the stock options equaled the market prices of the underlying stock on the dates of grants. Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards (“ SFAS”) No. 123R, “Share-Based Payment,” which establishes accounting for share-based awards exchanged for employee services, using the modified prospective application transition method. Subsequently, we recorded compensation expense in our statement of operations over the service period that the awards are expected to vest.
We estimate the fair value of share-based awards on the date of grant using the Black-Scholes option valuation model. Share-based compensation expense includes the estimated effects of forfeitures, which will be adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ from such estimates. Changes in estimated forfeitures are recognized in the period of change and will also impact the amount of expense to be recognized in future periods. Forfeiture rate assumptions are derived from historical data. We estimate stock price volatility at the date of grant based on the historical volatility of our common stock. Estimated option life is determined using the “simplified method” in accordance with Staff Accounting Bulletin No. 107. Determining the appropriate fair-value model and calculating the fair value of share-based awards at the grant date requires considerable judgment, including estimating stock price volatility, expected option life and forfeiture rates.
ANALYSIS OF RESULTS OF OPERATIONS AND OTHER
The following discussion compares the historical results of operations on a basis consistent with GAAP for the years ended December 31,
2004, 20032007, 2006 and
2002. These results include the results of operations of Eden from the date of its acquisition on December 2, 2003. See Note 2 in the Notes to the Consolidated Financial Statements.2005.
20042007 Compared to 20032006The following table sets forth a comparison of the key components of our revenues for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | % of | | % of | | 2004 vs. 2003 | | | % of | | % of | | Change | |
| ($ in thousands) | | 2004 | | Total | | 2003 | | Total | | $ | | % | | | 2007 | | Total | | 2006 | | Total | | $ | | % | |
| Software licenses | | $ | 30,258 | | | 18 | % | | $ | 25,914 | | | 18 | % | | $ | 4,344 | | | 17 | % | | $ | 35,063 | | | 16 | % | | $ | 37,247 | | | 19 | % | | $ | (2,184 | ) | | | (6 | )% |
| Subscriptions | | | 10,406 | | 5 | | 7,298 | | 4 | | 3,108 | | 43 | |
| Software services | | 49,786 | | 29 | | 37,128 | | 25 | | 12,658 | | 34 | | | 60,283 | | 27 | | 50,861 | | 26 | | 9,422 | | 19 | |
| Maintenance | | 57,760 | | 33 | | 47,157 | | 32 | | 10,603 | | 22 | | | 85,411 | | 39 | | 73,413 | | 38 | | 11,998 | | 16 | |
| Appraisal services | | 27,394 | | 16 | | 30,011 | | 21 | | | (2,617 | ) | | | (9 | ) | | 21,318 | | 10 | | 19,755 | | 10 | | 1,563 | | 8 | |
| Hardware and other | | 7,072 | | 4 | | 5,244 | | 4 | | 1,828 | | 35 | | | 7,315 | | 3 | | 6,729 | | 3 | | 586 | | 9 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | $ | 172,270 | | | 100 | % | | $ | 145,454 | | | 100 | % | | $ | 26,816 | | | 18 | % | | $ | 219,796 | | | 100 | % | | $ | 195,303 | | | 100 | % | | $ | 24,493 | | | 13 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Software licenses. ForSoftware license revenues consist of the following components for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | % of | | | | | | | % of | | | Change | |
| ($ in thousands) | | 2007 | | | Total | | | 2006 | | | Total | | | $ | | | % | |
| Financial management and education | | $ | 24,988 | | | | 71 | % | | $ | 27,292 | | | | 73 | % | | $ | (2,304 | ) | | | (8 | )% |
| Courts and justice | | | 5,987 | | | | 17 | | | | 4,756 | | | | 13 | | | | 1,231 | | | | 26 | |
| Appraisal and tax and other | | | 4,088 | | | | 12 | | | | 5,199 | | | | 14 | | | | (1,111 | ) | | | (21 | ) |
| | | | | | | | | | | | | | | | | | | | |
| Total revenues | | $ | 35,063 | | | | 100 | % | | $ | 37,247 | | | | 100 | % | | $ | (2,184 | ) | | | (6 | )% |
| | | | | | | | | | | | | | | | | | | | |
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In 2007 we signed 86 material new contracts with average software license fees of approximately $434,000, compared to 78 material new contracts signed in 2006 with average software license fees of approximately $326,000. We consider contracts with a license fee component of $100,000 or more to be material. Although a contract is signed in a particular year, the year ended December 31, 2004, software license revenues included $3.5 million relatedin which the revenue is recognized may be different because we recognize revenue according to Eden Systems, compared to $100,000 forour revenue recognition policy as described in Note 1 in the same prior year period. Excluding the software license revenue related to Eden, the increaseConsolidated Financial Statements.
Changes in software license revenues
from 2003 to 2004 was approximately $900,000 or 3%. The change was the resultconsist of the following
factors:components:
| • | | Software license revenue related to our financial management and education solutions for 2007 decreased 8% compared to the prior year. Over half the decline was due to product mix in 2007 that required less third party software. A portion of the remaining decline was mainly due to a number of customers in 2007 choosing our subscription-based options, rather than purchasing the software under a traditional perpetual software license arrangement. Although these customers represented a relatively small percentage of new customers, the size of those contracts was larger than in the prior year. Subscription-based arrangements result in lower software license revenues in the initial year as compared to traditional perpetual software license arrangement but generate higher overall subscription-based services revenue over the term of the contract. |
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| • | | Software license revenue related to our courts and justice software solutions increased 26% for 2007 compared to the prior year. In the fourth quarter of 2007 we recorded software license revenue of approximately $1.3 million from a contract which had been deferred in accordance with the terms of the contract. |
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| • | | Appraisal and tax and other software license declined 21% in 2007 compared to the prior year primarily due to the deferral of software license revenue on a customer arrangement pending establishment of a revised timeline for the completion of certain development and implementation services. We currently expect a revised implementation schedule will be established and we will collect the remaining license fees contained in the arrangement. |
Subscriptions.Subscription-based services revenue primarily consists of revenues derived from application service provider (“ASP”) arrangements and other hosted service offerings, software subscriptions and disaster recovery services. ASP and other software subscriptions agreements are typically for periods of three to six years and automatically renew unless either party cancels the agreement. Disaster recovery and miscellaneous other hosted service agreements are typically renewable annually. New ASP customers provided approximately two-thirds of the subscription revenue increase due to further expansion into existing markets and new markets such as Pennsylvania and Texas.
Software services. Changes in software services revenues consist of the following components:
| | • | Financial | Software services revenue related to financial management and cityeducation solutions, which comprises approximately half of our software license revenues (excluding Eden) increased $4.9 millionservices revenue in the years presented, experienced modest increases compared to the prior year due to a combination of geographic expansion on the west coastincreased contract volume and in the southwest United States,additions to implementation and an increase in our implementationtraining staff which has allowed us to install software products more quickly. In addition, the completion in March 2004 of software enhancements to one of our financial software products has enabled us to expand into larger citiesdeliver our backlog at a faster rate. Excluding the impact of acquisitions we have added approximately 40 people to our financial management and counties, resulting in larger contracts. Our financialeducation implementation and city solutions software products automate accounting systems for cities, counties, school districts, public utilities and not-for-profit organizations.training staff over the last twelve months. |
| |
| | • | Justice | Software services revenue related to our courts and courts software license revenues decreased $3.5 millionjustice solutions experienced substantial increases compared to the prior year, withreflecting increased contract volume. We had approximately $1.4 million of the decline due to lower revenues from Odyssey Case Management system (“Odyssey Courts”). In September 2003, we successfully installed the first phase of Odyssey Courts in the State of Minnesota and Lee County, Florida. The contract with the State of Minnesota is one of the largest software contracts in our history, and we recorded $3.4 million of software license revenue in 2003 for both Minnesota and Lee County. In 2004, we had seven34 active Odyssey contracts in process, several of which began late in the year. We are recognizing revenue on these contracts using contract accounting and recorded2007 compared to approximately $2.0 million of revenue for25 active Odyssey contracts in 2004. The remaining decline reflects lower sales of2006, primarily due to continued expansion in Texas and Florida and a new contract with Indiana. We have added approximately 50 people to our legacy courts and justice products. |
We have recently introduced a variety of new software products which have replaced certain legacy products. The acceptance of these new products in the marketplace is on-going. The following software products have been released in the last two years:
| | |
Products | | General Release Date |
Odyssey Courts | | September 2003 |
Orion Appraisalimplementation and Tax and other related products | | March 2004 – December 2004 |
Eagle Document Management | | July 2004 |
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Software services. Software services revenues increased $4.9 million, or 13%, compared to the prior year period after excluding the increase in software services revenues generated by Eden of $7.7 million. Higher software services revenues were attributable to the following factors:
| • | Excluding Eden, software services revenues from our financial and city solutions products were $2.5 million, or 14%, higher in 2004, primarily as a result of the increase in related software licenses salestraining staff over the prior year. Typically, contracts for software license include services such as installing the software, converting the customers’ data to be compatible with the software and training customer personnel to use the software. Increased staffing levels also allowed for faster implementation of our backlog. In addition, we have been expanding our application service provider (ASP) and disaster recovery markets, which contributed approximately $750,000 to the increase in 2004.last twelve months. |
| |
| | • | | Software services revenuesrevenue related to appraisal and tax and other solutions, which comprise approximately 25% of our software productsservices revenue in the periods presented, had moderate increases for the year ended December 31, 2004 were $1.6 million higher than2007 compared to the prior year. SalesThe majority of Orion, our newthe increase is related to one large appraisal and tax product generated approximately $1.4 millionsoftware implementation, which was substantially completed by December 31, 2007. The level of the increase. |
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| • | In 2004, our document management division entered into a $1.9 million contract to convert data into a microfilm format, which generated a $675,000 increase inappraisal and tax software services revenue overrevenues for 2008 will depend on our ability to replace the prior year. This contract is expected to be completed in late 2005.revenues associated with this large implementation. |
Maintenance. We provide maintenance and support services for our software products and third party software. Maintenance revenues forincreased over the year ended December 31, 2004 included $4.1 million from Eden, compared to $300,000 for the same prior year period. Excluding the impact of Eden, maintenance revenues during the year ended December 31, 2004 increased approximately 15% compared to 2003 due to growth in our installed customer base and slightly higher maintenance rates on certain product lines.most of our solutions.
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Appraisal services.
Appraisal services are project-oriented and are driven in part by revaluation cycles in various states. Appraisal services revenue for 2007 was 8% higher than the prior year period. The
decreaseincrease was due to activity related to Ohio’s revaluation cycle, which occurs every six years, and a $4.0 million contract with Fulton County, Georgia, which began late in
2006. The Ohio revaluation projects began with smaller counties late in the first quarter of 2006 and expanded to larger counties by the third quarter of 2006. A substantial portion of the Ohio revaluation projects was complete by December 31, 2007. We anticipate appraisal services revenues
is duefor 2008 will decline moderately compared to
2007 if we are unable to replace the
completion of certain significant appraisal
contracts, particularlyservices revenues associated with the
completion of our contract with Lake County, Indiana in the fourth quarter of 2003. These larger projects are often relatively discretionary in nature, and the projects we recently completed have not been replaced by similar projects.Ohio revaluation.
Cost of Revenues and Gross Margins The following table sets forth a comparison of the key components of our cost of revenues and associated gross margins, and those components stated as a percentage of related revenues for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | % of | | % of | | | | | % of | | % of | | | |
| | | related | | related | | 2004 vs. 2003 | | | related | | related | | Change | |
| ($ in thousands) | | 2004 | | revenues | | 2003 | | revenues | | $ | | % | | | 2007 | | revenues | | 2006 | | revenues | | $ | | % | |
| Software licenses | | $ | 8,819 | | | 29 | % | | $ | 6,610 | | | 26 | % | | $ | 2,209 | | | 33 | % | | $ | 7,953 | | | 23 | % | | $ | 9,968 | | | 27 | % | | $ | (2,015 | ) | | | (20 | )% |
| Software services and maintenance | | 72,609 | | 68 | | 56,892 | | 67 | | 15,717 | | 28 | | |
| Acquired software | | | 2,279 | | 7 | | 1,360 | | 4 | | 919 | | 68 | |
| Software services, maintenance and subscriptions | | | 104,993 | | 67 | | 90,601 | | 69 | | 14,392 | | 16 | |
| Appraisal services | | 20,132 | | 73 | | 21,275 | | 71 | | | (1,143 | ) | | | (5 | ) | | 14,467 | | 68 | | 13,563 | | 69 | | 904 | | 7 | |
| Hardware and other | | 5,425 | | 77 | | 3,844 | | 73 | | 1,581 | | 41 | | | 5,679 | | 78 | | 5,007 | | 74 | | 672 | | 13 | |
| | | | | | | | | | | | | | | |
| Total cost of revenues | | $ | 106,985 | | | 62 | % | | $ | 88,621 | | | 61 | % | | $ | 18,364 | | | 21 | % | | $ | 135,371 | | | 62 | % | | $ | 120,499 | | | 62 | % | | $ | 14,872 | | | 12 | % |
| | | | | | | | | | | | | | | |
| Overall gross margin | | | 38 | % | | | 39 | % | | |
| | | | | | | |
The following table sets forth a comparison of gross margin percentage by revenue type for the periods presented for the following years ended December 31:
| | | | | | | | | | | | | |
| Gross margin percentages | | 2007 | | 2006 | | Change |
| Software licenses and acquired software | | | 70.8 | % | | | 69.6 | % | | | 1.2 | % |
| Software services, maintenance and subscriptions | | | 32.7 | | | | 31.1 | | | | 1.6 | |
| Appraisal services | | | 32.1 | | | | 31.3 | | | | 0.8 | |
| Hardware | | | 22.4 | | | | 25.6 | | | | (3.2 | ) |
| |
| Overall gross margin | | | 38.4 | % | | | 38.3 | % | | | 0.1 | % |
CostSoftware license. The main component of our cost of software license revenues. The increase is related toamortization expense for capitalized development costs on certain software products, with third party software costs making up the general release of several software development products and the commencement of the related amortization expense.balance. Once a product is released, we begin to amortize, the costs associated with its development over the estimated useful life of the product.product, any capitalized costs associated with its development. Amortization expense is determined on a product-by-product basis at an annual rate not less than straight-line basis over the product’s estimated life, (generally 3-5 years).which is generally five years. Development costs consist mainly of personnel costs, such as salary and benefits paid to our developers, and rent for related office space. Current
For 2007 our software license gross margin percentage increased slightly compared to the prior year
because our product
releases include the Orion appraisal and tax products and an enhancement to one of our financial and city solutions products. Amortizationmix in 2007 included less third party software, which has higher associated costs than proprietary software. The gross margin also benefited from lower amortization expense
for 2004 also includes a full year of expense related to Odyssey Courts versus only four months in 2003.19
Cost of software development costs because some products became fully amortized during the first quarter of 2006.
Software services, maintenance and maintenance revenuessubscription-based services. Cost of software services, maintenance and maintenance revenuessubscriptions primarily consists of expenses, such as personnel costs related to installation of our software, licenses, conversion of customer data, training customer personnel and support activities and various other services such as ASP and disaster recovery. DuringFor 2007 the year ended December 31, 2004, Eden contributed cost of software services, and maintenance revenues of $7.9 million, compared to $500,000 inand
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subscription gross margin percentage increased 1.6% over the prior year. Excluding Eden, cost of softwareyear because maintenance and various other services such as ASP and maintenance revenues increased $8.3 million, or 15%, during 2004. Additional staff has been added to provide faster implementation of our existing backlog. Excluding Eden, software services and maintenance revenues increased 14% for the year ended December 31, 2004 compared to 2003. Cost of software services and maintenance revenues increased moredisaster recovery costs typically grow at a slower rate than the associatedrelated revenues due to leverage in the time requiredutilization of our support and maintenance staff and economies of scale. We have increased our implementation and support staff by 162 full-time equivalent employees since December 31, 2006. This increase includes 73 additional employees related to acquisitions completed in 2007. The remaining additions were to increase our capacity to train and orient additional personnel hired during 2004 before they can effectively perform revenue-generating tasks, such as trainingdeliver our contract backlog, particularly for our courts and implementations. In addition, expensesjustice solutions.
Appraisal services. Higher revenues associated with increased
asactivity on the
costs relatedOhio revaluation projects contributed to
certain employees who previously worked on new software development products ceased to be capitalized as those projects were completed and these employees moved into implementation and support functions.Cost ofthe slight appraisal services revenues. The decline in the cost of appraisal services revenues is consistent with lower appraisal services revenues. In 2004, appraisal revenues declined at a faster rate than cost of appraisal revenues due to the use of subcontractors to supplement our appraisal staff on some of our larger contracts during 2004, resulting in lower margins. The nature and timing of these contracts required us to retain staff on either short notice or with specific qualifications, thus increasing the associated costs as agross margin percentage of appraisal revenues.
Gross margin.Excluding the results of Eden, ourincrease.
Our blended gross margin for
20042007 was
37%flat compared to
39% in the prior year. The decline in gross margin from the prior year
period was due to
a revenue mix that included less software license and significant additions to our development and implementation staff to deliver our growing backlog. Software license revenue inherently has higher gross margins than other revenues such as professional services and hardware. Although the
following factors: | • | Higher amortization costs of our software development products released from mid-year 2003 through 2004; and |
|
| • | The utilization of sub-contractors by our property appraisal and tax and document management divisions during 2004. |
revenue mix for 2007 also included less software license than the prior year, the negative impact on the gross margin was offset by lower third party software costs as well as lower amortization expense of software development costs described above.
Selling, General and Administrative Expenses The following table sets forth a comparison of our selling, general and administrative (“SG&A”) expenses (SG&A) for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | % of | | % of | | 2004 vs. 2003 | | | % of | | % of | | Change |
| ($ in thousands) | | 2004 | | revenues | | 2003 | | revenues | | $ | | % | | | 2007 | | revenues | | 2006 | | revenues | | $ | | % |
| Selling, general and administrative expenses | | $ | 45,451 | | | 26 | % | | $ | 38,390 | | | 26 | % | | $ | 7,061 | | | 18 | % | | $ | 51,724 | | | 24 | % | | $ | 48,389 | | | 25 | % | | $ | 3,335 | | | 7 | % |
SG&A
associated with Eden amountedcosts grew at a slower rate than revenues in 2007 due to
$4.4 millionleverage in
2004 compared to $350,000 in 2003. Excluding Eden, SG&A increased 8% year-over-year. The increase in SG&A is a resultthe utilization of
the following factors: | • | Costs to comply with corporate governance and public disclosure requirements of the Sarbanes-Oxley Act of 2002 and New York Stock Exchange rules, including those associated with documenting and testing internal controls. Compliance costs have been very high and have significantly exceeded our original estimates. These costs consist of the engagement of a third party firm to consult with us on the development and testing of our controls, as well as the incremental costs associated with the independent auditors attesting to the effectiveness of these controls. While some of the expenses we are incurring this year may be considered “one-time” costs, it is clear that the new regulatory environment places an expensive burden on companies that will continue into the future; |
|
| • | Increased headcount in our sales and marketing areas to support geographic expansion; |
|
| • | Higher commissions related to higher revenue levels; and |
|
| • | Higher research and development costs. |
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our administrative and sales staff.
Amortization of Acquisition IntangiblesResearch and Development Expense
The following table sets forth a comparison of amortization of acquisition intangiblesour research and development expense for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2004 vs. 2003 | | | % of | | % of | | Change |
| ($ in thousands) | | 2004 | | 2003 | | $ | | % | | | 2007 | | revenues | | 2006 | | revenues | | $ | | % |
| Amortization of acquisition intangibles | | $ | 2,714 | | $ | 2,931 | | $ | (217 | ) | | | (7 | )% | |
| Research and development expense | | | $ | 4,443 | | | 2 | % | | $ | 3,322 | | | 2 | % | | $ | 1,121 | | | 34 | % |
For 2007, research and development expense included costs associated with the Microsoft Dynamics AX project, in addition to costs associated with other new product development efforts. In 2007, we reduced our research and development expense by $1.6 million, which was the amount earned under the terms of our strategic alliance with Microsoft. We anticipate these costs and associated reimbursements from Microsoft will continue into 2008; however, the actual amount and timing of those costs and related reimbursements and whether they are capitalized or expensed, may vary.
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Amortization expense has declined compared to the prior year due to certain intangible assets recorded for previous acquisitions that became fully amortized beginning mid 2003of Customer and throughout 2004. This decline was offset somewhat by the amortization expense for acquisition intangibles recorded for the acquisition of Eden in December 2003. Trade Name Intangibles
Acquisition intangibles are composedcomprised of the excess of the purchase price over the fair value of net tangible assets acquired that is allocated to acquired software and amortizable software, customer related intangibles and trade name with the remainderintangibles. The remaining excess purchase price is allocated to goodwill that is not subject to amortization. Amortization expense related to acquired software is included with cost of revenues while amortization expense of customer and trade name intangibles is recorded as a non-operating expense. The estimated useful lives of acquired software,both customer related intangibles and trade name intangibles are 3 to 5 years, 20 to 25 years and 5 to 25 years. The following table sets forth a comparison of amortization of customer and trade name intangibles for the following years respectively. ended December 31:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Change |
| ($ in thousands) | | 2007 | | 2006 | | $ | | % |
| Amortization of customer and trade name intangibles | | $ | 1,478 | | | $ | 1,318 | | | $ | 160 | | | | 12 | % |
Estimated annual amortization expense relating to customer and trade name acquisition intangibles, excluding acquired software for which the amortization expense is recorded as cost of revenues, for the next five years is as follows (in thousands):
| | | | | |
| 2005 | | $ | 2,060 | |
| 2006 | | | 2,060 | |
| 2007 | | | 2,008 | |
| 2008 | | | 1,921 | |
| 2009 | | | 1,155 | |
| | | | | |
| 2008 | | $ | 1,561 | |
| 2009 | | | 1,475 | |
| 2010 | | | 1,475 | |
| 2011 | | | 1,460 | |
| 2012 | | | 1,393 | |
Realized GainOther
In 2007 interest income is the main component of other income. Other income in 2006 also includes non-usage and other fees associated with a credit agreement we terminated in January 2007 and gains and losses on
Sale of Investmentrisk management liabilities and assets associated with a foreign exchange contract. Interest income in
H.T.E., Inc.On March 25, 2003, we received cash proceeds of $39.32007 was $1.8 million compared to $1.4 million in connection with a transaction2006. The increase in interest income is due to sell allhigher invested cash balances as the result of our 5.6 million shares of H.T.E., Inc. (“HTE”) common stock to SunGard Data Systems Inc. for $7.00positive cash per share. Our original cost basisflow in the HTE shares was $15.8 million. After transaction and other costs, we recorded a gross realized gain of $23.2 million ($16.2 million or $0.36 per diluted share after income taxes of $7.0 million) for the year ended December 31, 2003.
2007.
The following table sets forth a comparison of our income tax provision for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2004 vs. 2003 | | | Change |
| ($ in thousands) | | 2004 | | 2003 | | $ | | % | | | 2007 | | 2006 | | $ | | % |
| | | | | | |
| Income tax provision | | $ | 7,309 | | $ | 13,106 | | $ | (5,797 | ) | | | (44 | )% | | $ | 11,079 | | $ | 8,493 | | $ | 2,586 | | | 30 | % |
| | | |
| Effective income tax rate | | | 42 | % | | | 34 | % | | | | 38.8 | % | | | 37.2 | % | |
The effective income tax rates
for the periods presented were different from the statutory United States federal income tax rate of 35% primarily due to
the utilization of the capital loss carryforward in 2003, increased state income taxes,
non-deductible share-based compensation expense, the qualified manufacturing activities deduction, and non-deductible meals and entertainment costs.
The effective rate for 2006 was lower than the 2007 effective tax rate mainly due to changes in the Texas franchise tax law and rates enacted in the second quarter of 2006 and favorable state income tax provisionaudit results.
Slightly more than half of our stock option awards granted qualify as incentive stock options (“ISO”) for the year ended December 31, 2003 includes income tax expense of $7.0 million relating topurposes. As such, a tax benefit is not recorded at the realized gain fromtime the sale of our investment in HTE (after reduction in valuation allowancecompensation cost related to the utilizationoptions is recorded for book purposes due to the fact that an ISO does not ordinarily result in a tax benefit unless there is a disqualifying disposition. Stock option grants of non-qualified options result in the creation of a capital loss carryforward amountingdeferred tax asset, which is a temporary difference, until the time that the option is exercised. Due to $1.1 million on a tax-effected basis). For 2003, we had anthe treatment of incentive stock options for tax purposes, our effective income tax rate of 38% (excluding the effect of the HTE gain) comparedfrom year to 42% in 2004. The majority of the increase was dueyear is subject to higher state income taxes because in 2004 we had more sales and profitability in highly taxed states than in the prior year.variability.
Discontinued Operations
One of our non-operating subsidiaries, Swan Transportation Company (“Swan”), had been involved in various claims raised by former employees of a foundry that was owned by an affiliate of Swan and Tyler prior to December 1995. These claims were for alleged work-related injuries and physical conditions resulting from alleged exposure to silica, asbestos, and/or related industrial dusts. After a series of bankruptcy court filings involving Swan, on December 23, 2003, Tyler in accordance with the terms of the plan of reorganization, transferred the stock of Swan to the Swan Asbestos and Silica Trust (“Trust”), an unaffiliated entity that will oversee
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the processing and payment of all present and future claims related to the foundry. On December 23, 2003, we paid $1.48 million to the Trust in full and final release from all liability for claims associated with the once-owned foundry (the “Swan Matter”). As a result of the release, any claimant is barred from asserting any such claim, either now or in the future, against Tyler or its affected affiliates. During the year ended December 31, 2003, the gain on disposal of discontinued operations of $424,000 primarily resulted because we fully settled the Swan Matter at an amount less than initially recorded and certain aspects of the settlement were conducted in a beneficial tax manner. Accordingly, we recognized for the first time certain tax benefits associated with payments on behalf of the Swan Matter.
Net Income
The following table sets forth a comparison of our net income, earnings per diluted share, income from continuing operations per diluted share and diluted weighted average shares outstanding for the following years ended December 31:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 2004 vs. 2003 | |
| ($ in thousands, except per share data) | | 2004 | | | 2003 | | | $ | | | % | |
| Net income | | $ | 10,128 | | | $ | 26,402 | | | $ | (16,274 | ) | | | (62 | )% |
| Earnings per diluted share | | | 0.23 | | | | 0.59 | | | | (0.36 | ) | | | (61 | ) |
| Income from continuing operations per diluted share | | | 0.23 | | | | 0.58 | | | | (0.35 | ) | | | (60 | ) |
| | | | | | | | | | | | | | | | | |
| Diluted weighted average shares outstanding | | | 44,566 | | | | 45,035 | | | | (469 | ) | | | (1 | ) |
Net income for the twelve months ended December 31, 2003 included a $16.2 million realized gain after income taxes relating to the sale of our investment in HTE, which had a diluted earnings per share effect of $0.36 per diluted share.
20032006 Compared to 20022005
The following table sets forth a comparison of the key components of our revenues for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | % of | | % of | | 2003 vs. 2002 | | | % of | | % of | | Change | |
| ($ in thousands) | | 2003 | | Total | | 2002 | | Total | | $ | | % | | | 2006 | | Total | | 2005 | | Total | | $ | | % | |
| Software licenses | | $ | 25,914 | | | 18 | % | | $ | 24,278 | | | 18 | % | | $ | 1,636 | | | 7 | % | | $ | 37,247 | | | 19 | % | | $ | 29,418 | | | 17 | % | | $ | 7,829 | | | 27 | % |
| Subscriptions | | | 7,298 | | 4 | | 5,852 | | 3 | | 1,446 | | 25 | |
| Software services | | 37,128 | | 25 | | 25,703 | | 19 | | 11,425 | | 44 | | | 50,861 | | 26 | | 46,233 | | 27 | | 4,628 | | 10 | |
| Maintenance | | 47,157 | | 32 | | 40,667 | | 30 | | 6,490 | | 16 | | | 73,413 | | 38 | | 64,728 | | 38 | | 8,685 | | 13 | |
| Appraisal services | | 30,011 | | 21 | | 37,319 | | 28 | | | (7,308 | ) | | | (20 | ) | | 19,755 | | 10 | | 18,374 | | 11 | | 1,381 | | 8 | |
| Hardware and other | | 5,244 | | 4 | | 5,930 | | 5 | | | (686 | ) | | | (12 | ) | | 6,729 | | 3 | | 5,852 | | 4 | | 877 | | 15 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total revenues | | $ | 145,454 | | | 100 | % | | $ | 133,897 | | | 100 | % | | $ | 11,557 | | | 9 | % | | $ | 195,303 | | | 100 | % | | $ | 170,457 | | | 100 | % | | $ | 24,846 | | | 15 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
Software licenses.
Software license revenues for 2003 benefited from the successful first phase installation of Odyssey CourtsChanges in
the State of Minnesota and Lee County, Florida. Software license revenues from these two contracts totaled $3.4 million for the year ended December 31, 2003 compared to none in the prior year. In addition, we increased revenues from our financial and city solutions software products by approximately $200,000 primarily by increasing sales and implementation staff and releasing a new version of one of our county tax products for our customers in the Midwest. However, sales of third-party software licenses relating to our financial and city solutions products declined by approximately $700,000 due to the sales of a one-time upgrade of the graphical user interface on some of our proprietary products in 2002 and decreased emphasis on sales of third-party licenses in 2003. In late 2003, we opened a new financial and city solutions sales office in California in an effort to further penetrate the west coast market.We also experienced a decline in our property appraisal and tax software license revenues consist of approximately $750,000. Most of this decline related to one large property appraisal and tax software installation in the third quarter of 2002.
22
Software services. Higher software services revenues were attributable to the following factors:
components:
| | • § | Services | Software license revenue related to implementationfinancial management and education solutions, which comprise approximately 70% of Odyssey Courts. Our new courts and justice product accounted for approximately 13% ofour software license revenues in the software services increase. In 2003, we recognized $3.4 million of services revenueyears presented, increased significantly compared to $1.9 million in the prior year primarily due to growth from geographic expansion and increased success in winning larger contracts. Third party software revenue also increased over the comparable prior year because we sold more financial software modules that utilize third party software. Also, in late 2005 we simplified the implementation process for Minnesota and Lee County contracts.one of our financial products, which has enabled us to deliver the product more rapidly. |
| |
| | •§ | | In 2006 software license revenue related to our products other than financial management and education solutions experienced strong increases in the aggregate compared to 2005. Software license revenues from our Odyssey courts and justice products experienced a substantial increase over the prior year as a result of the product maturing following successful early implementations and leveraging our existing customer base. In addition, licenses of our tax and appraisal products and a document management product were much higher than the prior year due to several new Java based product releases and increased appraisal revaluation activity. Our appraisal software license volume varies from period to period dependent upon the special needs and timing of our customers. Local government taxing entities normally reappraise properties from time to time to update values for tax assessment purposes and to maintain equity in the taxing process. While certain of these taxing jurisdictions contract with our appraisal services division to perform the reappraisals, it is not always necessary for the customer to purchase new software in order to process the appraisals. In some cases, a customer may simply add additional appraisal software modules to enhance the functionality of its existing software. |
Subscriptions.Subscription-based services increased primarily due to new customers for ASP and disaster recovery services as a result of geographic expansion, primarily in the South in the aftermath of hurricane Katrina.
Software services. Changes in software services revenues consist of the following components:
| § | | Software services revenue related to financial management and education solutions, which comprise more than half of our software service revenue in the years presented, increased significantly in 2006 compared to the prior year reflecting increased contract volume and additions to training staff which enabled us to deliver our backlog at a faster rate. |
|
| § | | Software services revenue related to Odyssey courts and justice solutions was up moderately in 2006 compared to 2005 reflecting increased contract volume. Since March 31, 2005, we have increased our presence with Odyssey in Texas, Florida and Michigan and added one contract in Nevada. Odyssey software services revenue did not increase inas strongly as Odyssey software license contracts signed in late 2002revenue because the prior year included a $1.4 million contract for follow-on services to an existing customer that had previously implemented and inaccepted the first half of 2003. Increased training staff has also allowed for faster implementation of our backlog. Servicessoftware. |
|
| § | | Software services revenue related to property appraisal and tax software and financial and cityour document management solutions software each contributed approximately $4.7 million and $3.5 million, respectively, of the increaseexperienced strong increases in 2003 over 2002.2006 due to several new Java based product releases. |
29
Maintenance.
TheWe provide maintenance
revenue increase wasand support services for our software products and third party software. Maintenance revenues increased due to growth in our installed customer base
as evidenced by our software license revenue and slightly higher
maintenance rates on
certainmost of our product lines.
Appraisal servicesservices.. The decreaseappraisal services business is driven in part by revaluation cycles in various states. Appraisal services revenue increased over the prior year mainly due to activity related to Ohio’s revaluation cycle, which occurs every six years as well as the completionaddition of new customers. The Ohio revaluation projects began with smaller counties late in the first quarter of 2006 and progressionexpanded to larger counties by the third quarter of several major appraisal contracts. During 2003, we signed a new six-year contract to provide Nassau County, New York Board of Assessors (“Nassau County Extension”) with updated property assessments and additional property appraisal and tax software. The following table contains the appraisal services revenues for significant contracts for the years presented:2006.
| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Appraisal | | | |
| | | Appraisal revenue recorded | | | Total appraisal | | | revenues | | | |
| | | Year ended December 31, | | | revenues | | | recognized | | | Anticipated Contract |
| ($ in thousands) | | 2003 | | | 2002 | | | per contract | | | to date | | | completion date |
| Nassau County, New York Board of Assessors | | $ | 300 | | | $ | 12,100 | | | $ | 29,500 | | | $ | 29,500 | | | First quarter 2003 |
| Lake County, Indiana | | | 6,300 | | | | 8,200 | | | | 15,300 | | | | 15,300 | | | Third quarter 2003 |
| Indiana Revaluations | | | 1,000 | | | | 4,900 | | | | 10,700 | | | | 10,500 | | | Mid-2004 |
| Nassau County Extension | | | 5,300 | | | | — | | | | 25,300 | | | | 5,300 | | | Estimated fiscal 2009 |
| Franklin County, Ohio | | | 2,700 | | | | — | | | | 9,100 | | | | 2,700 | | | Estimated mid-2005 |
Cost of Revenues and Gross Margins
The following table sets forth a comparison of the key components of our cost of revenues and gross margins, and those components stated as a percentage of associatedrelated revenues for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | % of | | % of | | | | | % of | | % of | | | |
| | | related | | related | | 2003 vs. 2002 | | | related | | related | | Change | |
| ($ in thousands) | | 2003 | | revenues | | 2002 | | revenues | | $ | | % | | | 2006 | | revenues | | 2005 | | revenues | | $ | | % | |
| Software licenses | | $ | 6,610 | | | 26 | % | | $ | 5,482 | | | 23 | % | | $ | 1,128 | | | 21 | % | | $ | 9,968 | | | 27 | % | | $ | 9,087 | | | 31 | % | | $ | 881 | | | 10 | % |
| Software services and maintenance | | 56,892 | | 67 | | 50,175 | | 76 | | 6,717 | | 13 | | |
| Acquired software | | | 1,360 | | 4 | | 794 | | 3 | | 566 | | 71 | |
| Software services, maintenance and subscriptions | | | 90,601 | | 69 | | 80,614 | | 69 | | 9,987 | | 12 | |
| Appraisal services | | 21,275 | | 71 | | 25,512 | | 68 | | | (4,237 | ) | | | (17 | ) | | 13,563 | | 69 | | 14,188 | | 77 | | | (625 | ) | | | (4 | ) |
| Hardware and other | | 3,844 | | 73 | | 4,746 | | 80 | | | (902 | ) | | | (19 | ) | | 5,007 | | 74 | | 4,287 | | 73 | | 720 | | 17 | |
| | | | | | | | | | | | | | | | | |
| Total cost of revenues | | $ | 88,621 | | | 61 | % | | $ | 85,915 | | | 64 | % | | $ | 2,706 | | | 3 | % | | $ | 120,499 | | | 62 | % | | $ | 108,970 | | | 64 | % | | $ | 11,529 | | | 11 | % |
| | | | | | | | | | | | | | | |
| | | |
| Overall gross margin | | | 39 | % | | | 36 | % | | |
| | | | | | | |
The following table sets forth a comparison of gross margin percentage by revenue type for the periods presented for the following years ended December 31:
| | | | | | | | | | | | | |
| Gross margin percentages | | 2006 | | 2005 | | Change |
| Software licenses and acquired software | | | 69.6 | % | | | 66.4 | % | | | 3.2 | % |
| Software services, maintenance and subscriptions | | | 31.1 | | | | 31.0 | | | | 0.1 | |
| Appraisal services | | | 31.3 | | | | 22.8 | | | | 8.5 | |
| Hardware | | | 25.6 | | | | 26.7 | | | | (1.1 | ) |
| | | | | | | | | | | | | |
| Overall gross margin | | | 38.3 | % | | | 36.1 | % | | | 2.2 | % |
Cost ofSoftware license.Our software license gross margin percentage in 2006 increased due to substantially higher software license revenues. In September 2003, we began amortizing the and slightly lower amortization expense of software development costs as some products became fully amortized during the first quarter of our Odyssey Courts product, as it2006.
Software services, maintenance and subscription-based services.The software services, maintenance and subscriptions gross margin percentage in 2006 was complete and ready for general releasecomparable to the public.2005. The amortization for Odyssey Courts is calculated usingcost of software services, maintenance and subscriptions increased because we added to our implementation and support staff to increase our capacity to support new sales growth and deliver sales backlog.
Appraisal services.The appraisal services gross margin percentage increased in 2006 compared to 2005 mainly due to significant organizational changes and headcount reductions we made in the straight-line methodsecond quarter of amortization over an estimated five-year useful life. In 2003, we recorded amortization expense2005 to our appraisal services business to bring costs in line with expected levels of approximately $559,000 related to Odyssey Courts for the period September 1, 2003 (general release date) through December 31, 2003.revenue. In addition, during 2002, we had several smaller productsmargins in the development stage released in late 2002 and early 2003 that contributed to the increase in amortization expense.2005 were negatively affected by cost inefficiencies associated with one large contract.
2330
Cost of software services and maintenance revenues.
The
increase in costs is consistent with higher software services and maintenance revenues for the same periods, although software services and maintenance revenues grew at a more rapid rate than the cost of those revenues, which is reflective of more efficient utilization of our support and maintenance staff and economies of scale.Cost of appraisal services revenues. The decrease in the cost of appraisal services revenues is consistent with the decrease in appraisal services revenues. We often hire temporary employees to assist in appraisal projects whose term of employment generally ends with the projects’ completion. However, key appraisal personnel and management were retained in anticipation of new appraisal contracts, which contributed to a 3% decline in appraisal gross margins compared to 2002.
Gross margin.Our overall gross margin improved over the prior yearpercentage rose mainly due to a revenue mix that included more software license revenues, as well as lower costs as a result of the restructuring of our appraisal services business in the second quarter of 2005. Software license revenue inherently has higher softwaregross margins than other revenues such as services and maintenance revenues without a corresponding increase in related personnel costs reflecting a more efficient utilization of our support and maintenance staff and economies of scale. Improvements in software services and maintenance gross margin were slightly offset by declines in software license gross margin due to amortization of new product releases and declines in the appraisal services gross margin.
hardware.
Selling, General and Administrative Expenses The following table sets forth a comparison of our SG&A expenses for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | % of | | % of | | 2003 vs. 2002 | | | % of | | % of | | Change |
| ($ in thousands) | | 2003 | | revenues | | 2002 | | revenues | | $ | | % | | | 2006 | | revenues | | 2005 | | revenues | | $ | | % |
| Selling, general and administrative expenses | | $ | 38,390 | | | 26 | % | | $ | 33,914 | | | 25 | % | | $ | 4,476 | | | 13 | % | | $ | 48,389 | | | 25 | % | | $ | 43,821 | | | 26 | % | | $ | 4,568 | | | 10 | % |
The increase in selling, general and administrative expenses in 2003 compared to 2002 is
In 2006 SG&A includes $2.0 million of non-cash share-based compensation expense as a result of
implementing SFAS No. 123R in January 2006. Partially offsetting these charges were lower SG&A expenses relating to our appraisal services and appraisal and tax software businesses due to the
following factors: | • | Increased bonus expense for key management personnel as a result of our improved operating performance; |
|
| • | Higher commission expense that resulted from increased revenues; |
|
| • | Annual salary adjustments and increased headcount; |
|
| • | Increased advertising and marketing expenses, primarily related to new products and services; and |
|
| • | Higher research and development costs. |
restructuring of those businesses in the second quarter of 2005.
Amortization of Acquisition IntangiblesResearch and Development Expense The following table sets forth a comparison of amortization of acquisition intangiblesour research and development expense for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2003 vs. 2002 | | | % of | | % of | | Change |
| ($ in thousands) | | 2003 | | 2002 | | $ | | % | | | 2006 | | revenues | | 2005 | | revenues | | $ | | % |
| Amortization of acquisition intangibles | | $ | 2,931 | | $ | 3,329 | | $ | (398 | ) | | | (12 | )% | |
| Research and development expense | | | $ | 3,322 | | | 2 | % | | $ | 2,421 | | | 1 | % | | $ | 901 | | | 37 | % |
The decrease
Restructuring Charge
Because of unsatisfactory financial performance early in amortization from 2002 is related2005, we made significant organizational changes in the second quarter of 2005 to certainthose areas of our acquisition intangibles becoming fully amortized during 2003.business that were not performing to our expectations. Our goal was to bring costs in line with expected levels of revenue while improving the efficiency of our organizational structure to ensure that clients continue to receive superior service.
We reorganized the appraisal services business to eliminate levels of management and reduce overhead expense. We also took actions to reduce headcount and costs in our appraisal and tax software division, and we consolidated certain senior management positions at the corporate office. These cost reductions were made in the second quarter of 2005. As a result, we eliminated approximately 120 positions, including management, staff and project-related personnel.
In connection with the reorganization, we incurred certain charges which were primarily comprised of employee severance costs and related fringe benefits, and totaled approximately $1.3 million before income taxes. The related payments were paid in 2005.
Other
Interest income is the main component of other income, which also includes non-usage and other fees associated with a credit agreement we terminated in January 2007, gain on sale of certain assets, gains and losses on risk management liabilities and assets associated with a foreign exchange contract and miscellaneous other items. Interest income in 2006 was $1.4 million compared to $900,000 in 2005.
2431
Other Income (Expense), Net
The following table sets forth a comparison of the key components of other income (expense), net for the following years ended December 31:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 2003 vs. 2002 | |
| ($ in thousands) | | 2003 | | | 2002 | | | $ | | | % | |
| Legal fees associated with investment in HTE | | $ | — | | | $ | (704 | ) | | $ | 704 | | | | 100 | % |
| Interest income | | | 633 | | | | 193 | | | | 440 | | | | 228 | |
| Interest expense | | | (257 | ) | | | (187 | ) | | | (70 | ) | | | 37 | |
| Realized net loss on sale of short-term investments available-for-sale | | | (39 | ) | | | — | | | | (39 | ) | | | (100 | ) |
| Minority interest | | | 2 | | | | — | | | | 2 | | | | 100 | |
| | | | | | | | | | | | | | | |
| | | $ | 339 | | | $ | (698 | ) | | | | | | | | |
| | | | | | | | | | | | | | | |
During the year ended December 31, 2002, we incurred approximately $704,000 of legal and other costs associated with legal matters concerning various tort claims HTE alleged against us and HTE’s attempted redemption of our 5.6 million shares for $1.30 per share. In September 2002, HTE released us from all tort claims and a court declared HTE’s reported redemption of our shares was invalid. In March 2003, we sold for cash our entire investment in HTE for $7.00 per share.
The increase in interest income is related to higher invested cash balances, including $39.3 million in cash received upon the sale of our investment in HTE in late March 2003, proceeds from the exercise of stock options, as well as cash generated from operations. The cash received from the sale of HTE was offset by payments totaling $24.1 million for repurchase of a total of approximately 6.0 million shares of our common stock in a modified Dutch Auction tender offer in May 2003 and on the open market throughout 2003. In addition, we made a cash payment of approximately $12.1 million, net of cash acquired, for two acquisitions made in December 2003, the most significant of which is Eden.
Income Tax Provision
The following table sets forth a comparison of our income tax provision for the following years ended December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2003 vs. 2002 | | | Change |
| ($ in thousands) | | 2003 | | 2002 | | $ | | % | | | 2006 | | 2005 | | $ | | % |
| Income tax provision | | $ | 13,106 | | $ | 3,869 | | $ | 9,237 | | | 239 | % | | $ | 8,493 | | $ | 5,432 | | $ | 3,061 | | | 56 | % |
| | | |
| Effective income tax rate | | | 34 | % | | | 39 | % | | | | 37.2 | % | | | 39.9 | % | |
The
2003effective rate for 2006 was lower than the prior year mainly due to changes in the Texas franchise tax law and rates enacted in the second quarter of 2006, favorable state income tax
provision includes income tax expense of approximately $7.0 million relating to the realized gain from the sale of our investment in HTE (after reduction in valuation allowance related to the utilization of a capital loss carryforward amounting to $1.1 million on a tax-effected basis). For the year ended December 31, 2003, we had an effective income tax rate of 38% (excluding the effect of the HTE gain). The effective income tax rates for 2003 compared to 2002 were different from the statutory United States federal income tax rate of 35% primarily due to the utilization of the capital loss carryforward in 2003,audit results and lower state income taxes
andas a result of a change in our corporate structure implemented in early 2005. The decline in the effective tax rate for 2006 was offset somewhat by non-deductible
meals and entertainment costs.25
share-based compensation expense included in 2006 operating results.
Net Income
FINANCIAL CONDITION AND LIQUIDITY
The following table sets forth a comparisonsummary of our net income, earnings per diluted share, income from continuing operations per diluted share and diluted weighted average shares outstandingcash flows for the years ended December 31:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 2003 vs. 2002 | |
| ($ in thousands, except per share data) | | 2003 | | | 2002 | | | $ | | | % | |
| Net income | | $ | 26,402 | | | $ | 7,989 | | | $ | 18,413 | | | | 230 | % |
| Earnings per diluted share | | | 0.59 | | | | 0.16 | | | | | | | | | |
| Income from continuing operations per diluted share | | | 0.58 | | | | 0.12 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Diluted weighted average shares outstanding | | | 45,035 | | | | 49,493 | | | | (4,458 | ) | | | (9 | )% |
| | | | | | | | | | | | | |
| ($ in thousands) | | 2007 | | | 2006 | | | 2005 | |
| Cash flows provided by (used by): | | | | | | | | | | | | |
| Operating activities | | $ | 34,111 | | | $ | 26,804 | | | $ | 21,187 | |
| Investing activities | | | (34,275 | ) | | | (24,326 | ) | | | 1,820 | |
| Financing activities | | | (7,406 | ) | | | (5,999 | ) | | | (14,847 | ) |
| |
| | | | | | | | | | |
| Net (decrease) increase in cash and cash equivalents | | $ | (7,570 | ) | | $ | (3,521 | ) | | $ | 8,160 | |
| | | | | | | | | | |
During 2003, we repurchased approximately 6.0 million shares of our common stock through our modified Dutch Auction tender offer and purchases on the open market. Had we not executed those repurchases, our net income per share including the gain on the sale of our investment in HTE, for the year ended December 31, 2003 would have been reduced by $0.07 per diluted share.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board (“FASB”) recently enacted Statement of Financial Accounting Standards No. 123R (“SFAS No. 123R”), “Share-Based Payment” which replaces Statement of Financial Accounting Standards No. 123 (“SFAS No. 123”), “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires the measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statements of operations. The accounting provisions of SFAS No. 123R are effective for reporting periods beginning after June 15, 2005.
We are required to adopt SFAS No. 123R in the third quarter of 2005. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. See Note 1 in our Notes to Consolidated Financial Statements for the estimated impact on net income and net income per diluted share amounts for the third and fourth quarter of 2005, of recording share-based payments in our consolidated statement of operations using a fair-value-based method similar to the methods required under SFAS No. 123R to measure compensation expense for employee stock incentive awards.
FINANCIAL CONDITION AND LIQUIDITY
Historically, we have funded our operations and cashcapital expenditures primarily with cash generated from operating activities. As of December 31, 2004,2007, our balance incombined cash and cash equivalents was $12.6 million(including restricted cash equivalents) and we had short-term investments of $13.8balance was $55.7 million compared to cash and cash equivalents of $10.3 million and short-term investments of $11.7$41.7 million at December 31, 2003. Cash provided by operating activities was $22.2 million compared to cash provided by operations of $22.5 million in 2003 and $19.8 million in 2002.2006. Cash and short-term investments increased primarily due to continued strong operating performance and collectionshigher deferred revenue due to additional maintenance customers and new contract signings.
Our short-term investments are comprised of
receivables.auction rate municipal securities (“ARS”). ARS are long-term variable rate bonds tied to short-term interest rates that are reset through a “Dutch Auction” process that occurs every 28 to 35 days. We have the option to participate in the auction and sell ARS to prospective buyers through a broker-dealer. We do not have the right to put the security back to the issuer. Our investments in ARS all had AAA credit ratings at the time of purchase and represent interests in collateralized debt obligations supported by municipal and state agencies. ARS are considered highly liquid because of the auction process, which have historically provided a liquid market for these securities. However, because the ARS have long-term maturity dates, there is no guarantee that the holder will be able to liquidate its holdings in the short term. As of February 22, 2008, our investment in ARS was $18.6 million compared to $41.6 million at December 31, 2007. In 2008, the majority of the auctions we participated in were successful and we expect that we will collect the principal associated with these ARS. Based on the nature of the debt obligations and our ability to liquidate our ARS in 2008 we do not believe that any change in the liquidity of the ARS market will have a material impact on our liquidity, cash flow or ability to fund operations.
At December 31,
2004,2007, our days sales outstanding (“DSOs”) were
9295 days compared to DSOs of
98102 days at December 31,
2003. The decrease in DSOs is due primarily to continued strong cash collections during 2004.2006. DSOs are
determinedcalculated based on accounts receivable
(excluding long-term receivables) divided by the quotient of annualized quarterly revenues divided by 360 days.
The decline in DSOs is primarily due to timing of billings.
Investing activities usedin 2007 include cash payments of $9.9$9.0 million for the acquisitions of EDP Enterprises, Inc., Advanced Data Systems, Inc. and certain other software assets. Other investing activities during 2007 were $22.1 million, net of sales, to purchase short-term investments and $3.7 million in 2004 comparedproperty and equipment. The property and equipment expenditures were related to $590,000computer hardware and software and other asset additions to support internal growth. Investing activities in 20032006 include total cash payments of $12.2 million and $8.0 million in 2002. The cash used in325,000 shares of Tyler common stock for the acquisitions of MazikUSA, Inc. and TACS, Inc. and certain maintenance and support agreements associated with one of our financial solutions. Other investing activities in 2004 was comprisedduring 2006
32
were capital expenditures of $4.3 million, including $4.1 million for computer hardware and purchased software for internal use, including a new enterprise-wide customer relationship management system, and other asset additions to support internal growth. In 2005 investing activities primarily consisted of investments in software development
costs and property and
equipment, short-term bond funds and additional purchase price payments related to the Eden acquisition. Investing activities in 2003 included $39.3 million of gross proceeds on the sale of our investment in H.T.E., Inc. which was offset by the investment of such proceeds in short-term bond funds, software development costs, property and equipment and the acquisition of Eden.On February 11, 2005, we entered into a new revolving bank credit agreement (the “2005 Credit Facility”). The 2005 Credit Facility matures February 11, 2008 and provides for total borrowings of up to $30.0 million and a $10.0 million Letter of Credit facility under which the banks will issue cash collateralized letters of credit. As of February 28, 2005, our effective interest rate was 4.2% under the
26
equipment.
2005 Credit Facility. As of December 31, 2004 we had no debt and outstanding letters of credit totaling $4.8 million under a previous debt agreement to secure surety bonds required by some of our customer contracts. As of February 28, 2005, we had no outstanding borrowings under the 2005 Credit Facility.
During 2004, we made capital expenditures of $6.8 million, including $4.6 million for software development costs. The other expenditures related to computer equipment, furniture and fixtures and expansions related to internal growth. Capital expenditures were funded from cash generated from operations.
Proceeds from sales of short-term investments were $10.1 million during 2004. During 2004, we invested $8.9 million in auction rate municipal bonds. The bonds pay interest at various fixed rates.
Pursuant to our purchase agreement with Eden, two of the shareholders of Eden were granted the right to “put” their remaining shares to Tyler and we were also granted the right to “call” the remaining shares. In January 2004, we purchased 500 shares for $145,000 in cash. We purchased the remaining 2,000 shares for a cash purchase price of $580,000 in July 2004.
Financing activities used cash of $9.9 million in 2004 compared to $25.4 million in 2003 and $3.4 million in 2002. The cashCash used in financing activities in 2004 was primarily comprised of purchases of treasury shares, net of proceeds from stock option exercises. Financing activities in 2003 included theexercises and contributions from our employee stock purchase ofplan.
During 2007, we purchased approximately
6.01.3 million shares of our common stock
through our modified Dutch Auction tender offerfor an aggregate purchase price of $16.2 million ($14.1 million in cash and
purchases on the open market for $24.1 million.During 2004,$2.1 million in accrued liabilities at December 31, 2007.) In 2006 we purchased approximately 1.51.0 million shares of our common stock for an aggregate cash purchase price of $12.5$10.5 million and during 2005 we purchased approximately 2.5 million shares of our common stock for an aggregate cash purchase price of $17.7 million.
In
2004,2007, we received
$1.9$3.6 million from the exercise of options to purchase approximately
680,000878,000 shares of our common stock under our employee stock option plan. During
20032006 we issued
554,000623,000 shares of common stock and received
$1.7$2.9 million in aggregate proceeds, upon exercise of stock options and during
20022005 we issued
491,000436,000 shares of common stock and received
$1.6$1.8 million in aggregate proceeds upon exercise of stock options.
During 2004, In 2007 we received $673,000 for$1.2 million from contributions to the Tyler Technologies, Inc. Employee Stock Purchase Plan (“the ESPP”), which was adopted by our shareholders in May 2004.. In October 2004,both 2006 and 2005, we issued 44,000 shares of common stock forreceived $1.0 million from contributions made to the ESPP during the three months ended September 30, 2004. In January 2005, we issued 48,000 shares of common stock for contributions made to the ESPP during the three months ended December 31, 2004.
In March 2003 we retired an outstanding $2.5 million, 10% promissory note payable. The note was originally due in January 2005 and required quarterly interest payments.
ESPP.
Subsequent to December 31,
20042007 and through
March 1, 2005February 22, 2008 we
have purchased approximately
915,000814,000 shares of our common stock for an aggregate cash purchase price of
$6.3$10.5 million.
We maintain a $5.0 million Letter of Credit facility under which the bank issues cash collateralized letters of credit. As of December 31, 2007 we had outstanding letters of credit totaling $4.5 million to secure surety bonds required by some of our customer contracts.
In the first quarter of 2008 we acquired two companies for a combined cash purchase price (net of cash acquired) of approximately $13.8 million and 126,000 shares of Tyler common stock. We have not finalized the allocation of the purchase price of the acquired companies but expect this allocation will result in non-cash charges that may have a slightly dilutive effect on earnings per share in 2008.
Excluding acquisitions, we anticipate that
20052008 capital spending will be
approximately $6.2between $4.5 million
$3.9and $5.5 million,
the majority of which will be related to
computer equipment and software for infrastructure expansions. We currently do not expect to capitalize significant amounts related to software development in 2008 but the actual amount and timing of those costs, and whether they are capitalized or expensed may result in additional capitalized software development. Capital spending in
20052008 is expected to be funded from existing cash balances and cash flows from operations.
From time to time we
will engage in discussions with potential acquisition candidates. In order to pursue such opportunities, which could require significant commitments of capital, we may be required to incur debt or to issue additional potentially dilutive securities in the future. No assurance can be given as to our future acquisition opportunities and how such opportunities will be financed. In the absence of future acquisitions of other businesses, we believe our current cash balances and expected future cash flows from operations will be sufficient to meet our anticipated cash needs for working capital, capital expenditures and other activities through the next twelve months. If operating cash flows are not sufficient to meet our needs, we
may borrow under ourbelieve that credit
agreement.27
would be available to us.
We primarily lease offices,office facilities, as well as transportation, computer and other equipment used in our operations under non-cancelable operating lease agreements expiring at various dates through 2013. Most leases contain renewal options and some contain purchase options. Following are the future obligations under non-cancelable leases at December 31, 20042007 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2005 | | | 2006 | | | 2007 | | | 2008 | | | 2009 | | | Thereafter | | | Total | |
| Future rental payments under operating leases | | $ | 4,580 | | | $ | 3,938 | | | $ | 3,735 | | | $ | 3,740 | | | $ | 3,705 | | | $ | 5,806 | | | $ | 25,504 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2008 | | 2009 | | 2010 | | 2011 | | 2012 | | Thereafter | | Total |
| Future rental payments under operating leases | | $ | 4,811 | | | $ | 4,517 | | | $ | 3,034 | | | $ | 2,094 | | | $ | 1,319 | | | $ | 148 | | | $ | 15,923 | |
It is not our usual business practice to enter into off-balance sheet
arrangements. Moreover, it is not our normal policyarrangements or to issue guarantees to third parties. As of December 31,
2004,2007 we have no material purchase commitments, except for the operating lease commitments listed above.
At December 31,
2004,2007, our capitalization consisted of
$118.4$137.2 million of shareholders’
equity.FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF OUR STOCK
An investment in our common stock involves a high degree of risk. Investors evaluating our company should carefully consider the factors described below and all other information contained in this Annual Report. Any of the following factors could materially harm our business, operating results, and financial condition. Additional factors and uncertainties not currently known to us or that we currently consider immaterial could also harm our business, operating results, and financial condition. This section should be read in conjunctionequity, with the Consolidated Financial Statements and related Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report. We may make forward-looking statements from time to time, both written and oral. We undertake no obligation to revise or publicly release the results of any revisions to these forward-looking statements. Our actual results may differ materially from those projected in any such forward-looking statements due to a number of factors, including those set forth below and elsewhere in this Annual Report.
A decline in information technology spending may result in a decrease in our revenues or lower our growth rate.
A decline in the demand for information technology among our current and prospective customers may result in decreased revenues or a lower growth rate for us because our sales depend, in part, on our customers’ level of funding for new or additional information technology systems and services. Moreover, demand for our solutions may be reduced by a decline in overall demand for computer software and services. Accordingly, we cannot assure you that we will be able to increase or maintain our revenues.
We may experience fluctuations in quarterly revenue that could adversely impact our stock price and our operating results.
Our actual revenues in a quarter could fall below expectations, which could lead to a decline in our stock price. Our revenues and operating results are difficult to predict and may fluctuate substantially from quarter to quarter. Revenues from license fees in any quarter depend substantially upon our contracting activity and our ability to recognize revenues in that quarter in accordance with our revenue recognition policies. Our quarterly revenue may fluctuate and may be difficult to forecast for a variety of reasons, including the following:
| • | a significant number of our prospective customers’ decisions regarding whether to enter into license agreements with us are made within the last few weeks of each quarter; |
|
| • | we have historically had a higher concentration of revenues in the second half of our fiscal year due to governmental budget and spending tendencies; |
|
| • | the size of license transactions can vary significantly; |
|
| • | customers may unexpectedly postpone or cancel orders due to changes in their strategic priorities, project objectives, budget or personnel; |
|
| • | customer purchasing processes vary significantly and a customer’s internal approval and expenditure authorization process can be difficult and time consuming to complete, even after selection of a vendor; |
|
| • | the number, timing, and significance of software product enhancements and new software product announcements by us and our competitors may affect purchase decisions; and |
|
| • | we may have to defer revenues under our revenue recognition policies. |
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debt.
Fluctuation in our quarterly revenues may adversely affect our operating results. In each fiscal quarter our expense levels, operating costs, and hiring plans are based on projections of future revenues and are relatively fixed. If our actual revenues fall below expectations, we could experience a reduction in operating results.
As with other software vendors, we may be required to delay revenue recognition into future periods, which could adversely impact our operating results.
We have in the past had to, and in the future may have to, defer revenue recognition for license fees due to several factors, including whether:
| • | license agreements include applications that are under development or other undelivered elements; |
|
| • | we must deliver services that are considered essential to the functionality of the software, including significant modifications, customization, or complex interfaces, which could delay product delivery or acceptance; |
|
| • | the transaction involves acceptance criteria; |
|
| • | the transaction involves contingent payment terms or fees; |
|
| • | we are required to accept a fixed-fee services contract; or |
|
| • | we are required to accept extended payment terms. |
Because of the factors listed above and other specific requirements under generally accepted accounting principles in the United States for software revenue recognition, we must have very precise terms in our license agreements in order to recognize revenue when we initially deliver and install software or perform services. Negotiation of mutually acceptable terms and conditions can extend the sales cycle, and sometimes we do not obtain terms and conditions that permit revenue recognition at the time of delivery or even as work on the project is completed.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations, and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new Securities and Exchange Commission regulations and New York Stock Exchange rules, are creating uncertainty for companies such as ours. The costs required to comply with such evolving laws are difficult to predict. To maintain high standards of corporate governance and public disclosure, we intend to invest all reasonably necessary resources to comply with evolving standards. This investment may result in an unforeseen increase in general and administrative expenses and a diversion of management time and attention from revenue-generating activities, which may harm our business, financial condition, or results of operations.
Increases in service revenue as a percentage of total revenues could decrease overall margins and adversely affect our operating results.
We realize lower margins on software and appraisal service revenues than on license revenue. The majority of our contracts include both software licenses and the provision of professional services. Therefore, an increase in the percentage of software service and appraisal service revenue compared to license revenue could have a detrimental impact on our overall gross margins and could adversely affect operating results.
Selling products and services into the public sector poses unique challenges.
We derive substantially all of our revenues from sales of software and services to state, county and city governments, other municipal agencies, and other public entities. We expect that sales to public sector customers will continue to account for substantially all of our revenues in the future. We face many risks and challenges associated with contracting with governmental entities, including:
| • | the sales cycle of governmental agencies may be complex and lengthy; |
|
| • | payments under some public sector contracts are subject to achieving implementation milestones, and we have had, and may in the future have, differences with customers as to whether milestones have been achieved; |
|
| • | political resistance to the concept of government agencies contracting with third parties to provide information technology solutions; |
|
| • | changes in legislation authorizing government’s contracting with third parties; |
|
| • | the internal review process by governmental agencies for bid acceptance; |
|
| • | changes to the bidding procedures by governmental agencies; |
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| • | changes in governmental administrations and personnel; |
|
| • | limitations on governmental resources placed by budgetary restraints, which in some circumstances, may provide for a termination of executed contracts because of a lack of future funding; and |
|
| • | the general effect of economic downturns and other changes on local governments’ ability to spend public funds on outsourcing arrangements. |
Each of these risks is outside our control. If we fail to adequately adapt to these risks and uncertainties, our financial performance could be adversely affected.
The open bidding process for governmental contracts creates uncertainty in predicting future contract awards.
Many governmental agencies purchase products and services through an open bidding process. Generally, a governmental entity will publish an established list of requirements requesting potential vendors to propose solutions for the established requirements. To respond successfully to these requests for proposals, we must accurately estimate our cost structure for servicing a proposed contract, the time required to establish operations for the proposed client, and the likely terms of any other third party proposals submitted. We cannot guarantee that we will win any bids in the future through the request for proposal process, or that any winning bids will ultimately result in contracts on favorable terms. Our failure to secure contracts through the open bidding process, or to secure such contracts on favorable terms, may adversely affect our business, financial condition, and results of operations.
Fixed price contracts may affect our profits.
Some of our present contracts are on a fixed-priced basis, which can lead to various risks, including:
| • | the failure to accurately estimate the resources and time required for an engagement; |
|
| • | the failure to effectively manage governmental agencies’ and other customers’ expectations regarding the scope of services to be delivered for an estimated price; and |
|
| • | the failure to timely complete fixed-price engagements within budget to the customers’ satisfaction. |
If we do not adequately assess these and other risks, we may be subject to cost overruns and penalties, which may harm our business, financial condition, or results of operations.
We face significant competition from other vendors and potential new entrants into our markets.
We believe we are a leading provider of integrated solutions for the public sector. However, we face competition from a variety of software vendors that offer products and services similar to those offered by us, as well as from companies offering to develop custom software. We compete on the basis of a number of factors, including:
| • | the attractiveness of the business strategy and services we offer; |
|
| • | the breadth of products and services we offer; |
|
| • | price; |
|
| • | quality of products and service; |
|
| • | technological innovation; |
|
| • | name recognition; and |
|
| • | our ability to modify existing products and services to accommodate the particular needs of our customers. |
We believe the market is highly fragmented with a large number of competitors that vary in size, primary computer platforms, and overall product scope. Our competitors include the consulting divisions of national and regional accounting firms, publicly held companies that focus on selected segments of the public sector market, and a significant number of smaller, privately held companies. Certain competitors have greater technical, marketing, and financial resources than us. We cannot assure you that such competitors will not develop products or offer services that are superior to our products or services or that achieve greater market acceptance.
We also compete with internal, centralized information service departments of governmental entities, which requires us to persuade the end-user to stop the internal service and outsource to us. In addition, our customers may elect in the future to provide information management services internally through new or existing departments, which will reduce the market for our services.
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We could face additional competition as other established and emerging companies enter the public sector software application market and new products and technologies are introduced. Increased competition could result in price reductions, fewer customer orders, reduced gross margins, and loss of market share. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third-parties, thereby increasing the ability of their products to address the needs of our prospective customers. It is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. Further, competitive pressures could require us to reduce the price of our software licenses and related services. We cannot assure you that we will be able to compete successfully against current and future competitors, and the failure to do so would have material adverse effect upon our business, operating results, and financial condition.
We must respond to rapid technological changes to be competitive.
The market for our products is characterized by rapid technological change, evolving industry standards in computer hardware and software technology, changes in customer requirements, and frequent new product introductions and enhancements. The introduction of products embodying new technologies and the emergence of new industry standards can render existing products obsolete and unmarketable. As a result, our future success will depend, in part, upon our ability to continue to enhance existing products and develop and introduce in a timely manner or acquire new products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements, and achieve market acceptance. We cannot assure you that we will successfully identify new product opportunities and develop and bring new products to market in a timely and cost-effective manner. Further, we cannot assure you that the products, capabilities, or technologies developed by others will not render our products or technologies obsolete or noncompetitive. If we are unable to develop or acquire on a timely and cost-effective basis new software products or enhancements to existing products, or if such new products or enhancements do not achieve market acceptance, our business, operating results, and financial condition may be materially adversely affected.
Our failure to properly manage growth could adversely affect our business.
We have expanded our operations rapidly since February 1998, when we entered the business of providing software solutions and services to the public sector. We intend to continue expansion in the foreseeable future to pursue existing and potential market opportunities. This rapid growth places a significant demand on management and operational resources. In order to manage growth effectively, we must implement and improve our operational systems, procedures, and controls on a timely basis. We must also identify, hire, train, and manage key managerial and technical personnel. If we fail to implement these systems or employ and retain such qualified personnel, our business, financial condition, and results of operations may be materially and adversely affected.
In addition, a significant portion of our growth has resulted from strategic acquisitions in new product and geographic markets. Although our future focus will be on internal growth, we will continue to identify and pursue strategic acquisitions and alliances with suitable candidates. Our future success will depend, in part, on our ability to successfully integrate future acquisitions and other strategic alliances into our operations. Acquisitions may involve a number of special risks, including diversion of management’s attention, failure to retain key acquired personnel, unanticipated events or circumstances, legal liabilities, and amortization of certain acquired intangible assets. Some or all of these risks could have a material adverse effect on our business, financial condition, and results of operations. Although we conduct due diligence reviews of potential acquisition candidates, we may not identify all material liabilities or risks related to acquisition candidates. There can be no assurance that any such strategic acquisitions or alliances will be accomplished on favorable terms or will result in profitable operations.
We may be unable to hire, integrate, and retain qualified personnel.
Our continued success will depend upon the availability and performance of our key management, sales, marketing, customer support, and product development personnel. The loss of key management or technical personnel could adversely affect us. We believe that our continued success will depend in large part upon our ability to attract, integrate, and retain such personnel. We have at times experienced and continue to experience difficulty in recruiting qualified personnel. Competition for qualified software development, sales, and other personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such personnel.
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We may experience difficulties in executing our acquisition strategy.
We occasionally expand our business through the acquisition of complementary companies. We cannot, however, make any assurances that we will be able to identify any potential acquisition candidates or complete any additional acquisitions on terms that are acceptable to us. In addition, we cannot assure you that any future acquisitions will be successfully integrated or will be advantageous to us.
We may be unable to protect our proprietary rights.
Many of our product and service offerings incorporate proprietary information, trade secrets, know-how, and other intellectual property rights. We rely on a combination of contracts, copyrights, and trade secret laws to establish and protect our proprietary rights in our technology. We cannot be certain that we have taken all appropriate steps to deter misappropriation of our intellectual property. In addition, there has been significant litigation in the United States in recent years involving intellectual property rights. We are not currently involved in any material intellectual property litigation. We may, however, be a party to intellectual property litigation in the future to protect our proprietary information, trade secrets, know-how, and other intellectual property rights. Further, we cannot assure you that third parties will not assert infringement or misappropriation claims against us in the future with respect to current or future products. Any claims or litigation, with or without merit, could be time-consuming and result in costly litigation and diversion of management’s attention. Further, any claims and litigation could cause product shipment delays or require us to enter into royalty or licensing arrangements. Such royalty or licensing arrangements, if required, may not be available on terms acceptable to us, if at all. Thus, litigation to defend and enforce our intellectual property rights could have a material adverse effect on our business, financial condition, and results of operations, regardless of the final outcome of such litigation.
Our products are complex and, as such, we run the risk of errors or defects with new product introductions or enhancements.
Software products as complex as those developed by us may contain errors or defects, especially when first introduced or when new versions or enhancements are released. Although we have not experienced material adverse effects resulting from any such defects or errors to date, we cannot assure you that material defects and errors will not be found after commencement of product shipments. Any such defects could result in loss of revenues or delay market acceptance.
Our license agreements with our customers typically contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that we may not always be able to negotiate such provisions in our contracts with customers or that the limitation of liability provisions contained in our license agreements may not be effective as a result of existing or future federal, state or local laws, ordinances, or judicial decisions. Although we maintain errors and omissions and general liability insurance, and we try to structure our contracts to include limitations on liability, we cannot assure you that a successful claim could not be made or would not have a material adverse effect on our business, financial condition, and results of operations.
Our Application Service Provider strategy has yet to gain widespread acceptance.
Some businesses choose to access enterprise software applications through application service providers, or ASPs, which are businesses that host applications and provide access to software on a subscription basis. The public sector market for ASP solutions is new and unproven. Acceptance of our ASP model depends upon the ability and willingness of different governmental entities to accept and implement ASP solutions. Some prospective clients have expressed security and privacy concerns with the ASP model, including a concern regarding the confidential nature of the information and transactions available from and conducted with governments and concerns regarding off-site storage of such information. We have limited experience selling our solutions through ASPs and may not be successful in generating revenue from this distribution channel.
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Changes in the insurance markets may affect our ability to win some contract awards and may lead to increased expenses.
Some of our customers, primarily those for our property appraisal services, require that we secure performance bonds before they will select us as their vendor. The number of qualified, high-rated insurance companies that offer performance bonds has decreased in recent years, while the costs associated with securing these bonds has increased dramatically. In addition, we are generally required to issue a letter of credit as security for the issuance of a performance bond. Each letter of credit we issue without corresponding cash collateral reduces our borrowing capacity under our senior secured credit agreement. We cannot guarantee that we will be able to secure such performance bonds in the future on terms that are favorable to us, if at all. Our inability to obtain performance bonds on favorable terms or at all could impact our future ability to win some contract awards, particularly large property appraisal services contracts, which could have a material adverse effect on our business, financial condition, and results of operations.
Recent volatility in the stock markets, increasing shareholder litigation, the adoption of expansive legislation that redefines corporate controls (in particular, legislation adopted to prevent future corporate and accounting scandals), as well as other factors have recently led to significant increases in premiums for directors’ and officers’ liability insurance. The number of insurers offering directors and officers insurance at competitive rates has also decreased in recent years. We cannot predict when the insurance market for such coverage will stabilize, if at all. The continued volatility of the insurance market may result in future increases in our general and administrative expenses, which may adversely affect future operating results.
Our stock price may be volatile.
The market price of our common stock may be volatile and may be significantly affected by many different factors. Some examples of factors that can have a significant impact on our stock price include:
| • | actual or anticipated fluctuations in our operating results; |
|
| • | announcements of technological innovations, new products, or new contracts by us or our competitors; |
|
| • | developments with respect to patents, copyrights, or other proprietary rights; |
|
| • | conditions and trends in the software and other technology industries; |
|
| • | adoption of new accounting standards affecting the software industry; |
|
| • | changes in financial estimates by securities analysts; and |
|
| • | general market conditions and other factors. |
In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the common stock of technology companies. These broad market fluctuations may adversely affect the market price of our common stock. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. We cannot assure you that similar litigation will not occur in the future with respect to us. Such litigation could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect upon our business, operating results, and financial condition.
Historically, we have not paid dividends on our common stock.
We have not declared or paid a cash dividend since we entered the business of providing software solutions and services to the public sector in February 1998. Our credit agreement restricts our ability to pay cash dividends. We intend to retain earnings for use in the operation and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future.
Provisions in our certificate of incorporation, bylaws, and Delaware law could deter takeover attempts.
Our board of directors may issue up to 1,000,000 shares of preferred stock and may determine the price, rights, preferences, privileges, and restrictions, including voting and conversion rights, of these shares of preferred stock. These determinations may be made without any further vote or action by our stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock may make it more difficult for a third party to acquire a majority of our outstanding voting stock. In addition, some provisions of our Certificate of Incorporation, Bylaws, and of the Delaware General Corporation Law could also delay, prevent, or make more difficult a merger, tender offer, or proxy contest involving us.
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NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial
OutlookFrom time to timeAccounting Standards Board issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in press releasesaccordance with accounting principles generally accepted in the United States, and otherwise, we may publish forecasts or other forward-looking statements regarding our results, including estimated revenues or net earnings. Any forecast of our future performance reflects various assumptions. These assumptionsexpands disclosures about fair value measurements. We are subject to significant uncertainties, and asthe provisions of SFAS No. 157 beginning January 1, 2008. The adoption of SFAS No. 157 is not expected to have a matter of course, any number of them may prove to be incorrect. Further, the achievement of any forecast dependsmaterial impact on numerous risks and other factors (including those described in this discussion), many of which are beyond our control. As a result, we cannot be certain that our performance will be consistent with any management forecastsconsolidated financial statements or that the variation from such forecasts will not be material and adverse. Current and potential stockholders are cautioned not to base their entire analysis of our business and prospects upon isolated predictions, but instead are encouraged to utilize our entire publicly available mix of historical and forward-looking information, as well as other available information regarding us, our products and services, and the software industry when evaluating our prospective results of operations.related disclosures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk represents the risk of loss that may affect us due to adverse changes in financial market prices and interest rates. As of December 31,
2004,2007, we had funds invested in
a state and municipal bond mutual fund and auction rate municipal
and corporate bonds, all ofsecurities, which we accounted for in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” These investments were treated as available-for-sale under SFAS No. 115. The carrying value of these investments approximates fair market value.
We are not exposed to any market risk related to the municipal bond mutual fund as we liquidated it in February 2005. Due to the nature of
the auction rate municipal and corporate bonds,these investments, we are not subject to significant market rate risk.
We have no outstanding debt at December 31, 2004,2007, and we therefore are not subject to any interest rate risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The reports of our independent registered public accounting firm and our consolidated financial statements, related notes, and supplementary data are included as part of this Annual Report beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
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None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures— Our chief executive officer and our chief financial officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e)) as of December 31,
2004.2007. Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of December 31,
20042007 such disclosure controls and procedures were effective and designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
SEC’sSecurities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control Over Financial Reporting— During the quarter ended December 31,
2004,2007, there were no changes in our internal controls over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f)
and 15d-15(f), that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting— Tyler’s management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Securities Exchange Act Rule 13a-15(f). Tyler’s internal control over financial reporting is designed to provide reasonable assurance to Tyler’s management and board of directors regarding the preparation and fair presentation of published financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of Tyler’s internal control over financial reporting as of December 31,
2004.2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control -– Integrated Framework. Based on our assessment, we believe that, as of December 31,
2004,2007, Tyler’s internal control over financial reporting is effective based on those criteria.
Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 20042007 has been audited by Ernst & Young, LLP, the independent registered public accounting firm who also audited Tyler’s consolidated financial statements. Ernst & Young’s attestation report on management’s assessment of Tyler’s internal control over financial reporting appears on page F-2 hereof.
ITEM 9B. OTHER INFORMATION
None.
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None.
See the information under the following captions in Tyler’s definitive Proxy Statement, which is incorporated herein by reference. Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference. Such incorporation by reference does not include the Compensation Discussion and Analysis, the Compensation Committee Report or the Audit Committee Report or the Stock Performance Graphs, which are included in the Proxy Statement.
| | | | |
| | | | | Headings in Proxy Statement |
|
| ITEM 10. | | DIRECTORS, AND EXECUTIVE OFFICERS, OF THE REGISTRANT.AND CORPORATE GOVERNANCE. | | “Tyler Management” and “Corporate Governance Principles and Board Matters” |
| | | | | |
|
| | EXECUTIVE COMPENSATION. | | “Executive Compensation” |
| | | | | |
|
| | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | | “Security Ownership of Certain Beneficial Owners and Management” |
| | | | | |
|
| | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.TRANSACTIONS, AND DIRECTOR INDEPENDENCE. | | “Executive Compensation — Employment Contracts”“ and “Certain Relationships and Related Transactions” |
| | | | | |
|
| | PRINCIPAL ACCOUNTING FEES AND SERVICESSERVICES. | | |
The information required under this item may be found under the section captioned “Proposals For Consideration —– Proposal Two —Three – Ratification of Ernst & Young LLP as Our Independent Auditors for Fiscal Year 2005”2008” in our Proxy Statement and is incorporated herein by reference.
3536
PART IV
ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULE. The following documents are filed as part of this Annual Report:
| | | | | |
| | Page | |
| (a) | (1) The consolidated financial statements are filed as part of this Annual Report. |
| | | |
| Exhibit | | |
| Number | | Description |
| 3.1 | | Restated Certificate of Incorporation of Tyler Three, as amended through May 14, 1990, and Certificate of Designation of Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to our Form 10-Q for the quarter ended June 30, 1990, and incorporated by reference herein). |
| | | |
| 3.2 | | Certificate of Amendment to the Restated Certificate of Incorporation (filed as Exhibit 3.1 to our Form 8-K, dated February 19, 1998, and incorporated by reference herein). |
36
| | | |
Exhibit | | |
Number | | Description |
| 3.3 | | Amended and Restated By-Laws of Tyler Corporation, dated November 4, 1997 (filed as Exhibit 3.3 to our Form 10-K for the year ended December 31, 1997, and incorporated by reference herein). |
37
| | | |
| Exhibit | | |
| Number | | Description |
| 3.4 | | Certificate of Amendment dated May 19, 1999 to the Restated Certificate of Incorporation (filed as Exhibit 3.4 to our Form 10-K for the year ended December 31, 2000, and incorporated by reference herein). |
| | | |
| 4.1 | | Specimen of Common Stock Certificate (filed as Exhibit 4.1 to our registration statement no. 33-33505 and incorporated by reference herein). |
| | | |
| 10.1 | | Credit Agreement dated as of February 27, 2002, by and between Tyler Technologies, Inc. and Bank of Texas, N.A. (filed as Exhibit 4.6 to our Form 10-K for the year ended December 31, 2001 and incorporated by reference herein). |
| | |
10.2 | | First Amendment to Credit Agreement by and between Tyler Technologies, Inc. and Bank of Texas, N.A. dated March 5, 2002. (filed as Exhibit 4.7 to our Form 10-K for the year ended December 31, 2001 and incorporated by reference herein). |
| | |
10.3 | | Second Amendment to Credit Agreement, First Amendment to Pledge and Security Agreement, and Lenders Consent and Waiver by and Among Tyler Technologies, Inc. and Bank of Texas N.A. (filed as Exhibit 4.5 to our Form 10-K for the year ended December 31, 2002 and incorporated by reference herein). |
| | |
10.4 | | Third Amendment to Credit Agreement, Second Amendment to Pledge and Security Agreement, Lender’s Consent and Waiver, and Borrower’s Acknowledgement, by and between Tyler Technologies, Inc. and Bank of Texas, N.A. dated effective January 10, 2003 (filed as Exhibit 4.9 to our Form 10-Q for the quarter ended March 31, 2003, and incorporated by reference herein). |
| | |
10.5 | | Fourth Amendment to Credit Agreement, and Lender’s Consent, by and between Tyler Technologies, Inc. and Bank of Texas, N.A. dated effective March 27, 2003 (filed as Exhibit 4.10 to our Form 10-Q for the quarter ended March 31, 2003, and incorporated by reference herein). |
| | |
10.6 | | Fifth Amendment to Credit Agreement and Lender’s Consent and Waiver, by and between Tyler Technologies, Inc. and Bank of Texas, N.A. (filed as Exhibit 4.11 to our Form 10-Q, dated effective March 31, 2003 and incorporated by reference herein). |
| | |
10.7 | | Sixth Amendment to Credit Agreement, Third Amendment to Pledge and Security Agreement and Lender’s Consent and Agreement, by and between Tyler Technologies, Inc. and Bank of Texas, N.A. dated effective December 2, 2003 (filed as Exhibit 4.8 to our Form 10-K for the year ended December 31, 2003 and incorporated by reference herein). |
37
| | |
Exhibit | | |
Number | | Description |
10.8 | | Amended and Restated Credit Agreement by and between Tyler Technologies, Inc. and Bank of Texas, N.A. as Administrative Agent, Letter of Credit Issuer and Lender, and Texas Capital Bank, as Lender. (filed as Exhibit 99.2 to our Form 8-K, dated effective February 15, 2005 and incorporated by reference herein). |
| | |
10.9 | | Form of Indemnification Agreement for directors and officers (filed as Exhibit 10.1 to our Form 10-K for the year ended December 31, 2002 and incorporated by reference herein). |
| | | |
10.1010.2 | | Stock Option Plan amended and restated as of May 12, 2000 (filed as Exhibit 4.1 to our registration statement no. 333-98929 and incorporated by reference herein and amended by Exhibit 4.2). |
| | |
10.11 | | Purchase Agreement between Tyler Corporation, Richmond Partners, Ltd. and Louis A. Waters, dated August 20, 1997 (filed as Exhibit 10.24 to our Form 8-K, dated September 2, 1997, and incorporated by reference herein). |
| | | |
10.12*10.3 | | Employment agreementAmended and Restated Stock Purchase Warrant to purchase 1,000,000 shares of common stock of Tyler Technologies, Inc. between Tyler Technologies, Inc. and Theodore L. Bathurst,Bank of America, N.A., dated October 7, 1998, (filedFebruary 20, 2004, but effective as Exhibit 10.18 to our Form 10-Q for the quarter endedof September 30, 1998, and incorporated by reference herein).10, 1997. |
| | | |
10.13*10.4 | | Amended and Restated Stock Purchase Warrant to purchase 603,766 shares of common stock of Tyler Technologies, Inc. between Tyler Technologies, Inc. and Bank of America, N.A., dated February 20, 2004, but effective as of September 10, 1997. |
| | |
| *10.5 | | Employment and Non-Competition Agreement between Tyler Technologies, Inc. and John S. Marr Jr. dated July 1, 2003 (filed as Exhibit 10.1 to our Form 10-Q for the quarter ended June 30, 2003 and incorporated by reference herein).February 26, 2008. |
| | | |
10.14 | | Employment and Non-Competition Agreement between Tyler Technologies, Inc. and John M. Yeaman dated July 1, 2003 (filed as Exhibit 10.2 to our Form 10-Q for the quarter ended March 31, 2003 and incorporated by reference herein). |
| | |
10.15*10.6 | | Employment and Non-Competition Agreement between Tyler Technologies, Inc. and Dustin R. Womble dated July 1, 2003 (filed as Exhibit 10.8 to our Form 10-K for the year ended December 31, 2003 and incorporated by reference herein).February 26, 2008. |
| | | |
10.16*10.7 | | Employment and Non-Competition Agreement between Tyler Technologies, Inc. and Brian K. Miller, dated February 26, 2008. |
| | |
| *10.8 | | Employment and Non-Competition Agreement between Tyler Technologies, Inc. and H. Lynn Moore dated February 26, 2008. |
| | |
| 10.9 | | Employee Stock Purchase Plan (filed as Exhibit 4.1 to our registration statement 333-116406 dated June 10, 2004 and incorporated by reference herein). |
| | | |
*21 | | Subsidiaries of Tyler |
| | |
*23 | | Consent of Independent Registered Public Accounting Firm |
| | |
*31.1 | | Rule 13a-14(a) Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
*31.2 | | Rule 13a-14(a) Certification by Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
38
| | | |
| Exhibit | | |
| Number | | Description |
*32.131.1 | | CertificationsRule 13a-14(a) Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1330, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Officer. |
| | | |
*32.231.2 | | Rule 13a-14(a) Certification by Principal Financial Officer. |
| | |
| *32 | | Section 1350 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1330, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.and Principal Financial Officer. |
A copy of each exhibit may be obtained at a price of 15 cents per page, $10.00, minimum order, by writing Investor Relations, 5949 Sherry Lane, Suite 1400, Dallas, Texas, 75225.
39
Pursuant to the requirements of Section 13 or 15(d) 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.
| | | | | |
| | | TYLER TECHNOLOGIES, INC. |
| | |
| |
Date: March 8, 2005 | February 26, 2008 | By: | | /s/ John S. Marr |
| | | | |
| | | | John S. Marr |
| |
| | | Chief Executive Officer and President |
| | | |
(principal executive officer) | |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | |
Date: March 8, 2005 | | By: |
| Date: February 26, 2008 | By: | /s/ John S. Marr |
| | | | |
| | | | John S. Marr |
| |
| | | Chief Executive Officer and President |
| | | |
Director |
| | | | (principal (principal executive officer) |
| | | | |
Date: March 8, 2005 | | By: | | /s/ John M. Yeaman |
| | | | |
| | | | John M. Yeaman |
| | | | Chairman of the Board |
| | | | |
Date: March 8, 2005 | | By: | | /s/ Theodore L. Bathurst |
| | | | |
| | | | Theodore L. Bathurst |
| | | | Vice President and Chief |
| | | | Financial Officer |
| | | | (principal financial officer) |
| | | | |
Date: March 8, 2005 | | By: | | /s/ Brian K. Miller |
| | | | |
| | | | Brian K. Miller |
| | | | Vice President — Finance and Treasurer |
| | | | |
Date: March 8, 2005 | | By: | | /s/ Terri L. Alford |
| | | | |
| | | | Terri L. Alford |
| | | | Controller |
| | | | (principal accounting officer) |
40
| | | | | |
Date: March 8, 2005 | | |
| Date: February 26, 2008 | By: | /s/ John M. Yeaman | |
| | /s/ Donald R. BrattainJohn M. Yeaman | |
| | Chairman of the Board | |
|
| | |
| Date: February 26, 2008 | By: | /s/ Brian K. Miller | |
| | Brian K. Miller | |
| | Senior Vice President and Chief Financial Officer (principal financial officer) | |
|
| | |
| Date: February 26, 2008 | By: | /s/ W. Michael Smith | |
| | W. Michael Smith | |
| | Vice President and Chief Accounting Officer (principal accounting officer) | |
40
| | | | |
| | | | Donald R. Brattain |
| | | | Director |
| | | | | |
Date: March 8, 2005 | | |
| Date: February 26, 2008 | By: | /s/ Donald R. Brattain | |
| | /s/ J. Luther KingDonald R. Brattain | |
| | Director | |
|
| | | |
| Date: February 26, 2008 | By: | /s/ J. Luther King | |
| | | J. Luther King | |
| | Director | |
|
| | | |
| Date: February 26, 2008 | By: | /s/ G. Stuart Reeves | |
| | G. Stuart Reeves | |
| | Director | |
|
| | |
| Date: February 26, 2008 | By: | /s/ Michael D. Richards | |
| | Michael D. Richards | |
| | Director | |
|
| | |
| Date: February 26, 2008 | By: | /s/ Dustin R. Womble | |
| | Dustin R. Womble | |
| | Director | |
41
| | | | | |
Date: March 8, 2005 | | By: | | /s/ G. Stuart Reeves |
| | | | |
| | | | G. Stuart Reeves |
| | | | Director |
| | | | |
Date: March 8, 2005 | | By: | | /s/ Michael D. Richards |
| | | | |
| | | | Michael D. Richards |
| | | | Director |
| | | | |
Date: March 8, 2005 | | By: | | /s/ Glenn A. Smith |
| | | | |
| | | | Glenn A. Smith |
| | | | Director |
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Tyler Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Tyler Technologies, Inc.
and subsidiaries as of December 31,
20042007 and
2003,2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31,
2004. Our audits also included the financial statement schedule listed in the Index at Item 15(a).2007. These financial statements
and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Tyler Technologies, Inc. and subsidiaries at December 31, 20042007 and 2003,2006, and the consolidated results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2004,2007, in conformity with U.S. generally accepted accounting principles. Also,
As discussed in
our opinion,Note 1 in the
related financial statement schedule, when considered in relationNotes to the
basic financial statements taken as a whole, presents fairly in all material respectsConsolidated Financial Statements, the
information set forth therein.Company changed its method of accounting for share-based compensation effective January 1, 2006.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the effectiveness of Tyler Technologies, Inc.’s internal control over financial reporting as of December 31,
2004,2007, based on criteria established in Internal
Control — Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
March 3, 2005February 22, 2008 expressed an unqualified opinion thereon.
Dallas, Texas
March 3, 2005February 22, 2008
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Tyler Technologies, Inc.
We have audited
management’s assessment, included in the accompanying Management’s Report on Internal Controls over Financial Reporting, that Tyler Technologies, Inc.
maintained effective’s internal control over financial reporting as of December 31,
2004,2007, based on criteria established in Internal
Control—Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Tyler Technologies, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting.reporting is included in the accompanying “Managements’ Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on
management’s assessment and an opinion on the effectiveness of the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
evaluating management’s assessment,assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In
our opinion, management’s assessment that Tyler Technologies, Inc. maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Tyler Technologies, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31,
2004,2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Tyler Technologies, Inc. as of December 31,
20042007 and
2003,2006, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three years in the period ended December 31,
20042007 and our report dated
March 3, 2005February 22, 2008 expressed an unqualified opinion thereon.
Dallas, Texas
March 3, 2005February 22, 2008
F-2
Tyler Technologies, Inc.
Consolidated Statements of Operations
For the years ended December 31
In thousands, except per share amounts
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2004 | | 2003 | | 2002 | | | 2007 | | 2006 | | 2005 | |
| Revenues: | | |
| Software licenses | | $ | 30,258 | | $ | 25,914 | | $ | 24,278 | | | $ | 35,063 | | $ | 37,247 | | $ | 29,418 | |
| Subscriptions | | | 10,406 | | 7,298 | | 5,852 | |
| Software services | | 49,786 | | 37,128 | | 25,703 | | | 60,283 | | 50,861 | | 46,233 | |
| Maintenance | | 57,760 | | 47,157 | | 40,667 | | | 85,411 | | 73,413 | | 64,728 | |
| Appraisal services | | 27,394 | | 30,011 | | 37,319 | | | 21,318 | | 19,755 | | 18,374 | |
| Hardware and other | | 7,072 | | 5,244 | | 5,930 | | | 7,315 | | 6,729 | | 5,852 | |
| | | | | | | | | | | | | | | |
| Total revenues | | 172,270 | | 145,454 | | 133,897 | | | 219,796 | | 195,303 | | 170,457 | |
| | | |
| Cost of revenues: | | |
| Software licenses | | 8,819 | | 6,610 | | 5,482 | | | 7,953 | | 9,968 | | 9,087 | |
| Software services and maintenance | | 72,609 | | 56,892 | | 50,175 | | |
| Acquired software | | | 2,279 | | 1,360 | | 794 | |
| Software services, maintenance and subscriptions | | | 104,993 | | 90,601 | | 80,614 | |
| Appraisal services | | 20,132 | | 21,275 | | 25,512 | | | 14,467 | | 13,563 | | 14,188 | |
| Hardware and other | | 5,425 | | 3,844 | | 4,746 | | | 5,679 | | 5,007 | | 4,287 | |
| | | | | | | | | | | | | | | |
| Total cost of revenues | | 106,985 | | 88,621 | | 85,915 | | | 135,371 | | 120,499 | | 108,970 | |
| | | | | | | | | | | | | | | |
| | | |
| Gross profit | | 65,285 | | 56,833 | | 47,982 | | | 84,425 | | 74,804 | | 61,487 | |
| | | |
| Selling, general and administrative expenses | | 45,451 | | 38,390 | | 33,914 | | | 51,724 | | 48,389 | | 43,821 | |
| Amortization of acquisition intangibles | | 2,714 | | 2,931 | | 3,329 | | |
| Research and development expense | | | 4,443 | | 3,322 | | 2,421 | |
| Restructuring charge | | | — | | — | | 1,260 | |
| Amortization of customer and trade name intangibles | | | 1,478 | | 1,318 | | 1,266 | |
| | | | | | | | | | | | | | | |
| | | |
| Operating income | | 17,120 | | 15,512 | | 10,739 | | | 26,780 | | 21,775 | | 12,719 | |
| | | |
| Realized gain on sale of investment in H.T.E., Inc. | | — | | 23,233 | | — | | |
| Other income (expense), net | | 317 | | 339 | | | (698 | ) | |
| Other income, net | | | 1,800 | | 1,080 | | 906 | |
| | | | | | | | | | | | | | | |
| | | |
| Income from continuing operations before income taxes | | 17,437 | | 39,084 | | 10,041 | | |
| Income before income taxes | | | 28,580 | | 22,855 | | 13,625 | |
| Income tax provision | | 7,309 | | 13,106 | | 3,869 | | | 11,079 | | 8,493 | | 5,432 | |
| | | | | | | | | |
| Income from continuing operations | | 10,128 | | 25,978 | | 6,172 | | |
| | | |
| Gain on disposal of discontinued operations, after income taxes | | — | | 424 | | 1,817 | | |
| | | | | | | | | | | | | | | |
| Net income | | $ | 10,128 | | $ | 26,402 | | $ | 7,989 | | | $ | 17,501 | | $ | 14,362 | | $ | 8,193 | |
| | | | | | | | | | | | | | | |
| | | |
| Basic income per common share: | | |
| Continuing operations | | $ | 0.25 | | $ | 0.61 | | $ | 0.13 | | |
| Discontinued operations | | — | | 0.01 | | 0.04 | | |
| Earnings per common share: | | |
| Basic | | | $ | 0.45 | | $ | 0.37 | | $ | 0.21 | |
| | | | | | | | | | | | | | | |
| Net income per common share | | $ | 0.25 | | $ | 0.62 | | $ | 0.17 | | |
| | | | | | | | | |
| | | |
| Diluted income per common share: | | |
| Continuing operations | | $ | 0.23 | | $ | 0.58 | | $ | 0.12 | | |
| Discontinued operations | | — | | 0.01 | | 0.04 | | |
| | | | | | | | | |
| Net income per common share | | $ | 0.23 | | $ | 0.59 | | $ | 0.16 | | |
| Diluted | | | $ | 0.42 | | $ | 0.34 | | $ | 0.19 | |
| | | | | | | | | | | | | | | |
| | | |
| Basic weighted average common shares outstanding | | 41,288 | | 42,547 | | 47,136 | | | 38,735 | | 38,817 | | 39,439 | |
| Diluted weighted average common shares outstanding | | 44,566 | | 45,035 | | 49,493 | | | 41,352 | | 41,868 | | 42,075 | |
See accompanying notes.
F-3
Tyler Technologies, Inc.
Consolidated Balance Sheets
December 31
In thousands, except share and per share amounts
| | | | | | | | | | | | | | | | | |
| | | 2004 | | 2003 | | | 2007 | | 2006 | |
| ASSETS | | |
| Current assets: | | |
| Cash and cash equivalents | | $ | 12,573 | | $ | 10,268 | | | $ | 9,642 | | $ | 17,212 | |
| Restricted cash equivalents | | | 4,462 | | 4,962 | |
| Short-term investments available-for-sale | | 13,832 | | 11,669 | | | 41,590 | | 19,543 | |
| Accounts receivable (less allowance for losses of $986 in 2004 and $1,094 in 2003) | | 45,801 | | 42,517 | | |
| Prepaid expenses and other current assets | | 5,042 | | 3,853 | | |
| Accounts receivable (less allowance for losses of $1,851 in 2007 and $2,971 in 2006) | | | 63,965 | | 58,188 | |
| Prepaid expenses | | | 7,726 | | 6,864 | |
| Other current assets | | | 1,324 | | 2,326 | |
| Deferred income taxes | | 1,611 | | 1,536 | | | 2,355 | | 2,579 | |
| | | | | | | | | | | |
| Total current assets | | 78,859 | | 69,843 | | | 131,064 | | 111,674 | |
| | | |
| Accounts receivable, long-term portion | | | 398 | | 1,675 | |
| Property and equipment, net | | 6,624 | | 6,927 | | | 9,826 | | 7,390 | |
| | | |
| Other assets: | | |
| Restricted certificate of deposit | | 7,500 | | 7,500 | | |
| Goodwill | | 53,709 | | 53,932 | | | 71,677 | | 66,127 | |
| Customer related intangibles, net | | 18,855 | | 20,014 | | | 17,706 | | 17,502 | |
| Software, net | | 23,385 | | 26,390 | | | 9,588 | | 14,554 | |
| Trade name and other acquisition intangibles, net | | 1,369 | | 1,476 | | |
| Trade name, net | | | 1,074 | | 1,188 | |
| Sundry | | 186 | | 314 | | | 175 | | 166 | |
| | | | | | | | | | | |
| | | $ | 190,487 | | $ | 186,396 | | | $ | 241,508 | | $ | 220,276 | |
| | | | | | | | | | | |
| | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | |
| Current liabilities: | | |
| Accounts payable | | $ | 2,890 | | $ | 2,378 | | | $ | 3,323 | | $ | 5,063 | |
| Accrued liabilities | | 13,660 | | 14,541 | | | 18,905 | | 17,735 | |
| Deferred revenue | | 41,541 | | 37,843 | | | 73,714 | | 62,387 | |
| Income taxes payable | | 1,023 | | 530 | | | 632 | | — | |
| | | | | | | | | | | |
| Total current liabilities | | 59,114 | | 55,292 | | | 96,574 | | 85,185 | |
| | | |
| Deferred income taxes | | 12,973 | | 13,182 | | | 7,723 | | 9,216 | |
| Minority interest | | — | | 15 | | |
| | | |
| Commitments and contingencies | | |
| | | |
| Shareholders’ equity: | | |
| Preferred stock, $10.00 par value; 1,000,000 shares authorized, none issued | | — | | — | | | — | | — | |
| Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued in 2004 and 2003 | | 481 | | 481 | | |
| Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued in 2007 and 2006 | | | 481 | | 481 | |
| Additional paid-in capital | | 152,870 | | 156,201 | | | 149,568 | | 151,627 | |
| Accumulated deficit | | | (4,424 | ) | | | (14,552 | ) | |
| Accumulated other comprehensive loss, net of tax | | — | | | (32 | ) | | — | | | (10 | ) |
| Treasury stock, at cost; 7,423,361 and 6,703,763 shares in 2004 and 2003, respectively | | | (30,527 | ) | | | (24,191 | ) | |
| Retained earnings | | | 35,632 | | 18,131 | |
| Treasury stock, at cost; 9,528,467 and 9,255,783 shares in 2007 and 2006, respectively | | | | (48,470 | ) | | | (44,354 | ) |
| | | | | | | | | | | |
| Total shareholders’ equity | | 118,400 | | 117,907 | | | 137,211 | | 125,875 | |
| | | | | | | | | | | |
| | | $ | 190,487 | | $ | 186,396 | | | $ | 241,508 | | $ | 220,276 | |
| | | | | | | | | | | |
See accompanying notes.
F-4
Tyler Technologies, Inc.
Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2004, 20032007, 2006 and 2002
2005
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Accumulated | | | | | Accumulated | | | | | |
| | | Additional | | Other | | Total | | | Additional | | Other | | Retained | | Total | |
| | | Common Stock | | Paid-in | | Comprehensive | | Accumulated | | Treasury Stock | | Shareholders’ | | | Common Stock | | Paid-in | | Comprehensive | | Earnings | | Treasury Stock | | Shareholders' | |
| | | Shares | | Amount | | Capital | | Income (Loss) | | Deficit | | Shares | | Amount | | Equity | | | Shares | | Amount | | Capital | | Income (Loss) | | (Deficit) | | Shares | | Amount | | Equity | |
| Balance at December 31, 2001 | | 48,148 | | $ | 481 | | $ | 157,242 | | $ | (4,545 | ) | | $ | (48,943 | ) | | | (920 | ) | | $ | (3,351 | ) | | $ | 100,884 | | |
| Balance at December 31, 2004 | | | 48,148 | | $ | 481 | | $ | 152,870 | | $ | — | | $ | (4,424 | ) | | | (7,423 | ) | | $ | (30,527 | ) | | $ | 118,400 | |
| Comprehensive income: | | |
| Net income | | — | | — | | — | | — | | 7,989 | | — | | — | | 7,989 | | | — | | — | | — | | — | | 8,193 | | — | | — | | 8,193 | |
| Unrealized gain on investment security, net of tax | | — | | — | | — | | 11,963 | | — | | — | | — | | 11,963 | | |
| Unrealized loss on investment securities, net of tax | | | — | | — | | — | | | (8 | ) | | — | | — | | — | | | (8 | ) |
| Reclassification adjustment, net of income taxes of $5 | | | — | | — | | — | | 8 | | — | | — | | — | | 8 | |
| | | | | | | |
| Total comprehensive income | | 19,952 | | | 8,193 | |
| | | | | | | |
| Issuance of shares pursuant to stock compensation plans | | — | | — | | | (542 | ) | | — | | — | | 491 | | 2,164 | | 1,622 | | |
| Issuance of shares pursuant to stock compensation plan | | | — | | — | | | (1,570 | ) | | — | | — | | 436 | | 3,370 | | 1,800 | |
| Stock compensation | | | — | | — | | 18 | | — | | — | | — | | — | | 18 | |
| Treasury stock purchases | | — | | — | | — | | — | | — | | | (1,500 | ) | | | (4,000 | ) | | | (4,000 | ) | | — | | — | | — | | — | | — | | | (2,457 | ) | | | (17,683 | ) | | | (17,683 | ) |
| Issuance of shares pursuant to Employee Stock Purchase Plan | | | — | | — | | | (116 | ) | | — | | — | | 171 | | 1,272 | | 1,156 | |
| Federal income tax benefit related to exercise of stock options | | — | | — | | 198 | | — | | — | | — | | — | | 198 | | | — | | — | | 313 | | — | | — | | — | | — | | 313 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2002 | | 48,148 | | 481 | | 156,898 | | 7,418 | | | (40,954 | ) | | | (1,929 | ) | | | (5,187 | ) | | 118,656 | | |
| Balance at December 31, 2005 | | | 48,148 | | 481 | | 151,515 | | — | | 3,769 | | | (9,273 | ) | | | (43,568 | ) | | 112,197 | |
| Comprehensive income: | | |
| Net income | | — | | — | | — | | — | | 26,402 | | — | | — | | 26,402 | | | — | | — | | — | | — | | 14,362 | | — | | — | | 14,362 | |
| Unrealized loss on investment securities, net of tax | | — | | — | | — | | | (32 | ) | | — | | — | | — | | | (32 | ) | | — | | — | | — | | | (10 | ) | | — | | — | | — | | | (10 | ) |
| Reclassification adjustment, net of income taxes of $3,995 | | — | | — | | — | | | (7,418 | ) | | — | | — | | — | | | (7,418 | ) | |
| | | | | | | |
| Total comprehensive income | | 18,952 | | | 14,352 | |
| | | | | | | |
| Issuance of shares pursuant to stock compensation plans | | — | | — | | | (645 | ) | | — | | — | | 554 | | 2,318 | | 1,673 | | |
| Issuance of shares pursuant to stock compensation plan | | | — | | — | | | (3,158 | ) | | — | | — | | 623 | | 6,074 | | 2,916 | |
| Stock compensation | | | — | | — | | 1,960 | | — | | — | | — | | — | | 1,960 | |
| Treasury stock purchases | | — | | — | | — | | — | | — | | | (6,019 | ) | | | (24,104 | ) | | | (24,104 | ) | | — | | — | | — | | — | | — | | | (1,033 | ) | | | (10,531 | ) | | | (10,531 | ) |
| Stock warrant exercises | | — | | — | | | (1,584 | ) | | — | | — | | 393 | | 1,584 | | — | | |
| Issuance of shares pursuant to Employee Stock Purchase Plan | | | — | | — | | 22 | | — | | — | | 102 | | 918 | | 940 | |
| Federal income tax benefit related to exercise of stock options | | — | | — | | 292 | | — | | — | | — | | — | | 292 | | | — | | — | | 1,150 | | — | | — | | — | | — | | 1,150 | |
| Shares issued for acquisitions | | — | | — | | 1,240 | | — | | — | | 297 | | 1,198 | | 2,438 | | |
| Issuance of shares for acquisitions | | | — | | — | | 138 | | — | | — | | 325 | | 2,753 | | 2,891 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2003 | | 48,148 | | 481 | | 156,201 | | | (32 | ) | | | (14,552 | ) | | | (6,704 | ) | | | (24,191 | ) | | 117,907 | | |
| Balance at December 31, 2006 | | | 48,148 | | 481 | | 151,627 | | | (10 | ) | | 18,131 | | | (9,256 | ) | | | (44,354 | ) | | 125,875 | |
| Comprehensive income: | | |
| Net income | | — | | — | | — | | — | | 10,128 | | — | | — | | 10,128 | | | — | | — | | — | | — | | 17,501 | | — | | — | | 17,501 | |
| Unrealized loss on investment securities, net of tax | | — | | — | | — | | | (37 | ) | | — | | — | | — | | | (37 | ) | |
| Reclassification adjustment, net of income taxes of $37 | | — | | — | | — | | 69 | | — | | — | | — | | 69 | | |
| Unrealized gain on investment securities, net of tax | | | — | | — | | — | | 10 | | — | | — | | — | | 10 | |
| | | | | | | |
| Total comprehensive income | | 10,160 | | | 17,511 | |
| | | | | | | |
| Issuance of shares pursuant to stock compensation plans | | — | | — | | | (3,704 | ) | | — | | — | | 680 | | 5,644 | | 1,940 | | |
| Issuance of shares pursuant to stock compensation plan | | | — | | — | | | (7,339 | ) | | — | | — | | 878 | | 10,928 | | 3,589 | |
| Stock compensation | | | — | | — | | 2,365 | | — | | — | | — | | — | | 2,365 | |
| Treasury stock purchases | | — | | — | | — | | — | | — | | | (1,459 | ) | | | (12,518 | ) | | | (12,518 | ) | | — | | — | | — | | — | | — | | | (1,250 | ) | | | (16,163 | ) | | | (16,163 | ) |
| Stock warrant exercises | | — | | — | | | (143 | ) | | — | | — | | 16 | | 143 | | — | | |
| Issuance of shares pursuant to Employee Stock Purchase Plan | | — | | — | | | (66 | ) | | — | | — | | 44 | | 395 | | 329 | | | — | | — | | | (2 | ) | | — | | — | | 100 | | 1,119 | | 1,117 | |
| Federal income tax benefit related to exercise of stock options | | — | | — | | 582 | | — | | — | | — | | — | | 582 | | | — | | — | | 2,917 | | — | | — | | — | | — | | 2,917 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2004 | | 48,148 | | $ | 481 | | $ | 152,870 | | $ | — | | $ | (4,424 | ) | | | (7,423 | ) | | $ | (30,527 | ) | | $ | 118,400 | | |
| Balance at December 31, 2007 | | | 48,148 | | $ | 481 | | $ | 149,568 | | $ | — | | $ | 35,632 | | | (9,528 | ) | | $ | (48,470 | ) | | $ | 137,211 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes.
F-5
Tyler Technologies, Inc.
Consolidated Statements of Cash Flows
For the years ended December 31
In thousands
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2004 | | 2003 | | 2002 | | | 2007 | | 2006 | | 2005 | |
| Cash flows from operating activities: | | |
| Net income | | $ | 10,128 | | $ | 26,402 | | $ | 7,989 | | | $ | 17,501 | | $ | 14,362 | | $ | 8,193 | |
| Adjustments to reconcile net income to net cash provided by operations: | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | |
| Depreciation and amortization | | 11,386 | | 9,396 | | 8,522 | | | 11,211 | | 10,102 | | 10,443 | |
| Realized gain on sale of investment in H.T.E., Inc. | | — | | | (23,233 | ) | | — | | |
| Realized net losses on sales of investment securities | | 106 | | 39 | | — | | |
| Share-based compensation expense | | | 2,365 | | 1,960 | | — | |
| Purchased in-process research and development charge | | | — | | 140 | | — | |
| Non-cash interest and other charges | | 88 | | 219 | | 348 | | | — | | 220 | | | (73 | ) |
| Provision for losses — accounts receivable | | 796 | | 1,104 | | 727 | | | 753 | | 2,077 | | 1,641 | |
| Deferred income tax (benefit) provision | | | (300 | ) | | 4,628 | | 3,384 | | |
| Discontinued operations — noncash charges and changes in operating assets and liabilities | | — | | | (843 | ) | | | (2,458 | ) | |
| Changes in operating assets and liabilities, exclusive of effects of acquired companies and discontinued operations: | | |
| Deferred income tax benefit | | | | (1,598 | ) | | | (2,520 | ) | | | (2,200 | ) |
| Changes in operating assets and liabilities, exclusive of effects of acquired companies: | | |
| Accounts receivable | | | (3,760 | ) | | | (7,354 | ) | | 1,056 | | | | (1,575 | ) | | | (10,400 | ) | | | (7,031 | ) |
| Income tax payable | | 1,063 | | 728 | | 151 | | | 2,028 | | | (78 | ) | | | (421 | ) |
| Prepaid expenses and other current assets | | | (1,084 | ) | | | (77 | ) | | | (316 | ) | | | (304 | ) | | | (1,496 | ) | | | (2,117 | ) |
| Accounts payable | | 511 | | | (238 | ) | | 354 | | | | (1,955 | ) | | 1,626 | | 561 | |
| Accrued liabilities | | | (961 | ) | | 2,603 | | 1,095 | | | | (1,619 | ) | | 972 | | 2,428 | |
| Deferred revenue | | 4,186 | | 9,161 | | | (1,007 | ) | | 7,304 | | 9,839 | | 9,763 | |
| | | | | | | | | | | | | | | |
| Net cash provided by operating activities | | 22,159 | | 22,535 | | 19,845 | | | 34,111 | | 26,804 | | 21,187 | |
| | | | | | | | | | | | | | | |
| | |
| Cash flows from investing activities: | | |
| Proceeds from sale of investment in H.T.E., Inc. | | — | | 39,333 | | — | | |
| Purchases of short-term investments | | | (12,277 | ) | | | (27,758 | ) | | — | | | | (67,545 | ) | | | (26,825 | ) | | | (16,882 | ) |
| Proceeds from sales of short-term investments | | 10,055 | | 16,000 | | — | | | 45,480 | | 19,016 | | 18,964 | |
| Cost of acquisitions, net of cash acquired | | | (946 | ) | | | (12,109 | ) | | — | | | | (9,005 | ) | | | (12,237 | ) | | — | |
| Increase in restricted certificate of deposit | | — | | | (7,500 | ) | | — | | |
| Decrease in restricted investments | | | 500 | | 38 | | 2,500 | |
| Investment in software development costs | | | (4,575 | ) | | | (6,761 | ) | | | (7,210 | ) | | | (167 | ) | | | (236 | ) | | | (1,002 | ) |
| Additions to property and equipment | | | (2,267 | ) | | | (1,796 | ) | | | (2,508 | ) | | | (3,678 | ) | | | (4,088 | ) | | | (1,734 | ) |
| Proceeds from disposal of discontinued operations and related assets | | — | | 127 | | 1,807 | | |
| Other | | 96 | | | (126 | ) | | | (63 | ) | | 140 | | 6 | | | (26 | ) |
| | | | | | | | | | | | | | | |
| Net cash used by investing activities | | | (9,914 | ) | | | (590 | ) | | | (7,974 | ) | |
| Net cash (used by) provided by investing activities | | | | (34,275 | ) | | | (24,326 | ) | | 1,820 | |
| | | | | | | | | | | | | | | |
| | |
| Cash flows from financing activities: | | |
| Payments on notes payable | | | (35 | ) | | | (2,990 | ) | | | (456 | ) | |
| Payment of debt of discontinued operations | | — | | — | | | (324 | ) | |
| Purchase of treasury shares | | | (12,518 | ) | | | (24,104 | ) | | | (4,000 | ) | | | (14,037 | ) | | | (10,531 | ) | | | (17,683 | ) |
| Contributions from employee stock purchase plan | | 673 | | — | | — | | | 1,151 | | 1,002 | | 1,036 | |
| Proceeds from exercise of stock options | | 1,940 | | 1,673 | | 1,622 | | | 3,589 | | 2,916 | | 1,800 | |
| Debt issuance costs | | — | | — | | | (240 | ) | |
| Excess tax benefits from share-based compensation expense | | | 1,891 | | 614 | | — | |
| | | | | | | | | | | | | | | |
| Net cash used by financing activities | | | (9,940 | ) | | | (25,421 | ) | | | (3,398 | ) | | | (7,406 | ) | | | (5,999 | ) | | | (14,847 | ) |
| | | | | | | | | | | | | | | |
| | |
| Net increase (decrease) in cash and cash equivalents | | 2,305 | | | (3,476 | ) | | 8,473 | | |
| Net (decrease) increase in cash and cash equivalents | | | | (7,570 | ) | | | (3,521 | ) | | 8,160 | |
| Cash and cash equivalents at beginning of year | | 10,268 | | 13,744 | | 5,271 | | | 17,212 | | 20,733 | | 12,573 | |
| | | | | | | | | |
| | | | | | | | | |
| Cash and cash equivalents at end of year | | $ | 12,573 | | $ | 10,268 | | $ | 13,744 | | | $ | 9,642 | | $ | 17,212 | | $ | 20,733 | |
| | | | | | | | | | | | | | | |
See accompanying notes.
F-6
Tyler Technologies, Inc.
Notes to Consolidated Financial Statements
(Tables in thousands, except per share data)
December 31, 2004 and 2003
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
We provide integrated software systems and related services for local governments. We develop and market a broad line of software
productssolutions and services to address the information technology (“IT”) needs of cities, counties, schools and other local government entities. In addition, we provide professional IT services,
to our customers, including software and hardware installation, data conversion, training, and for certain customers, product modifications, along with continuing maintenance and support for customers using our systems. We also provide
subscription-based services such as application service provider arrangements and other hosting services as well as property appraisal outsourcing services for taxing jurisdictions.
Tyler’s business is subject to risks and uncertainties including dependence on
information technologyIT spending by customers, fluctuations of quarterly results, a lengthy and variable sales cycle, dependence on key personnel, dependence on principal products and third-party technology and rapid technological change.
In addition, our products are complex and we run the risk of errors or defects with new product introductions or enhancements.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include our parent company and our subsidiaries, all of which are wholly-owned as of December 31, 2004 (see Note 2). All significant intercompany balances and transactions have been eliminated in consolidation.
In 2005, we merged all of our subsidiaries into the parent company.
CASH
AND CASH EQUIVALENTS
SHORT-TERM INVESTMENTS AND OTHERCash equivalents include items almost asin excess of that necessary for operating requirements is invested in short-term, highly liquid, as cash, such as money market investments with insignificant interest rate risk and original maturities of three months or less at the time of purchase. For purposes of the statements of cash flows, we consider all investmentsincome-producing investments. Investments with original maturities of three months or less are classified as cash and cash equivalents, which primarily consist of money market funds. Cash and cash equivalents are stated at cost, which approximates market value.
SHORT-TERM INVESTMENTS
Short-term investments mainly consist of auction rate municipal securities with auction reset periods that occur every 28 to
be cash equivalents.In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” we determine the appropriate classification of debt and equity securities at the time of purchase and re-evaluate the classification as of each balance sheet date. At December 31, 2004 and 2003, we35 days. These investments are classified our short-term investments as available-for-sale securities pursuant to SFAS No. 115.and are stated at fair value. Investments which are classified as available-for-sale are recorded at fair value as determined by quoted market price and unrealized holding gains and losses, net of the related tax effect, if any, are not reflected in earnings but are reported as a separate component of other comprehensive income until realized. Interest and dividends earned on these securities are reinvested in the securities. The cost basis of securities sold is determined using the average cost method. At each reset period, we account for the transactions as “Proceeds from sales of short-term investments” for the security relinquished, and a “Purchase of short-term investments” for the security purchased, in the accompanying Consolidated Statement of Cash Flows. Following is a summary of short-term investments:
| | | | | | | | | | | | | | | | | |
| | | | | | | Unrealized | | | Unrealized | | | Estimated | |
| December 31, 2004 | | Cost | | | Gains | | | Losses | | | Fair Value | |
| Auction rate municipal bonds | | $ | 8,925 | | | $ | — | | | $ | — | | | $ | 8,925 | |
| State and municipal bond mutual fund | | | 4,907 | | | | — | | | | — | | | | 4,907 | |
| | | | | | | | | | | | | |
| | | $ | 13,832 | | | $ | — | | | $ | — | | | $ | 13,832 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | Unrealized | | | Unrealized | | | Estimated | |
| December 31, 2003 | | Cost | | | Gains | | | Losses | | | Fair Value | |
| State and municipal bond mutual fund | | $ | 5,843 | | | $ | — | | | $ | (6 | ) | | $ | 5,837 | |
| Fixed income securities mutual fund | | | 5,875 | | | | — | | | | (43 | ) | | | 5,832 | |
| | | | | | | | | | | | | |
| | | $ | 11,718 | | | $ | — | | | $ | (49 | ) | | $ | 11,669 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | Unrealized | | Unrealized | | Estimated |
| December 31, 2007 | | Cost | | Gains | | Losses | | Fair Value |
| Auction rate municipal securities | | $ | 41,590 | | | $ | — | | | $ | — | | | $ | 41,590 | |
F-7
| | | | | | | | | | | | | | | | | |
| | | | | | | Unrealized | | | Unrealized | | | Estimated | |
| December 31, 2006 | | Cost | | | Gains | | | Losses | | | Fair Value | |
| Auction rate municipal securities | | $ | 14,875 | | | $ | — | | | $ | — | | | $ | 14,875 | |
| State and municipal bonds | | | 4,684 | | | | — | | | | (16 | ) | | | 4,668 | |
| | | | | | | | | | | | | |
| | | $ | 19,559 | | | $ | — | | | $ | (16 | ) | | $ | 19,543 | |
| | | | | | | | | | | | | |
Included in other assets isWe maintain a $7.5$5.0 million Letter of Credit facility under which the bank issues cash collateralized letters of credit. As of December 31, 2007 approximately $4.5 million of our cash equivalents are restricted certificate of deposit with a maturity in excess of one year which collateralizesand designated as collateral for our letters of credit required underissued in connection with our surety bond program. These letters of credit expire during 2005 and early 2006.through mid 2008.
F-7
Software Arrangements:
We earn revenue from software licenses, postcontractsubscriptions, software related services, post-contract customer support (“PCS” or “maintenance”), hardware, software related services and appraisal services.hardware. PCS includes telephone support, bug fixes, and rights to upgrades on a when-and-if available basis. We provide services that range from installation, training, and basic consulting to software modification and customization to meet specific customer needs. In software arrangements that include rights to multiple software products, specified upgrades, PCS, and/or other services, we allocate the total arrangement fee among each deliverable based on the relative fair value of each. Fair values
We typically enter into multiple element arrangements, which include software licenses, software services, PCS and occasionally hardware. The majority of our software arrangements are
estimated using vendor specific objective evidence.We recognize revenue frommultiple element arrangements, but for those arrangements that involve significant production, modification or customization of the software, transactionsor where software services are otherwise considered essential to the functionality of the software in accordance withthe customer’s environment, we use contract accounting and apply the provisions of Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,81-1 “Accounting for Performance of Construction — Type and Certain Production — Type Contracts.”
If the arrangement does not require significant production, modification or customization or where the software services are not considered essential to the functionality of the software, revenue is recognized when all of the following conditions are met:
| | | | |
| | i. | | persuasive evidence of an arrangement exists; |
|
| | ii. | | delivery has occurred; |
|
| | iii. | | our fee is fixed or determinable; and |
|
| | iv. | | collectibility is probable. |
For multiple element arrangements, each element of the arrangement is analyzed and we allocate a portion of the total arrangement fee to the elements based on the fair value of the element using vendor-specific objective evidence of fair value (“VSOE”), regardless of any separate prices stated within the contract for each element. Fair value is considered the price a customer would be required to pay if the element was sold separately based on our historical experience of stand-alone sales of these elements to third parties. For PCS, we use renewal rates for continued support arrangements to determine fair value. For software services, we use the fair value we charge our customers when those services are sold separately. We monitor our transactions to insure we maintain and periodically revise VSOE to reflect fair value. In software arrangements in which we have the fair value of all undelivered elements but not of a delivered element, we apply the “residual method” as
amended by SOP 98-4 andallowed under SOP 98-9
in accounting for any element of a multiple element arrangement involving software that remains undelivered such that any discount inherent in a contract is allocated to the delivered element. Under the residual method, if the fair value of all undelivered elements is determinable, the fair value of the undelivered elements is deferred and
the remaining portion of the arrangement fee is allocated to the delivered element(s) and is recognized as revenue assuming the other revenue recognition criteria are met. In software arrangements in
accordance withwhich we do not have VSOE for all undelivered elements, revenue is deferred until fair value is determined or all elements for which we do not have VSOE have been delivered. Alternatively, if sufficient VSOE does not exist and the
Securities and Exchange Commission Staff, Accounting Bulletin No. 104, “Revenue Recognition” as follows:only undelivered element is services that do not involve significant modification or customization of the software, the entire fee is recognized over the period during which the services are expected to be performed.
Software
Licenses:Licenses
We recognize the revenue allocable to software licenses and specified upgrades upon delivery of the software product or upgrade to the customer, unless the fee is not fixed or determinable or collectibility is not probable. If the fee is not fixed or determinable, including new customers whose payment terms are three months or more from shipment, revenue is generally recognized as payments become due from the customer. If collectibility is not considered probable, revenue is recognized when the fee is collected. Arrangements that include software services, such as training or installation, are evaluated to determine whether those services are essential to the product’s functionality.
A majority of our software arrangements involve “off-the-shelf” software. We consider software to be off-the-shelf software if it can be added to an arrangement with minor changes in the underlying code and it can be used by the customer for the customer’s purpose upon installation. For off-the-shelf software arrangements, we recognize the software license fee as revenue after delivery has occurred, customer acceptance is reasonably assured, that portion of the fee represents a non-refundable enforceable claim and is probable of collection, and the remaining services such as training are not considered essential to the product’s functionality.
F-8
For arrangements that
includeinvolve significant production, modification or customization
or modification of the software, or where software services are otherwise considered essential, we recognize revenue using contract accounting. We
generally use the percentage-of-completion method to recognize revenue from these arrangements. We measure progress-to-completion primarily using labor hours incurred, or value added. The percentage-of-completion
methodologymethod generally results in the recognition of reasonably consistent profit margins over the life of a contract
sincebecause we have the ability to produce reasonably dependable estimates of contract billings and contract costs. We use the level of profit margin that is most likely to occur on a contract. If the most likely profit margin cannot be precisely determined, the lowest probable level of profit in the range of estimates is used until the results can be estimated more precisely. These arrangements are often implemented over an extended time period and occasionally require us to revise total cost estimates. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.
For arrangements that include new product releases for which it is difficult to estimate final profitability except to assume that no loss will ultimately be incurred, we recognize revenue under the completed contract method. Under the completed contract method, revenue is recognized only when a contract is completed or substantially complete. Historically these amounts have been immaterial.
Subscription-Based Services
Subscription-based services primarily consists of revenues derived from application service provider (“ASP”) arrangements and other hosted service offerings, software subscriptions and disaster recovery services.
We recognize revenue for ASP and other hosting services, software subscriptions and disaster recovery ratably over the period of the applicable agreement as services are provided. Disaster recovery agreements and other hosting services are typically renewable annually. ASP and software subscriptions are typically for periods of three to six years and automatically renew unless either party cancels the agreement. The majority of the ASP and other hosting services and software subscriptions also include professional services as well as maintenance and support. In certain ASP arrangements, the customer also acquires a license to the software.
For ASP and other hosting arrangements, we evaluate whether each of the elements in these arrangements represents a separate unit of accounting, as defined by Emerging Issues Task Force (“EITF”) 00-21, using all applicable facts and circumstances, including whether (i) we sell or could readily sell the element unaccompanied by the other elements, (ii) the element has stand-alone value to the customer, (iii) there is objective reliable evidence of the fair value of the undelivered item, and (iv) there is a general right of return. We consider the applicability of EITF No. 00-03, “Application of SOP 97-2 to Arrangements That Include the Right to Use Software
Services:Stored on Another Entity’s Hardware” on a contract-by-contract basis. In hosted term-based agreements, where the customer does not have the contractual right to take possession of the software, hosting fees are recognized on a monthly basis over the term of the contract commencing when the customer has access to the software. For professional services associated with hosting arrangements that we determine do not have stand-alone value to the customer, we recognize the services revenue ratably over the remaining contractual period once hosting has gone live and we may begin billing for the hosting services. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenues, depending on whether the revenue recognition criteria have been met.
If we determine that the customer has the contractual right to take possession of our software at any time during the hosting period without significant penalty, and can feasibly maintain the software on the customer’s hardware or enter into another arrangement with a third party to host the software, we recognize the license, professional services and hosting services revenues pursuant to SOP 97-2.
Software Services
Some of our software arrangements include services considered essential for the customer to use the software for the customer’s purposes. For these software arrangements, both the software license revenue and the services revenue are recognized as the services are performed using the percentage-of-completion contract accounting method. When software services are not considered essential, the fee allocable to the service element is recognized as revenue as we perform the services.
Computer Hardware Equipment
Revenue allocable to computer hardware equipment, which is based on VSOE, is recognized when we deliver the equipment and collection is probable.
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Postcontract Customer Support
Our customers generally enter into PCS agreements when they purchase our software licenses. Our PCS agreements are typically renewable annually. Revenue allocated to PCS is recognized on a straight-line basis over the period the PCS is provided. All significant costs and expenses associated with PCS are expensed as incurred. Fair value for the maintenance and support obligations for software licenses is based upon the specific sale renewals to customers.
For our
real estateproperty appraisal projects, we recognize revenue using the proportionate performance method of revenue recognition since many of these projects are
often implemented over
a one to three year
periodperiods and consist of various unique activities. Under this method of revenue recognition, we identify each activity for the appraisal project, with a typical project generally calling for bonding, office set up, training, routing of map information, data entry, data collection, data verification, informal hearings, appeals and project management. Each activity or act is specifically identified and assigned an estimated cost. Costs which are considered to be associated with indirect activities, such as bonding costs and office set up, are expensed as incurred. These costs are typically billed as incurred and are recognized as revenue equal to cost. Direct contract fulfillment activities and related supervisory costs such as data
F-8
collection, data entry and verification are expensed as incurred. The direct costs for these activities are determined and the total contract value is then allocated to each activity based on a consistent profit margin. Each activity is assigned a consistent unit of measure to determine progress towards completion and revenue is recognized for each activity based upon the percentage complete as applied to the estimated revenue for that activity. Progress for the fulfillment activities is typically based on labor hours or an output measure such as the number of parcel counts completed for that activity. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.
Computer Hardware Equipment:
Revenue allocable to computer hardware equipment, which is
Other:
The majority of deferred revenue consists of unearned support and maintenance revenue that has been billed based on
vendor specific objective evidence of fair value, is recognized when we deliver the equipment and collection is probable.Postcontract Customer Support:
Our customers generally enter into PCS agreements when they purchase our software licenses. Our PCS agreements are generally renewable every year. Revenue allocated to PCS is recognized on a straight-line basis over the period the PCS is provided. All significant costs and expenses associated with PCS are expensed as incurred. Fair value for the maintenance and support obligations for software licenses is based upon the specific sale renewals to customers or upon renewal rates quotedcontractual terms in the contracts.
Deferred revenue consists primarilyunderlying arrangement with the remaining balance consisting of payments received in advance of revenue being earned under software licensing, subscription-based services, software and appraisal services and hardware installation and support and maintenance contracts.installation. Unbilled revenue is not billable at the balance sheet date but is recoverable over the remaining life of the contract through billings made in accordance with contractual agreements.
The termination clauses in most of our contracts provide for the payment for the fair value of products delivered and services performed in the event of an early termination.
Prepaid expenses and other current assets include direct and incremental costs, consisting primarily of
third party sub-contractor payments and commissions associated with arrangements for which revenue recognition has been
deferred.deferred and third party subcontractor payments. Such costs are expensed at the time the related revenue is recognized.
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the application of the percentage-of-completion and proportionate performance methods of revenue recognition, the carrying amount and estimated useful lives of intangible assets,
determination of share-based compensation expense and valuation allowance for receivables. Actual results could differ from
those estimates.
PROPERTY AND EQUIPMENT, NET
Property, equipment and purchased software are recorded at original cost and increased by the cost of any significant improvements after purchase. We expense maintenance and repairs when incurred. Depreciation and amortization is calculated using the straight-line method over the shorter of the asset’s estimated useful life or the term of the lease in the case of leasehold improvements. For income tax purposes, we use accelerated depreciation methods as allowed by tax laws.
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INTEREST COST
We capitalize interest cost as a component of capitalized software development costs. We capitalized interest costs of $63,000 during 2003 and $269,000 during 2002. We did not capitalize any interest costs during 2004.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are included with selling, general and administrative expenses and are expensed when incurred.
We expensed research and development costs of
$2.5$4.4 million during
2004, $1.12007, $3.3 million during
2003,2006 and
$611,000$2.4 million during
2002.F-9
OTHER INCOME (EXPENSE), NET
Components2005. In 2007, we reduced our research and development expense by $1.6 million, which was the amount earned under the terms of other income (expense), net are as follows:our strategic alliance with a development partner.
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Interest income | | $ | 638 | | | $ | 633 | | | $ | 193 | |
| Interest expense | | | (192 | ) | | | (257 | ) | | | (187 | ) |
| Realized net loss on sales of short-term investments available-for-sale | | | (106 | ) | | | (39 | ) | | | — | |
| Minority interest (see Note 2) | | | (23 | ) | | | 2 | | | | — | |
| Legal fees associated with investment in H.T.E., Inc. (See Note 6) | | | — | | | | — | | | | (704 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | $ | 317 | | | $ | 339 | | | $ | (698 | ) |
| | | | | | | | | | |
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred taxes arise because of different treatment between financial statement accounting and tax accounting, known as “temporary differences.” We record the tax effect of these temporary differences as “deferred tax assets” (generally items that can be used as a tax deduction or credit in the future periods) and “deferred tax liabilities” (generally items that we received a tax deduction for, which have not yet been recorded in the income statement). The deferred tax assets and liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary differences are expected to be recovered or settled. A valuation allowance would be established to reduce deferred tax assets if it is likely that a deferred tax asset will not be realized.
STOCK COMPENSATION
In accordance with SFAS No. 123, “Accounting
Prior to January 1, 2006, we accounted for Stock-Based Compensation,” we elected to account for our stock-based compensationstock options using the intrinsic value method under Accounting Principles Board Opinion (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” as amended,Employees” and related interpretations, includingas permitted by Statement of Financial Accounting Standards Board (“FASB”SFAS”) Interpretation No. 44,123, “Accounting for Certain Transactions involving Stock Compensation,” an interpretation of APB No. 25, issued in March 2000. Under APB No. 25’s intrinsic value method,Stock-Based Compensation”, under which no compensation expense is determined on the measurement date; that is, the first date on which both the number of shares thewas recognized for stock option holder is entitledgrants. Accordingly, share-based compensation related to receive, and the exercise price, if any, are known. Compensation expense, if any, is measured based on the award’s intrinsic value – the excess of the market price of the stock over the exercise price on the measurement date. The exercise price of all of our stock options granted equalsfor periods prior to 2006 are included as a pro forma disclosure in the market price on the measurement date. Therefore,financial statement footnotes.
Effective January 1, 2006, we
have not recorded any compensation expense related to grants of stock options.The weighted-average fair value per stock option granted was $6.03 for 2004, $3.41 for 2003, and $3.61 for 2002. We estimated the fair values using the Black-Scholes option pricing model and the following assumptions for the periods presented:
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Expected dividend yield | | | 0 | % | | | 0 | % | | | 0 | % |
| Risk-free interest rate | | | 3.7 | % | | | 3.3 | % | | | 4.9 | % |
| Expected stock price volatility | | | 79.1 | % | | | 86.5 | % | | | 77.0 | % |
| Expected term until exercise (years) | | | 5 | | | | 5 | | | | 7 | |
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Pro forma information regarding net income and earnings per share is required by SFAS No. 123 for awards granted after December 31, 1994, as if we had accounted for our stock-based awards to employees underadopted the fair value methodrecognition provisions of SFAS No. 123. The pro forma impact of applying SFAS No. 123 in 2004, 2003 and 2002 will not necessarily be representative of the pro forma impact in future years. Our pro forma information is as follows:
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Net income as reported | | $ | 10,128 | | | $ | 26,402 | | | $ | 7,989 | |
| Add stock-based employee compensation cost included in net income, net of related tax benefit | | | — | | | | — | | | | — | |
| Deduct total stock-based employee compensation expense determined under fair-value-based method for all awards, net of related tax benefit | | | (1,086 | ) | | | (1,915 | ) | | | (2,110 | ) |
| | | | | | | | | | |
| Pro forma net income | | $ | 9,042 | | | $ | 24,487 | | | $ | 5,879 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Basic earnings per share: | | | | | | | | | | | | |
| As reported | | $ | 0.25 | | | $ | 0.62 | | | $ | 0.17 | |
| | | | | | | | | | |
| Pro forma | | $ | 0.22 | | | $ | 0.58 | | | $ | 0.12 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Diluted earnings per share: | | | | | | | | | | | | |
| As reported | | $ | 0.23 | | | $ | 0.59 | | | $ | 0.16 | |
| | | | | | | | | | |
| Pro forma | | $ | 0.20 | | | $ | 0.54 | | | $ | 0.12 | |
| | | | | | | | | | |
In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision using the modified-prospective method. Under this transition method, compensation cost recognized in 2007 and 2006 includes the applicable amounts of: (a) compensation cost of all share-based payments granted prior to, but not yet vested as of, January 1, 2006 (based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes APB No. 25. Among other items, SFAS No. 123R eliminates the use of APB No. 25 and the intrinsic value method of accounting, and requires the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, to be recordedpreviously presented in the financial statements. The effective date of SFAS No. 123R is the first reporting period beginning after June 15, 2005, which is the third quarter of 2005 for calendar year companies, although early adoption is allowed. SFAS No. 123R permits companies to adopt its requirements using either a “modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method,pro forma footnote disclosures), and (b) compensation cost is recognized in the financial statements beginning with the effective date, based on the requirements of SFAS No. 123R for all share-based payments granted after that date, and basedsubsequent to January 1, 2006 (based on the requirementsgrant-date fair value estimated in accordance with the new provisions of SFAS No. 123123R). Results for all unvested awards granted prior to the effective date of SFAS No. 123R. Under the “modified retrospective” method, the requirements are the same as under the “modified prospective” method, but also permits entities to restate financial statements of previous periods based on proforma disclosures made in accordance with SFAS No. 123.
We currently utilize a standard option pricing model (Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a “lattice” model. We have not yet determined which model we will usebeen restated.
Prior to
measure the fair value of employee stock options upon the adoption of SFAS No. 123R.SFAS No. 123R also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. However, the amount of operating cash flows recognized in prior periods for such excess tax deductions, as shown in our Consolidated Statement of Cash Flows, were $582,000 during 2004, $292,000 during 2003, and $198,000 during 2002.
We currently expect to adopt SFAS No. 123R effective July 1, 2005; however, we have not yet determined which of the adoption methods we will use. Subject to a complete review of the requirements of SFAS No. 123R, based on stock options granted to employees through December 31, 2004, we expect that the adoption of SFAS No. 123R, on July 1, 2005, would reduce both third quarter 2005 and fourth quarter 2005 net earnings by approximately $200,000 ($0.00 per share, diluted) each quarter.
we presented all tax benefits of deductions resulting from the exercise of options as operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123R also requires employee stock purchase plans (ESPP) with purchase price discounts greater than 5%the cash flows resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be compensatory. Our ESPP has a 15% purchase price discount with “look back” features, but the plan can be modified at any time. Based on our current intention to modify certain portions of our plan, we expect the related compensatory charge would reduce both third quarter 2005 and fourth quarter 2005 net earnings by approximately $50,000 ($0.00 per share, diluted) each. classified as financing cash flows.
See Note
128 — Share-Based Compensation for further
information on our stock-based compensation plans.F-11
information.
COMPREHENSIVE INCOME
Changes in accumulated other comprehensive income are as follows:
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Net income | | $ | 10,128 | | | $ | 26,402 | | | $ | 7,989 | |
| Other comprehensive income (loss): | | | | | | | | | | | | |
| Change in fair value of short-term investments available-for-sale (net of deferred tax benefit of $20 in 2004 and $17 in 2003) | | | (37 | ) | | | (32 | ) | | | — | |
| Reclassification adjustment for unrealized gain related to investment in H.T.E., Inc. (net of deferred tax expense of $3,995) | | | — | | | | (7,418 | ) | | | — | |
| Reclassification adjustment for unrealized gain related to investments available-for-sale (net of deferred tax expense of $37) | | | 69 | | | | — | | | | — | |
| Change in fair value of investment in H.T.E., Inc. (net of deferred tax expense of $3,995 for 2002) | | | — | | | | — | | | | 11,963 | |
| | | | | | | | | | |
| Total comprehensive income | | $ | 10,160 | | | $ | 18,952 | | | $ | 19,952 | |
| | | | | | | | | | |
SEGMENT AND RELATED INFORMATION
Although we have a number of operating subsidiaries,divisions, separate segment data has not been presented as they meet the criteria for aggregation as permitted by SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information.”
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GOODWILL AND OTHER INTANGIBLE ASSETS
We have used the purchase method of accounting for all of our business combinations. Our business acquisitions result in the allocation of the purchase price to goodwill and other intangible assets. We
first allocate the cost of acquired companies
first to identifiable assets based on estimated fair values. The excess of the purchase price over the fair value of identifiable assets acquired, net of liabilities assumed, is recorded as goodwill.
Under SFAS No. 142, “Goodwill and Other Intangible Assets,” we
will evaluate goodwill for impairment annually as of April,
1st, or more frequently if impairment indicators arise. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. In the implementation of SFAS No. 142, we identified two reporting units for impairment testing. The appraisal services and appraisal software stand-alone business unit qualified as a reporting unit since it is one level below an operating segment, discrete financial information exists for the business unit and the executive management group directly reviews this business unit. The other software business units were aggregated into the other single reporting unit. The appraisal services and appraisal software stand-alone business unit is organized in such a manner that both of its revenue sources are tightly integrated with each other and discrete financial information at the operating profit level does not exist for this business unit’s respective revenue sources.
There have been no significant impairments of goodwill or other intangibles.
IMPAIRMENT OF LONG-LIVED ASSETS
We periodically evaluate whether current facts or circumstances indicate that the carrying value of our property and equipment or other long-lived assets to be held and used may not be recoverable. If such circumstances are determined to exist, we measure the recoverability of assets to be held and used by a comparison of the carrying amount of the asset or appropriate grouping of assets and the estimated undiscounted future cash flows expected to be generated by the assets. If the carrying amount of the assets exceeds their estimated future cash flows, an impairment charge is recognized
byfor the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.
There have been no significant impairments of long-lived assets.
COSTS OF COMPUTER SOFTWARE
Software development costs have been accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed.” Under SFAS No. 86, capitalization of software development costs begins upon the establishment of technological feasibility and prior to the availability of the product for general release to customers. We capitalized software development costs of approximately
$4.6$167,000 during 2007, $236,000 during 2006, and $1.0 million during
2004, $6.8 million during 2003 and $7.2 million during 2002.2005. Software development costs primarily consist of personnel costs
and rent for related office
space and capitalized interest cost.space. We begin to amortize capitalized costs when a product is available for general release to customers. Amortization expense is determined on a product-by-product basis at a rate not less than straight-line basis over the product’s remaining estimated economic
life.F-12
life, but not to exceed five years. Amortization of software development costs was approximately $6.1$4.6 million in 2004, $4.12007, $5.1 million during 2003,in 2006, and $2.8$5.9 million during 2002in 2005 and is included in cost of software license revenue in the accompanying consolidated statements of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
We use the following methods
Cash and
assumptions to estimate thecash equivalents, accounts receivables, accounts payables, deferred revenues and certain other assets at cost approximate fair value
because of
each classthe short maturity of
financial instrumentsthese instruments. Our available-for-sale investments are recorded at
the balance sheet date: | • | Cash and cash equivalents, accounts receivables, accounts payables, deferred revenues and certain other assets: Costs approximate fair value because of the short maturity of these instruments. Our available-for-sale investments are recorded at fair value based on quoted market prices. |
|
| • | We do not have any derivative financial instruments, including those for speculative or trading purposes. |
fair value based on quoted market prices.
CONCENTRATIONS OF CREDIT RISK AND UNBILLED RECEIVABLES
Concentrations of credit risk with respect to receivables are limited due to the large numbersize and geographical diversity of customers to which our products and services are provided, as well as their dispersion across many different geographic areas.customer base. Historically, our credit losses have not been significant. As a result, we do not believe we have any significant concentrations of credit risk as of December 31, 2004.2007.
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We maintain allowances for doubtful accounts
and sales adjustments,
and estimated cost of product warranties, which are provided at the time the revenue is recognized. Since most of our customers are
domestic governmental entities, we rarely incur a loss resulting from the inability of a customer to make required payments. Events or changes in circumstances that indicate that the carrying amount for the allowances for doubtful accounts
and sales adjustments
and estimated cost of product warranties may require revision, include, but are not limited to, deterioration of a customer’s financial condition, failure to manage our customer’s expectations regarding the scope of the services to be delivered, and defects or errors in new versions or enhancements of our software products.
The following table summarizes the changes in the allowances for doubtful accounts and sales adjustments:
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Balance at beginning of year | | $ | 2,971 | | | $ | 1,991 | | | $ | 986 | |
| Provisions for losses — accounts receivable | | | 753 | | | | 2,077 | | | | 1,641 | |
| Collection of accounts previously written off | | | — | | | | 11 | | | | — | |
| Deductions for accounts charged off or credits issued | | | (1,873 | ) | | | (1,108 | ) | | | (636 | ) |
| | | | | | | | | | |
| Balance at end of year | | $ | 1,851 | | | $ | 2,971 | | | $ | 1,991 | |
| | | | | | | | | | |
The termination clauses in most of our contracts provide for the payment for the fair value of products delivered or services performed in the event of early termination. Our property appraisal outsourcing service contracts can range up to three years and, in one case, as long as six years in duration. In connection with these contracts, as well as certain software service contracts, we may perform the work prior to when the software and services are billable and/or payable pursuant to the contract. The termination clauses in most of our contracts provide for the payment for the fair value of products delivered and services performed in the event of an early termination. We have historically recorded retentions andsuch unbilled receivables (costs and estimated profit in excess of billings) in connection with (1) property appraisal services contracts accounted for using proportionate performance accounting in which the revenue is earned based upon activities performed in one accounting period but the billing normally occurs shortly thereafter and may span another accounting period; (2) software services contracts accounted for using the percentage-of-completion method of $11.7revenue recognition using labor hours as a measure of progress towards completion in which the services are performed in one accounting period but the billing for the software element of the arrangement may be based upon the specific phase of the implementation; (3) software revenue for which we have objective evidence that the customer-specified objective criteria has been met but the billing has not yet been submitted to the customer; and (4) in a limited number of cases, we may grant extended payment terms generally to existing customers with whom we have a long-term relationship and favorable collection history. In addition, certain of our property appraisal outsourcing contracts are required by law to have an amount withheld from a progress billing (generally a 10% retention) until final and satisfactory project completion is achieved, typically upon the completion of fieldwork or formal hearings.
In connection with this activity, we have recorded unbilled receivables of $11.2 million and
$7.6$10.1 million at December 31,
20042007 and
2003, respectively, in connection with such contracts. Retentions are included in accounts2006, respectively. We also have recorded retention receivable
of $3.9 million and
amounted to $1.7$3.8 million at December 31,
2004,2007 and 2006, respectively, and these retentions become payable upon the completion of
which $536,000 isthe contract or completion of our field work and formal hearings. Unbilled receivables and retention receivables expected to be collected in excess of one
year.One customer accounted for approximately 10% of our totalyear have been classified as accounts receivable, long-term portion in the accompanying consolidated revenues during 2002.
balance sheets.
INDEMNIFICATION
In November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee or indemnification. FIN 45 also requires additional disclosure by a guarantor in its interim and annual consolidated financial statements about its obligations under certain guarantees and indemnifications. The following summarizes the agreements we have determined are within the scope of FIN 45:
Most of our software license agreements indemnify our customers in the event that the software sold infringes upon the intellectual property rights of a third party. These agreements typically provide that in such event we will either modify or replace the software so that it becomes non-infringing or procure for the customer the right to use the software. We have recorded no liability associated with
this indemnification,these indemnifications, as we are not aware of any pending or threatened infringement actions that are possible losses. We believe the estimated fair value of these intellectual property indemnification clauses is minimal.
We have also agreed to indemnify our officers and board members if they are named or threatened to be named as a party to any proceeding by reason of the fact that they acted in such capacity. A form of the indemnification agreement
iswas filed as Exhibit 10.1 to our Form 10-K for the year ended December 31,
2002 and incorporated by reference herein.2002. We maintain directors’ and officers’ insurance coverage to protect against any such losses. We have recorded no liability associated with these
indemnifications as we areF-13
not awareindemnifications. Because of any pending or threatened actions or claims against any officer or board member. As a result of theour insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal.
F-13
RECLASSIFICATIONS
NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board issued statement SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. We are subject to the provisions of SFAS No. 157 beginning January 1, 2008. The adoption of SFAS No. 157 is not expected to have a material impact on our consolidated financial statements or related disclosures.
RECLASSIFICATIONS
Certain amounts for previous years have been reclassified to conform to the current year presentation.
(2) ACQUISITIONS
During December 2003,
In September 2007, we acquired one company, Edencompleted the acquisition of all the capital stock of EDP Enterprises, Inc. (“EDP”), which develops and sells financial and student information and management systems for public school districts in Texas. In February 2007, we completed the acquisition of all of the capital stock of Advanced Data Systems, Inc. (“Eden”ADS”), which develops and certain assets of anothersells fund accounting solutions, primarily in New England.
The combined purchase price, including transaction costs along with an office building used in ADS’s business that provides forms software to users of some of our software products. The results ofand excluding cash balances acquired, for these acquisitions have been included in our consolidated financial statements since their respective dates of acquisition. We acquired 95% of the outstanding common stock of Eden on December 2, 2003 and purchased the remaining 5% of the outstanding stock at various dates in 2004. Eden provides financial, personnel and citizen services applicationsas well as miscellaneous other software for local governments. asset purchases was $9.0 million.
We believe Eden’s products and expertisethese acquisitions will complement our business model by broadening our customer base and will give us additional opportunities to provide our customers with solutions tailored specifically for local governments. the public sector.
In
particular, the addition of Eden considerably increases our presence in the western part of the United States.Following is a summary of our 2003 acquisitions:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Shares of | | | Value of | | | | | | | | | | | | | | | Customer Related | |
| Company | | Cash | | | Common Stock | | | Common Stock | | | Goodwill | | | Software | | | Trade Name | | | Intangibles | |
| |
| Eden | | $ | 10,660 | | | | 237 | | | $ | 1,938 | | | $ | 5,426 | | | $ | 3,710 | | | $ | 1,180 | | | $ | 6,281 | |
| Other | | | 2,400 | | | | 60 | | | | 500 | | | | 1,985 | | | | 155 | | | | 300 | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
| Total | | $ | 13,060 | | | | 297 | | | $ | 2,438 | | | $ | 7,411 | | | $ | 3,865 | | | $ | 1,480 | | | $ | 6,281 | |
| | | | | | | | | | | | | | | | | | | | | | |
Cash paid for acquisitions excludesconnection with these transactions, we acquired cash balancestotal assets of approximately $2.1$5.3 million and includes payments in cashassumed total liabilities of $946,000 paid during the year ended December 31, 2004 in connection with the purchaseapproximately $5.2 million. We recorded goodwill of remaining minority interest and other settlement matters. The value of the Tyler common stock was determined based on the average market price of Tyler’s common shares over the ten-day period before the terms of the acquisition were agreed to and announced. Approximately $2.0$5.6 million, of goodwillwhich $2.4 million is expected to be deductible for tax purposes.purposes, and other intangible assets of $3.3 million. The $3.3 million of intangible assets is attributable to acquired software trade name and customer related intangibles have useful livesrelationships that will be amortized over a weighted average period of 3-5 years, 5-25 years and 25 years, respectively.
Pursuantapproximately 6 years. Our consolidated balance sheet as of December 31, 2007 reflects the allocation of the purchase price to the agreement with Eden, twoassets acquired and liabilities assumed based on their estimated fair values at the dates of the shareholders of Eden were granted the right to “put” their remaining shares to Tyler and Tyler was also granted the right to “call” the remaining shares. In January 2004, Tyler purchased 500 shares for $145,000 in cash. We purchased the remaining 2,000 shares for a cash purchase price of $580,000 in July 2004, which increased our ownership of the outstanding common stock of Eden from 96% to 100%.
acquisition. The following unaudited pro forma information presents the consolidatedoperating results of operations as if our acquisition of Eden occurred as of the beginning of 2002, after giving effect to certain adjustments, including amortization of intangibles, interest and income tax effects. Pro forma information does not includethese acquisitions that are not considered material to our results of operations. The pro forma information does not purport to represent whatincluded in our results of operations actually would have been had suchsince their respective dates of acquisition.
In January 2006, we completed the acquisitions of all of the capital stock of MazikUSA, Inc. (“Mazik”) and TACS, Inc. (“TACS”). The total value of these transactions, including transaction or event occurred oncosts, was approximately $14.6 million, which was comprised of $11.7 million in cash and 325,000 shares of Tyler common stock valued at $2.9 million. Mazik provides an integrated software solution for schools that combines the dates specified, or to projectfunctionalities of student performance monitoring, student tracking, financial accounting, human resources and reporting. TACS provides pension and retirement software solutions that assist public and private pension institutions in increasing operational efficiency and accuracy.
In September 2006, we also purchased certain maintenance and support agreements associated with one of our
results of operationsfinancial software products for
any future period.| | | | | | | | | |
| | | Years ended | |
| | | December 31, | |
| | | (Unaudited) | |
| | | 2003 | | | 2002 | |
| Revenues | | $ | 157,248 | | | $ | 143,228 | |
| Income from continuing operations | | | 26,295 | | | | 5,853 | |
| Net income | | | 26,719 | | | | 7,670 | |
| Net income per diluted share | | $ | 0.59 | | | $ | 0.15 | |
F-14
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for Eden, excluding the impact of minority interest. Following is the allocation of purchase price to assets acquired and liabilities assumed:
| | | | | |
| Current assets (including cash acquired of $2,139) | | $ | 4,799 | |
| Property and equipment | | | 198 | |
| Intangible assets subject to amortization (18 year weighted-average useful life): | | | | |
| Computer software (5 year useful life) | | | 3,710 | |
| Customer base (25 year useful life) | | | 6,281 | |
| Trade name (25 year useful life) | | | 1,180 | |
| Goodwill | | | 5,426 | |
| Other assets | | | 91 | |
| | | | |
| Total assets acquired | | | 21,685 | |
| | | | | |
| Deferred revenues | | | 1,793 | |
| Other current liabilities | | | 1,304 | |
| Non-current liabilities – deferred taxes | | | 3,870 | |
| | | | |
| Total liabilities assumed | | | 6,967 | |
| | | | |
| Net assets acquired | | $ | 14,718 | |
| | | | |
(3) DISCONTINUED OPERATIONS
Background of Disposed Businesses
Discontinued operations include our former information and property records services segment for which our board of directors approved a formal plan of disposal in December 2000, two non-operating subsidiaries related to a formerly owned subsidiary that we sold in December 1995 and an automotive parts subsidiary sold in March 1999.
The business units within the discontinued information and property records services segment were sold in 2000 and 2001. In May 2001, we sold all of the common stock of one of the businesses in the discontinued information and property records services segment. In connection with the sale, we received cash proceeds of $575,000, approximately 60,000 shares of Tyler common stock, a promissory note of $750,000 and other contingent consideration. In June 2002, we renegotiated the proceeds from the May 2001 sale transaction and received cash of approximately $846,000 (including interest of $46,000) and a renegotiated promissory note. In August 2003, we received $127,000 to fully settle this promissory note. In June 2002, we also sold the building of a business unit included in this segment. Net proceeds from the sale totaled $961,000.
One of our non-operating subsidiaries, Swan Transportation Company (“Swan”), had been involved in various claims raised by former employees of a foundry that was owned by an affiliate of Swan and Tyler prior to December 1995. These claims were for alleged work related injuries and physical conditions resulting from alleged exposure to silica, asbestos, and/or related industrial dusts. After a series of bankruptcy court filings involving Swan, on December 23, 2003, Tyler in accordance with the terms of the plan of reorganization, transferred the stock of Swan to the Swan Asbestos and Silica Trust (“Trust”), an unaffiliated entity that will oversee the processing and payment of all present and future claims related to the foundry. On December 23, 2003, we paid $1.48 million to the Trust in full and final release from all liability for claims associated with the once-owned foundry (the “Swan Matter”). As a result of the release, any claimant is barred from asserting any such claim, either now or in the future, against Tyler or its affected affiliates.
Composition of Gains on Disposals
During the years ended December 31, 2003 and 2002, we recorded gains on disposal of discontinued operations, after income taxes, of $424,000 and $1.8 million, respectively.
During the year ended December 31, 2003, the gain on disposal of discontinued operations of $424,000 primarily resulted because we fully settled the Swan Matter at an amount less than initially recorded and certain aspects of the settlement were conducted in a beneficial tax manner. Accordingly, we recognized for the first time certain tax benefits associated with payments on behalf of the Swan Matter.
During the year ended December 31, 2002, the Internal Revenue Service issued temporary regulations that in effect allowed us to deduct for tax purposes losses attributable to the March 1999 sale of our automotive parts subsidiary that were previously not allowed. The tax benefit of allowing the deduction of this loss amounted to approximately $970,000. In addition, we renegotiated a note receivable and certain contingent consideration in connection with a subsidiary sold in 2001 and received proceeds of $846,000 (including interest of $46,000) in 2002. We initially assigned no value for accounting purposes to the note receivable and contingent
F-15
consideration when the loss on the disposal of the discontinued operation was first established in 2000 and when the note was first received in 2001. In addition, we entered into an agreement in the fourth quarter of 2002 to settle the Swan Matter for an amount that was approximately $200,000 less than the liability initially established for this matter. The aggregate effects of these events, net of the related tax effects, and other minor adjustments to the reserve for discontinued operations resulted in a credit to discontinued operations of $1.8 million in 2002.
(4) RELATED PARTY TRANSACTIONS
We have two office building lease agreements with a shareholder and non-corporate officers. Total rental expense related to such leases was $1.4 million during 2004, $1.5 million in 2003, and $1.1 million during 2002.
Total future minimum rental under noncancelable related party operating leases as of December 31, 2004, are as follows:
| | | | | |
| 2005 | | $ | 1,497 | |
| 2006 | | | 1,520 | |
| 2007 | | | 1,554 | |
| 2008 | | | 1,590 | |
| 2009 | | | 1,627 | |
| Thereafter | | | 542 | |
As disclosed in Note 11 – Shareholders’ Equity, we purchased 1.5 million shares of our common stock from a former director for cash of $4.0 million in 2002.
(5) PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following at December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Useful | | | | | | | Useful | | | | | |
| | | Lives | | | | | | | Lives | | | | | |
| | | (years) | | 2004 | | 2003 | | | (years) | | 2007 | | 2006 | |
| Land | | — | | $ | 115 | | $ | 115 | | | — | | $ | 179 | | $ | 115 | |
| Transportation equipment | | 5 | | 398 | | 422 | | |
| Computer equipment and purchased software | | 3-5 | | 11,259 | | 10,216 | | | 3-5 | | 18,502 | | 15,240 | |
| Furniture and fixtures | | 3-10 | | 4,038 | | 3,794 | | | 5 | | 4,625 | | 4,452 | |
| Building and leasehold improvements | | 5-25 | | 2,332 | | 2,026 | | | 5-35 | | 4,099 | | 2,426 | |
| Transportation equipment | | | 5 | | 279 | | 359 | |
| | | | | | | | | | | |
| | | 18,142 | | 16,573 | | | 27,684 | | 22,592 | |
| Accumulated depreciation and amortization | | | (11,518 | ) | | | (9,646 | ) | | | (17,858 | ) | | | (15,202 | ) |
| | | | | | | | | | | |
| Property and equipment, net | | $ | 6,624 | | $ | 6,927 | | | $ | 9,826 | | $ | 7,390 | |
| | | | | | | | | | | |
Depreciation expense was
$2.8 million during 2007, $2.4 million during 2006, and $2.5 million during
2004, $2.4 million during 2003, and $2.4 million during 2002.(6) INVESTMENT SECURITY AVAILABLE-FOR-SALE
On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our 5.6 million shares of H.T.E., Inc. (“HTE”) common stock to SunGard Data Systems Inc. for $7.00 cash per share, pursuant to a Tender and Voting Agreement dated February 4, 2003. Our original cost basis in the HTE shares was $15.8 million. After transaction and other costs, we recorded a realized gross gain of $23.2 million ($16.2 million after income taxes of $7.0 million, including the utilization for tax purposes and reduction in valuation allowance for accounting purposes related to a capital loss carryforward amounting to $1.1 million on a tax effected basis).
Our 5.6 million shares of HTE represented an ownership interest of approximately 35%. Under GAAP, a 20% or more investment in the voting stock of another company creates the presumption that the investor has significant influence over the operating and financial policies of that company, unless there is evidence to the contrary. Tyler’s management previously concluded that no such influence existed. Thus, we accounted for our investment in HTE pursuant to the provisions of SFAS No. 115 and our investment in HTE was previously classified as an available-for-sale security. As of December 31, 2002, we had an unrealized holding gain of $11.4 million ($7.4 million after income tax of $4.0 million), which was included as a component of other comprehensive income.
F-16
2005.
We originally acquired the 5.6 million shares of HTE common stock in 1999 in exchange for approximately 2.8 million shares of our common stock. On October 29, 2001, HTE, pursuant to the Florida “control share” statute, attempted to redeem all 5.6 million shares of HTE common stock owned by us for a cash price of $1.30 per share. A series of legal actions were then filed by both parties concerning the legality of the redemption. On September 24, 2002, we entered into a settlement agreement with HTE in which HTE agreed that it would not attempt any other redemption of our shares. In addition, HTE agreed to dismiss and release us from the tort claims it alleged against us. During 2002, we incurred approximately $704,000 of legal and other related costs associated with these matters, which are classified as other non-operating expenses in the accompanying statements of operations.
(7)(4) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill, other intangible
Intangible assets and related accumulated amortization consists of the following at December 31:
| | | | | | | | | | | | | | | | | |
| | | 2004 | | 2003 | | | 2007 | | 2006 | |
| Gross carrying amount of acquisition intangibles: | | |
| Goodwill | | $ | 53,709 | | $ | 53,932 | | | $ | 71,677 | | $ | 66,127 | |
| Customer related intangibles | | 24,278 | | 24,278 | | | 26,858 | | 25,291 | |
| Software acquired | | 16,023 | | 16,023 | | | 20,093 | | 19,113 | |
| Trade name and other acquisition intangibles | | 1,643 | | 1,643 | | |
| Trade name | | | 1,681 | | 1,681 | |
| | | | | | | | | | | |
| | | 95,653 | | 95,876 | | | 120,309 | | 112,212 | |
| Accumulated amortization | | | (18,711 | ) | | | (15,997 | ) | | | (26,450 | ) | | | (23,449 | ) |
| | | | | | | | | | | |
| Acquisition intangibles, net | | $ | 76,942 | | $ | 79,879 | | | $ | 93,859 | | $ | 88,763 | |
| | | | | | | | | | | |
| | |
| Post acquisition software development costs | | $ | 35,783 | | $ | 31,208 | | | $ | 36,701 | | $ | 36,715 | |
| Accumulated amortization | | | (15,407 | ) | | | (9,275 | ) | | | (30,515 | ) | | | (26,107 | ) |
| | | | | | | | | | | |
| Post acquisition software costs, net | | $ | 20,376 | | $ | 21,933 | | | $ | 6,186 | | $ | 10,608 | |
| | | | | | | | | | | |
Total amortization expense for acquisition related intangibles and post acquisition software development costs was $8.8$8.4 million during 2004, $7.02007, $7.7 million during 2003,2006, and $6.1$8.0 million during 2002.2005.
F-15
The allocation of acquisition intangible assets is summarized in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2004 | | December 31, 2003 | | | December 31, 2007 | | December 31, 2006 |
| | | Gross Carrying | | Weighted Average | | Accumulated | | Gross Carrying | | Weighted Average | | Accumulated | | | Weighted | | Weighted | | |
| | | Amount | | Amortization Period | | Amortization | | Amount | | Amortization Period | | Amortization | | | Gross | | Average | | Gross | | Average | | |
| Intangibles no longer amortized: | | |
| | | | Carrying | | Amortization | | Accumulated | | Carrying | | Amortization | | Accumulated |
| | | | Amount | | Period | | Amortization | | Amount | | Period | | Amortization |
| Non-amortizable intangibles: | | |
| Goodwill | | $ | 53,709 | | — | | $ | — | | $ | 53,932 | | — | | $ | — | | | $ | 71,677 | | — | | $ | — | | $ | 66,127 | | — | | $ | — | |
| Amortizable intangibles: | | |
| Customer related intangibles | | 24,278 | | 22 years | | 5,423 | | 24,278 | | 22 years | | 4,264 | | | 26,858 | | 21 years | | 9,152 | | 25,291 | | 21 years | | 7,789 | |
| Software acquired | | 16,023 | | 5 years | | 13,014 | | 16,023 | | 5 years | | 11,566 | | | 20,093 | | 5 years | | 16,691 | | 19,113 | | 5 years | | 15,167 | |
| Trade name and other acquisition intangibles | | 1,643 | | 21 years | | 274 | | 1,643 | | 21 years | | 167 | | |
| Trade name | | | 1,681 | | 21 years | | 607 | | 1,681 | | 21 years | | 493 | |
The changes in the carrying amount of goodwill for the two years ended December 31, 20042007 are as follows:
| | | | | |
| Balance as of December 31, 2002 | | $ | 46,298 | |
| Goodwill acquired during the year | | | 7,634 | |
| | | | |
| Balance as of December 31, 2003 | | | 53,932 | |
| Goodwill acquired during the year related to the purchase of minority interest in Eden Systems | | | 687 | |
| Adjustments to finalize purchase price allocations for 2003 acquisitions | | | (910 | ) |
| | | | |
| Balance as of December 31, 2004 | | $ | 53,709 | |
| | | | |
| | | | | |
| Balance as of December 31, 2005 | | $ | 53,709 | |
| | | | | |
| Goodwill acquired during the year related to the purchase of Mazik | | | 10,198 | |
| Goodwill acquired during the year related to the purchase of TACS | | | 2,220 | |
| | | | | |
| Balance as of December 31, 2006 | | | 66,127 | |
| | | | | |
| Goodwill acquired during the year related to the purchase of ADS | | | 2,240 | |
| Goodwill acquired during the year related to the purchase of EDP | | | 3,187 | |
| Other | | | 123 | |
| | | | |
| Balance as of December 31, 2007 | | $ | 71,677 | |
| | | | | |
Estimated annual amortization expense relating to acquisition intangibles, including acquired software for which the amortization expense is recorded as cost of revenues, is as follows:
| | | | | |
| Year ending December 31, | |
| 2005 | | $ | 2,060 | |
| 2006 | | | 2,060 | |
| 2007 | | | 2,008 | |
| 2008 | | | 1,921 | |
| 2009 | | | 1,155 | |
| | | | | | | |
| Years ending December 31, | | | | | | |
| 2008 | | $ | 3,056 | | | |
| 2009 | | | 2,289 | | | |
| 2010 | | | 2,289 | | | |
| 2011 | | | 1,707 | | | |
| 2012 | | | 1,425 | | | |
F-17F-16
(8)
Accrued liabilities consist of the following at December 31:
| | | | | | | | | | | | | | | | | |
| | | 2004 | | 2003 | | | 2007 | | 2006 | |
| Accrued wages, bonuses and commissions | | $ | 8,926 | | $ | 10,184 | | | $ | 10,029 | | $ | 10,392 | |
| Other accrued liabilities | | 2,869 | | 2,779 | | | 3,744 | | 4,416 | |
| Accrued treasury stock purchases | | | 2,126 | | — | |
| Accrued health claims | | 1,110 | | 984 | | | 1,806 | | 1,302 | |
| Accrued third party contract costs | | 755 | | 594 | | | 1,200 | | 1,625 | |
| | | | | | | | | | | |
| | | $ | 13,660 | | $ | 14,541 | | | $ | 18,905 | | $ | 17,735 | |
| | | | | | | | | | | |
(9) LONG-TERM OBLIGATIONS
In 2002, we entered into a revolving bank credit agreement which originally matured on January 1, 2005 but was extended to February 14, 2005 (“2002 Credit Facility”). The 2002 Credit Facility provided for total availability of up to $10.0 million. Borrowings bore interest at either prime rate or at the London Interbank Offered Rate (LIBOR) plus a margin of 3% and were limited to 80% of eligible accounts receivable. The 2002 Credit Facility was secured by substantially all of our personal property, by a pledge of the common stock of our operating subsidiaries, and was also guaranteed by our operating subsidiaries. The 2002 Credit Facility required us to maintain certain financial ratios and other financial conditions and prohibited us from making certain investments, advances, cash dividends or loans. As of December 31, 2004, we were in compliance with those covenants.
At December 31, 2004, our bank had issued outstanding letters of credit totaling $4.8 million under our 2002 Credit Facility to secure surety bonds required by some of our customer contracts. These letters of credit have been collateralized by restricted cash balances invested in a certificate of deposit. Our borrowing base under the 2002 Credit Facility was limited by the amount of eligible receivables. At December 31, 2004, we had no outstanding bank borrowings under the credit agreement and had an available borrowing base of $8.0 million.
We paid interest of $105,000 in 2004, $238,000 in 2003, and $377,000 in 2002, which includes non-usage and other fees associated with the credit agreement.
On February 11, 2005, we entered into a new revolving bank credit agreement (the “2005 Credit Facility”). The 2005 Credit Facility matures February 11, 2008 and provides for total borrowings of up to $30.0 million. Borrowings bear interest at either prime rate or at LIBOR plus a margin of 1.5%. The 2005 Credit Facility is secured by substantially all of our personal property. The 2005 Credit Facility requires us to maintain certain financial ratios and other financial conditions and prohibits us from making certain investments, advances, cash dividends or loans. The new credit agreement also includes a $10.0 million Letter of Credit facility under which the banks will issue cash collateralized letters of credit.
F-18
The income tax provision (benefit) on income from continuing operations consistedconsists of the following:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, | | | Years ended December 31, | |
| | | 2004 | | 2003 | | 2002 | | | 2007 | | 2006 | | 2005 | |
| Current: | | |
| Federal | | $ | 5,978 | | $ | 7,710 | | $ | — | | | $ | 10,593 | | $ | 9,701 | | $ | 6,340 | |
| State | | 1,631 | | 768 | | 485 | | | 2,084 | | 1,312 | | 1,292 | |
| | | | | | | | | | | | | | | |
| | | 7,609 | | 8,478 | | 485 | | | 12,677 | | 11,013 | | 7,632 | |
| Deferred | | | (300 | ) | | 4,628 | | 3,384 | | | | (1,598 | ) | | | (2,520 | ) | | | (2,200 | ) |
| | | | | | | | | | | | | | | |
| | | $ | 7,309 | | $ | 13,106 | | $ | 3,869 | | | $ | 11,079 | | $ | 8,493 | | $ | 5,432 | |
| | | | | | | | | | | | | | | |
Reconciliation of the U.S. statutory income tax rate to our effective income tax expense rate for continuing operations follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, | | | Years ended December 31, | |
| | | 2004 | | 2003 | | 2002 | | | 2007 | | 2006 | | 2005 | |
| Income tax expense at statutory rate | | $ | 6,103 | | $ | 13,679 | | $ | 3,514 | | | $ | 10,003 | | $ | 7,999 | | $ | 4,769 | |
| State income tax, net of federal income tax benefit | | 1,060 | | 499 | | 315 | | | 1,321 | | 430 | | 778 | |
| Non-deductible business expenses | | 195 | | 129 | | 40 | | | 608 | | 518 | | 182 | |
| Utilization of capital loss carryforward | | — | | | (1,114 | ) | | — | | |
| Qualified manufacturing activities | | | | (490 | ) | | | (263 | ) | | | (149 | ) |
| Other, net | | | (49 | ) | | | (87 | ) | | — | | | | (363 | ) | | | (191 | ) | | | (148 | ) |
| | | | | | | | | | | | | | | |
| | | $ | 7,309 | | $ | 13,106 | | $ | 3,869 | | | $ | 11,079 | | $ | 8,493 | | $ | 5,432 | |
| | | | | | | | | | | | | | | |
Slightly more than half of our stock option awards granted qualify as incentive stock options (“ISO”) for income tax purposes. As such, a tax benefit is not recorded at the time the compensation cost related to the options is recorded for book purposes due to the fact that an ISO does not ordinarily result in a tax benefit unless there is a disqualifying disposition. Stock option grants of non-qualified options result in the creation of a deferred tax asset, which is a temporary difference, until the time that the option is exercised. Due to the treatment of incentive stock options for tax purposes, our effective tax rate from year to year is subject to variability.
F-17
The tax effects of the major items recorded as deferred tax assets and liabilities as of December 31 are:
| | | | | | | | | | | | | | | | | |
| | | 2004 | | 2003 | | | 2007 | | 2006 | |
| Deferred income tax assets: | | |
| Operating expenses not currently deductible | | $ | 1,093 | | $ | 882 | | | $ | 1,502 | | $ | 1,801 | |
| Employee benefit plans | | 763 | | 755 | | | 1,687 | | 1,224 | |
| Other – investment securities | | — | | 17 | | |
| Property and equipment | | | 114 | | 49 | |
| | | | | | | | | | | |
| Net deferred income tax assets | | 1,856 | | 1,654 | | |
| Total deferred income tax assets | | | 3,303 | | 3,074 | |
| | | |
| Deferred income tax liabilities: | | |
| Property and equipment | | | (356 | ) | | | (111 | ) | |
| Intangible assets | | | (12,617 | ) | | | (13,093 | ) | | | (8,504 | ) | | | (9,535 | ) |
| Other | | | (245 | ) | | | (96 | ) | | | (167 | ) | | | (176 | ) |
| | | | | | | | | | | |
| Total deferred income tax liabilities | | | (13,218 | ) | | | (13,300 | ) | | | (8,671 | ) | | | (9,711 | ) |
| | | | | | | | | | | |
| Net deferred income tax liabilities | | $ | (11,362 | ) | | $ | (11,646 | ) | | $ | (5,368 | ) | | $ | (6,637 | ) |
| | | | | | | | | | | |
In 2003, we utilized our capital loss carryforward of $1.1 million on a tax-effected basis in connection with a realized gain from the sale of our investment in HTE. See Note 6 – Investment Security Available-For-Sale.
Although realization is not assured, we believe it is more likely than not that all the deferred tax assets at December 31,
20042007 and
20032006 will be realized. Accordingly, we believe no valuation allowance is required for the deferred tax assets. However, the amount of the deferred tax asset considered realizable could be adjusted in the future if estimates of reversing taxable temporary differences are revised.
We adopted the provisions of Financial Standards Accounting Board Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes,” on January 1, 2007. As a result of the implementation of FIN 48, we recognized no material adjustments in the liability for unrecognized income tax benefits. At the adoption date we did not have any unrecognized tax benefits and did not have any interest or penalties accrued.
We are subject to U.S. federal tax as well as income tax of multiple state and local jurisdictions. We are no longer subject to United States federal income tax examinations for years before 2004 and are no longer subject to state and local income tax examinations by tax authorities for the years before 2002. The Internal Revenue Service concluded an examination of our U. S. Federal tax return for 2005 in the second quarter of 2007, which did not result in any material adjustments.
We paid income taxes, net of refunds received, of
$6.5$8.7 million in
2004, $6.52007, $10.4 million in
2003,2006, and
$455,000$8.1 million in
2002.F-19
2005.
(11)(7) SHAREHOLDERS’ EQUITY
In 2004, we repurchased
The following table details activity in the open market 1.5 million shares of our common stock for an aggregate purchase price of $12.5 million. stock:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2007 | | 2006 | | 2005 |
| | | Shares | | Amount | | Shares | | Amount | | Shares | | Amount |
| Purchases of common stock | | | (1,250 | ) | | $ | (16,163 | ) | | | (1,033 | ) | | $ | (10,531 | ) | | | (2,457 | ) | | $ | (17,683 | ) |
| Stock option exercises | | | 878 | | | | 3,589 | | | | 623 | | | | 2,916 | | | | 436 | | | | 1,800 | |
| Employee stock plan purchases | | | 100 | | | | 1,117 | | | | 102 | | | | 940 | | | | 171 | | | | 1,156 | |
| Shares issued for acquisitions | | | — | | | | — | | | | 325 | | | | 2,891 | | | | — | | | | — | |
Subsequent to December 31, 20042007 and through February 28, 2005,22, 2008, we have repurchased 915,000814,000 shares for an aggregate purchase price of $6.3$10.5 million. As of March 1, 2005February 22, 2008 we havehad authorization from our board of directors to repurchase up to 1.6 million967,000 additional shares of our common stock.
In April 2003, we commenced a modified Dutch Auction tender offer to purchase up to 4.2 million shares of our common stock at a price not greater than $4.00 and not less than $3.60 per share. In accordance with the Securities and Exchange Commission rules, we had the right to purchase an additional amount of shares not to exceed 2% of our outstanding shares (approximately 907,000 shares) without amending or extending our offer. Approximately 6.0 million shares of common stock were properly tendered and not withdrawn at prices at or below $4.00 per share. We exercised our right to purchase an additional 2% of our outstanding shares without amending or extending our offer. As a result, in May 2003, we purchased 5.1 million shares of our common stock at a cash purchase price of $4.00 per share and transaction costs of approximately $150,000, for a total cost of $20.6 million. The final shares purchased reflect a pro-ration factor equal to 85% of the shares tendered. In addition during 2003 we also repurchased 912,800 shares of common stock on the open market for an aggregate purchase price of $3.5 million.
In August 2002, we consummated an agreement to purchase 1.1 million of our common shares from William D. Oates, a former director of Tyler, for a cash purchase price of $4.0 million. In October 2002, we repurchased an additional 400,000 of our shares as part of the initial agreement by assigning our rights and obligations under a Data License and Update Agreement associated with our discontinued information property records service business to eiStream. eiStream is an affiliate of William D. Oates. The repurchase of all 1.5 million shares was charged to treasury stock to the extent cash was paid.
In 2004, we issued 680,000 shares of common stock and received $1.9 million in aggregate proceeds, upon exercise of stock options. During 2003 we issued 554,000 shares of common stock and received $1.7 million in aggregate proceeds, upon exercise of stock options and during 2002 we issued 491,000 shares of common stock and received $1.6 million in aggregate proceeds upon exercise of stock options.
In May 2004, our shareholders voted to adopt the Tyler Technologies, Inc. Employee Stock Purchase Plan (“ESPP”). For the year ended December 31, 2004, employees had contributed $673,000 to the ESPP and as a result we issued approximately 44,000 shares of common stock in October 2004 and 48,000 shares of common stock in January 2005 to the ESPP.
In November 2003, we exchanged a warrant issued in July 1997 to purchase 2.0 million shares of our common stock at $2.50 per share into six separate warrants to purchase a total of 2.0 million shares of our common stock at $2.50 per share. Subsequent to the exchange in 2003, several parties exercised their warrants to purchase 375,000 shares of our common stock by way of cashless exercise and were issued, on a net basis, 247,620 shares of our common stock from our treasury. In March 2004, another warrant holder exercised his warrant to purchase 21,234 shares of our common stock by way of cashless exercise and was issued on a net basis, 15,780 shares of our common stock from our treasury. As of December 31, 2004, we have warrants outstanding to purchase 1.6 million shares of common stock at $2.50 per share. These warrants expire in September 2007.
In August 2003, Sanders Morris Harris Inc. (“SMH”) exercised its warrant issued in May 2000 to purchase 333,380 shares of our common stock. The exercise price per share was $3.60 payable either in cash or by the surrender of shares subject to the warrant with a value equal to the aggregate exercise price as determined by the market price of our stock on the date of exercise. On August 27, 2003, SMH exercised the full amount of the warrant by way of cashless exercise and was issued, on a net basis, 145,413 shares of our common stock from our treasury.
F-20F-18
(12) STOCK PLANS
(8) SHARE-BASED COMPENSATION
Share-based compensation plan
We have a stock option plan that provides for the grant of stock options to key employees, directors and directors. Options become fully exercisablenon-employee consultants. Stock options vest after three to five years of continuous employmentservice from the date of grant and expirehave a contractual term of ten years after the grant date.years. Once options become exercisable, the employee can purchase shares of our common stock at the market price on the date we granted the option. Effective January 1, 2006, we adopted the provisions of SFAS No. 123R, “Share-Based Payment,” which establishes accounting for share-based awards exchanged for employee services, using the modified prospective application transition method. Under this transition method, compensation cost recognized in 2007 and 2006 includes the applicable amounts of: (a) compensation cost of all share-based payments granted prior to, but not yet vested as of, January 1, 2006 (based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and previously presented in the pro forma footnote disclosures), and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006 (based on the grant-date fair value estimated in accordance with the new provisions of SFAS No. 123R). Results for prior periods have not been restated. For prior periods we applied APB No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations, and provided the required pro forma disclosures under SFAS No. 123.
If compensation expense for our stock-based awards to employees had been recognized using the fair value method of SFAS No. 123R rather than the intrinsic value method under APB No. 25, net income and earnings per share would have been reduced to the pro forma amounts below for the year ended December 31, 2005:
| | | | | |
| Net income as reported | | $ | 8,193 | |
| Add stock based employee compensation cost included in net income, net of related tax benefit | | | — | |
| Deduct total stock based employee compensation expense determined under fair value based method for all awards, net of related tax benefit | | | (831 | ) |
| | | | |
| Pro forma net income | | $ | 7,362 | |
| | | | |
| | | | | |
| Basic earnings per share: | | | | |
| As reported | | $ | 0.21 | |
| | | | |
| Pro forma | | $ | 0.19 | |
| | | | |
| | | | | |
| Diluted earnings per share: | | | | |
| As reported | | $ | 0.19 | |
| | | | |
| Pro forma | | $ | 0.17 | |
| | | | |
As of December 31, 2004,2007, there were 1.2 million211,000 shares available for future grants under the plan from the 7.58.5 million shares previously approved by the stockholders.
Determining Fair Value Under SFAS No. 123R
Valuation and Amortization Method. We estimate the fair value of share-based awards granted using the Black-Scholes option valuation model. We amortize the fair value of all awards on a straight-line basis over the requisite service periods, which are generally the vesting periods.
Expected Life. The expected life of awards granted represents the period of time that they are expected to be outstanding. We determine the expected life using the “simplified method” in accordance with Staff Accounting Bulletin No. 107.
Expected Volatility. Using the Black-Scholes option valuation model, we estimate the volatility of our common stock at the date of grant based on the historical volatility of our common stock.
Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.
F-19
Expected Dividend Yield. We have not paid any cash dividends on our common stock in the last ten years and we do not anticipate paying any cash dividends in the foreseeable future. Consequently, we use an expected dividend yield of zero in the Black-Scholes option valuation model.
Expected Forfeitures. We use historical data to estimate pre-vesting option forfeitures. We record stock-based compensation only for those awards that are expected to vest.
The following weighted average assumptions were used for options granted:
| | | | | | | | | | | | | |
| | | Years ended December 31, |
| | | 2007 | | 2006 | | 2005 |
| Expected life (in years) | | | 6.5 | | | | 6 | | | | 5 | |
| Expected volatility | | | 42.6 | % | | | 45.0 | % | | | 48.4 | % |
| Risk-free interest rate | | | 4.5 | % | | | 4.9 | % | | | 4.1 | % |
| Expected forfeiture rate | | | 3 | % | | | 3 | % | | | 0 | % |
Share-Based Compensation Under SFAS No. 123R
The following table summarizes our stockshare-based compensation expense related to share-based awards under SFAS No. 123R which is recorded in the statement of operations:
| | | | | | | | | |
| | | Years ended December 31, | |
| | | 2007 | | | 2006 | |
| Cost of software services and maintenance | | $ | 227 | | | $ | 147 | |
| Selling, general and administrative expense | | | 2,138 | | | | 1,813 | |
| | | | | | | |
| Total share-based compensation expense | | | 2,365 | | | | 1,960 | |
| Tax benefit | | | (451 | ) | | | (336 | ) |
| | | | | | | |
| Net decrease in net income | | $ | 1,914 | | | $ | 1,624 | |
| | | | | | | |
Share-based compensation expense recorded in the statement of operations for 2005 was zero.
At December 31, 2007 we had unvested options to purchase 1.7 million shares with a weighted average grant date fair value of $5.28. As of December 31, 2007, we had $7.4 million of total unrecognized compensation cost related to unvested options, net of expected forfeitures, which is expected to be amortized over a weighted average amortization period of 2.4 years.
F-20
Stock Option Activity
Options granted, exercised, forfeited and expired are summarized as follows:
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Weighted Average | | |
| | | | | | | Weighted | | Remaining | | Aggregate |
| | | Number of | | Average | | Contractual Life | | Intrinsic |
| | | Shares | | Exercise Price | | (Years) | | Value |
| Options outstanding at December 31, 2004 | | | 3,964 | | | $ | 4.21 | | | | | | | | | |
| Granted | | | 1,135 | | | | 7.49 | | | | | | | | | |
| Exercised | | | (436 | ) | | | 4.12 | | | | | | | | | |
| Forfeited | | | (55 | ) | | | 7.49 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Options outstanding at December 31, 2005 | | | 4,608 | | | | 4.99 | | | | | | | | | |
| Granted | | | 237 | | | | 10.76 | | | | | | | | | |
| Exercised | | | (623 | ) | | | 4.68 | | | | | | | | | |
| Forfeited | | | (127 | ) | | | 6.42 | | | | | | | | | |
| Expired | | | (8 | ) | | | 5.21 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Options outstanding at December 31, 2006 | | | 4,087 | | | | 5.32 | | | | | | | | | |
| Granted | | | 773 | | | | 13.42 | | | | | | | | | |
| Exercised | | | (878 | ) | | | 4.09 | | | | | | | | | |
| Forfeited | | | (10 | ) | | | 8.29 | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Options outstanding at December 31, 2007 | | | 3,972 | | | | 7.16 | | | | 6 | | | $ | 23,350 | |
| Options exercisable at December 31, 2007 | | | 2,281 | | | $ | 4.83 | | | | 5 | | | $ | 18,387 | |
Other information pertaining to option plan’s transactions foractivity was as follows during the three-year periodtwelve months ended December 31, 2004:31:
| | | | | | | | | |
| | | Number of | | | Weighted-Average | |
| | | Shares | | | Exercise Prices | |
| Options outstanding at December 31, 2001 | | | 4,638 | | | $ | 3.54 | |
| | | | | | | | | |
| Granted | | | 280 | | | | 4.86 | |
| Forfeited | | | (322 | ) | | | 5.65 | |
| Exercised | | | (491 | ) | | | 3.29 | |
| | | | | | | | |
| Options outstanding at December 31, 2002 | | | 4,105 | | | | 3.49 | |
| | | | | | | | | |
| Granted | | | 1,184 | | | | 4.92 | |
| Forfeited | | | (105 | ) | | | 2.49 | |
| Exercised | | | (554 | ) | | | 3.01 | |
| | | | | | | | |
| Options outstanding at December 31, 2003 | | | 4,630 | | | | 3.94 | |
| | | | | | | | | |
| Granted | | | 62 | | | | 9.18 | |
| Forfeited | | | (48 | ) | | | 3.18 | |
| Exercised | | | (680 | ) | | | 2.85 | |
| | | | | | | | |
| Options outstanding at December 31, 2004 | | | 3,964 | | | $ | 4.21 | |
| | | | | | | | | |
| Exercisable options: | | | | | | | | |
| December 31, 2002 | | | 1,910 | | | $ | 4.26 | |
| December 31, 2003 | | | 2,408 | | | | 4.02 | |
| December 31, 2004 | | | 2,925 | | | | 3.92 | |
| | | | | | | | | | | | | |
| | | 2007 | | 2006 | | 2005 |
| Weighted average grant-date fair value of stock options granted | | $ | 6.69 | | | $ | 6.13 | | | $ | 3.47 | |
| Total fair value of stock options vested | | | 1,710 | | | | 1,757 | | | | 1,519 | |
| Total intrinsic value of stock options exercised | | | 8,793 | | | | 4,227 | | | | 1,753 | |
The following table summarizes information concerning outstanding and exercisable options at December 31, 2004:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Weighted Average | | | | | | | Weighted Average | |
| | | Weighted Average | | | Number of | | | Price of | | | Number of | | | Price of | |
| | Remaining | | | Outstanding | | | Outstanding | | | Exercisable | | | Exercisable | |
| Range of Exercise Prices | | Contractual Life | | | Options | | | Options | | | Options | | | Options | |
| $1.09 - $2.19 | | | 6.3 | | | | 1,142 | | | $ | 1.64 | | | | 1,107 | | | $ | 1.63 | |
| 2.19 - 3.28 | | | 5.9 | | | | 25 | | | | 2.63 | | | | 25 | | | | 2.63 | |
| 3.28 - 4.38 | | | 5.6 | | | | 468 | | | | 3.94 | | | | 388 | | | | 3.96 | |
| 4.38 - 5.47 | | | 6.9 | | | | 1,685 | | | | 4.86 | | | | 894 | | | | 5.06 | |
| 5.47 - 6.56 | | | 3.9 | | | | 349 | | | | 6.25 | | | | 349 | | | | 6.25 | |
| 6.56 - 7.66 | | | 3.2 | | | | 93 | | | | 7.63 | | | | 93 | | | | 7.63 | |
| 7.66 - 8.75 | | | 8.1 | | | | 26 | | | | 7.90 | | | | 8 | | | | 7.73 | |
| 8.75 - 9.84 | | | 9.1 | | | | 146 | | | | 9.11 | | | | 31 | | | | 8.97 | |
| 9.84 - 10.94 | | | 3.3 | | | | 30 | | | | 10.19 | | | | 30 | | | | 10.19 | |
In May 2004,
Under our shareholders voted to adopt the Tyler Technologies, Inc. Employee Stock Purchase Plan (“ESPP”) and to reserve 1.0 million shares of our common stock for issuance under the ESPP. Under the ESPP, participants may contribute up to 15% of their annual compensation to purchase common shares of Tyler. The purchase price of the shares is equal to 85% of the closing price of Tyler shares on either the first or last day of each quarterly offering period, whichever is lower.period. As of December 31, 2004, employees had contributed $673,000 to2007, there were 554,000 shares available for future grants under the ESPP. During October 2004 and January 2005, we issued approximately 44,000 and 48,000ESPP from the 1.0 million shares of common stock, respectively to the ESPP.originally reserved for issuance.
F-21
(13)
Basic earnings and diluted earnings per share data was computed as follows:
| | | | | | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Numerator: | | | | | | | | | | | | |
| Income from continuing operations for basic and diluted earnings per share | | $ | 10,128 | | | $ | 25,978 | | | $ | 6,172 | |
| Denominator: | | | | | | | | | | | | |
| Denominator for basic earnings per share – | | | | | | | | | | | | |
| Weighted-average shares | | | 41,288 | | | | 42,547 | | | | 47,136 | |
| Effect of dilutive securities: | | | | | | | | | | | | |
| Employee stock options | | | 2,114 | | | | 1,496 | | | | 1,386 | |
| Warrants | | | 1,164 | | | | 992 | | | | 971 | |
| | | | | | | | | | |
| Potentially dilutive shares | | | 3,278 | | | | 2,488 | | | | 2,357 | |
| | | | | | | | | | |
| Denominator for diluted earnings per share – Adjusted weighted-average shares | | | 44,566 | | | | 45,035 | | | | 49,493 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Basic earnings per share from continuing operations | | $ | 0.25 | | | $ | 0.61 | | | $ | 0.13 | |
| | | | | | | | | | |
| Diluted earnings per share from continuing operations | | $ | 0.23 | | | $ | 0.58 | | | $ | 0.12 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Numerator for basic and diluted earnings per share | | | | | | | | | | | | |
| Net income | | $ | 17,501 | | | $ | 14,362 | | | $ | 8,193 | |
| Denominator: | | | | | | | | | | | | |
| Weighted-average basic common shares outstanding | | | 38,735 | | | | 38,817 | | | | 39,439 | |
| Assumed conversion of dilutive securities: | | | | | | | | | | | | |
| Stock options | | | 1,715 | | | | 1,799 | | | | 1,561 | |
| Warrants | | | 902 | | | | 1,252 | | | | 1,075 | |
| | | | | | | | | | |
| Potentially dilutive common shares | | | 2,617 | | | | 3,051 | | | | 2,636 | |
| | | | | | | | | | |
| Denominator for diluted earnings per share – Adjusted weighted-average shares | | | 41,352 | | | | 41,868 | | | | 42,075 | |
| | | | | | | | | | |
| Earnings per common share: | | | | | | | | | | | | |
| Basic | | $ | 0.45 | | | $ | 0.37 | | | $ | 0.21 | |
| | | | | | | | | | |
| Diluted | | $ | 0.42 | | | $ | 0.34 | | | $ | 0.19 | |
| | | | | | | | | | |
Stock options representing the right to purchase common stock of
110,000128,000 shares in
2004, 1.1 million2007, 13,000 shares
during 2003,in 2006, and
1.3 million229,000 shares
during 2002in 2005, had exercise prices greater than the average quoted market price of our common stock. These options were outstanding during
2004, 20032007, 2006 and
2002,2005, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect.
(14)
Effective September 10, 2007, warrants to purchase 1.6 million shares of common stock at $2.50 per share expired and the effect of these warrants is not included in the potentially dilutive common shares after that date. See Note 13 – Commitments and Contingencies for further information.
We
primarily lease
officesoffice facilities for use in our operations, as well as transportation, computer and other equipment.
We also have two office facility lease agreements with a shareholder and certain division managers. Most of
theseour leases are noncancelable operating lease agreements and they expire at various dates through 2013. In addition to rent, the leases generally require us to pay taxes, maintenance, insurance and certain other operating expenses.
Rent expense was approximately
$4.9 million in 2007 and 2006, and $4.6 million in
2004, $4.32005, which included rent expense associated with related party lease agreements of $1.8 million in
2003, and $3.42007, $1.7 million in
2002.2006, and $1.5 million in 2005.
Future minimum lease payments under all noncancelable leases at December 31, 20042007 are as follows:
| | | | | |
| | | Operating | |
| Fiscal Year | | Leases | |
| 2005 | | $ | 4,580 | |
| 2006 | | | 3,938 | |
| 2007 | | | 3,735 | |
| 2008 | | | 3,740 | |
| 2009 | | | 3,705 | |
| Thereafter | | | 5,806 | |
| | | | |
| | | $ | 25,504 | |
| | | | |
| | | | | |
| Years ending December 31, | | | | |
| 2008 | | $ | 4,811 | |
| 2009 | | | 4,517 | |
| 2010 | | | 3,034 | |
| 2011 | | | 2,094 | |
| 2012 | | | 1,319 | |
| Thereafter | | | 148 | |
| | | | |
| | | $ | 15,923 | |
| | | | |
Included in future minimum lease payments are noncancelable payments due to related parties of $1.7 million each in 2008 and 2009; $559,000 in 2010 and none thereafter.
F-22
(15)
(11) EMPLOYEE BENEFIT PLANS
We provide a defined contribution plan for the majority of our employees meeting minimum service requirements. The employees can contribute up to 15%30% of their current compensation to the plan subject to certain statutory limitations. We contribute up to a maximum of 2%2.5% of an employee’s compensation to the plan. We made contributions to the plan and charged continuing operations $801,000$1.7 million during 2007, $1.6 million during 2006, and $1.0 million during 2005.
(12) RESTRUCTURING CHARGE
Because of unsatisfactory financial performance early in 2004, $931,000 during 2003,2005, we made significant organizational changes in the second quarter of 2005 to those areas of our business that were not performing to our expectations. Our goal was to bring costs in line with expected levels of revenue while improving the efficiency of our organizational structure to ensure that clients continue to receive superior service.
We reorganized the appraisal services business to eliminate levels of management and
$881,000 during 2002.(16)reduce overhead expense. We also took actions to reduce headcount and costs in our appraisal and tax software division, and we consolidated certain senior management positions at the corporate office. These cost reductions were made in the second quarter of 2005. As a result, we eliminated approximately 120 positions, including management, staff and project-related personnel.
In connection with the reorganization, we incurred certain charges which were primarily comprised of employee severance costs and related fringe benefits, and totaled approximately $1.3 million before income taxes. The related payments were paid in 2005.
(13) COMMITMENTS AND CONTINGENCIES
Prior to September 11, 2007, we had warrants outstanding to purchase 1.6 million shares of common stock at $2.50 per share, which were held by Bank of America, N. A. (“BOA”) pursuant to the terms of two Amended and Restated Stock Purchase Warrants (collectively, the “Warrants”). The exercise price could be paid either in cash or by a “cashless exercise” in which the holder was required to surrender the Warrants in exchange for warrant shares based on the following formula: [(Market Price – $2.50) / (Market Price)] x 1. 6 million shares, with the Market Price calculated as the immediately preceding 60-day trading average of our common stock. The Warrants identified specific exercise procedures for each method of exercise and further provided that any exercise would not be effective until we received all applicable documents, instruments, and the purchase price. The Warrants were originally issued on September 10, 1997 and were exercisable from that date until 5 p.m., Central Time, September 10, 2007, when they expired.
On September 10, 2007, at 4:44 p.m., Central Time, BOA attempted to effectuate a “cashless exercise” of the Warrants via email; however, we believe BOA did not comply with all of the requirements set forth in the Warrants for an effective exercise. At 5:37 p.m., Central Time, BOA recalled this email exercise notice, which we subsequently accepted. At 6:10 p.m., Central Time, BOA attempted to effectuate a cash exercise of the Warrants by emailing a different notice of exercise, which we believe also failed to comply with all of the requirements set forth in the Warrants for an effective exercise, and in any event, was after the expiration date of the Warrants. As a result, we believe these Warrants expired as of September 10, 2007 and have excluded the effect of the Warrants from potentially dilutive common shares as of such date in our earnings per share computation.
On October 12, 2007, we filed a declaratory judgment action against BOA in the District Court of Dallas County, Texas, 101st Judicial District requesting the court to declare, among other things, that the Warrants have expired pursuant to their terms. On November 14, 2007, BOA filed an original answer and counterclaim asserting, among other things, that the parties modified the exercise requirements of the Warrants, that Tyler breached the alleged modified contracts by refusing to deliver the warrant shares to BOA, and that BOA is therefore entitled to specific performance of the Warrants by us delivering the warrant shares or, in the alternative, to a recovery of damages, including attorneys’ fees, interest, and costs. While we believe the Warrants expired as of September 10, 2007, there can be no assurance as to the ultimate resolution of this matter. At this time it is not possible to reasonably estimate the potential loss or range of loss, if any.
Other than ordinary course, routine litigation incidental to our business and except as described in this Annual Report, there are no material legal proceedings pending to which we or our subsidiaries are partiesparty or to which any of our properties are subject.
F-22F-23
(14) SUBSEQUENT EVENTS
In the first quarter of 2008 we acquired two companies for a combined cash purchase price (net of cash acquired) of approximately $13.8 million and 126,000 shares of Tyler common stock. We have not finalized the allocation of the purchase price of the acquired companies but expect this allocation will result in non-cash charges that may have a slightly dilutive effect on earnings per share in 2008.
(17)F-24
(15) QUARTERLY FINANCIAL INFORMATION (unaudited)
The following tables containtable contains selected financial information from unaudited consolidated statements of operations for each quarter of 20042007 and 2003.2006.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Quarter Ended | | | | | | | | | | | | | |
| | | 2004 | | | 2003 | |
| | | Dec. 31 | | | Sept. 30 | | | June 30 | | | Mar. 31 | | | Dec. 31 | | | Sept. 30 | | | June 30 | | | Mar. 31(A) | |
| Revenues | | $ | 44,734 | | | $ | 41,811 | | | $ | 44,263 | | | $ | 41,462 | | | $ | 39,120 | | | $ | 37,874 | | | $ | 36,135 | | | $ | 32,325 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Gross profit | | | 18,064 | | | | 15,296 | | | | 17,100 | | | | 14,825 | | | | 15,856 | | | | 15,470 | | | | 13,863 | | | | 11,644 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations before income taxes | | | 5,361 | | | | 3,539 | | | | 5,059 | | | | 3,478 | | | | 5,617 | | | | 5,253 | | | | 3,214 | | | | 25,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from continuing operations | | | 3,030 | | | | 2,032 | | | | 2,975 | | | | 2,091 | | | | 3,468 | | | | 3,233 | | | | 1,981 | | | | 17,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 424 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| |
| Net income | | $ | 3,030 | | | $ | 2,032 | | | $ | 2,975 | | | $ | 2,091 | | | $ | 3,892 | | | $ | 3,233 | | | $ | 1,981 | | | $ | 17,296 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted earnings from continuing operations | | $ | 0.07 | | | $ | 0.05 | | | $ | 0.07 | | | $ | 0.05 | | | $ | 0.08 | | | $ | 0.07 | | | $ | 0.04 | | | $ | 0.36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Diluted earnings from discontinued operations | | | — | | | | — | | | | — | | | | — | | | | 0.01 | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net earnings per diluted share | | $ | 0.07 | | | $ | 0.05 | | | $ | 0.07 | | | $ | 0.05 | | | $ | 0.09 | | | $ | 0.07 | | | $ | 0.04 | | | $ | 0.36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares used in computing diluted earnings per share | | | 44,056 | | | | 44,350 | | | | 44,803 | | | | 45,062 | | | | 44,502 | | | | 43,181 | | | | 44,796 | | | | 47,738 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Quarters Ended |
| | | 2007 | | 2006 |
| | | Dec. 31 | | Sept. 30 | | June 30 | | Mar. 31 | | Dec. 31 | | Sept. 30 | | June 30 | | Mar. 31 |
| Revenues | | $ | 60,420 | | | $ | 54,932 | | | $ | 54,112 | | | $ | 50,332 | | | $ | 51,155 | | | $ | 50,139 | | | $ | 49,151 | | | $ | 44,858 | |
| Gross profit | | | 24,436 | | | | 21,630 | | | | 20,337 | | | | 18,022 | | | | 20,239 | | | | 20,157 | | | | 18,946 | | | | 15,462 | |
| Income before income taxes | | | 10,128 | | | | 8,369 | | | | 6,160 | | | | 3,923 | | | | 6,732 | | | | 6,936 | | | | 5,828 | | | | 3,359 | |
| Net income | | | 6,190 | | | | 5,160 | | | | 3,750 | | | | 2,401 | | | | 4,177 | | | | 4,413 | | | | 3,760 | | | | 2,012 | |
| Earnings per diluted share | | | 0.15 | | | | 0.12 | | | | 0.09 | | | | 0.06 | | | | 0.10 | | | | 0.11 | | | | 0.09 | | | | 0.05 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shares used in computing diluted earnings per share | | | 40,358 | | | | 41,395 | | | | 41,448 | | | | 42,066 | | | | 42,163 | | | | 41,898 | | | | 41,946 | | | | 41,894 | |
(A) On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our 5.6 million shares of HTE common stock to SunGard Data Systems Inc. for $7.00 cash per share. Our original cost basis in the HTE shares was $15.8 million. After transaction and other costs, we recorded a gross realized gain of $23.2 million ($16.2 million or $0.36 per diluted share after income taxes of $7.0 million for the year ended December 31, 2003).
|
F-23F-25
TYLER TECHNOLOGIES, INC.
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Allowance For Losses – Accounts Receivable | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Balance at beginning of year | | $ | 1,094 | | | $ | 690 | | | $ | 1,275 | |
| | | | | | | | | | | | | |
| Additions charged to costs and expenses | | | 796 | | | | 1,104 | | | | 727 | |
| | | | | | | | | | | | | |
| Collection of accounts previously written off | | | (271 | ) | | | — | | | | — | |
| | | | | | | | | | | | | |
| Deductions for accounts charged off or credits issued | | | (633 | ) | | | (700 | ) | | | (1,312 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Balance at end of year | | $ | 986 | | | $ | 1,094 | | | $ | 690 | |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Years ended December 31, | |
| | | 2004 | | | 2003 | | | 2002 | |
| Valuation Allowance — Deferred Tax Assets | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Balance at beginning of year | | $ | — | | | $ | 1,114 | | | $ | 1,690 | |
| | | | | | | | | | | | | |
| Utilization of capital loss carryforward | | | — | | | | (1,114 | ) | | | (99 | ) |
| | | | | | | | | | | | | |
| Adjustment to actual capital loss carryforwards arising from a previous sale | | | — | | | | — | | | | 1,114 | |
| | | | | | | | | | | | | |
| Change in basis difference on investment security | | | — | | | | — | | | | (1,591 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | |
| Balance at end of year | | $ | — | | | $ | — | | | $ | 1,114 | |
| | | | | | | | | | |
F-24
