Room 4561
November 17, 2005
Mr. John S. Marr
President and Chief Executive Officer
Tyler Technologies, Inc.
5949 Sherry Lane
Suite 1400
Dallas, Texas 75225
Re: Tyler Technologies, Inc.
Form 10-K for the Year Ended December 31, 2004
Filed March 10, 2005
Form 10-Q for the Quarter Ended June 30, 2005
Filed July 28, 2005
Form 8-K
Filed July 28, 2005
File No. 1-10485
Dear Mr. Marr,
We have reviewed your response letter dated September 2,
2005,
as well as the filings referenced above, and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Item 8. Financial Statements and Supplementary Data
Consolidated Statement of Operations, page F-3
1. We note your response to our previous comment number 4. The
authoritative literature, specifically Question 17 of the FASB
Implementation Guide on Applying SFAS 86 and Item 302 of
Regulation
S-K, should be followed in classifying the amortization of
acquired
software as a cost of revenue in your next `34 Act filing.
Notes to Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Segment and Related Information, page F-12
2. We note from your response to our previous comment number 9
that
the software and service gross margin economic characteristic for
Division Five appear to be significantly dissimilar to the same
characteristic of the other four divisions. In view of this
please
tell us how you concluded that Division Five meets the aggregation
criteria of paragraph 17 of SFAS 131 for the 2004 and 2005
reporting
periods. For additional guidance refer to Question No. 8 FASB
Status
Report December 31, 1998.
Concentrations of Credit Risk and Unbilled Receivables, page F-13
3. We note your response to our previous comment number 10.
Please
revise your disclosures to separately disclose the amount of
unbilled
receivables that are expected to be collected after one year and
provide a general description of the prerequisites for billing
this
amount. Additionally address when the $536,000 retainage amount
is
expected to be collected. See Rules 5-02 (3) (c) (2) and (4) of
Regulation S-X.
Note 7. Goodwill and Other Intangibles, page F-17
4. We note your response to our prior comment number 11. We also
note that you have grown considerably, since the staff`s last
review,
through numerous purchase acquisitions. Provide us with
substantive
objective evidence that supports a weighted average estimated
useful
life of 22 years for your acquired customer intangibles.
Form 8-K, filed October 27, 2005
5. In your response to our previous comment number 1 you indicate
that in future quarterly earnings press releases you will include
an
expanded explanation of the reasons why you believe the
presentation
of non-GAAP measures you use provide useful information to users
of
your financial statements. However, your non-GAAP disclosures in
your press release filed on Form 8-K on October 27, 2005 do not
appear to include these expanded explanations. Your non-GAAP
disclosures under Item 2.02 on Form 8-K should demonstrate the
usefulness of the non-GAAP measure. In this regard, you must meet
the burden of demonstrating the usefulness of a performance
measure
that excludes recurring items. Refer to Question 8, Frequently
Asked
Questions Regarding the Use of Non-GAAP Financial Measures.
Ensure
that you adequately disclose why each of the recurring items
excluded
are not relevant in assessing performance.
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please submit all correspondence and supplemental materials on
EDGAR
as required by Rule 101 of Regulation S-T. Please furnish a cover
letter that keys your responses to our comments and provides any
requested information. Detailed cover letters greatly facilitate
our
review.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Marc Thomas, Senior Staff Accountant, at (202) 551-3452
or
me at (202) 551-3489 if you have any questions regarding these
comments.
Sincerely,
Brad Skinner
Accounting Branch Chief
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John S. Marr
Tyler Technologies, Inc.
November 17, 2005
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