8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 10, 2018 (May 10, 2018)

Date of Report (Date of earliest event reported)

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TYLER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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Delaware	1-10485	75-2303920
(State or other jurisdiction of incorporation organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5101 TENNYSON PARKWAY

PLANO, TEXAS 75024

(Address of principal executive offices)

(972) 713-3700

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 7.01. Regulation FD Disclosure.

On January 1, 2018, Tyler Technologies, Inc. adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), using the full retrospective method of transition, which requires that the standard be applied to all periods presented. Adoption of ASU 2016-09 did not materially impact our total revenues for 2017 and 2016 and it had no impact on net cash provided by or used in operating, investing or financing activities.

Item 9.01. Financial Statements and Exhibits (d) Exhibits.

Exhibit number	Exhibit description
99.1	Tyler Technologies, Inc. Financial Information Restated for ASU 2014-09*

*In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TYLER TECHNOLOGIES, INC.
		/s/ Brian K. Miller
May 10, 2018	By:	Brian K. Miller Executive Vice President and Chief Financial Officer (principal financial officer)

EX-99.1

ASC 605 to ASC 606 Transition May 10, 2018

Summary

Tyler ASC 606 Adoption Background • Tyler adopted the requirements of ASC 606 effective January 1, 2018 • Full retrospective adoption method (FY16 and FY17 restated) • FY17 has been restated quarterly 3

GAAP Revenue Impact GAAP total revenues ($M) $840.7 $840.9 $756.0 $759.9 FY16 FY17 ASC 605 ASC 606 4

Detail Revenue Impact Software licenses and royalties ($M) $74.3 $83.7 $75.7 $86.2 FY16 FY17 Subscriptions ($M) $173.5 $172.2 $142.7 $142.7 FY16 FY17 ASC 605 ASC 606 5

Detail Revenue Impact Software services ($M) $174.8 $171.6 $187.1 $180.5 FY16 FY17 Maintenance ($M) $361.6 $359.3 $323.0 $321.0 FY16 FY17 ASC 605 ASC 606 6

Detail Revenue Impact Appraisal services ($M) $26.3 $26.3 No change in transition $25.0 $25.0 FY16 FY17 Hardware and other ($M) $15.0 $14.6 $17.7 $17.7 FY16 FY17 ASC 605 ASC 606 7

GAAP Revenue Impact – Quarterly Detail $000s 8

Expense Impact Selling, general and administrative expenses ($M) $167.2 $165.2 $177.0 $175.9 FY16 FY17 Amortization of customer and trade name intangibles ($M) $13.7 $13.2 $13.9 $13.4 FY16 FY17 ASC 605 ASC 606 9

GAAP Gross Profit and Margin Impact GAAP gross profit ($M) $399.1 $399.4 $355.4 $359.2 FY16 FY17 GAAP gross margin 47.0% 47.3% 47.5% 47.5% FY16 FY17 ASC 605 ASC 606 10

GAAP Operating Income and Margin Impact GAAP operating income ($M) $160.9 $162.8 $131.3 $137.7 FY16 FY17 GAAP operating margin 17.4% 18.1% 19.1% 19.4% FY16 FY17 ASC 605 ASC 606 11

Expense and GAAP Margin Impact – Quarterly Detail $000s 12

GAAP Earnings Impact GAAP net income ($M) $163.9 $169.6 $109.9 $113.7 FY16 FY17 GAAP Diluted EPS $4.18 $4.32 $2.82 $2.92 FY16 FY17 ASC 605 ASC 606 13

GAAP Earnings Impact – Quarterly Detail $000s 14

Non-GAAP Revenue Impact Non-GAAP total revenues ($M) $841.8 $842.0 $771.6 $775.4 FY16 FY17 ASC 605 ASC 606 15

Non-GAAP Gross Profit and Margin Impact Non-GAAP gross profit $431.3 $431.6 $399.6 $403.5 FY16 FY17 Non-GAAP gross margin 51.8% 52.0% 51.2% 51.3% FY16 FY17 ASC 605 ASC 606 16

Non-GAAP Operating Income and Margin Impact Non-GAAP operating income $213.5 $219.3 $236.1 $237.4 FY16 FY17 Non-GAAP operating margin 27.7% 28.3% 28.0% 28.2% FY16 FY17 ASC 605 ASC 606 17

Non-GAAP Earnings Impact Non-GAAP net income ($M) $154.8 $135.8 $139.3 $153.9 FY16 FY17 Non-GAAP Diluted EPS $3.49 $3.58 $3.92 $3.94 FY16 FY17 ASC 605 ASC 606 18

EBITDA and Adjusted EBITDA Impact EBITDA ($M) $216.3 $217.6 $181.6 $187.4 FY16 FY17 Adjusted EBITDA ($M) $254.3 $255.6 $226.4 $232.2 FY16 FY17 ASC 605 ASC 606 19

Non-GAAP Impact – Quarterly Detail $000s 20

Selected Balance Sheet Impacts $000s 21

No Cash Flow Impact Cash from operations ($M) $191.9 $191.9 $195.8 $195.8 FY16 FY17 Free Cash Flow (ex real estate) ($M) $172.5 $172.5 $173.8 $173.8 FY16 FY17 ASC 605 ASC 606 22

Financial Statements As Reported and As Adjusted

Consolidated Balance Sheets – FY16 and FY17 Tyler Technologies, Inc. Condensed Consolidated Balance Sheets (in thousands) (Unaudited) 24

Consolidated Statements of Operations – FY16 and FY17 Tyler Technologies, Inc. Condensed Consolidated Statements of Income (in thousands, except per share amounts) (Unaudited) 25

Consolidated Statements of Operations – FY17 Quarterly Tyler Technologies, Inc. Condensed Consolidated Statements of Income (in thousands, except per share amounts) (Unaudited) 26

Consolidated Statements of Cash Flows – FY16 and FY17 Tyler Technologies, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) 27

Consolidated Statements of Cash Flows – FY17 Quarterly Tyler Technologies, Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (Unaudited) 28

GAAP to Non-GAAP Reconciliation Tables As Reported and As Adjusted

Reconciliation of GAAP to Non-GAAP Financial Measures FY16 and FY17 Tyler Technologies, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands, except per share amounts) (Unaudited) 30

Reconciliation of GAAP to Non-GAAP Financial Measures FY16 and FY17 Tyler Technologies, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands, except per share amounts) (Unaudited) 31

Reconciliation of GAAP to Non-GAAP Financial Measures FY17 Quarterly Tyler Technologies, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands, except per share amounts) (Unaudited) 32

Reconciliation of GAAP to Non-GAAP Financial Measures FY17 Quarterly Tyler Technologies, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (in thousands, except per share amounts) (Unaudited) 33