-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWbAA7fvmJZtVdqH1bcfL5pY6V/6Z7drOB7lYcdgqB4weWbGKufTnVZPoYn3LHwj nk83M/g9QLyQmiliZsbs4w== 0000950134-03-010833.txt : 20030801 0000950134-03-010833.hdr.sgml : 20030801 20030801131050 ACCESSION NUMBER: 0000950134-03-010833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TYLER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000860731 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 752303920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10485 FILM NUMBER: 03817263 BUSINESS ADDRESS: STREET 1: 2800 W MOCKINGBIRD LANE CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2147547800 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO STREET STREET 2: SUITE 3200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TYLER CORP /NEW/ DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: TYLER THREE INC DATE OF NAME CHANGE: 19600201 8-K 1 d07862e8vk.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ---------- August 1, 2003 (July 31, 2003) Date of Report (Date of earliest event reported) TYLER TECHNOLOGIES, INC. ------------------------ (Exact name of registrant as specified in its charter) Delaware 1-10485 75-2303920 -------- ------- ---------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation or organization) 5949 Sherry Lane, Suite 1400 Dallas, Texas 75225 ------------------- (Address of principal executive offices) (972) 713-3700 -------------- (Registrant's telephone number, including area code) ================================================================================ Item 5. Other Events. On July 31, 2003, Tyler Technologies, Inc. issued the earnings news release announcing results from operations and financial condition for the three months ended June 30, 2003, as well as the appointment of a chief operating officer and an increase in the authorization of our common share repurchase, attached hereto as Exhibit 99.1, which news release is incorporated by reference herein. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 News Release issued by Tyler Technologies, Inc. dated July 31, 2003. 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. Date: August 1, 2003 By: /s/ Theodore L. Bathurst ------------------------------------------ Theodore L. Bathurst Vice President and Chief Financial Officer (principal financial officer) INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 News Release issued by Tyler Technologies, Inc. dated July 31, 2003.
EX-99.1 3 d07862exv99w1.txt NEWS RELEASE Exhibit 99.1 Contact: Brian K. Miller Vice President - Finance Tyler Technologies, Inc. (972) 713-3720 bmiller@tylerworks.com FOR IMMEDIATE RELEASE TYLER TECHNOLOGIES REPORTS 54% INCREASE IN NET INCOME FOR SECOND QUARTER 2003 BOARD APPOINTS JOHN MARR, JR. TO CHIEF OPERATING OFFICER POST AND INCREASES SHARE REPURCHASE AUTHORIZATION BY ONE MILLION SHARES DALLAS, JULY 31, 2003 -- Dallas-based Tyler Technologies, Inc. (NYSE: TYL) today reported that net income for the quarter ended June 30, 2003 increased 54% over the same quarter of 2002, fueled by a 28% increase in software-related revenues. Tyler also announced that its Board has appointed John Marr, Jr. to the newly created position of Chief Operating Officer of the Company and has increased the Company's common stock repurchase authorization by one million shares. Net income for the three months ended June 30, 2003 was $2.0 million, or $0.04 per diluted share. Net income for the quarter ended June 30, 2002 was $1.3 million, or $0.03 per share. Total revenues for the quarter ended June 30, 2003 increased 8% to $36.1 million from $33.6 million in the quarter ended June 30, 2002. Software-related revenues (software licenses, software services and maintenance) grew in the aggregate 28% for the quarter, while appraisal services revenues declined 33% following the completion of the initial three-year reassessment contract with Nassau County, New York. Operating income for the quarter ended June 30, 2003 was $3.1 million, an increase of 35%, compared with operating income of $2.3 million in the same quarter of 2002. For the second quarter of 2003, EBITDA, or earnings before interest, income taxes, depreciation and amortization, amounted to $5.2 million, or $0.12 per share. EBITDA for the second quarter of 2002 amounted to $4.2 million, or $0.08 per share. Net income for the six months ended June 30, 2003 amounted to $19.3 million, or $0.42 per diluted share. Included in net income for the first half of 2003 is a gross realized gain of $23.2 million ($16.2 million, or $0.35 per share, after income taxes) in connection with the cash sale of Tyler's entire investment in H.T.E., Inc. (HTE) during the first quarter of 2003. Net income for the six months ended June 30, 2002 was $1.9 million, or $0.04 per share. For the six months ended June 30, 2003, revenues increased 9% to $68.5 million from $62.5 million in 2002. Operating income for the first half of 2003 was $4.8 million, an increase of 47% compared to $3.3 million in the first half of 2002. EBITDA for the six months ended June 30, 2003 was $32.3 million, or $0.70 per share (including $23.2 million, or $0.50 per share, relating to the gross realized gain on the sale of Tyler's investment in HTE). EBITDA for the first half of 2002 amounted to $7.2 million, or $0.14 per share. -MORE- Tyler Technologies Reports 54% Increase In Net Income For Second Quarter 2003 July 31, 2003 Page 2 Tyler ended the second quarter of 2003 with $27.5 million in cash and short-term investments, and no debt. Free cash flow (cash provided by operating activities minus capital expenditures) for the second quarter of 2003 was $3.5 million, compared to $1.9 million in the second quarter of 2002. During the second quarter, the Company successfully completed the repurchase of 5,107,000 shares of its common stock at a price of $4.00 per share under its modified "Dutch auction" tender offer. Since August 16, 2002, the Company has repurchased a total of 7,482,200 shares of its common stock at an average cash cost of $3.99 per share. With the one million-share increase approved by Tyler's Board on July 29, 2003, the Company is currently authorized to repurchase up to an additional 2,017,800 shares of Tyler's common stock. The shares may be repurchased from time to time in the open market or through negotiated transactions. The amount and timing of purchases under the program will be subject to, among other things, the price and availability of the Company's shares and general market conditions. The repurchased shares may be reserved for later reissue in connection with employee benefit plans and other general corporate purposes. "The second quarter was another very solid quarter for Tyler Technologies," said John M. Yeaman, Tyler's President and Chief Executive Officer. "Our results show that Tyler works - for our customers and for our shareholders. Once again, we experienced strong growth in software-related revenues, which is indicative of the strength of our position in the local government market and the competitiveness of our products." "Tyler's gross margin for the second quarter improved to 38.4% from 34.8% last year, reflecting a positive shift in our revenue mix to a greater proportion of high-margin software revenues," continued Mr. Yeaman. "Gross margin improvement was most evident with respect to software services and maintenance, as a result of greater efficiency in the utilization of our personnel and increased operating leverage." "The reduction in our appraisal services revenues was in line with anticipated results following the completion of the initial three-year appraisal contract with Nassau County. However, we were very successful in signing new appraisal contracts in the first half of the year, including a $28 million, six-year follow-on contract with Nassau County and a $9 million contract with Franklin County, Ohio, and the long-term outlook for our appraisal business appears encouraging." "During the second quarter we continued to sign new business at a very good pace, and Tyler ended the quarter with a backlog of signed contracts at a record high level of $131 million," added Mr. Yeaman. "Although the market, particularly at the higher end, has clearly been impacted by the economy and government budget pressures, we are encouraged by our ability to continue to grow revenues and profits and gain market share during these uncertain times. Our balance sheet continues to grow stronger and we believe that Tyler Technologies is very well positioned to take advantage of emerging opportunities as the overall economy strengthens." -MORE- Tyler Technologies Reports 54% Increase In Net Income For Second Quarter 2003 July 31, 2003 Page 3 Mr. Yeaman noted, "Our confidence in the outlook for 2003 continues to increase and our view of the second half of the year remains positive. We continue to expect that total revenues for 2003 will grow between 8% and 10% over 2002, with solid growth in software-related revenues and a decrease in appraisal services revenues. We now expect that fully diluted earnings per share for the year 2003 will be between $0.53 and $0.55 per share, including $0.36 from the gain on the sale of our investment in HTE. EBITDA for 2003 is expected to be in the range of $44 million to $46 million, including the $23 million gain on the sale of the HTE investment. This guidance reflects the reduction in shares outstanding following our stock repurchases in the first half of 2003." The naming of John Marr, Jr. to the newly created position of Chief Operating Officer of Tyler Technologies is part of a leadership succession plan established by Tyler's Board of Directors. Mr. Marr is scheduled to succeed Mr. Yeaman, 62, as Chief Executive Officer of Tyler in July 2004. At the same time, Mr. Yeaman will become Chairman of Tyler's Board of Directors, while remaining an officer of the Company. Mr. Marr's appointment as COO is effective immediately, and he will continue to serve as President of Tyler's MUNIS division and as a member of Tyler's Board of Directors and its Executive Committee. Mr. Yeaman commented, "I'm very pleased that John Marr will take on this expanded role in Tyler's corporate management, and I look forward to continuing to work closely with him during and after this transition period. John has strong leadership skills, as well as many years of operational experience in the local government software market, which I believe will be extremely valuable as Tyler continues to grow." Mr. Marr, 43, has 20 years of experience in the local government technology industry. He joined MUNIS, Inc. in 1983 and was President of MUNIS when Tyler acquired it in 1999. Since May 2002, Mr. Marr has also served on Tyler's Board of Directors. Mr. Marr holds a bachelor's degree in accounting from the University of Massachusetts. Tyler also announced that Dustin Womble and Glenn Smith were appointed Executive Vice Presidents of the Company. Both men will take on expanded roles at the corporate level in addition to their current positions as leaders of Tyler divisions. Mr. Womble, 44, is President of Tyler's INCODE division and Mr. Smith, 50, is President of Tyler's Justice and Courts division and is a member of Tyler's Board of Directors. "Tyler is very fortunate to have a great deal of depth and experience throughout our senior management team," continued Mr. Yeaman. "Their industry experience, understanding of our customers' needs, and technical expertise have been major factors in Tyler's growth and success over the past few years. Our operating units are working well together and we have the management team in place to take advantage of the tremendous opportunities in our business. By assuming the additional responsibilities of these new corporate roles, I am certain that John, Glenn and Dusty will make increasingly important contributions to Tyler's future success." -MORE- Tyler Technologies Reports 54% Increase In Net Income For Second Quarter 2003 July 31, 2003 Page 4 Mr. Smith co-founded Tyler's Justice and Courts division in 1981 and joined Tyler when it acquired his company in 1998. He has been a member of Tyler's Board of Directors since June 2001 and is currently a member of the Board's Executive Committee. Mr. Smith holds a bachelor's degree in computer science from North Carolina State University. Mr. Womble co-founded Tyler's INCODE division in 1981 and has served as President of INCODE since Tyler acquired the company in 1998. Mr. Womble has a bachelor's degree in management information systems from Texas Tech University. Tyler Technologies has scheduled a conference call for July 31 at 10:00 a.m. Central Time, to discuss the Company's second quarter 2003 earnings. The conference call can be accessed by visiting the Company's homepage at http://www.tylerworks.com. A replay will be available on Tyler's Web site following the conference call. Based in Dallas, Tyler Technologies is a leading provider of end-to-end information management solutions and services to local governments. Tyler partners with clients to make local government more accessible to the public, more responsive to needs of citizens, and more efficient. Tyler's client base includes nearly 6,000 local government offices in 49 states, Canada and Puerto Rico. More information about Tyler Technologies can be found on the World Wide Web at www.tylerworks.com. Tyler Technologies, Inc. has included in this press release "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning its business and operations. Tyler Technologies expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements to reflect any change in its expectations. These expectations and the related statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to, changes in competition, changes in general economic conditions, changes in the budgets and regulatory environments of the Company's customers, risks associated with the development of new products and the enhancement of existing products, the ability to attract and retain qualified personnel, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. (Comparative results follow) #### 16-03 TYLER TECHNOLOGIES, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (Amounts in thousands, except per share data) (unaudited)
Three Months Ended June 30, Six Months Ended June 30, ---------------------------- ---------------------------- 2003 2002 2003 2002 ---------- ---------- ---------- ---------- Revenues:(1) Software licenses $ 6,157 $ 5,264 $ 11,617 $ 10,578 Software services 9,541 5,832 17,247 10,824 Maintenance 11,698 10,269 22,633 19,584 Appraisal services 7,356 10,988 14,107 18,771 Hardware and other 1,383 1,252 2,856 2,770 ---------- ---------- ---------- ---------- Total revenues 36,135 33,605 68,460 62,527 Cost of revenues(1) Software licenses 1,519 1,394 3,063 2,463 Software services and maintenance 14,565 12,241 27,847 23,751 Appraisal services 5,139 7,257 9,887 12,662 Hardware and other 1,049 1,005 2,156 2,209 ---------- ---------- ---------- ---------- Total cost of revenues 22,272 21,897 42,953 41,085 Gross profit 13,863 11,708 25,507 21,442 Selling, general and administrative expenses 10,061 8,596 19,162 16,491 Amortization of acquisition intangibles 725 831 1,510 1,665 ---------- ---------- ---------- ---------- Operating income 3,077 2,281 4,835 3,286 Gain on sale of investment security available-for-sale -- -- 23,233 -- Legal fees associated with affiliated investment -- (160) -- (285) Interest income (expense) 137 (5) 146 32 ---------- ---------- ---------- ---------- Income before income tax provision 3,214 2,116 28,214 3,033 Income tax provision 1,233 826 8,937 1,181 ---------- ---------- ---------- ---------- Net income $ 1,981 $ 1,290 $ 19,277 $ 1,852 ========== ========== ========== ========== Earnings per common share: Basic $ 0.05 $ 0.03 $ 0.43 $ 0.04 ========== ========== ========== ========== Diluted $ 0.04 $ 0.03 $ 0.42 $ 0.04 ========== ========== ========== ========== EBITDA(2) $ 5,204 $ 4,246 $ 32,349 $ 7,218 ========== ========== ========== ========== EBITDA per diluted share $ 0.12 $ 0.08 $ 0.70 $ 0.14 ========== ========== ========== ========== Weighted average common shares outstanding: Basic 42,881 47,647 44,408 47,517 Diluted 44,796 50,405 46,259 50,066
- ---------- (1) Previously reported net revenues and cost of revenues were recast to reclassify as revenues certain expenses reimbursable from customers. (2) EBITDA consists of income before interest, income taxes, depreciation and amortization. Although EBITDA is not a calculation 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 activities or any other measure for determining operating performance or liquidity that is calculated in accordance with GAAP. 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 net income for the periods presented.
Three Months Ended June 30, Six Months Ended June 30, --------------------------- ------------------------- 2003 2002 2003 2002 ---------- ---------- -------- ---------- Net income $ 1,981 $ 1,290 $ 19,277 $ 1,852 Amortization of acquisition intangibles 725 831 1,510 1,665 Depreciation and other amortization included in cost of revenues and selling, general and administrative expenses 1,402 1,294 2,771 2,552 Interest (income) expense (137) 5 (146) (32) Income tax provision 1,233 826 8,937 1,181 -------- -------- -------- -------- EBITDA (Six months ended June 30, 2003 includes $23,233 gross realized gain on sale of investment security available-for-sale) $ 5,204 $ 4,246 $ 32,349 $ 7,218 ======== ======== ======== ========
TYLER TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
JUNE 30, 2003 December 31, (unaudited) 2002 ----------- ------------ ASSETS Current assets: Cash and cash equivalents $ 15,436 $ 13,744 Short-term investments 12,113 -- Accounts receivable, net 35,593 33,510 Other current assets 4,177 4,009 Deferred income taxes 1,197 1,197 ---------- ---------- Total current assets 68,516 52,460 Property and equipment, net 6,418 6,819 Investment security available-for-sale -- 27,196 Goodwill and other intangibles, net 83,253 82,886 Other 755 484 ---------- ---------- Total assets $ 158,942 $ 169,845 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 47,565 $ 40,226 Long-term obligations, less current portion -- 2,550 Deferred income taxes 4,418 8,413 Shareholders' equity 106,959 118,656 ---------- ---------- Total liabilities and shareholders' equity $ 158,942 $ 169,845 ========== ==========
-----END PRIVACY-ENHANCED MESSAGE-----