8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

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

July 26, 2023 (July 26, 2023)

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 jurisdiction of incorporation organization)	(Commission <br>File Number)	(I.R.S. Employer Identification No.)		5101 TENNYSON PARKWAY	PLANO	Texas	75024
---	---	---	---
(Address of principal executive offices)	(City)	(State)	(Zip code)

(972) 713-3700

(Registrant’s telephone number, including area code)

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):

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

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

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

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

Title of each class	Trading symbol	Name of each exchange<br><br>on which registered
COMMON STOCK, $0.01 PAR VALUE	TYL	New York Stock Exchange

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 ☐

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. ☐

Item 2.02     Results of Operations and Financial Condition

On July 26, 2023, Tyler Technologies, Inc. issued the earnings news release announcing results from operations and financial condition as of June 30, 2023, attached hereto as Exhibit 99.1, which news release is incorporated by reference herein.

Exhibit number	Exhibit description
99.1	News Release issued by Tyler Technologies, Inc. dated July 26, 2023
104	Cover Page Interactive Data File (embedded in the Inline XBRL document)
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
July 26, 2023	By:	Brian K. Miller<br>Executive Vice President and Chief Financial<br>Officer (principal financial officer)

Document

Tyler Technologies Reports Earnings for Second Quarter 2023

Double-digit organic growth driven by 20% increase in SaaS revenues

PLANO, Texas – July 26, 2023 – Tyler Technologies, Inc. (NYSE: TYL) today announced financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Financial Highlights:

Revenues

Total revenues were $504.3 million, up 7.6% from the second quarter of 2022. On an organic basis, revenues grew 10.4%.

Recurring Revenues

Recurring revenues from maintenance and subscriptions were $414.3 million, up 11.2% from the second quarter of 2022, and comprised 82.2% of total revenues (compared to 79.5% for the second quarter of 2022). On an organic basis, recurring revenues grew 10.8%.

•Subscription revenues were $297.8 million, up 16.4% from the second quarter of 2022. On an organic basis, subscription revenues grew 16.0%. Within subscriptions:

◦SaaS revenues grew organically 20.0% to $131.5 million.

◦Transaction-based revenues grew 13.7% to $166.3 million. On an organic basis, transaction-based revenues grew 12.8%.

◦SaaS arrangements comprised approximately 82% of the total new software contract value, compared to approximately 74% for the second quarter of 2022.

•Annualized recurring revenue (ARR) was $1.66 billion, up 11.2% from the second quarter of 2022.

Earnings/EBITDA

•GAAP operating income was $61.9 million, up 9.0% from the second quarter of 2022. Non-GAAP operating income was $115.9 million, up 4.8% from the second quarter of 2022.

•GAAP net income was $49.1 million, or $1.15 per diluted share, up 23.0% from the second quarter of 2022. Non-GAAP net income was $85.9 million, or $2.01 per diluted share, up 8.1% from the second quarter of 2022.

•Adjusted EBITDA was $125.5 million, up 5.4% from the second quarter of 2022.

Cash Flow

Cash flows from operations were negative $19.2 million, compared to $76.7 million for the second quarter of 2022. Free cash flow was negative $33.2 million, compared to $60.0 million for the second quarter of 2022. Cash flows in the quarter were impacted by incremental cash tax payments of $90 million related to the current status of IRC Section 174 capitalization rules.

Tyler Technologies Reports Earnings

for Second Quarter 2023

July 26, 2023

Page 2

"Tyler delivered exceptionally strong second quarter results that exceeded expectations across our key performance measures. We reached a new milestone for total quarterly revenues, surpassing the $500 million mark for the first time," said Lynn Moore, Tyler's president and chief executive officer. "We achieved organic revenue growth of 10.4% while our SaaS mix expanded to 82% of our new software contract value. Most importantly, SaaS revenues grew 20% organically, our 10th consecutive quarter of SaaS revenue growth of 20% or more. Additionally, while operating margins continue to be pressured by our cloud transition, we remain on track to return to operating margin expansion in 2024.

"The public sector market remains strong, with our key sales activity indicators generally at or above pre-COVID highs. We're pleased with our progress with strategic initiatives that leverage our unmatched installed client base and broad product portfolio to drive cloud migrations, cross-sell and upsell opportunities, and payments expansion. Our year-to-date performance demonstrates solid execution against our cloud-first strategy and the mid- to long-term goals outlined during our recent Investor Day," concluded Moore.

Guidance for 2023

As of July 26, 2023, Tyler Technologies is providing the following guidance for the full year 2023:

•Total revenues are expected to be in the range of $1.940 billion to $1.965 billion.

•GAAP diluted earnings per share are expected to be in the range of $3.87 to $4.02 and may vary significantly due to the impact of stock option activity on the GAAP effective tax rate.

•Non-GAAP diluted earnings per share are expected to be in the range of $7.60 to $7.75.

•Interest expense is expected to be approximately $25 million, including approximately $5 million of non-cash amortization of debt discounts and issuance costs.

•Pretax non-cash, share-based compensation expense is expected to be approximately $110 million.

•Research and development expense is expected to be in the range of $113 million to $114 million.

•Fully diluted shares for the year are expected to be in the range of 42.5 million to 43.0 million shares.

•GAAP earnings per share assumes an estimated annual effective tax rate of approximately 15.5% after discrete tax items, including approximately $11 million of discrete tax benefits related to share-based compensation.

•The non-GAAP annual effective tax rate is expected to be 22.0%.

•Capital expenditures are expected to be in the range of $63 million to $65 million, including approximately $37 million of capitalized software development costs. Total depreciation and amortization expense is expected to be approximately $149 million, including approximately $109 million from amortization of acquisition intangibles.

GAAP to non-GAAP guidance reconciliation

Non-GAAP diluted earnings per share excludes the estimated full-year impact of non-cash share-based compensation expense and employer portion of payroll tax related to employee stock transactions of approximately $110 million, amortization of acquired software and intangible assets of approximately $109

Tyler Technologies Reports Earnings

for Second Quarter 2023

July 26, 2023

Page 3

million, and acquisition-related costs, lease restructuring and other asset write-off costs of approximately $2 million. Additionally, the non-GAAP tax rate of 22.0% is estimated periodically as described below under "Non-GAAP Financial Measures" and excludes approximately $11 million of estimated discrete tax benefits that are included in the GAAP estimated annual effective tax rate.

Conference Call

Tyler Technologies will hold a conference call on Thursday, July 27, 2023, at 10:00 a.m. ET to discuss the company’s results. The company is offering participants the opportunity to register in advance for the conference through the following link: https://conferencingportals.com/event/dXimaDxA. Registered participants will receive an email with a calendar reminder, dial-in number, and conference ID that allows them immediate access to the call.

The live audio webcast and archived replay can also be accessed at https://investors.tylertech.com/events-and-presentations/default.aspx.

About Tyler Technologies, Inc.

Tyler Technologies (NYSE: TYL) provides integrated software and technology services to the public sector. Tyler's end-to-end solutions empower local, state, and federal government entities to operate more efficiently and transparently with residents and each other. By connecting data and processes across disparate systems, Tyler's solutions transform how clients turn actionable insights into opportunities and solutions for their communities. Tyler has more than 40,000 successful installations across nearly 13,000 locations, with clients in all 50 states, Canada, the Caribbean, Australia, and other international locations. Tyler has been recognized numerous times for growth and innovation, including Government Technology's GovTech 100 list. More information about Tyler Technologies, an S&P 500 company headquartered in Plano, Texas, can be found at tylertech.com.

Non-GAAP Financial Measures

Tyler Technologies has provided in this press release financial measures that have not been prepared in accordance with generally accepted accounting principles (GAAP) and are therefore considered non-GAAP financial measures. This information includes non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP earnings per diluted share, EBITDA, adjusted EBITDA, and free cash flow. We use these non-GAAP financial measures internally in analyzing our financial results and believe they are useful to investors, as a supplement to GAAP measures, in evaluating Tyler’s ongoing operational performance because they provide additional insight in comparing results from period to period. Tyler believes the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial results with other companies in our industry, many of which present similar non-GAAP financial measures. Non-GAAP financial measures discussed above exclude share-based compensation expense, employer portion of payroll taxes on employee stock transactions, expenses associated with amortization of intangibles arising from business combinations, acquisition-related expenses, and lease restructuring costs and other asset write-offs. Annualized recurring revenues (ARR) is calculated by annualizing the current quarter's recurring revenues from maintenance and subscriptions.

Tyler currently uses a non-GAAP tax rate of 22.0%. This rate is based on Tyler's estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating Tyler's non-GAAP income, as well as significant non-recurring tax adjustments. The non-GAAP tax rate used in

Tyler Technologies Reports Earnings

for Second Quarter 2023

July 26, 2023

Page 4

future periods will be reviewed periodically to determine whether it remains appropriate in consideration of factors including Tyler's periodic annual effective tax rate calculated in accordance with GAAP, changes resulting from tax legislation, changes in the geographic mix of revenues and expenses, and other factors deemed significant. Due to differences in tax treatment of items excluded from non-GAAP earnings, as well as the methodology applied to Tyler's estimated annual tax rate as described above, the estimated tax rate on non-GAAP income may differ from the GAAP tax rate and from Tyler's actual tax liabilities.

Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial information prepared in accordance with GAAP. The non-GAAP measures used by Tyler Technologies may be different from non-GAAP measures used by other companies. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures, which has been provided in the financial statement tables included below in this press release.

Forward-looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical in nature and typically address future or anticipated events, trends, expectations or beliefs with respect to our financial condition, results of operations or business. Forward-looking statements often contain words such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “plans,” “intends,” “continues,” “may,” “will,” “should,” “projects,” “might,” “could” or other similar words or phrases. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. We believe there is a reasonable basis for our forward-looking statements, but they are inherently subject to risks and uncertainties and actual results could differ materially from the expectations and beliefs reflected in the forward-looking statements. We presently consider the following to be among the important factors that could cause actual results to differ materially from our expectations and beliefs: (1) changes in the budgets or regulatory environments of our clients, primarily local and state governments, that could negatively impact information technology spending; (2) disruption to our business and harm to our competitive position resulting from cyber-attacks and security vulnerabilities; (3) our ability to protect client information from security breaches and provide uninterrupted operations of data centers; (4) our ability to achieve growth or operational synergies through the integration of acquired businesses, while avoiding unanticipated costs and disruptions to existing operations; (5) material portions of our business require the Internet infrastructure to be adequately maintained; (6) our ability to achieve our financial forecasts due to various factors, including project delays by our clients, reductions in transaction size, fewer transactions, delays in delivery of new products or releases or a decline in our renewal rates for service agreements; (7) general economic, political and market conditions, including continued inflation and rising interest rates; (8) technological and market risks associated with the development of new products or services or of new versions of existing or acquired products or services; (9) competition in the industry in which we conduct business and the impact of competition on pricing, client retention and pressure for new products or services; (10) the ability to attract and retain qualified personnel and dealing with the loss or retirement of key members of management or other key personnel; and (11) costs of compliance and any failure to comply with government and stock exchange regulations. These factors and other risks that affect our business are described in our filings with the Securities and Exchange Commission, including the detailed “Risk Factors” contained in our most recent annual report on Form 10-K and quarterly report on Form 10-Q. We expressly disclaim any obligation to publicly update or revise our forward-looking statements.

(Comparative results follow)

Tyler Technologies Reports Earnings

for Second Quarter 2023

July 26, 2023

Page 5

Contact: Hala Elsherbini

Senior Director, Investor Relations

Tyler Technologies, Inc.

972-713-3770 ext. 1143

hala.elsherbini@tylertech.com

Source: Tyler Technologies

#TYL_Financial

23-35

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Revenues:
Subscriptions	$	297,789	$	255,816	$	578,254	$	501,259
Maintenance	116,539		116,815		231,670		233,844
Professional services	66,420		71,937		127,349		141,952
Software licenses and royalties	9,779		15,009		19,909		31,515
Hardware and other	13,752		9,108		18,951		16,222
Total revenues	504,279		468,685		976,133		924,792
Cost of revenues:
Subscriptions, maintenance, and professional services	255,789		250,168		508,204		493,000
Software licenses and royalties	2,432		1,547		4,745		2,992
Amortization of software development	2,896		1,322		5,485		2,486
Amortization of acquired software	8,924		14,039		17,844		27,260
Hardware and other	11,061		8,161		16,841		13,188
Total cost of revenues	281,102		275,237		553,119		538,926
Gross profit	223,177		193,448		423,014		385,866
Sales and marketing expense	37,103		31,881		74,206		67,087
General and administrative expense	77,681		67,820		150,041		130,509
Research and development expense	28,153		23,386		55,139		47,327
Amortization of other intangibles	18,366		13,604		36,774		28,318
Operating income	61,874		56,757		106,854		112,625
Interest expense	(6,387)		(6,214)		(14,071)		(11,018)
Other income, net	643		216		1,889		581
Income before income taxes	56,130		50,759		94,672		102,188
Income tax provision	7,000		10,813		14,667		22,258
Net income	$	49,130	$	39,946	$	80,005	$	79,930
Earnings per common share:
Basic	$	1.17	$	0.96	$	1.91	$	1.93
Diluted	$	1.15	$	0.94	$	1.87	$	1.88
Weighted average common shares outstanding:
Basic	41,980		41,500		41,987		41,499
Diluted	42,751		42,321		42,710		42,449

TYLER TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
Reconciliation of non-GAAP gross profit and margin	2023			2022			2023			2022
GAAP gross profit	$	223,177		$	193,448		$	423,014		$	385,866
Non-GAAP adjustments:
Add: Share-based compensation expense included in cost of <br>           revenues	6,437			6,867			12,779			13,639
Add: Amortization of acquired software	8,924			14,039			17,844			27,260
Non-GAAP gross profit	$	238,538		$	214,354		$	453,637		$	426,765
GAAP gross margin	44.3		%	41.3		%	43.3		%	41.7		%
Non-GAAP gross margin	47.3		%	45.7		%	46.5		%	46.1		%
	Three months ended June 30,						Six months ended June 30,
---	---	---	---	---	---	---	---	---	---	---	---	---
Reconciliation of non-GAAP operating income and margin	2023			2022			2023			2022
GAAP operating income	$	61,874		$	56,757		$	106,854		$	112,625
Non-GAAP adjustments:
Add: Share-based compensation expense	26,028			25,800			53,924			51,079
Add: Employer portion of payroll tax related to employee stock <br>           transactions	669			398			1,148			1,110
Add: Acquisition-related costs	50			—			72			1,031
Add: Lease restructuring costs and other asset write-offs	—			—			1,545			—
Add: Amortization of acquired software	8,924			14,039			17,844			27,260
Add: Amortization of customer and trade name intangibles	18,366			13,604			36,774			28,318
Non-GAAP adjustments subtotal	54,037			53,841			111,307			108,798
Non-GAAP operating income	$	115,911		$	110,598		$	218,161		$	221,423
GAAP operating margin	12.3		%	12.1		%	10.9		%	12.2		%
Non-GAAP operating margin	23.0		%	23.6		%	22.3		%	23.9		%
	Three months ended June 30,				Six months ended June 30,
---	---	---	---	---	---	---	---	---
Reconciliation of non-GAAP net income and earnings per share	2023		2022		2023		2022
GAAP net income	$	49,130	$	39,946	$	80,005	$	79,930
Non-GAAP adjustments:
Add: Total non-GAAP adjustments to operating income	54,037		53,841		111,307		108,798
Less: Tax impact related to non-GAAP adjustments	(17,237)		(14,290)		(30,648)		(28,378)
Non-GAAP net income	$	85,930	$	79,497	$	160,664	$	160,350
GAAP earnings per diluted share	$	1.15	$	0.94	$	1.87	$	1.88
Non-GAAP earnings per diluted share	$	2.01	$	1.88	$	3.76	$	3.78

TYLER TECHNOLOGIES, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in thousands, except per share data)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
Detail of share-based compensation expense	2023		2022		2023		2022
Subscriptions, maintenance, and professional services	$	6,437	$	6,867	$	12,779	$	13,639
Sales and marketing expense	2,367		2,224		4,760		4,364
General and administrative expense	17,224		16,709		36,385		33,076
Total share-based compensation expense	$	26,028	$	25,800	$	53,924	$	51,079
	Three months ended June 30,				Six months ended June 30,
---	---	---	---	---	---	---	---	---
Reconciliation of EBITDA and adjusted EBITDA	2023		2022		2023		2022
GAAP net income	$	49,130	$	39,946	$	80,005	$	79,930
Amortization of customer and trade name intangibles	18,366		13,604		36,774		28,318
Depreciation and amortization included in cost of revenues, sales and marketing expense, general and administrative expense, and research and development expense	19,359		23,820		39,124		46,887
Interest expense	5,566		5,066		11,894		8,747
Income tax provision	7,000		10,813		14,667		22,258
EBITDA	$	99,421	$	93,249	$	182,464	$	186,139
Share-based compensation expense	26,028		25,800		53,924		51,079
Acquisition-related costs	50		—		72		1,031
Lease restructuring costs and other asset write-offs	—		—		1,545		—
Adjusted EBITDA	$	125,499	$	119,049	$	238,005	$	238,249
	Three months ended June 30,				Six months ended June 30,
---	---	---	---	---	---	---	---	---
Reconciliation of free cash flow	2023		2022		2023		2022
Net cash provided by operating activities	$	(19,184)	$	76,679	$	55,525	$	130,220
Less: additions to property and equipment	(4,350)		(8,178)		(6,370)		(12,757)
Less: capitalized software development	(9,674)		(8,516)		(18,753)		(16,463)
Free cash flow	$	(33,208)	$	59,985	$	30,402	$	101,000

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

(Unaudited)

	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	118,764	$	173,857
Accounts receivable, net	638,726		577,257
Short-term investments	19,100		37,030
Prepaid expenses and other current assets	80,290		59,098
Total current assets	856,880		847,242
Accounts receivable, long-term portion	8,310		8,271
Operating lease right-of-use assets	46,824		50,989
Property and equipment, net	165,721		172,786
Other assets:
Software development costs, net	61,228		48,189
Goodwill	2,489,084		2,489,308
Other intangibles, net	948,990		1,002,164
Non-current investments	10,116		18,508
Other non-current assets	48,396		49,960
Total assets	$	4,635,549	$	4,687,417
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	245,091	$	236,754
Operating lease liabilities	11,381		10,736
Current income tax payable	1,905		43,667
Deferred revenue	565,840		568,538
Current portion of term loans	30,000		30,000
Total current liabilities	854,217		889,695
Term loans	243,729		362,905
Convertible senior notes due 2026, net	595,345		594,484
Deferred revenue, long-term	1,164		2,037
Deferred income taxes	109,247		148,891
Operating lease liabilities, long-term	44,483		48,049
Other long-term liabilities	19,113		16,967
Total liabilities	1,867,298		2,063,028
Shareholders' equity	$	2,768,251	$	2,624,389
Total liabilities and shareholders' equity	$	4,635,549	$	4,687,417

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Cash flows from operating activities:
Net income	$	49,130	$	39,946	$	80,005	$	79,930
Adjustments to reconcile net income to cash<br>    provided by operations:
Depreciation and amortization	37,636		37,717		75,748		75,866
Gains from sale of investments	2		2		2		(53)
Share-based compensation expense	26,028		25,800		53,924		51,079
Operating lease right-of-use assets expense	2,765		2,022		6,569		5,104
Deferred income tax benefit	(21,109)		(9,698)		(39,665)		(19,136)
Other	(54)		—		445		—
Changes in operating assets and liabilities,<br>      exclusive of effects of acquired companies	(113,582)		(19,110)		(121,503)		(62,570)
Net cash (used) provided by operating activities	(19,184)		76,679		55,525		130,220
Cash flows from investing activities:
Additions to property and equipment	(4,350)		(8,178)		(6,370)		(12,757)
Purchase of marketable security investments	—		—		(10,617)		(4,592)
Proceeds and maturities from marketable security investments	14,132		17,923		37,107		40,595
Investment in software development	(9,674)		(8,516)		(18,753)		(16,463)
Cost of acquisitions, net of cash acquired	—		(615)		(1,875)		(117,313)
Other	—		181		16		152
Net cash provided (used) by investing activities	108		795		(492)		(110,378)
Cash flows from financing activities:
Payment on term loans	—		(60,000)		(120,000)		(80,000)
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement	2,281		(12,152)		2,123		(4,107)
Contributions from employee stock purchase plan	4,714		4,478		7,751		8,156
Net cash provided (used) by financing activities	6,995		(67,674)		(110,126)		(75,951)
Net (decrease) increase in cash and cash equivalents	(12,081)		9,800		(55,093)		(56,109)
Cash and cash equivalents at beginning of period	130,845		243,262		173,857		309,171
Cash and cash equivalents at end of period	$	118,764	$	253,062	$	118,764	$	253,062