1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (x) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 1999 OR ( ) 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 (I.R.S. employer identification no.) incorporation or organization) 2800 WEST MOCKINGBIRD LANE DALLAS, TEXAS 75235 (Address of principal executive offices) (Zip code) (214) 902-5086 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report.) 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. Yes X No ----- ----- Number of shares of common stock of registrant outstanding at November 10, 1999: 42,806,211 1
2 TYLER TECHNOLOGIES, INC. AND SUBSIDIARIES INDEX <TABLE> <CAPTION> Page No. -------- <S> <C> Part I - Financial Information (Unaudited) Item 1. Financial Statements Condensed Consolidated Balance Sheets ......................................... 3 Condensed Consolidated Statements of Income ................................... 5 Condensed Consolidated Statements of Cash Flows................................ 6 Notes to Condensed Consolidated Financial Statements .......................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................................... 17 Part II - Other Information Item 1. Legal Proceedings ............................................................. 25 Item 6. Exhibits and Reports on Form 8-K............................................... 25 Signatures ...................................................................................... 25 Exhibits ........................................................................................ 26 </TABLE> 2
3 PART I FINANCIAL INFORMATION Item 1 Financial Statements TYLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value and number of shares) <TABLE> <CAPTION> September 30, December 31, 1999 1998 ------------ ------------ (Unaudited) <S> <C> <C> ASSETS Current assets Cash and cash equivalents $ 1,678 $ 1,558 Accounts receivable (less allowance for losses of $968 and $531 at 9/30/99 and 12/31/98, respectively) 30,515 14,500 Income taxes receivable -- 1,308 Prepaid expenses and other current assets 3,976 1,374 Current notes receivable 1,377 -- Deferred income taxes 1,434 1,061 Net assets of discontinued operations -- 12,752 ------------ ------------ Total current assets 38,980 32,553 Net assets of discontinued operations -- 2,848 Property and equipment, net 17,485 14,147 Other assets Goodwill and other intangibles, net 145,948 95,996 Investment in affiliate, at equity 13,630 -- Non-current notes receivable 9,808 -- Other receivables 2,844 3,612 Sundry 950 938 ------------ ------------ $ 229,645 $ 150,094 ============ ============ </TABLE> See accompanying notes. 3
4 TYLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) (In thousands, except par value and number of shares) <TABLE> <CAPTION> September 30, December 31, 1999 1998 --------------- --------------- (Unaudited) <S> <C> <C> LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable $ 3,562 $ 1,190 Accrued liabilities 9,431 5,152 Current portion of long-term debt 3,551 1,876 Deferred revenue 19,941 10,148 Income taxes payable 1,262 -- --------------- --------------- Total current liabilities 37,747 18,366 Long-term debt, less current portion 54,381 37,189 Other liabilities 5,392 7,273 Deferred income taxes 11,467 10,920 Commitments and contingencies Shareholders' equity Preferred stock, $10.00 par value, 1,000,000 shares authorized, none issued -- -- Common stock ($.01 par value, 100,000,000 shares authorized; 43,224,693 and 35,913,313 shares issued at 9/30/99 and 12/31/98, respectively) 431 359 Capital surplus 145,403 103,985 Accumulated deficit (19,019) (21,791) --------------- --------------- 126,815 82,553 Less treasury shares, at cost: (1,418,482 and 1,423,482 shares at 9/30/99 and 12/31/98, respectively) 6,157 6,207 --------------- --------------- Total shareholders' equity 120,658 76,346 --------------- --------------- $ 229,645 $ 150,094 =============== =============== </TABLE> See accompanying notes. 4
5 TYLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited) <TABLE> <CAPTION> Three months ended Nine months ended September 30, September 30, ---------------------------- ---------------------------- 1999 1998 1999 1998 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Net revenues $ 29,502 $ 16,035 $ 78,609 $ 32,836 Cost of revenues 13,614 7,751 36,092 15,931 ------------ ------------ ------------ ------------ Gross profit 15,888 8,284 42,517 16,905 Selling, general and administrative 9,824 4,705 24,941 9,433 Amortization of intangibles 2,419 861 5,067 1,983 ------------ ------------ ------------ ------------ Operating income 3,645 2,718 12,509 5,489 Interest expense 1,148 592 3,087 1,389 Interest income (192) (10) (473) (146) ------------ ------------ ------------ ------------ Income before equity in loss 2,689 2,136 9,895 4,246 Equity in net loss of affiliate (378) -- (378) -- ------------ ------------ ------------ ------------ Income before provision for income taxes 2,311 2,136 9,517 4,246 Provision for income taxes 1,159 1,049 4,798 2,019 ------------ ------------ ------------ ------------ Income from continuing operations 1,152 1,087 4,719 2,227 Discontinued operations: Loss from operations of discontinued operations, after income taxes (602) (178) (1,382) (247) Gain (loss) on disposals of discontinued operations -- -- (565) 375 ------------ ------------ ------------ ------------ Net income $ 550 $ 909 $ 2,772 $ 2,355 ============ ============ ============ ============ Basic earnings (loss) per common share: Continuing operations $ 0.03 $ 0.03 $ 0.12 $ 0.07 Discontinued operations (0.02) -- (0.05) -- ------------ ------------ ------------ ------------ Net earnings per common share $ 0.01 $ 0.03 $ 0.07 $ 0.07 ============ ============ ============ ============ Diluted earnings (loss) per common share: Continuing operations $ 0.03 $ 0.03 $ 0.12 $ 0.07 Discontinued operations (0.02) -- (0.05) -- ------------ ------------ ------------ ------------ Net earnings per common share $ 0.01 $ 0.03 $ 0.07 $ 0.07 ------------ ------------ ------------ ------------ Weighted average outstanding common shares: Basic 40,541 34,413 37,960 31,979 Diluted 42,074 36,226 39,336 33,739 </TABLE> See accompanying notes. 5
6 TYLER TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) <TABLE> <CAPTION> Nine Months Ended September 30, ------------------------------- 1999 1998 ------------ ------------ <S> <C> <C> Cash flows from operating activities Net income $ 2,772 $ 2,355 Adjustments to reconcile net income to net cash provided by operating activities: Equity in net loss of affiliate 378 -- Depreciation and amortization 7,599 3,257 Deferred income taxes (973) (777) Discontinued operations - non-cash charges and changes in operating assets and liabilities (1,778) (1,024) Changes in operating assets and liabilities, net of effects of acquired companies and discontinued operations (6,748) (1,965) ------------ ------------ Net cash provided by operating activities 1,250 1,846 ------------ ------------ Cash flows from investing activities Additions to property and equipment (2,518) (1,995) Cost of acquisitions, net of cash acquired (22,491) (34,218) Investment in database and other software development costs (3,791) -- Investing activities of discontinued operations (534) (1,092) Net proceeds from disposal of discontinued operations 15,116 2,628 Issuance of notes receivable (1,200) -- Other (189) (869) ------------ ------------ Net cash used by investing activities (15,607) (35,546) ------------ ------------ Cash flows from financing activities Net borrowings on revolving credit facilities 17,314 30,810 Payments on notes payable (1,892) (4,111) Sale of treasury shares to employee benefit plan 19 209 Payments of principal on capital lease obligations (864) (235) Debt issuance costs (100) (313) ------------ ------------ Net cash provided by financing activities 14,477 26,360 ------------ ------------ Net increase(decrease) in cash and cash equivalents 120 (7,340) Cash and cash equivalents at beginning of period 1,558 8,364 ------------ ------------ Cash and cash equivalents at end of period $ 1,678 $ 1,024 ============ ============ </TABLE> See accompanying notes. 6
7 Tyler Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) (Tables in thousands, except per share data) (1) Basis of Presentation On May 19, 1999, the shareholders of the Company voted to approve the change of the Company's name from Tyler Corporation to Tyler Technologies, Inc. The accompanying unaudited information for Tyler Technologies, Inc. ("Tyler" or the "Company") includes all adjustments which are, in the opinion of the Company's management, of a normal or recurring nature and necessary for a fair summarized presentation of the condensed consolidated balance sheet at September 30, 1999, and the condensed consolidated results of operations and statement of cash flows for the periods presented. Such financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. The consolidated results of operations for interim periods may not necessarily be indicative of the results of operations for any other interim period or for the full year and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1998. Certain prior year amounts have been reclassified to conform to the current year presentation. The Company sold Forest City Auto Parts Company ("Forest City") in March 1999. Accordingly, the prior year's financial statements have been restated to reflect Forest City as discontinued operations. (2) Acquisitions The Company acquired the entities described below in transactions which were accounted for by the purchase method of accounting and financed the cash portion of the consideration utilizing funds available under its bank credit agreement. Results of operations of the acquired entities are included in the Company's condensed consolidated financial statements from their respective dates of acquisition. On February 19, 1998, the Company completed the purchases of Business Resources Corporation ("Resources"), The Software Group, Inc. ("TSG") and Interactive Computer Designs, Inc. ("INCODE"). These acquisitions represent the implementation of Tyler's previously announced strategy to build a nationally integrated information management services, systems, database and outsourcing company initially serving local and municipal governments. Resources, TSG and INCODE provide information management solutions to county governments and cities, principally located in the Southwestern United States. The purchase price for each acquired company consisted of the following: (i) Resources - 10.0 million shares of Tyler common stock and approximately $28.0 million of cash and assumed debt; (ii) TSG - 2.0 million shares of Tyler common stock and approximately $12.0 million of cash; and (iii) INCODE - 225,000 shares of Tyler common stock and approximately $1.3 million of cash. The purchase price has been allocated to the assets (including identifiable intangible assets such as title plant, workforce, customer lists and software) and liabilities of each company based on their respective fair values. The purchase price exceeded the estimated fair value of each company's respective net identifiable assets by approximately $45.9 million, $14.1 million and $2.5 million for Resources, TSG and INCODE, respectively, and the excess has been assigned to goodwill. The purchase price for Resources does not include certain potential additional consideration, as the contingencies regarding such additional consideration are not presently determinable beyond reasonable doubt. On June 5, 1998, the Company acquired a line of document management software and related customer installations and service contracts from the Business Imaging Systems division of Eastman Kodak Company for $3.6 million in cash and $1.9 million in assumed liabilities. The excess purchase price over the estimated fair values of the net identifiable assets acquired was approximately $5.6 million and has been recorded as goodwill. 7
8 On July 1, 1998, the Company completed the purchases of CompactData Solutions, Inc. ("CompactData") and Ram Quest Software, Inc. ("Ram Quest"). CompactData specializes in building and marketing large-scale databases comprised of public record information, such as property appraisals, motor vehicle registrations, drivers licenses and criminal and civil court case records. Ram Quest is a producer of advanced software for title companies, which provides automation solutions for the closing, title plant management and imaging needs of its customers. Ram Quest has installed software systems with customers throughout Texas. Ram Quest and CompactData operate as units of the Company's Resources subsidiary. The purchase price for CompactData and Ram Quest totaled approximately $2.3 million, comprised of approximately $1.0 million in cash and assumed debt and 145,000 shares of Tyler common stock. The excess purchase price over the estimated fair values of the net identifiable assets acquired was $2.1 million and has been recorded as goodwill. Effective August 1, 1998, the Company completed the purchase of Computer Management Services, Inc. ("CMS") for approximately $1.2 million in cash and 228,000 shares of Tyler common stock. CMS provides integrated information management systems and services to cities and counties throughout Iowa, Minnesota, Missouri, South Dakota, Illinois, Wisconsin and other states, primarily in the upper Midwest. The excess purchase price over the estimated fair value of the net identifiable assets acquired was approximately $1.1 million and has been recorded as goodwill. Effective March 1, 1999, the Company acquired Eagle Computer Systems, Inc. ("Eagle") for approximately 1.1 million shares of Tyler common stock and $5.0 million in cash. Eagle is a leading supplier of networked computing solutions for county governments in 14 states, primarily in the western United States. In addition, Eagle provides hardware, data conversion, site planning, training and ongoing support to its customers. The excess purchase price over the preliminary estimated fair value of net identifiable assets acquired was approximately $10.8 million and has been recorded as goodwill. Effective April 1, 1999, the Company completed its acquisition of Micro Arizala Systems, Inc. d/b/a FundBalance ("FundBalance") a company which develops and markets fund accounting software and other applications for state and local governments, not-for-profit organizations and cemeteries. The Company acquired all of the outstanding common stock of FundBalance for approximately 356,000 shares of Tyler common stock. The excess purchase price over the preliminary estimated fair value of net identifiable assets acquired was approximately $1.7 million and has been recorded as goodwill. On April 19, 1999, the Company acquired Process Incorporated d/b/a Computer Center Software ("MUNIS") which designs and develops integrated financial and land management information systems for counties, cities, schools and not-for-profit organizations. MUNIS provides software solutions to customers primarily located throughout the northeast and southeast United States. The purchase price was approximately $16.3 million in cash and 2.7 million shares of Tyler common stock. The excess purchase price over the preliminary estimated fair value of net identifiable assets acquired was $29.2 million and has been recorded as goodwill. Effective May 1, 1999, the Company acquired Gemini Systems, Inc. ("Gemini") for a combination of approximately $1.2 million in cash and promissory notes and 700,000 shares of Tyler common stock. Gemini develops and markets software products for municipal governments and utilities which are installed at locations in 34 states, with a majority of those installations in New England. The excess purchase price over the preliminary estimated fair value of net identifiable assets acquired was approximately $5.8 million and has been recorded as goodwill. On July 16, 1999, the Company acquired Pacific Data Technologies, Inc. ("Pacific Data") for 175,000 shares of Tyler common stock. Pacific Data is a developer of software and systems that automate and manage real estate records for Internet delivery. The excess purchase price over the preliminary estimated fair value of net identifiable assets acquired was approximately $1.0 million and has been recorded as goodwill. During 1999 and 1998, the Company also made other acquisitions which are immaterial. 8
9 The following unaudited pro forma information presents the consolidated results of operations as if all of the Company's acquisitions occurred on January 1, 1998, after giving effect to certain adjustments, including amortization of intangibles, interest and income tax effects. The pro forma information does not purport to represent what the Company's results of operations actually would have been had such transactions or events occurred on the dates specified, or to project the Company's results of operations for any future period. <TABLE> <CAPTION> Nine months ended September 30, ------------------------------- 1999 1998 ------------ ------------ <S> <C> <C> Revenues ......................................... $ 87,339 $ 62,234 Income from continuing operations ................ 5,039 779 Net income ....................................... 3,092 1,050 Earnings per diluted common share ................ $ .08 $ .03 </TABLE> In connection with the acquisitions of Eagle, FundBalance, MUNIS, Gemini and Pacific Data, the purchase price has been allocated to the net assets acquired based primarily on information furnished by management of the acquired companies. The final allocation of the respective purchase prices will be determined in a reasonable time and will be based on a complete evaluation of the assets acquired and liabilities assumed. Accordingly, the information presented herein may differ from the final purchase price allocation. (3) Investment in H.T.E., Inc. On August 17, 1999, Tyler and two shareholders of H.T.E., Inc. ("HTE") entered into an agreement in which Tyler would exchange its shares of common stock for shares of common stock of HTE. The agreement provides for the exchange of approximately 4.7 million unregistered shares of HTE for approximately 2.3 million unregistered shares of Tyler. In addition, the agreement provides both the buyer and the seller with put options and call options in which either party can require the other party to exchange an additional 968,952 unregistered shares of HTE for 484,476 unregistered shares of Tyler common stock. On August 19, 1999, the initial exchange of shares occurred and the investment was recorded at approximately $14.0 million. This exchange resulted in Tyler owning approximately 27% of the outstanding common stock of HTE. As of September 30, 1999 the options for additional shares have not been exercised by either party. The quoted market price of HTE was $2.06 per share on September 30, 1999. Florida state corporation law restricts the voting rights of "control shares" acquired by a third party in certain types of acquisitions, which restrictions may be removed by a vote of the shareholders. Management of Tyler believes it currently has the right to vote all shares it owns up to at least 20% of the outstanding shares. The Company accounts for its investment in HTE using the equity method of accounting. Under the equity method, the original investment is recorded at cost and is adjusted periodically to recognize the investor's share of earnings or losses after the date of acquisition. The Company's investment in HTE includes unamortized excess of the Company's investment over its equity in the net assets of HTE. This excess is being amortized on a straight-line basis over the estimated economic useful life. In addition, any loss in value of an investment which is other than a temporary decline would also be charged to earnings. HTE reported a net loss of approximately $5.5 million for the three months ended September 30, 1999, which includes approximately $3.2 million, net of tax, related to write-offs of software development costs, certain accounts receivables and employee-termination benefits that were recorded by HTE as a result of a recent 9
10 change in management. These costs were considered pre-acquisition costs by Tyler in determining its share of HTE's loss from the date of acquisition. Accordingly, the Company recorded its equity in loss of affiliate of $378,000, net of income tax effect, since the date of acquisition of its investment in HTE for the three months ended September 30, 1999. (4) Commitments and Contingencies As discussed in Note 13 of the Notes to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998, the Company, through certain of its subsidiaries, is involved in various environmental claims and claims for work-related injuries and physical conditions arising from a formerly-owned subsidiary that was sold in December 1995. The New Jersey Department of Environmental Protection and Energy ("NJDEPE") has alleged that a site where a former affiliate of Tyler Pipe Industries, Inc. (a wholly-owned subsidiary of the Company known as TPI of Texas, Inc. ("TPI")), Jersey-Tyler Foundry Company ("Jersey-Tyler"), once operated a foundry contains lead and possible other priority pollutant metals and may need on-site and off-site remediation. The site was used for foundry operations from the early part of this century to 1969 when it was acquired by Jersey-Tyler. Jersey-Tyler operated the foundry from 1969 to 1976, at which time the foundry was closed. In 1976, Jersey-Tyler sold the property to other persons who have operated a salvage yard on the site. NJDEPE agreed for TPI to conduct a feasibility study to assess remediation options and propose a remedy for the site and the impacted areas. This study was completed and submitted to the NJDEPE in March 1999. TPI has not agreed to commit to further action at this time. TPI never held title to the site and denies liability. Between 1968 and December 1995, TPI owned and operated a foundry in Swan, Texas. Since February 1997, more than 300 former employees of TPI have filed a series of lawsuits against TPI, Swan Transportation Company ("Swan"), another wholly-owned subsidiary of the Company, and, in some instances, Tyler as the parent corporation of Swan and/or TPI. The plaintiffs allege that they were exposed to silica, asbestos and/or other industrial dusts during their employment at TPI and seek to recover money damages for personal injuries they allegedly suffered as a result. Although TPI is a defendant in some of these cases, applicable workers' compensation laws bar recovery against TPI by almost all of the plaintiffs. Swan and Tyler have been sued under various theories to try to avoid these workers compensation bars to recovery against TPI, including causes of action against Swan and Tyler based upon "good samaritan" theories, i.e., that they exercised control over the safety programs of TPI and negligently performed those responsibilities. The major suppliers of asbestos, sand, and industrial respirator devices also have been sued as co-defendants in most of these cases under product liability theories of recovery. The Company has undertaken vigorous defense of these claims. The ultimate outcome of this litigation is uncertain and depends primarily upon a successful defense by Swan and Tyler that neither of them undertook "good samaritan" responsibility for the safety programs of TPI and, if "good samaritan" responsibility were undertaken, they were not negligent in their performance of those responsibilities. In addition, TPI, Swan and Tyler intend to contest the nature of and severity of the injuries alleged and the causal relationship with their employment by TPI. Since little discovery has taken place with respect to the individual plaintiffs' alleged injuries, the Company lacks sufficient information upon which judgments can be made as to the validity and ultimate disposition of the individual claims if the defenses to the "good samaritan" causes of action against Swan and Tyler are unsuccessful and the workers' compensation bars to recovery are not enforced, or the extent to which judgments, if any, in favor of plaintiffs would be covered by insurance. The Company initially provides for estimated claim settlement costs when minimum levels can be reasonably estimated. If the best estimate of claim costs can only be identified within a range and no specific amount within that range can be determined more likely than any other amount within the range, the minimum of the range is accrued. Based on an assessment of claims and contingent claims that may result in future litigation involving TPI, a reserve for the minimum amount of $2.0 million for claim settlements was 10
11 recorded in 1996. Legal and related professional services costs to defend litigation of this nature have been expensed as incurred. During 1999, the Company has paid a total of approximately $2.6 million in claim settlements and in legal and related defense costs on these cases, of which a total of approximately $1.6 million was paid during the three months ended September 30, 1999. The remaining reserve for settlements was approximately $1.0 million at September 30, 1999. While the Company plans to defend the above mentioned litigation vigorously, it is reasonably possible that the amounts recorded as liabilities for TPI related matters could change in the near term by amounts that would be material to the consolidated financial statements. The Company currently estimates that the ultimate liability for these claims, excluding the legal and other costs incurred to defend against the claims, may range as low as $1.0 million if it is successful in the defense of the "good samaritan" causes of action, to as high as $6.0 million if that defense is unsuccessful, in each case net of insurance recoveries. Other than ordinary course, routine litigation incidental to the business of the Company and except as described herein, there are no other material legal proceedings pending to which the Company or its subsidiaries are parties or to which any of its properties are subject. In the opinion of management, the ultimate liability, if any, resulting from these ordinary course, routine contingencies will not have a material adverse effect on the Company's consolidated results of operations or financial condition. (5) Revenue Recognition The Company's information software systems and services segment derives revenue from software licenses, postcontract customer support ("PCS"), and services. PCS includes telephone support, bug fixes, and rights to upgrade on a when-and-if available basis. Services 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, the Company allocates the total arrangement fee among each deliverable based on the relative fair value of each of the deliverables as determined based on vendor-specific objective evidence. In October 1997, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") 97-2, Software Revenue Recognition, which supersedes SOP 91-1. The Company was required to adopt SOP 97-2 for software transactions entered into beginning January 1, 1998. The Company recognizes revenue in accordance with SOP 97-2, as amended, as follows: Software Licenses - The Company recognizes the revenue allocable to software licenses and specified upgrades upon delivery and installation of the software product or upgrade to the end user, unless the fee is not fixed or determinable or collectibility is not probable. If the fee is not fixed or determinable, revenue is 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 functionality of other elements of the arrangement. A majority of the Company's software arrangements involve off-the-shelf software and the other elements that are not considered essential to the functionality of the software. For those software arrangements in which services are not considered essential, the software license fee is recognized as revenue after delivery and installation have occurred, customer acceptance is reasonably assured and the license fee is substantially billable. Software Services - When software services are considered essential, revenue under the entire arrangement is 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 the services are performed. Computer Hardware Equipment - Revenue allocable to equipment based on vendor specific evidence of fair value is recognized when the equipment is delivered and collection is probable. 11
12 Postcontract Customer Support - PCS agreements are generally entered into in connection with initial license sales and subsequent renewals. 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. Contract Accounting - For arrangements that include customization or modification of the software, or where software services are otherwise considered essential, revenue is recognized using contract accounting. Revenue from these software arrangements is recognized on a percentage-of-completion method with progress-to-completion measured based primarily upon labor hours incurred. Deferred revenue consists primarily of payments received in advance of revenue being earned under software licensing, software and hardware installation, support and maintenance contracts. Through its information and property records services segment, the Company provides computerized indexing and imaging of real property records, records management and micrographic reproduction, as well as information management outsourcing and professional services required by county and local government units and agencies and provides title plant update services to title companies. The Company recognizes service revenue when services are performed and equipment sales when the products are shipped. Title Plants - Sales of copies of title plants are usually made under long-term installment contracts. The contract with the customer is generally bundled with a long-term title plant update service arrangement. The contractual amount ascribed to the sale aspect of the arrangement is based on vendor specific evidence of fair value. The revenue resulting from the sale of copies of title plants is recognized currently by discounting future payments to reflect present values. Such amounts have been recognized currently because legal ownership has passed, delivery has occurred, no significant continuing obligations remain, and collection is considered probable. The Company also receives royalty revenue relating to the current activities of two former subsidiaries of Resources. Royalty revenue is recognized as earned upon receipt of royalty payments. (6) Discontinued Operations On March 26, 1999, the Company sold all of the outstanding common stock of Forest City to HalArt, L.L.C. ("HalArt") for approximately $24.5 million. Proceeds consisted of $12.0 million in cash, $3.8 million in a short-term secured promissory note, $3.2 million in senior secured subordinated notes and $5.5 million in preferred stock. The short-term secured promissory note was fully paid in July 1999. The senior secured subordinated notes carry interest rates ranging between 6% to 8%, become due in March 2002, and are secured by a second lien on Forest City inventory and real estate. The preferred stock will be mandatorily redeemable March 2006. Both the subordinated notes and the preferred stock are subject to partial or whole redemption upon the occurrences of specified events. In determining the loss on the disposal of the business, the subordinated notes were valued using present value techniques. As discussed in Note 11, the $3.2 million in senior secured subordinated notes were assigned without recourse to Day & Zimmermann L.L.C. on November 4, 1999 in connection with an acquisition. Because the redemption of the preferred stock is highly dependent upon future operations of the buyer and due to its extended repayment terms, the Company is unable to estimate the degree of recoverability. Accordingly, the Company will record the value of the preferred stock as cash is received. The Company estimated the loss on the disposal of Forest City to be $8.9 million which was recorded in the fourth quarter of 1998. The estimated loss included anticipated operating losses from the measurement date of December 1998 to the date of disposal and associated transaction costs. The Company recorded an additional loss during the three months ended March 31, 1999 of $565,000 (net of taxes of $364,000) to reflect adjusted estimated transaction costs and funded operating losses. 12
13 The purchase agreement provides for an adjustment to the purchase price depending upon the ultimate balance of net assets transferred to the buyer and for the settlement in cash for levels of cash and cash equivalents above or below a prescribed level, as of the closing date. Subsequent to the closing, the Company submitted its computation of the purchase price adjustment receivable from HalArt and such amount has neither been approved nor paid by HalArt. At September 30, 1999, the estimate of this adjustment has been included in current notes receivable in the accompanying condensed consolidated balance sheet. The ultimate amount of the settlement, if any, may vary materially from the amount reflected in the accompanying condensed consolidated financial statements. The net assets of discontinued operations at December 31, 1998 consisted principally of working capital (including accounts receivable, inventories, accounts payable and accrued liabilities), property and equipment of Forest City. Net sales of discontinued operations for the three months and nine months ended September 30, 1998 were $19.7 million and $ 59.5 million, respectively. Results of discontinued operations include external interest expense on debt associated with discontinued operations for the three months and nine months ended September 30, 1998, of $104,000 and $239,000, respectively. Income tax benefit of $134,000 and $192,000 has been provided on discontinued operations in the three and nine months ended September 30, 1998, respectively, based on the income tax resulting from inclusion of the discontinued segment in the Company's consolidated federal income tax return. The Company has estimated a $4.6 million capital loss for tax purposes on the sale of Forest City. No tax benefit has been recorded for this capital loss since realization of the capital loss is not assured. (7) Sale of Copies of Title Plants During the three and nine months ended September 30, 1999, the Company entered into a series of title services agreements with certain of its customers. Each of the contracts included the sale of copies of title plants in a three county area combined with five and ten year title plant update service arrangements for the provision of title plant indices and document retrieval services. Revenue recognized in connection with the sales of copies of the title plants for the three and nine months ended September 30, 1999 was $2.1 million and $5.7 million, respectively. Approximately $5.1 million has been classified in the accompanying condensed consolidated balance sheet at September 30, 1999 as non-current notes receivable at their discounted present values. (8) CPS Systems, Inc. Note Receivable In March 1999, the Company entered into a merger agreement pursuant to which the Company contemplated the acquisition of all of the outstanding common stock of CPS Systems, Inc. ("CPS"). In connection with that agreement, Tyler provided CPS with bridge financing of $1.0 million in the form of a note secured by a second lien on substantially all of the assets of CPS, including accounts receivable, inventory, intangibles, equipment and intellectual property. The note bears interest at 2% over the prime rate and was due on October 30, 1999. In June 1999, Tyler provided notice to CPS that it was exercising its right to terminate the merger agreement. Although the original agreement was terminated, Tyler and CPS announced that negotiations would continue to find an alternative structure for the transaction. In August 1999, Tyler provided an additional $200,000 of bridge financing, due October 31, 1999, on terms similar to the original note. At September 30, 1999, Tyler had notes of approximately $1.2 million which had not been paid as of their respective due dates. Management of Tyler continues to negotiate with management of CPS regarding certain matters, including the repayment of amounts due under the note agreements as well as the acquisition of assets of CPS. There can be no assurance that Tyler will be able to successfully acquire the assets of CPS and on terms favorable to Tyler, or that the Board of Directors, creditors, and shareholders of CPS and other regulatory bodies will agree to any such acquisition and the related terms. Accordingly, since management of Tyler is continuing its negotiations to acquire CPS and for the amounts due under the notes to consist of partial consideration for such acquisition, management believes there is no impairment 13
14 of the notes but has classified the notes as long-term assets in the accompanying condensed consolidated balance sheet at September 30, 1999. (9) Earnings Per Share Basic earnings per share of common stock is computed by dividing net income by the weighted-average number of Tyler common shares outstanding during the period. Diluted earnings per share is calculated in the same manner as basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding assuming the exercise of all employee stock options and a warrant to purchase common stock that would have had a dilutive effect on earnings per share. Options to purchase 1,626,797 shares of common stock at exercise prices ranging from $5.81 to $10.94 in 1999 and options to purchase 100,000 shares of common stock at exercise prices ranging from $10.19 to $10.94 in 1998 were outstanding but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares and, therefore, the effect would have been antidilutive. The following table reconciles the numerators and denominators used in the calculation of basic and diluted earnings per share for each of the periods presented: <TABLE> <CAPTION> Three months ended Nine months ended September 30, September 30, --------------------------- --------------------------- 1999 1998 1999 1998 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Numerators for basic and diluted earnings per share: Income from continuing operations ..................... $ 1,152 $ 1,087 $ 4,719 $ 2,227 ============ ============ ============ ============ Denominator: Denominator for basic earnings per share- Weighted-average outstanding common shares ............ 40,541 34,413 37,960 31,979 Effect of dilutive securities: Employee stock options ................................ 390 380 282 363 Warrant ............................................... 1,143 1,433 1,094 1,397 ------------ ------------ ------------ ------------ Dilutive potential common shares ........................ 1,533 1,813 1,376 1,760 ------------ ------------ ------------ ------------ Denominator for diluted earnings per share- Adjusted weighted-average outstanding common shares and assumed conversion .................. 42,074 36,226 39,336 33,739 ============ ============ ============ ============ Basic earnings per share from continuing operations ............................................ $ .03 $ .03 $ .12 $ . 07 ============ ============ ============ ============ Diluted earnings per share from continuing operations ............................................ $ .03 $ .03 $ .12 $ .07 ============ ============ ============ ============ </TABLE> (10) Comprehensive Income In June 1997, SFAS No. 130, Reporting Comprehensive Income, was issued and was adopted by the Company in 1998. SFAS No. 130 establishes standards for reporting and displaying comprehensive income and its components in an annual financial statement that is displayed with the same prominence as other annual financial statements. The statement also requires the accumulated balance of other comprehensive income to be displayed separately from retained earnings and additional paid-in capital in the equity section of the statement of financial position. Comprehensive income and net income was the same for all periods presented and there were no additional components of comprehensive income requiring separate display in the statement of financial position. (11) Subsequent events On November 4, 1999, the Company acquired selected assets and assumed selected liabilities of Cole Layer Trumble Company, a division of Day & Zimmermann L.L.C., in an asset purchase agreement with an effective date of October 29, 1999. The Company paid $3.0 million in cash, issued 1.0 million 14
15 restricted shares of Tyler common stock, assigned without recourse certain senior subordinated secured promissory notes due March 26, 2002 of Forest City Auto Parts Company with an aggregate face amount of $3.2 million, and issued a price protection on the sale of the Company's common stock which expires no later than November 4, 2001. The price protection is equal to the difference between the actual sale proceeds of the Tyler common stock and $6.50 on a per share basis, but is limited to $3.0 million and can be reduced under certain circumstances subject to certain post-closing adjustments. In addition, the Company is obligated to purchase any billed receivables not collected within 90 days of closing, and the Company can receive or pay certain amounts on a post-closing basis based upon the balance of billed receivables and net liabilities assumed at closing. In October 1999, the Company entered into a three-year revolving credit agreement with a group of banks ("Senior Credit Facility") in an amount not to exceed $80 million. Borrowings under the Senior Credit Facility bear interest at either the bank's prime rate plus a margin of .25% to 1.25% or the London Interbank Offered Rate plus a margin of 2.25% to 3.25%, depending on the Company's ratio of indebtedness to earnings before interest, taxes, depreciation and amortization. The Senior Credit Facility replaced the Company's previous $50 million revolving credit facility ("Prior Facility"). As of October 6, 1999 (the date of funding), the Company had outstanding borrowings and letters of credit of $52.0 million and available borrowing capacity of $28.0 million under the Senior Credit Facility. The effective average interest rate for the borrowings under the Prior Facility was approximately 7.6% and 7.3% for the three and nine months ended September 30, 1999, respectively. The Senior Credit Facility is secured by substantially all of the Company's real and personal property and a pledge of the common stock of present and future significant operating subsidiaries. The Senior Credit Facility is also guaranteed by such subsidiaries. Under the terms of the Senior Credit Facility, the Company is required to maintain certain financial ratios and other financial conditions. The Senior Credit Facility also prohibits the Company from making certain investments, advances or loans and restricts substantial asset sales, capital expenditures and cash dividends. Under the terms of the Senior Credit Facility the Company has the ability to increase the facility to $100 million subject to the participation of additional new lenders. (12) Segment and Related Information As of January 1, 1998, the Company has adopted SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, which requires segment information to be reported using a management approach. This management approach is based on reporting segment information the way management organizes segments within the enterprise for making operating decisions and assessing performance. The Company has two reportable segments: information and property records services and information software systems and services. The largest component of the information and property records services business is the computerized indexing and imaging of real property records maintained by county clerks and recorders, in addition to the provision of other information management outsourcing services, records management, micrographic reproduction and title plant update services and sales of copies of title plants to title companies. The information software systems and services segment provides municipal and county governments with software systems and related services to meet their information technology and automation needs. In addition, corporate activities are included as "Other". The Company evaluates performance based on several factors, of which the primary financial measure is business segment operating income. The Company defines segment operating income as income before noncash amortization of intangible assets associated with their acquisition by Tyler, interest expense, non-recurring items and income taxes. The accounting policies of the reportable segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. There were no intersegment transactions, thus no eliminations are necessary. The Company's reportable segments are strategic business units that offer different products and services. They are separately managed as each business requires different marketing and distribution strategies. The Company derives a majority of its revenue from external domestic customers. The information and property records services segment conducts minor operations in Germany, which are not significant and are not subsequently disclosed. 15
16 Summarized financial information concerning the Company's reportable segments is set forth below based on the nature of the products and services offered: <TABLE> <CAPTION> 1999 ---------------------------------------------------------------------------------------------- Information & Property Information Records Software Continuing Services Systems Other Operations ---------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Assets as of September 30 ... $ 102,103 $ 102,563 $ 24,979 $ 229,645 Revenues for the periods ended September 30: Three months .............. $ 10,923 $ 18,579 $ -- $ 29,502 Nine months ............... $ 32,339 $ 46,270 $ -- $ 78,609 Segment profit (loss) for the periods ended September 30: Three months .............. $ 4,036 $ 3,648 $ (1,620) $ 6,064 Nine months ............... $ 12,452 $ 10,253 $ (5,129) $ 17,576 ---------------------------------------------------------------------------------------------- </TABLE> <TABLE> <CAPTION> 1998 ---------------------------------------------------------------------------------------------- Information & Property Information Records Software Continuing Services Systems Other Operations ---------------------------------------------------------------------------------------------- <S> <C> <C> <C> <C> Assets as of September 30 ... $ 90,483 $ 31,757 $ 7,464 $ 129,704 Revenues for the periods ended September 30: Three months .............. $ 9,115 $ 6,920 $ -- $ 16,035 Nine months ............... $ 18,814 $ 14,022 $ -- $ 32,836 Segment profit (loss) for the periods ended September 30: Three months .............. $ 2,891 $ 1,444 $ (756) $ 3,579 Nine months ............... $ 6,269 $ 3,343 $ (2,140) $ 7,472 ---------------------------------------------------------------------------------------------- </TABLE> <TABLE> <CAPTION> For the periods ended September 30 Three months Nine months ---------------------------------------------------------------------------------------------- Reconciliation of reportable segment operating profit to the Company's consolidated totals 1999 1998 1999 1998 ---------------------------------------------- -------- -------- -------- -------- <S> <C> <C> <C> <C> Total segment operating profit for reportable segments ............................. $ 6,064 $ 3,579 $ 17,576 $ 7,472 Interest expense ................................ (1,148) (592) (3,087) (1,389) Interest income ................................. 192 10 473 146 Goodwill and intangibles amortization ........... (2,419) (861) (5,067) (1,983) -------- -------- -------- -------- Income from continuing operations before equity in affiliate and provision for income tax ....... $ 2,689 $ 2,136 $ 9,895 $ 4,246 ======== ======== ======== ======== </TABLE> 16
17 (13) New Accounting Standards In June 1998, SFAS No.133, Accounting for Derivative Instruments and Hedging Activities, was issued and deferred with the issuance of SFAS No. 137. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The provisions of SFAS No. 133, as amended by SFAS No. 137, are effective for financial statements for all fiscal quarters of all fiscal years beginning after June 15, 2000, although early adoption is allowed. The Company has not determined if it will adopt the provisions of this SFAS prior to its effective date. The adoption of SFAS No. 133 is not expected to have a material impact on the Company's consolidated financial statements and related disclosures. On January 1, 1999, the Company adopted the provisions of SOP 98-5, Reporting on the Costs of Start-up Activities. This SOP provides guidance on the financial reporting of start-up and organization costs and requires that these costs be expensed as incurred. Adoption of SOP 98-5 did not have a material impact on the Company's consolidated financial statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than historical or current facts, including, without limitation, statements about the business, financial condition, business strategy, plans and objectives of management, and prospects of the Company are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from these expectations. Such risks and uncertainties include, without limitation, changes in product demand, the availability of products, changes in competition, economic conditions, risks associated with Year 2000 issues, changes in tax risks, and other risks indicated in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this Quarterly Report, the words "believes," "plans," "estimates," "expects," "anticipates," "intends," "continue," "may," "will," "should" or the negative of such terms and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. GENERAL Through March 26, 1999, Tyler operated two distinct businesses, the integrated information management services, systems and outsourcing business and the automotive parts and supplies business. In March 1999, Tyler sold Forest City Auto Parts Company ("Forest City") to HalArt, L.L.C. As a result of the sale of Forest City, Tyler no longer engages in the automotive parts and supplies business, and its business is solely focused on the integrated information management services, systems, and outsourcing business. Therefore, historical financial information attributable to the automotive parts and supply business has been reported as discontinued operations and all prior year financial information included herein has been restated to reflect this disposition. Continuing operations are comprised of the results of operations of its newly acquired information management businesses from their respective dates of acquisition. RECENT DEVELOPMENTS Effective October 29, 1999, Tyler acquired selected assets and assumed selected liabilities of Cole Layer Trumble Company, ("CLT") a division of Day & Zimmermann L.L.C., in an asset purchase agreement. The Company paid $3.0 million in cash, issued 1.0 million restricted shares of Tyler common stock, assigned without recourse certain senior subordinated secured promissory notes due March 26, 2002 of Forest City Auto Parts Company with an aggregate face amount of $3.2 million, and issued a price 17
18 protection on the sale of the Company's common stock which expires no later than November 4, 2001. The price protection is equal to the difference between the actual sale proceeds of the Tyler common stock and $6.50 on a per share basis, but is limited to $3.0 million and can be reduced under certain circumstances subject to certain post-closing adjustments. In addition, the Company is obligated to purchase any billed receivables not collected within 90 days of closing, and the Company can receive or pay certain amounts on a post-closing basis based upon the balance of billed receivables and net liabilities assumed at closing. ANALYSIS OF RESULTS OF OPERATIONS REVENUES Total revenues of $29.5 million for the three months ended September 30, 1999, increased 84% in comparison to $16.0 million from continuing operations in the prior year period. For the nine months ended September 30, 1999, revenues of $78.6 million increased 139% compared to revenues from continuing operations for the nine months ended September 30, 1998 of $32.8 million. On a pro forma basis, revenues from continuing operations increased $5.2 million or 22% for the three months ended September 30, 1999 from $24.3 million in the prior year period. For the nine months ended September 30, 1999, pro forma revenues from continuing operations increased $25.1 million or 40% from $62.2 million in the comparable prior year period. Information software systems and services provided for approximately 60% of the sales growth for both the three and nine months ended September 30, 1999. In 1998, an operating company was awarded significant contracts with the counties of El Paso and Gregg, both located in Texas, and Multnomah County (Portland) in Oregon for combined expected revenues of approximately $8.0 million. Installations of these contracts began in the fall of 1998 and were substantially complete as of June 30, 1999. Revenues relating to these three contracts included in the three and nine months ended September 30, 1999 were approximately $400,000 and $4.8 million, respectively. In addition, sales from financial and land management information applications for local governments and school districts contributed revenue increases of approximately $800,000 and $5.4 million for the three and nine months ended September 30, 1999, respectively. This increase is due to expanded sales territory and add-on sales of additional products to existing customers. Several of the operating units are benefiting from prior year expansions into new territories, installations resulting from customers' Year 2000 issues and a slight increase in average contract size. Additional sources of pro forma revenue increases were provided by sales of copies of title plants and certain contracts for document management services, which were acquired in June of 1998. For the three and nine months ended September 30, 1999, the document management services contracts contributed to revenue approximately $300,000 and $4.5 million, respectively. In the three and nine months ended September 30, 1999, the Company recognized $2.1 million and $5.7 million, respectively, in connection with the sale of copies of title plants to several different title companies, compared to none in the prior year periods. Under the terms of these contracts, Tyler will deliver database information covering three Texas counties and provide data update and document image retrieval services over the five or ten-year terms of these contracts. Tyler will also provide these customers with its fully integrated on-line data indexing and imaging system. The total estimated value of these title plant contracts over the five and ten-year periods is $31.9 million. COST OF REVENUES Total cost of revenues from continuing operations of $13.6 million for the three months ended September 30, 1999, increased 76% in comparison to $7.8 million in the prior year period. For the nine months ended September 30, 1999, cost of revenues from continuing operations of $36.1 million increased 127% compared to cost of revenues for the nine months ended September 30, 1998 of $15.9 million. On a pro forma basis, cost of revenues increased $1.7 million, or 15%. for the three months ended September 30, 1999 from $11.9 million from continuing operations in the prior year period. For the nine 18
19 months ended September 30, 1999, pro forma cost of revenues from continuing operations increased $8.4 million, or 27%, from $31.0 million in the comparable prior year period. For the three months ended September 30, 1999, pro forma gross margin was 53.9% compared to 51.0% in the comparable prior year period. Pro forma gross margin for the nine months ended September 30, 1999 was 54.9% compared to 50.3% in the prior year period. The gross margin improved primarily due to increased sales volume, changes in product mix and somewhat higher fees for maintenance and support services. For the three months and nine months ended September 1999, sales of copies of title plants, which have a significantly higher gross margin than other products and services, increased as a percent of total revenue compared to the same periods in the prior year on a pro forma basis. The gross margin improvement was offset somewhat by increased salaries and other costs associated with retaining quality employees. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES For the three months ended September 30, 1999, Tyler had selling, general and administrative expenses of $9.8 million compared to $4.7 million from continuing operations in the comparable prior year period. Selling, general and administrative expenses for the nine months ended September 30, 1999 were $24.9 million compared to $9.4 million for the nine months ended September 30, 1998. The increase in selling, general and administrative expenses is mainly the result of a series of acquisitions since early 1998. Pro forma selling, general and administrative expenses as a percent of revenues for the three months and nine months ended September 30, 1999 were approximately 33% compared to 32% and 34% for the three months and nine months ended September 30, 1998, respectively. Although sales volume has increased significantly compared to the prior year periods, selling, general and administrative expenses as a percent of revenues has remained relatively flat due to increased costs associated with hiring management and support personnel to accommodate present and planned future growth. AMORTIZATION OF INTANGIBLES The Company accounted for all 1998 and 1999 acquisitions using the purchase method of accounting for business combinations. Unallocated purchase price over the fair value of net identifiable assets of the acquired companies ("goodwill") and intangibles associated with acquisitions are amortized using the straight-line method of amortization over their respective useful lives. NET INTEREST EXPENSE Net interest expense for the three months and nine months ended September 30, 1999 has increased substantially from the comparable prior year periods mainly due to acquisition activity beginning in February 1998 which has been primarily financed with debt. Prior to February 1998, the Company had no debt. The average interest rate for the three months and nine months ended September 30, 1999 was approximately 7.6% and 7.3%, respectively. INCOME TAX PROVISION The effective tax rate for the nine months ended September 30, 1999 has increased to 48.5% from 47.6% in the comparable prior year period primarily due to the non-deductibility of certain goodwill amortization relating to acquisitions which occurred in 1999. DISCONTINUED OPERATIONS The Company recorded net losses from discontinued operations of $602,000 and $1.9 million for the three and nine months ended September 30, 1999, respectively. Discontinued operations consist of Forest City, which was disposed of in March 1999, Swan Transportation Company ("Swan") whose operations were discontinued in 1995, and TPI of Texas, Inc. ("TPI"), which sold substantially all of its assets and liabilities in 1995. For the three and nine months ended September 30, 1999, TPI and Swan together recorded net charges of $602,000 and $1.4 million, respectively, primarily for legal and professional fees related to a series of personal injury lawsuits filed by former employees. The Company sold all of the outstanding common stock of its non-core automotive parts and supplies business, Forest City, on March 26, 1999, for approximately $24.5 million. The Company estimated the loss on the disposal of Forest City to be $8.9 million, which was recorded in the fourth quarter of 1998. 19
20 The estimated loss included anticipated operating losses from the measurement date of December 1998 to the date of disposal and associated transaction costs. The Company recorded an additional loss during the three months ended March 31, 1999 of $565,000 (net of taxes of $364,000) to reflect adjusted estimated transaction costs and funded operating losses. The purchase agreement provides for an adjustment to the purchase price depending upon the ultimate balance of net assets transferred to the buyer and for the settlement in cash for levels of cash and cash equivalents above or below a prescribed level, as of the closing date. Subsequent to the closing, the Company submitted its computation of the purchase price adjustment receivable from HalArt and such amount has neither been approved nor paid by HalArt. At September 30, 1999, the estimate of this adjustment has been included in current notes receivable in the accompanying condensed consolidated balance sheet. The ultimate amount of the settlement, if any, may vary materially from the amount reflected in the accompanying condensed consolidated financial statements. NET INCOME AND OTHER MEASURES Net income for the three and nine months ended September 30, 1999 was $550,000 and $2.8 million, respectively, compared to $909,000 and $2.4 million for the three and nine months ended September 30, 1998, respectively. Income from continuing operations for the three and nine months ended September 30, 1999 was $1.2 million and $4.7 million, respectively, compared to $1.1 million and $2.2 million for the three and nine months ended September 30, 1998, respectively. Diluted earnings per share from continuing operations for the three and nine months ended September 30, 1999 was $.03 and $.12, respectively, compared to $.03 and $.07 for the three and nine months ended September 30, 1998, respectively. For the three months ended September 30, 1999, income from continuing operations included a loss from investment in an affiliate of $378,000, net of tax effect. Excluding the loss from investment in affiliate (HTE), earnings per share from continuing operations for the three months and nine months ended September 30, 1999 was $.04 and $.13, respectively. Earnings before interest, taxes, depreciation and amortization ("EBITDA") from continuing operations for the three months ended September 30, 1999 was $6.9 million, compared to $4.2 million for the comparable prior year period. EBITDA from continuing operations for the nine months ended September 30, 1999 was $20.1 million, compared to $8.7 million for the comparable prior year period. EBITDA consists of income from continuing operations before interest, income taxes, equity in loss from affiliate, depreciation and amortization. Although EBITDA is not a calculation in accordance with generally accepted accounting principles, the Company believes 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 the Company's operating performance or liquidity that is calculated in accordance with generally accepted accounting principles. EBITDA is not necessarily indicative of amounts that may be available for reinvestment in the Company's business or other discretionary uses. 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. FINANCIAL CONDITION AND LIQUIDITY In October 1999, the Company entered into a three-year revolving credit agreement with a group of banks ("Senior Credit Facility") in an amount not to exceed $80 million. Borrowings under the Senior Credit Facility bear interest at either the bank's prime rate plus a margin of .25% to 1.25% or the London Interbank Offered Rate plus a margin of 2.25% to 3.25% depending on the Company's ratio of indebtedness to earnings before interest, taxes, depreciation and amortization. The Senior Credit Facility replaced the Company's previous $50 million revolving credit facility ("Prior Facility"). As of October 6, 1999 (the date of funding), the Company had outstanding borrowings and letters of credit of $52.0 million and available borrowing capacity of $28.0 million under the Senior Credit Facility. The effective average interest rate for the borrowings under the Prior Facility was approximately 7.6% and 7.3% for the three and nine months ended September 30, 1999, respectively. The Senior Credit Facility is secured by substantially all of the Company's real and personal property and a pledge of the common stock of present and future significant operating subsidiaries. The Senior Credit Facility is also guaranteed by such subsidiaries. Under the terms of the Senior Credit Facility, the Company is required 20
21 to maintain certain financial ratios and other financial conditions. The Senior Credit Facility also prohibits the Company from making certain investments, advances or loans and restricts substantial asset sales, capital expenditures and cash dividends. Under the terms of the Senior Credit Facility the Company has the ability to increase the facility to $100 million, subject to the participation of additional new lenders. The Company's capitalization at September 30, 1999 consisted of $57.9 million in long-term debt and capital lease obligations (including current portion) and $120.7 million in stockholders' equity. The total debt-to-capital ratio was approximately 32% at September 30, 1999. For the nine months ended September 30, 1999, the Company made capital expenditures of $2.5 million. These expenditures include costs of computer equipment and software required for internal growth and some modest building expansion. During the nine months ended September 30, 1999, the Company received net proceeds of $15.1 million in connection with the sale of Forest City including the collection of a $3.8 million short-term secured promissory note. The Company incurred software development costs of approximately $3.8 million in the first nine months of 1999, of which approximately $2.8 million relates to the construction of a national data repository ("Database"). Such costs include certain payroll related programming costs as well as the costs to purchase data from external sources to initially populate the Database. Upon completion, the Database will include, among other items, a wide range of public information such as real property tax and assessment data; chain of title property records and images. Additionally, further expenditures will be necessary subsequent to 1999 to update and expand the Database. During 1999, the Company paid approximately $2.6 million in claim settlements and in legal and related defense costs, of which a total of approximately $1.6 million was paid during the three months ended September 30, 1999. These payments relate to a series of lawsuits by 300 former employees of TPI, against TPI, Swan and in some instances, Tyler, as the parent company of TPI and/or Swan. The remaining reserve for claim settlements was approximately $1.0 million at September 30, 1999. While the Company plans to defend the above mentioned litigation vigorously, it is reasonably possible that the amounts recorded as liabilities for TPI related matters could change in the near term by amounts that would be material to the consolidated financial statements. The Company currently estimates that the ultimate liability for these claims, excluding the legal and other costs incurred to defend against the claims, may range as low as $1.0 million, to as high as $6.0 million, in each case net of insurance recoveries. In March 1999, the Company entered into a merger agreement to acquire all of the outstanding common stock of CPS Systems, Inc. ("CPS"). In connection with that agreement, Tyler provided CPS with bridge financing of $1.0 million in the form of a secured note. In June 1999, Tyler provided notice to CPS that it was exercising its right to terminate the merger agreement, although negotiations would continue to find an alternative structure for the transaction. In August 1999, Tyler provided an additional $200,000 of bridge financing on terms similar to the original note. The notes have not been paid as of their respective due dates. Management of Tyler continues to negotiate with management of CPS regarding certain matters, including the repayment of amounts due under the note agreements as well as the acquisition of assets of the company. There can be no assurance, however, that any such acquisition will be consummated or that any needed additional financing will be available when required on terms satisfactory to the Company. In July 1999, Tyler acquired Pacific Data Technologies, Inc. ("Pacific Data"). The Company acquired all of the outstanding stock of Pacific Data for approximately 175,000 shares of Tyler common stock. Pacific Data develops software and systems to automate and manage real estate records for Internet delivery. Pacific Data will be operated as a division of NationsData.com, a wholly owned subsidiary of Tyler that is engaged in the development of a national data repository containing public information such as real property tax and assessment data. On August 17, 1999, Tyler and two shareholders of H.T.E., Inc. ("HTE") entered into an agreement in which Tyler would exchange its shares of common stock for shares of common stock of HTE. The agreement provides for the exchange of approximately 4.7 million unregistered shares of HTE for approximately 2.3 million unregistered shares of Tyler. In addition, the agreement provides both the buyer 21
22 and the seller with put options and call options in which either party can require the other party to exchange an additional 968,952 unregistered shares of HTE common stock for 484,476 unregistered shares of Tyler common stock. On August 19, 1999, the initial exchange of shares occurred and the investment was recorded at approximately $14.0 million. This exchange resulted in Tyler owning approximately 27% of the outstanding common stock of HTE. As of September 30, 1999 the option for additional shares have not been exercised by either party. In the first nine months of 1999, the Company paid in the aggregate, approximately $21.9 million in cash and issued 5.0 million shares of Tyler common stock to acquire Eagle, FundBalance, MUNIS, Gemini and Pacific Data in business combinations accounted for as purchases. Cash paid for acquisitions does not include cash paid for transaction costs related to the execution of the acquisitions, such as legal, accounting and consulting fees, or acquired cash balances. The Company from time to time engages in discussions with respect to selected acquisitions and expects to continue to assess these and other acquisition opportunities as they arise. The Company may also require additional financing if it decides to make additional acquisitions. There can be no assurance, however, that any such opportunities will arise, any such acquisitions will be consummated or that any needed additional financing will be available when required on terms satisfactory to the Company. Absent any acquisitions, the Company anticipates that cash flows from operations, working capital and unused borrowing capacity under its existing bank credit agreement will provide sufficient funds to meet its needs for at least next year. YEAR 2000 COMPLIANCE Status of Progress The Company has established a Program Office to centralize and coordinate its efforts and to further define, evaluate and conduct audits of the Company and its progress toward Year 2000 ("Y2K") compliance. The Program Office is chaired by the Chief Financial Officer and reports periodically to the Executive Committee of the Board of Directors. The Program Office has established a Y2K Task Force, comprised of representatives from each of the Company's principal operating units, which is charged with evaluating and implementing the Company's Y2K effort and reporting the results thereof to the Program Office. The Company's Y2K Task Force mission is to identify and resolve Y2K issues associated with the Company's internal information technology (IT) systems, internal non-IT systems, material third party relationships, and includes: corporate awareness, adoption of Y2K standards, inventory, assessment, remediation, validation testing, and contingency planning. The Executive Committee of the Board of Directors is charged with evaluating the progress reported by the Program Office and addressing any issues as they arise. At the request of the Program Office, each of the Company's operating units has independently developed a Y2K plan. Pursuant to these plans, each operating unit has conducted an inventory and assessment of its internal and external technology, its computer-based systems, imbedded microchips and other processing capabilities to identify the computer systems that could be affected by the Y2K issue. The Company's core products have completed remediation. The Company has been and is still communicating with its customers the status of the Company's products relating to year 2000. The Company continues to make the updates available to customers. A majority of the Company's customers had compliant versions of our products installed as of September 30, 1999. The remaining few will have them by December 1999. Some of the Company's customers are using product versions that the Company will not support for Y2K issues; the Company is encouraging these customers to migrate to current product versions that are Y2K ready. Also, in certain client outsourcing and services contracts, the Company is evaluating Y2K issues for its clients' computing environments and implementing Y2K related remediations. Most of the client remediation efforts were completed as of September 30, 1999. All remaining remediation efforts will be completed by December 31, 1999. 22
23 Each operating unit is nearing completion of their Y2K plan. Overall, however, as of September 30, 1999, the Company was approximately 90% complete. The Company primarily uses third party software for its internal computer systems. A majority of the installed systems are purported to be Y2K compliant. The Company has purchased, and is now installing at one of its principal operating units, an enhanced accounting application from Platinum Technologies that is Y2K compliant to replace the current system. The installation to date has been on plan and is expected to be completed by December 1, 1999. The Company cooperates with many third party vendors and suppliers to provide products and services to its customers and to the Company itself. The Company has circulated requests for and has received written confirmations regarding their Y2K compliance from a selected number of such parties and is expecting responses from the remainder. All responses to date have indicated that the Company will not experience disruptions from third parties. Future responses will be evaluated to determine if additional action is required. Costs to Address Given the nature of ongoing system development activities throughout the businesses, it is difficult to quantify, with specificity, all of the costs being incurred to address this issue. A significant portion of these costs will represent the redeployment of existing information technology resources. The Company's employees have conducted the majority of the work performed thus far in executing the implementation plans. The costs incurred to date are estimated to be approximately $3.8 million, and the estimated costs to complete will comprise an additional $.6 million. A significant amount of the estimated costs to complete will be capitalized because such costs represent hardware and software packages. Some of the prior costs were incurred by the Company's operating units before they were acquired by the Company. The new accounting application was purchased primarily to accommodate expansion and anticipated future acquisitions and secondarily to obtain Y2K compliance. However, the total cost for the accounting application is included in the aforementioned amount. The total cost estimate of the implementation plan may be revised because the plan is constantly evaluated and revised as a result of many factors. These factors include, but are not limited to, the results of any phase of the implementation plan, customer requirements, acquisitions, or recommendations by business partners. The Company does not expect that the opportunity costs of executing the implementation plan will have a material effect on the financial condition of the Company or its results of operations. Risks The Y2K issue creates risk for the Company from unforeseen problems in its own computer, telephone and security systems and from third parties upon which the Company relies. Accordingly, the Company is requesting assurances from certain software vendors from which it has acquired software, or from which it may acquire software, that the software will correctly process all date information at all times. The Company exerts no control over such third party's efforts to become Y2K compliant. The services provided by these parties are critical to the operations of the Company and the Company is heavily reliant upon these parties to successfully address the Y2K issue. Therefore, if any of these parties fail to provide the Company with services, the Company's ability to conduct business could be materially impacted. The result of such impact may have a material adverse effect on the financial condition and results of operations of the Company. In addition, the Company is in the process of confirming with certain of its customers and suppliers their progress in identifying and addressing problems that their computer systems will face in correctly processing date information as the year 2000 approaches and is reached. Failure to appropriately address the Y2K issue by a major customer or supplier or a material percentage of the smaller customers could have a material adverse effect on the financial condition and results of operations of the Company. 23
24 The Company does not expect any material product development activities to be delayed due to the Y2K compliance efforts; however, if certain initiatives are delayed, the result could have an adverse effect to the Company. Contingency The Company's Y2K compliance activities are being monitored and evaluated by the Program Office and ultimately by the Executive Committee. The Company has significantly developed contingency plans to deal with issues which may arise in 1999 and 2000. The focus of this effort is to identify the potential risks associated with mission critical functions and then to develop appropriate contingency plans. Such planning is complicated by the risk of multiple year 2000 problems and the fact that many of the Company's risks reside with outside parties who may not successfully address their own risks. The areas of planning include: expected increases in customer upgrade and support activities, problems caused by customer delays in implementing Company or third-party upgrades, possible disruptions in the Company's external support systems and internal systems, employee matters, identification of manual "work-arounds" for software and hardware failures, substitution of hardware and software systems, and test exercises of contingency planning elements. The Company has completed its year 2000 contingency plans. Additional steps are being taken to further minimize the risks associated with the Y2K issue. For example, all of the Company's operating units are developing plans to allow for additional customer support after January 1, 2000 in anticipation of questions they may receive from their customers, even if the questions do not relate directly to their products or services. Summary There can be no assurance that the Company will identify all date-handling problems in its business systems or those of its customers and suppliers in advance of their occurrence or that the Company will be able to successfully remedy all Y2K compliance issues that are discovered; however, the Company is working to identify all issues. The Company believes that necessary modifications to its products will be made on a timely basis. However, there can be no guarantee that one or more of the Company's current products do not contain year 2000 date issues that may result in material costs to the Company. Additionally, where the Company is evaluating year 2000 issues for client outsourcing and services contracts, there can be no assurances that all year 2000 issues will be identified and remediated and it is possible that the Company may experience increased expenses in addressing these issues. The most reasonably likely worst case scenarios would include: issues originating from clients who do not migrate to current product releases or who experience other year 2000 related problems, corruption of data contained in the Company's internal IT systems, and failure of infrastructure services provided by government agencies and other third parties (electricity, banking services, phone services, water systems, internet services, etc.). It is possible that any such issue could have a material adverse impact on the Company's operations and financial results. Some commentators have stated that a significant amount of litigation will arise out of year 2000 compliance issues. Because of the unprecedented nature of such litigation, it is uncertain whether or to what extent the Company may be affected by it. 24
25 Part II. OTHER INFORMATION Item 1. Legal Proceedings For a discussion of legal proceedings see Part I, Item 1. "Financial Statements - Notes to Condensed Consolidated Financial Statements - Commitments and Contingencies" on page 10 of this document. Item 6. Exhibits and Reports on Form 8-K None (a) Exhibits Exhibit Number Exhibit ------- ------- 4.3 Credit agreement among Tyler Technologies, Inc., Bank of America, N.A., Chase Bank of Texas, N.A., Bank One, Texas, N.A. and Banc of America Securities LLC 27 Financial Data Schedule (for SEC information only) (b) There were no reports filed on Form 8-K during the third quarter of 1999. Item 3 of Part I and Items 2, 3, 4 and 5 of Part II were not applicable and have been omitted. Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TYLER TECHNOLOGIES, INC. By: /s/ Theodore L. Bathurst ----------------------------------------------- Theodore L. Bathurst Vice President and Chief Financial Officer (principal financial officer and an authorized signatory) By: /s/ Terri L. Alford ----------------------------------------------- Terri L. Alford Controller (principal accounting officer and an authorized signatory) Date: November 12, 1999 25
26 INDEX TO EXHIBITS <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------- ----------- <S> <C> 4.3 Credit agreement among Tyler Technologies, Inc., Bank of America, N.A., Chase Bank of Texas, N.A., Bank One, Texas, N.A. and Banc of America Securities LLC 27 Financial Data Schedule (for SEC information only) </TABLE> 26