FOCUS
T Y L E R T E C H N O L O G I E S
2 0 0 4 A N N U A L R E P O R T
From a distance, the software needs of local
From a distance, the software needs of local
governments may seem minuscule in relation
governments may seem minuscule in relation
to those of private enterprise. But when you
to those of private enterprise. But when you
truly focus in on the software systems that
truly focus in on the software systems that
drive their financial, courts and justice, appraisal
drive their financial, courts and justice, appraisal
and tax, public safety and document
and tax, public safety and document
management operations, the complexity —
management operations, the complexity —
and tremendous opportunity — of this growing
and tremendous opportunity — of this growing
market becomes clear. At Tyler Technologies,
market becomes clear. At Tyler Technologies,
our unmatched domain expertise enables us
our unmatched domain expertise enables us
to zero in on the unique demands of local
to zero in on the unique demands of local
governments, providing targeted software
governments, providing targeted software
and related services that represent a wise
and related services that represent a wise
investment of public funds for our customers.
investment of public funds for our customers.
Tyler Technologies is a major player offering
a broad range of software and services
designed exclusively for the many facets of
local government. By providing our customers
with reliable, cost-effective software products
and services, Tyler Technologies enables cities,
counties, schools, utilities, appraisal districts,
and other local authorities to streamline their
processes and become more responsive to the
citizens they serve.
2
TO OUR SHAREHOLDERS:
Continued progress toward our goals in a challenging year is the key focus
of this year’s Tyler Technologies annual report. Not only did we continue
our upward trend of top-line growth with an 18 percent increase in
revenues to $172.3 million, but we also posted our most profitable year
from operations since entering the local-government market in 1998.
Tyler’s operating income for 2004 totaled $17.1 million — a 10 percent
increase over 2003. Although gross margins experienced pressure
as increased amortization of software development costs for our recently
introduced products came online ahead of the corresponding revenues,
we expect sales and revenues for these products to ramp up in 2005 and
beyond, boosting long-term margins.
While a decline in our appraisal services business caused our overall
internal growth rate to slow this year, we’re pleased to report that the
growth is in the right place — our highly profitable core software business.
We expanded our already strong position in the financial systems market
with the December 2003 acquisition of Eden Systems. We also won
more million-dollar-plus software contracts in larger markets. All told, our
software-related revenues, which include software licenses, services,
and maintenance, have shown a compound annual growth rate of 19.4
percent since 2000.
Just as our business continued to evolve in 2004, so did our executive
team. The two-year succession plan we announced in 2002 culminated
last summer as John Marr stepped up to the position of president and
LEFT: JOHN M. YEAMAN,
CHAIRMAN OF THE BOARD
RIGHT: JOHN S. MARR, JR.,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
3
T Y L E R T E C H N O LO G I E S
Through our
steady, profitable
growth, competitive
products, and
solid leadership,
we believe Tyler
Technologies is
well positioned for
continued success
in an opportunity-
rich market.
4
chief executive officer, and John Yeaman became chairman of the board.
Through our steady, profitable growth, competitive products, and solid
leadership, we believe Tyler Technologies is well positioned for continued
success in an opportunity-rich market.
EXPANDING OUR REACH AND RESOURCES
Approximately 40 percent of our growth in 2004 was organic — the result
of ongoing geographic expansion and new products, as well as more
large contracts for software and services. Some of our larger contracts
signed in 2004 included:
• The City and County of Philadelphia, Pennsylvania (Eagle document
management — $2.1 million)
• Dallas County, Texas (Odyssey® courts and justice — $2.8 million)
• Dane County, Wisconsin (MUNIS® financials — $2.0 million)
• Miami Beach, Florida (EDEN® financials — $1.7 million)
• New Hampshire Judicial Branch (Odyssey courts and
justice — $1.9 million)
• Oklahoma City, Oklahoma (INCODE municipal courts — $2.2 million)
• Southfield, Michigan (EDEN financials — $4.1 million)
• Ventura, California (MUNIS financials — $1.2 million)
• Lancaster County, Nebraska (Eagle document management and
Tyler appraisal and tax — $1.5 million)
The balance of Tyler’s growth was due to our acquisition of Eden
Systems in December 2003. This acquisition is the latest example of
Tyler’s ability to seize promising opportunities as they arise, using our
healthy balance sheet and strong free cash flow to acquire existing
ventures that complement our offerings or to develop new products.
In 2004 alone, for instance, we generated over $15 million in free cash
flow to end the year with a cash and investments balance of $34
million. As we go forward, we will continue to seek opportunities to
acquire attractive companies with competitive technologies, strong
management, superior domain expertise, profitable operations, solid
customer relationships, and products with the potential to expand our
offerings to local governments. At the same time, we may also use our
capital to develop new software applications that broaden our product line.
We also increased our credit facility in early 2005, giving us $30
million of availability on very favorable terms. Although we don’t
currently have plans to draw on this facility, the new agreement provides
us with even greater flexibility to pursue growth opportunities.
UPDATING OUR OUTLOOK
Although we’re pleased with our steady growth and solid profitability,
we acknowledge that we didn’t hit our original targets for 2004. We
fell short of our projected revenue and earnings growth rates for three
main reasons. First, sales and revenue recognition for our new state-of-
the-art Odyssey courts and Orion tax and appraisal products did not
ramp us as quickly as expected. Next, while we anticipated a decline in
our appraisal services business following the completion of some large
projects, the reduction in that business was greater than planned. Finally,
we underestimated the costs associated with Sarbanes-Oxley internal
controls compliance. Despite the disappointment of missing our target,
however, it’s worth repeating that 2004 was still a very profitable year, with
Tyler boasting the highest operating income in our history as a
technology company.
ENHANCING OUR EFFICIENCIES
The strong, steady growth of our software business, driven by outstanding
success in our financial systems product divisions, was tempered somewhat
by the impact of our large-project-driven appraisal services, which declined
to more historic levels following tremendous spikes from large projects in
2001 and 2002. In order to streamline our operations in this pendular area,
in 2005 we’ve separated the appraisal services business from our appraisal
and tax software business and created Tyler’s Assessment and Tax software
division. We are examining every aspect of each of our business units to
make sure that we have the appropriate cost structure in place to allow
us to make reasonable margins at anticipated revenue levels. We’ve also
continued to make significant progress in improving the competitiveness
of our products, adding new features and functionality and updating
technologies to ensure that we have competitive offerings across all of our
product lines. One of Tyler’s greatest strengths is the ability to leverage our
domain expertise and financial and technical resources to develop state-of-
the-art solutions for local governments of all sizes. The investments we have
made in our products over the past several years should serve us and our
clients well as we continue to grow.
FOCUS ON THE FUTURE
Although some of the challenges we faced in 2004 will continue into 2005,
for this year and beyond, we anticipate continued progress toward our
goals, punctuated by:
• Solid growth in software-related revenues
• A further decline in appraisal services revenues, which are expected to
comprise only 10 to 12 percent of our revenue mix
• A bottom line that’s expected to grow significantly faster than the top line
• A continued increase in free cash flow, which should again be greater
than accounting income
Improved visibility and competitive position in the marketplace due to a
•
boost in our branding efforts
We recognize that our growth won’t always be linear, but with highly
profitable off-the-shelf software as our core offering, we see tremendous
opportunity for consistent above-market growth and long-term margin
expansion. We are firmly focused on a strategy that, over the next several
years, will build on our unique nationwide presence in the local-government
market and solidly establish us as the clear leader in our markets.
JOHN S. MARR, JR.,
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
JOHN M. YEAMAN,
CHAIRMAN OF THE BOARD
T Y L E R T E C H N O LO G I E S
DILUTED EPS -
CONTINUING OPERATIONS
DOLLARS
* EXCLUDES GAIN ON SALE OF HTE
INVESTMENT OF $0.36
����
����
����
�
�����
�����
���
���
���
��
�
��
��
��
��
*
��
TOTAL REVENUES
MILLIONS
��
��
��
��
��
5
Tyler works because
we focus exclusively
on the unique needs of
local governments.
Customers choose
Tyler Technologies for
our in-depth expertise
in the wide range of
government domains
we serve.
UNDERSTANDING THE LOCAL GOVERNMENT MARKET
Approximately 3,100 counties, 36,000 cities and towns,
14,500 school districts, and 35,000 special districts throughout
the nation comprise the local government market that is
ripe for the software and services that Tyler Technologies
delivers. According to Gartner, these entities spend more
than $9 billion annually on software and related external IT
services. And virtually all of these government entities are in
a growth mode, with our market expanding at approximately
7 to 9 percent annually. In addition to the sheer size of this
growing market, local governments also have a number of
characteristics that make the market attractive — a stable
revenue base, a low tolerance for risk, and often limited
in-house IT resources. This translates into tremendous market
potential for Tyler Technologies, which offers proven products
and reliable services designed to function seamlessly in the
government setting.
We believe that Tyler Technologies has the industry’s
largest installed customer base, serving more than 620
counties, 1,900 cities and towns, and 6,000 government
6
offices in all 50 states, plus Canada, Puerto Rico, and the
United Kingdom. We develop, install, and maintain a wide
array of software products for local governments, and we’re
proud to offer the broadest product line of any competitor in
the space. In addition to our extensive offerings of software
and related services, Tyler Technologies is also the largest
provider of outsourced property appraisal services in the
United States.
EXPONENTIAL OPPORTUNITIES
Within each of the local-government entities we serve, there
are multiple software and service opportunities, including:
• Financials, Human Resources, and Payroll
• Utilities Billing and Citizen Services
• Courts and Justice
• Property Appraisal
• Tax Billing and Collections
• Document Management
• Public Safety
ABOVE: Property appraisal. Public safety.
Citizen services. In every city and county,
a complex network of government entities
work together to serve citizens and
enhance the quality of life. Tyler
Technologies designs and delivers the
software that makes it all possible.
REVENUE MIX
��
���
���
�����������������
�����������������
�����������
������������������
�����
���
���
7
Each time we win a new contract and gain a satisfied
customer in one domain, we open up new opportunities to
effectively cross-sell our products and services in other areas.
And as we continue to move more of our software products
toward common technologies, as we have with our new Orion
and Odyssey products, we expect these opportunities to
multiply.
A SOLID BUSINESS MODEL
The strength of the Tyler Technologies business model is
in its highly effective combination of targeted product
development and off-the-shelf efficiency. Each software
solution we design is developed and implemented under
FREE CASH FLOW
MILLIONS
the direction of domain experts with extensive knowledge
��
��
��
��
��
��
��
��
��
��
of the specific needs that local-government users face. As
a result, our products are specially suited for the customers
they serve. This domain relevance and product efficiency
enables us to leverage development costs and expand
margins. It also leads to faster, easier, and more predictable
implementations for our customers, which in turn enhances
client loyalty and competitive position.
After the initial implementation of a new system, Tyler
Technologies keeps our clients at the leading edge of
technology through regular upgrades and superior support.
Our customers receive new releases that provide them
with new features and constantly enhanced functionality.
Because we have such a large installed customer base
and a broad range of products, we have the development
resources to ensure that our software is technically current
and highly competitive. That means our clients get real
value for their support fees. The result is a satisfied clientele
and an exceptional annual customer retention rate that
averages 98 percent.
OUTSHINING THE COMPETITION
Our market is highly fragmented, with a large number of
competitors. On one end of the spectrum, we compete
against smaller local and regional firms that typically have
limited resources and offer varying degrees of service,
specialization, and reliability. And at the opposite end, we go
head to head with large national companies that generally
LEFT: Tyler Technologies not only produces targeted software that
facilitates operations such as payroll, billing, and productivity, we
also offer exclusive group training sessions at various times and
locations throughout the year to help users make the most of their
software resources.
T Y L E R T E C H N O LO G I E S
��
��
��
�
�
��
���
���
���
Tyler works because
we’re there for our
customers long after the
initial implementation.
From training to
ongoing support,
Tyler Technologies
makes it easy for users
to effectively learn,
manage and maintain
their systems.
9
T Y L E R T E C H N O LO G I E S
SOFTWARE-RELATED
REVENUES
MILLIONS
��
��
��
��
��
APPRAISAL SERVICES
REVENUES
MILLIONS
���
���
��
��
��
�
��
��
��
��
�
��
��
��
��
��
Tyler works because
we deliver targeted
functionality to suit the
many different sectors
of local government,
from tax, justice, and
utility authorities to
public schools.
10
offer software to address only one or two of the myriad
functions that local governments demand. Although each of
these companies can fill the bill under certain circumstances,
only Tyler Technologies delivers such a comprehensive range
of products. And unlike many of our competitors who serve
multiple vertical markets other than local government, we
build in the specific features and functionality to address
local government requirements “out of the box,” eliminating
considerable time and expense to customize a “generic”
system. As we continue to expand geographically, advance
technologically, and increase our top-of-mind brand
awareness among potential customers, we expect to firmly
establish our market position as a vertical market leader.
ACHIEVEMENTS AND ACCOLADES
In August 2004, Chief Executive Officer John Marr rang
the Closing Bell of the New York Stock Exchange to
commemorate Tyler Technologies’ 35th anniversary as a
listed company. Then in October, Tyler Technologies debuted
at number 93 on the Forbes magazine list of the 200 Best
Small Companies in America. As we continue to expand our
presence and build momentum in the marketplace, we are
confident that the Tyler Technologies name will steadily gain
recognition among potential clients and investors alike.
UP-TO-DATE PRODUCTS
We’re constantly working to develop new and better
products to best meet the needs of the many facets within
the narrowly focused local-government market. Because our
employees devote all of their efforts to the local-government
customer, they have unparalleled knowledge of the issues
that are most important to our customers. Our products
range from document management software to high-end
financial applications that provide our customers with the
reliable, cost-effective solutions they need to make the most
of every tax dollar spent. Current offerings include:
FINANCIAL SOLUTIONS
Our three financial solutions products — EDEN, MUNIS, and
INCODE — each address the comprehensive enterprise-wide
needs of cities, counties, schools, and other local-government
units for accounting, human resources, payroll, productivity, and
RIGHT: In 2004, Tyler Technologies significantly expanded
its presence in the U.S. school market, adding several
new contracts that totaled in the millions. Our financial
software is now used in more than 300 school districts
across the United States.
Tyler works because
we empower customers
in different domains
or locations — such as
courtrooms and jails — to
share information that
keeps their processes
running smoothly.
citizen services applications such as utilities billing
and business licenses. Our financial products employ proven
platforms and technologies and are designed to run on
Windows, UNIX, Linux, and Mac operating systems. They
include Web-based components to allow for interdepartmental
access or to enable citizens to view records or pay bills online.
COURTS AND JUSTICE
Odyssey is our Web-based courts and justice system,
which delivers integrated management of civil, criminal, and
other court cases as well as related applications such as
sheriff, jury selection, jail management, fines and fees, forms
management, and other essential tasks to keep courts and
justice centers moving ahead with efficiency and accuracy.
ASSESSMENT AND TAX
Orion, which was developed using the same leading-edge
technology platform as our Odyssey solution, is a
Web-based assessment and property tax administration
product designed to be intuitive, extendable, and easy to
12
ABOVE: From jury selection to
fines and fees, our Odyssey courts
and justice product provides an
integrated management system
designed to enhance efficiencies
in civil courts, criminal courts,
jails, and other related entities.
maintain. Orion is the flagship product of our Assessment
and Tax division, which was created to leverage Tyler’s
vast experience in the tax arena to develop best-of-breed
software for appraisal and tax authorities.
DOCUMENT MANAGEMENT
Our Eagle document management products are versatile
solutions that give customers in every facet of government
a reliable, efficient way to capture, distribute, and archive
important documents. Our recording products manage
local-government records such as land records, deeds, UCC
filings, and marriages and other vital statistics, and include
integrated imaging and electronic recording capabilities.
PUBLIC SAFETY AND MUNICIPAL COURT
Tyler Public Safety offers an easy-to-use, highly functional
integrated software package for local law enforcement
agencies. Modules include applications for records
management, computer-aided dispatch, and jail management.
Our public safety system interfaces to the Tyler Municipal
13
Court software suite, which allows a city to efficiently manage
all aspects of its municipal court operations.
As you can see, our tightly focused software is the
cornerstone of our business, offering customers key financial
and operational benefits without the costly inefficiencies of
extensive customization. Initially, the products themselves
are the reasons new customers choose Tyler Technologies.
Potential clients see a targeted, feature-rich product that
fits their needs perfectly, and they invest their trust, as well
as their funds, in us. Beyond customer satisfaction with our
software, however, it’s Tyler’s consistently exceptional service
that continues to strengthen client loyalty long after the
first handshake.
A CORPORATE CULTURE THAT WORKS
At Tyler Technologies, our local-government expertise is
unmatched in the industry — a distinction we’ve built one
employee at a time. Not only are our 1,400 employees
well versed in their positions here at Tyler; they also offer
extensive experience in the public sector. In fact, many of
our best employees had careers in local government before
joining the Tyler team.
Our employees forge close professional relationships with
our clients, and these relationships are the foundation upon
which our phenomenal client loyalty is built. At the same
time, we provide our employees with plenty of opportunities
for personal and professional growth. No matter how
much Tyler Technologies grows and evolves, one-on-one
connections between employees and customers remain a
top priority in our corporate culture. For that reason, we
typically perform all of our own integration services, rather
than contracting out to a third-party integrator. This enables
us to control quality at every step. It also makes our projects
more predictable — with regard to timing as well as costs
— than our competitors’. This further strengthens the positive
connections our customers have with Tyler.
From the functionality of our software to the expertise
and dedication of our team, Tyler works — for our customers,
shareholders, and employees.
LEFT: In addition to enhancing a municipality’s internal
capabilities, financial solutions from Tyler Technologies can
also strengthen public support through convenient citizen
services such as online payment of utility bills, property
taxes and traffic tickets.
T Y L E R T E C H N O LO G I E S
EBITDA
MILLIONS
* EXCLUDES $23.2 MILLION GAIN ON
SALE OF HTE INVESTMENT
��
��
��
��
��
�
�
��
��
��
*
��
��
Tyler works because
we help local
governments implement
online resources that
make things easier for
citizens and employees,
further enhancing our
value proposition.
15
T Y L E R T E C H N O LO G I E S
2 0 0 4 A N N U A L R E P O R T F I N A N C I A L S
Year after year, Tyler’s steady progress
bodes well for its long-term vitality.
Tyler Technologies grew 18 percent
in 2004 — from a combination of
organic growth and acquisition. At
the close of 2004, Tyler had recorded
15 consecutive profitable quarters.
Free cash flow exceeded net income.
And the company repurchased more
than 1.4 million shares of its common
stock. The financials that follow will
focus on the details that shaped our
performance over the last year.
T Y L E R T E C H N O LO G I E S
S E L E C T E D F I N A N C I A L DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
FOR THE YEARS ENDED DECEMBER 31,
2004
2003
2002
2001
2000
STATEMENT OF OPERATIONS DATA: (1)
Revenues
Costs and expenses:
Cost of revenues
$ 172,270
$ 145,454
$ 133,897
$ 1 1 8 ,816
$ 93,933
106,985
88,621
85,915
78,797
59,658
Selling, general and administrative expenses
45,451
38,390
33,914
30,830
32,805
Amortization of acquisition intangibles(2)
Operating income (loss)
2,714
17,120
2,931
15,512
Realized gain on sale of investment in H.T.E., Inc.(3)
—
23,233
3,329
10,739
—
6,898
2,291
—
6,903
(5,433)
—
Other income (expense), net
317
339
(698)
(479)
(4,884)
Income (loss) from continuing operations before
income taxes
Income tax provision (benefit)
17,437
39,084
7,309
13,106
10,041
3,869
1,812
1,540
(10,317)
(2,810)
Income (loss) from continuing operations
$ 10,128
$ 25,978
$ 6,172
$
272
$ (7,507)
Income (loss) from continuing operations per
diluted share
$ 0 .23
$
0.58
$
0.12
$
0.01
$
(0.17)
Weighted average diluted shares
44,566
45,035
49,493
47,984
45,380
OTHER DATA:
EBITDA(4)
STATEMENT OF CASH FLOWS DATA:
$ 28,377
$ 48,104
$ 18,557
$ 13,203
$ 4,253
Cash flows provided (used) by operating activities
$ 22,159
$ 22,535
$ 19,845
$ 12,744
$ (7,126)
Cash flows (used) provided by investing activities
(9,914)
(590)
(7,974)
(9,706)
65,401
Cash flows used by financing activities
(9,940)
(25,421)
(3,398)
(5,984)
(52,022)
AS OF DECEMBER 31,
2004
2003
2002
2001
2000
BALANCE SHEET DATA(1)
Total assets
$ 190,487
$ 186,396
$ 169,845
$ 146,975
$ 15 0,712
Long-term obligations, less current portion
—
—
2,550
2,910
7,747
Shareholders’ equity
118,400
117,907
118,656
100,884
96,122
(1) For the years 2000 through 2004, results of operations include the results of those companies which comprise continuing
operations, from the respective dates we acquired the companies. Selected financial data for 2000 has been restated to
reflect discontinuation of the information and property records services segment in 2000. See Notes 2 and 3 in the Notes
to the Consolidated Financial Statements.
(2) Effective January 1, 2002, we adopted the provisions of Statement of Financial Accounting Standards No. 142 “Goodwill
and Other Intangible Assets”. Under the standard, goodwill and intangible assets with indefinite useful lives are no longer
amortized but instead tested for impairment at least annually. In accordance with the standard, results of operations for
years prior to 2002 are reported under the previous accounting standards for goodwill and intangible assets. Amortization
expense net of income taxes, related to goodwill (including assembled workforce subsumed into goodwill) no longer
expensed under the standard was $2,960 in 2001 and $2,934 in 2000.
(3) On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our 5.6 million
shares of H.T.E., Inc. (“HTE”) common stock to SunGard Data Systems Inc. for $7.00 cash per share. Our original cost basis
in the HTE shares was $15.8 million. After transaction and other costs, we recorded a gross realized gain of $23.2 million
($16.2 million or $0.36 per diluted share after income taxes of $7.0 million) for the year ended December 31, 2003.
17
T Y L E R T E C H N O LO G I E S
S E L E C T E D F I N A N C I A L DATA
(4) EBITDA consists of income (loss) from continuing operations before interest, income taxes, depreciation and amorti-
zation. Although EBITDA is not a defined measure of operating performance or cash flows in accordance with accounting
principles generally accepted in the United States (“GAAP”), we believe that EBITDA is widely used as a measure of
operating performance. Nevertheless, the measure should not be considered in isolation or as a substitute for operating
income, cash flows from operating activities, or any other measure for determining operating performance or liquidity that
is calculated in accordance with GAAP. EBITDA is not necessarily an indication of amounts that may be available for us
to reinvest or for any other discretionary uses and does not take into account our debt service requirements and other
commitments. In addition, since all companies do not calculate EBITDA in the same manner, this measure may not be
comparable to similarly titled measures reported by other companies. The following reconciles EBITDA to income (loss)
from continuing operations for the periods presented:
FOR THE YEARS ENDED DECEMBER 31,
2004
2003
2002
2001
2000
Income (loss) from continuing operations
$ 10,128
$ 25,978
$ 6,172
$ 272
$ (7,507)
Amortization of acquisition intangibles
2,714
2,931
3,329
6,898
6,903
Depreciation and amortization (included in cost
of revenues and selling, general and
administrative expenses)
8,672
6,465
5,193
4,014
2,783
Interest (income) expense, net (included in other
income (expense), net)
(446)
(376)
(6)
479
4,884
Income tax provision (benefit)
7,309
13,106
3,869
1,540
(2,810)
EBITDA (2003 includes $23,233 gross realized gain
on sale of investment in H.T.E., Inc.)
$ 28,377
$ 48,104
$ 18,557
$ 13,203
$ 4,253
18
T Y L E R T E C H N O LO G I E S
S TO C K M A R K E T I N F O R M AT I O N
Tyler’s common stock is traded on the New York Stock Exchange under the symbol “TYL.” At December 31,
2004, we had approximately 2,400 stockholders of record. A number of our stockholders hold their shares in
street name; therefore, there are substantially more than 2,400 beneficial owners of our common stock.
The following table sets forth for the calendar periods indicated the high and low sales price per share of our
common stock as reported on the New York Stock Exchange.
2003:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2004:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
HIGH
LOW
$ 4.40
4.79
7.45
10.1 5
$ 11.05
10.10
9.47
9.99
$ 3.36
3.46
4.30
7.04
$ 8.75
8.17
7.97
7.60
We did not pay any cash dividends in 2004 or 2003. Our bank credit agreement contains restrictions on the
payment of cash dividends. Also, we intend to retain earnings for use in the operation and expansion of our
business, and, therefore, we do not anticipate declaring a cash dividend in the foreseeable future.
During 2004, we repurchased approximately 1.5 million shares of our common stock for an aggregate cash
purchase price of $12.5 million. Our repurchase program, which was approved by our board of directors, was
announced in October 2002, and was amended in April and July 2003 and October 2004. On October 27, 2004,
our board of directors authorized the repurchase of an additional 2.0 million shares for a total authorization to
repurchase 3.1 million shares of our common stock. As of December 31, 2004, we had authorization to repurchase
up to 2.5 million additional shares of our common stock. There is no expiration date specified for the authorization
and we intend to repurchase stock under the plan from time to time in the future.
19
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
FORWARD LOOKING STATEMENTS
In addition to historical information, this Annual Report contains forward-looking statements. The forward-looking
statements are made in reliance upon safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The forward looking statements are subject to certain risks and uncertainties that could cause actual results
to differ materially from those reflected in the forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date
hereof. We undertake no obligation to revise or publicly release the results of any revision to these forward-
looking statements. Readers should carefully review the risk factors described in our Form 10-K and other
documents we file from time to time with the SEC.
When used in this Annual Report, the words “believes,” “plans,” “estimates,” “expects,” “anticipates,” “intends,”
“continue,” “may,” “will,” “should,” “projects,” “forecasts,” “might,” “could” or the negative of such terms and similar
expressions are intended to identify forward-looking statements.
OVERVIEW
We provide integrated information management solutions and services for local governments. We develop and
market a broad line of software products and services to address the information technology (“IT”) needs of
cities, counties, schools and other local government entities. In addition, we provide professional IT services to
our customers, including software and hardware installation, data conversion, training and for certain customers,
product modifications, along with continuing maintenance and support for customers using our systems. We also
provide property appraisal outsourcing services for taxing jurisdictions.
Our products are generally grouped into four major areas:
• Financial and City Solutions;
• Courts and Justice;
• Property Appraisal and Tax; and
• Document Management.
We monitor and analyze several key performance indicators in order to manage our business and evaluate our
financial and operating performance. These indicators include the following:
• Revenues. We derive our revenues from four primary sources: sale of software licenses; software services;
appraisal services; and maintenance and support. Because we sell primarily “off-the-shelf” software, increased
sales of software products generally result in incrementally higher gross margins. Thus, the most significant
driver to our business is the number and size of software license sales. In addition, new software license sales
generally generate implementation services revenues as well as future maintenance and support revenues,
which we view as a recurring revenue source. We also monitor our customer base and churn since our main-
tenance and support revenue should increase due to our historically low customer turnover.
• Cost of Revenues and Gross Margins. Our primary cost component is personnel expenses in connection with
providing software implementation and appraisal services to our customers. We can improve gross margins
by controlling headcount and related costs and by expanding our revenue base, especially from those products
and services that produce incremental revenue with minimal incremental cost, such as software licenses and
maintenance and support. Our appraisal projects are seasonal in nature, and we often employ appraisal personnel
on a short-term basis to coincide with the life of a project.
20
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
• Selling, General and Administrative (“SG&A”) Expenses. The primary components of SG&A expense are
administrative and sales personnel salaries and commissions, marketing expense, research and development
costs, rent and professional fees. Sales commissions generally fluctuate with revenues but other administrative
expenses tend to grow at a slower rate than revenues; however, these costs have recently grown dispropor-
tionately because of the requirements of corporate governance legislation. Research and development costs
will fluctuate from year-to-year depending on product development activity.
• Liquidity and Cash Flows. The primary driver of our cash flows is net income. In addition, 2003 cash flow was
positively impacted when we sold our investment in H.T.E., Inc. and received $39.3 million in cash proceeds.
Uses of cash include capital investments in software development and property and equipment and the
discretionary purchases of treasury stock. In 2004, we purchased 1.5 million shares of our common stock at
our aggregate cash purchase price of $12.5 million. Our working capital needs are fairly stable throughout
the year with the significant components of cash outflows being payment of personnel expenses offset by
cash inflows representing collection of accounts receivable and cash receipts from customers in advance
of revenue being earned.
• Balance Sheet. Cash, accounts receivable and days sales outstanding and deferred revenue balances are
important indicators of our business.
• EBITDA. Although EBITDA is not a measure of liquidity required by or presented in accordance with GAAP, we
monitor EBITDA as a liquidity measure because of our active acquisition program and the related amortiza-
tion of our acquisition intangible assets and our significant investment in capitalized software development.
In addition we also use EBITDA to evaluate and price potential acquisition candidates. However EBITDA
has limitations as an analytical tool and you should not consider EBITDA as an alternative to cash flow from
operating activities as a measure of our liquidity or in isolation or as a substitute for analysis of our results
as reported under GAAP. For example, EBITDA does not reflect cash expenditures or future requirements for
capital expenditures, or changes in, or cash requirements for, our working capital needs.
When considering acquisition opportunities, we generally focus on companies with strong management teams
and employee groups and excellent customer relationships. In December 2003 we acquired Eden Systems,
Inc. (“Eden”), a provider of financial, personnel and citizen services systems for local governments. In December
2003, we also acquired certain assets of a business that provides forms software to users of some of our
software products. Prior to these acquisitions, our most recent acquisition was completed in November 1999.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of financial condition and results of operations is based upon our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in
the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets and liabilities at the date of the financial statements, the
reported amounts of revenues and expenses during the reporting period, and related disclosure of contingent
assets and liabilities. The Notes to the Consolidated Financial Statements included as part of this Annual Report
describe our significant accounting policies used in the preparation of the consolidated financial statements. On
an on-going basis, we evaluate our estimates, including, but not limited to, those related to intangible assets, bad
debts and our service contracts. We base our estimates on historical experience and on various other assump-
tions that we believe to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect significant judgments and estimates used in the
preparation of our consolidated financial statements.
21
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Revenue Recognition. We recognize revenues in accordance with the provisions of the American Institute of
Certified Public Accountants Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” as amended by
SOP 98-4 and SOP 98-9, as well as Technical Practice Aids issued from time to time by the American Institute
of Certified Public Accountants, and in accordance with the SEC Staff Accounting Bulletin No. 104 “Revenue
Recognition.” Our revenues are derived from sale of software licenses, appraisal services, maintenance and support,
and services that typically range from installation, training and basic consulting to software modification and
customization to meet specific customer needs. For multiple element software arrangements, which do not entail
the performance of services that are considered essential to the functionality of the software, we generally
record revenue when the delivered products or performed services result in a legally enforceable and non-refund-
able claim. We maintain allowances for doubtful accounts, sales adjustments and estimated cost of product
warranties, which are provided at the time the revenue is recognized. Because most of our customers are govern-
mental entities, we rarely incur a loss resulting from the inability of a customer to make required payments.
Occasionally, customers may become dissatisfied with the functionality of the software products and/or the quality
of the services and request a reduction of the total contract price or similar concession. While we engage in
extensive product and service quality assurance programs and processes, our allowances for these contract price
reductions may need to be revised in the future. In connection with our customer contracts and the adequacy
of related allowances and measures of progress towards contract completion, our project managers are charged
with the responsibility to continually review the status of each customer on a specific contract basis. Also,
management at our corporate offices as well as at our operating companies review, on at least a quarterly basis,
significant past due accounts receivable and the adequacy of related reserves. Events or changes in circum-
stances that indicate that the carrying amount for the allowances for doubtful accounts, sales adjustments and
estimated cost of product warranties may require revision, include, but are not limited to, deterioration of a
customer’s financial condition, failure to manage our customer’s expectations regarding the scope of the services
to be delivered, and defects or errors in new versions or enhancements of our software products.
For those software arrangements that include customization of the software, which is considered essential to its
functionality, and for substantially all of our real estate appraisal outsourcing projects, we recognize revenue and
profit as the work progresses using the percentage-of-completion method and the proportionate performance
method of revenue recognition. These methods rely on estimates of total expected contract revenue, billings and
collections and expected contract costs, as well as measures of progress toward completion. We believe reason-
ably dependable estimates of revenue and costs and progress applicable to various stages of a contract can be
made. At times, we perform additional and/or non-contractual services for little to no incremental fee to satisfy
customer expectations. If changes occur in delivery, productivity or other factors used in developing our estimates
of expected costs or revenues, we revise our cost and revenue estimates, and any revisions are charged to income
in the period in which the facts that give rise to that revision first become known.
We use contract accounting, primarily the percentage-of-completion method, for those software arrangements
that include customization or modification of the software, or where our software services are otherwise considered
essential to the functionality of the software. In addition, we recognize revenue using the proportionate perfor-
mance method of revenue recognition for our real estate appraisal projects, some of which can range up to three
years. In connection with these and certain other contracts, we may perform the work prior to when the services
are billable and/or payable pursuant to the contract. The termination clauses in most of our contracts provide
for the payment for the fair value of products delivered and services performed in the event of an early termina-
tion. In connection with certain of our contracts, we have recorded retentions receivable or unbilled receivables
consisting of costs and estimated profit in excess of billings as of the balance sheet date. Many of the contracts
which give rise to unbilled receivables at a given balance sheet date are subject to billings in the subsequent
accounting period. Management reviews unbilled receivables and related contract provisions to ensure we are
justified in recognizing revenue prior to billing the customer and that we have objective evidence which allows
us to recognize such revenue. In addition, we have a sizable amount of deferred revenue which represents billings
in excess of revenue earned. This liability primarily consists of maintenance billings in which payments are made
22
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
in advance and the revenue is ratably earned over the maintenance period, generally one year. We also have
deferred revenue for those contracts in which we receive a deposit and the conditions in which to record revenue
for the service or product has not been met. On a periodic basis, we review by customer the detail components
of our deferred revenue to ensure our accounting remains appropriate.
Intangible Assets and Goodwill. Our business acquisitions typically result in the creation of goodwill and other
intangible asset balances, and these balances affect the amount and timing of future period amortization
expense, as well as expense we could possibly incur as a result of an impairment charge. The cost of acquired
companies is allocated to identifiable tangible and intangible assets based on estimated fair value, with the
excess allocated to goodwill. Accordingly, we have a significant balance of acquisition date intangible assets,
including software, customer related intangibles, trade name and goodwill. In addition, we capitalize software
development costs incurred subsequent to the establishment of technological feasibility. Certain of these intangible
assets are amortized over their estimated useful lives. All intangible assets with definite and indefinite lives are
reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of goodwill is generally measured by a comparison
of the carrying amount of an asset to its fair value, generally determined by estimated future net cash flows
expected to be generated by the asset. Recoverability of other intangible assets is generally measured by
comparison of the carrying amount to estimated undiscounted future cash flows. The assessment of recoverability
or of the estimated useful life for amortization purposes will be affected if the timing or the amount of estimated
future operating cash flows is not achieved. Events or changes in circumstances that indicate the carrying amount
may not be recoverable include, but are not limited to, a significant decrease in the market value of the business
or asset acquired, a significant adverse change in the extent or manner in which the business or asset acquired is
used, or a significant adverse change in the business climate. In addition, products, capabilities, or technologies
developed by others may render our software products obsolete or non-competitive.
ANALYSIS OF RESULTS OF OPERATIONS AND OTHER
The following discussion compares the historical results of operations on a basis consistent with GAAP for the
years ended December 31, 2004, 2003 and 2002. These results include the results of operations of Eden from the
date of its acquisition on December 2, 2003. See Note 2 in the Notes to the Consolidated Financial Statements.
2004 Compared to 2003
Revenues
The following table sets forth a comparison of the key components of our revenues for the following years ended
December 31:
($ IN THOUSANDS)
Software licenses
Software services
Maintenance
Appraisal services
Hardware and other
Total revenues
2004
% OF
TOTAL
2003
% OF
TOTAL
2004 VS. 2003
$
%
$ 30,258
18%
$ 25,914
18%
$ 4,344
17%
49,786
29
57,760
27,394
7,072
33
16
4
37,128
47,157
30,011
5,244
25
32
21
4
12,658
34
10,603
22
(2,617)
(9)
1,828
35
$ 172,270
100%
$ 145,454
100%
$ 26,816
18%
Software licenses. For the year ended December 31, 2004, software license revenues included $3.5 million related
to Eden Systems, compared to $100,000 for the same prior year period. Excluding the software license revenue
related to Eden, the increase in software license revenues from 2003 to 2004 was approximately $900,000 or
3%. The change was the result of the following factors:
23
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
• Financial and city solutions software license revenues (excluding Eden) increased $4.9 million due to a
combination of geographic expansion on the west coast and in the southwest United States, and an increase
in our implementation staff, which has allowed us to install software products more quickly. In addition, the
completion in March 2004 of software enhancements to one of our financial software products has enabled
us to expand into larger cities and counties, resulting in larger contracts. Our financial and city solutions
software products automate accounting systems for cities, counties, school districts, public utilities and not-
for-profit organizations.
• Justice and courts software license revenues decreased $3.5 million compared to the prior year with approxi-
mately $1.4 million of the decline due to lower revenues from Odyssey Case Management system (“Odyssey
Courts”). In September 2003, we successfully installed the first phase of Odyssey Courts in the State of
Minnesota and Lee County, Florida. The contract with the State of Minnesota is one of the largest software
contracts in our history, and we recorded $3.4 million of software license revenue in 2003 for both Minnesota
and Lee County. In 2004, we had seven Odyssey contracts in process, several of which began late in the year.
We are recognizing revenue on these contracts using contract accounting and recorded approximately
$2.0 million of revenue for Odyssey contracts in 2004. The remaining decline reflects lower sales of our legacy
courts and justice products.
We have recently introduced a variety of new software products which have replaced certain legacy products.
The acceptance of these new products in the marketplace is on-going. The following software products have
been released in the last two years:
PRODUCTS
Odyssey Courts
Orion Appraisal and Tax and other related products
Eagle Document Management
GENERAL RELEASE DATE
September 2003
March 2004 – December 2004
July 2004
Software services. Software services revenues increased $4.9 million, or 13%, compared to the prior year period
after excluding the increase in software services revenues generated by Eden of $7.7 million. Higher software
services revenues were attributable to the following factors:
• Excluding Eden, software services revenues from our financial and city solutions products were $2.5 million,
or 14%, higher in 2004, primarily as a result of the increase in related software licenses sales over the prior
year. Typically, contracts for software license include services such as installing the software, converting the
customers’ data to be compatible with the software and training customer personnel to use the software.
Increased staffing levels also allowed for faster implementation of our backlog. In addition, we have been
expanding our application service provider (ASP) and disaster recovery markets, which contributed approxi-
mately $750,000 to the increase in 2004.
• Software services revenues related to appraisal software products for the year ended December 31, 2004
were $1.6 million higher than the prior year. Sales of Orion, our new appraisal and tax product generated
approximately $1.4 million of the increase.
• In 2004, our document management division entered into a $1.9 million contract to convert data into a
microfilm format, which generated a $675,000 increase in software services revenue over the prior year.
This contract is expected to be completed in late 2005.
Maintenance. We provide maintenance and support services for our software products and third party software.
Maintenance revenues for the year ended December 31, 2004 included $4.1 million from Eden, compared to
$300,000 for the same prior year period. Excluding the impact of Eden, maintenance revenues during the
24
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
year ended December 31, 2004 increased approximately 15% compared to 2003 due to growth in our installed
customer base and slightly higher maintenance rates on certain product lines.
Appraisal services. The decrease in appraisal services revenues is due to the completion of certain significant
appraisal contracts, particularly the completion of our contract with Lake County, Indiana in the fourth quarter of
2003. These larger projects are often relatively discretionary in nature, and the projects we recently completed
have not been replaced by similar projects.
Cost of Revenues and Gross Margins
The following table sets forth a comparison of the key components of our cost of revenues and associated
gross margins, and those components stated as a percentage of related revenues for the following years ended
December 31:
($ IN THOUSANDS)
Software licenses
Software services and maintenance
Appraisal services
Hardware and other
Total cost of revenues
Overall gross margin
2004
% OF RELATED
REVENUES
% OF RELATED
REVENUES
2003
2004 VS. 2003
$
%
$ 8,819
29%
$ 6,610
26%
$ 2,209
33%
72,609
20,132
5,425
68
73
77
56,892
21,275
3,844
67
71
73
1 5 ,717
(1,143)
1,581
28
(5)
41
$ 106,985
62%
$ 88,621
61%
$ 18,364
21%
38%
39%
Cost of software license revenues. The increase is related to the general release of several software development
products and the commencement of the related amortization expense. Once a product is released, we begin to
amortize the costs associated with its development over the estimated useful life of the product. Amortization
expense is determined on a product-by-product basis at an annual rate not less than straight-line basis over
the product’s estimated life (generally 3-5 years). Development costs consist mainly of personnel costs, such
as salary and benefits paid to our developers, and rent for related office space. Current year product releases
include the Orion appraisal and tax products and an enhancement to one of our financial and city solutions
products. Amortization expense for 2004 also includes a full year of expense related to Odyssey Courts versus
only four months in 2003.
Cost of software services and maintenance revenues. Cost of software services and maintenance revenues
primarily consists of expenses, such as personnel costs related to installation of our software licenses, conversion
of customer data, training customer personnel, support activities and various other services such as ASP and
disaster recovery. During the year ended December 31, 2004, Eden contributed cost of software services and
maintenance revenues of $7.9 million, compared to $500,000 in the prior year. Excluding Eden, cost of software
services and maintenance revenues increased $8.3 million, or 15%, during 2004. Additional staff has been added
to provide faster implementation of our existing backlog. Excluding Eden, software services and maintenance
revenues increased 14% for the year ended December 31, 2004 compared to 2003. Cost of software services and
maintenance revenues increased more than the associated revenues due to the time required to train and
orient additional personnel hired during 2004 before they can effectively perform revenue-generating tasks, such
as training and implementations. In addition, expenses increased as the costs related to certain employees
who previously worked on new software development products ceased to be capitalized as those projects were
completed and these employees moved into implementation and support functions.
Cost of appraisal services revenues. The decline in the cost of appraisal services revenues is consistent with lower
appraisal services revenues. In 2004, appraisal revenues declined at a faster rate than cost of appraisal revenues
due to the use of subcontractors to supplement our appraisal staff on some of our larger contracts during 2004,
25
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
resulting in lower margins. The nature and timing of these contracts required us to retain staff on either short
notice or with specific qualifications, thus increasing the associated costs as a percentage of appraisal revenues.
Gross margin. Excluding the results of Eden, our gross margin for 2004 was 37% compared to 39% in the prior
year. The decline in gross margin from the prior year period was due to the following factors:
• Higher amortization costs of our software development products released from mid-year 2003 through 2004;
and
• The utilization of sub-contractors by our property appraisal and tax and document management divisions
during 2004.
Selling, General and Administrative Expenses
The following table sets forth a comparison of our selling, general and administrative expenses (SG&A) for the
following years ended December 31:
($ IN THOUSANDS)
2004
% OF
REVENUES
2003
% OF
REVENUES
2004 VS. 2003
$
%
Selling, general and administrative expenses $ 45,451
26%
$ 38,390
26%
$ 7,061
18%
SG&A associated with Eden amounted to $4.4 million in 2004 compared to $350,000 in 2003. Excluding Eden,
SG&A increased 8% year-over-year. The increase in SG&A is a result of the following factors:
• Costs to comply with corporate governance and public disclosure requirements of the Sarbanes-Oxley Act
of 2002 and New York Stock Exchange rules, including those associated with documenting and testing internal
controls. Compliance costs have been very high and have significantly exceeded our original estimates.
These costs consist of the engagement of a third party firm to consult with us on the development and testing
of our controls, as well as the incremental costs associated with the independent auditors attesting to the
effectiveness of these controls. While some of the expenses we are incurring this year may be considered
“one-time” costs, it is clear that the new regulatory environment places an expensive burden on companies
that will continue into the future;
• Increased headcount in our sales and marketing areas to support geographic expansion;
• Higher commissions related to higher revenue levels; and
• Higher research and development costs.
Amortization of Acquisition Intangibles
The following table sets forth a comparison of amortization of acquisition intangibles for the following years
ended December 31:
($ IN THOUSANDS)
2004
2003
2004 VS. 2003
$
%
Amortization of acquisition intangibles
$ 2,714
$ 2,931
$ (217)
(7)%
Amortization expense has declined compared to the prior year due to certain intangible assets recorded for
previous acquisitions that became fully amortized beginning mid 2003 and throughout 2004. This decline was
offset somewhat by the amortization expense for acquisition intangibles recorded for the acquisition of Eden in
December 2003. Acquisition intangibles are composed of the excess of the purchase price over the fair value
of net tangible assets acquired that is allocated to acquired and amortizable software, customer related intan-
gibles and trade name with the remainder allocated to goodwill that is not subject to amortization. The estimated
useful lives of acquired software, customer related intangibles and trade name are 3 to 5 years, 20 to 25 years
26
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
and 5 to 25 years, respectively. Estimated annual amortization expense relating to acquisition intangibles for the
next five years is as follows (in thousands):
2005
2006
2007
2008
2009
$ 2,060
2,060
2,008
1,92 1
1,155
Realized Gain on Sale of Investment in H.T.E., Inc.
On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our
5.6 million shares of H.T.E., Inc. (“HTE”) common stock to SunGard Data Systems Inc. for $7.00 cash per share.
Our original cost basis in the HTE shares was $15.8 million. After transaction and other costs, we recorded a gross
realized gain of $23.2 million ($16.2 million or $0.36 per diluted share after income taxes of $7.0 million) for the
year ended December 31, 2003.
Income Tax Provision
The following table sets forth a comparison of our income tax provision for the following years ended December 31:
($ IN THOUSANDS)
Income tax provision
Effective income tax rate
2004
2003
2004 VS. 2003
$
%
$ 7,309
$ 13,106
$ (5,797)
(44)%
42%
34%
The effective income tax rates for the periods presented were different from the statutory United States federal
income tax rate of 35% primarily due to the utilization of the capital loss carryforward in 2003, increased state
income taxes and non-deductible meals and entertainment costs.
The income tax provision for the year ended December 31, 2003 includes income tax expense of $7.0 million
relating to the realized gain from the sale of our investment in HTE (after reduction in valuation allowance related
to the utilization of a capital loss carryforward amounting to $1.1 million on a tax-effected basis). For 2003, we
had an effective income tax rate of 38% (excluding the effect of the HTE gain) compared to 42% in 2004. The
majority of the increase was due to higher state income taxes because in 2004 we had more sales and profit-
ability in highly taxed states than in the prior year.
Discontinued Operations
One of our non-operating subsidiaries, Swan Transportation Company (“Swan”), had been involved in various
claims raised by former employees of a foundry that was owned by an affiliate of Swan and Tyler prior to
December 1995. These claims were for alleged work-related injuries and physical conditions resulting from alleged
exposure to silica, asbestos, and/or related industrial dusts. After a series of bankruptcy court filings involving
Swan, on December 23, 2003, Tyler in accordance with the terms of the plan of reorganization, transferred the stock
of Swan to the Swan Asbestos and Silica Trust (“Trust”), an unaffiliated entity that will oversee the processing
and payment of all present and future claims related to the foundry. On December 23, 2003, we paid $1.48 million
to the Trust in full and final release from all liability for claims associated with the once-owned foundry (the
“Swan Matter”). As a result of the release, any claimant is barred from asserting any such claim, either now or in
the future, against Tyler or its affected affiliates. During the year ended December 31, 2003, the gain on disposal
of discontinued operations of $424,000 primarily resulted because we fully settled the Swan Matter at an
amount less than initially recorded and certain aspects of the settlement were conducted in a beneficial tax
27
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
manner. Accordingly, we recognized for the first time certain tax benefits associated with payments on behalf
of the Swan Matter.
Net Income
The following table sets forth a comparison of our net income, earnings per diluted share, income from continuing
operations per diluted share and diluted weighted average shares outstanding for the following years ended
December 31:
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2004
2003
Net income
Earnings per diluted share
Income from continuing operations per diluted share
Diluted weighted average shares outstanding
$ 10,128
0.23
0.23
44,566
$ 26,402
0.59
0.58
45,035
2004 VS. 2003
$
%
$(16,274)
(62)%
(0.36)
(6 1 )
(0.35)
(60)
(469)
(1)
Net income for the year ended December 31, 2003 included a $16.2 million realized gain after income taxes relating
to the sale of our investment in HTE, which had a diluted earnings per share effect of $0.36 per diluted share.
2003 Compared to 2002
Revenues
The following table sets forth a comparison of the key components of our revenues for the following years ended
December 31:
($ IN THOUSANDS)
Software licenses
Software services
Maintenance
Appraisal services
Hardware and other
Total revenues
2003
% OF
TOTAL
$ 25,914
18%
37,128
47,157
30,011
5,244
25
32
21
4
2002
$ 24,278
25,703
40,667
37,319
5,930
% OF
TOTAL
1 8%
19
30
28
5
2003 VS. 2002
$
%
$ 1,636
7%
11,425
44
6,490
1 6
(7,308)
(20)
(686)
(12)
$ 145,454
100%
$ 133,897
100%
$ 1 1,557
9%
Software licenses. Software license revenues for 2003 benefited from the successful first phase installation
of Odyssey Courts in the State of Minnesota and Lee County, Florida. Software license revenues from these
two contracts totaled $3.4 million for the year ended December 31, 2003 compared to none in the prior year.
In addition, we increased revenues from our financial and city solutions software products by approximately
$200,000 primarily by increasing sales and implementation staff and releasing a new version of one of our
county tax products for our customers in the Midwest. However, sales of third-party software licenses relating
to our financial and city solutions products declined by approximately $700,000 due to the sales of a one-time
upgrade of the graphical user interface on some of our proprietary products in 2002 and decreased emphasis
on sales of third-party licenses in 2003. In late 2003, we opened a new financial and city solutions sales office in
California in an effort to further penetrate the west coast market.
We also experienced a decline in our property appraisal and tax software license revenues of approximately
$750,000. Most of this decline related to one large property appraisal and tax software installation in the third
quarter of 2002.
28
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Software services. Higher software services revenues were attributable to the following factors:
• Services related to implementation of Odyssey Courts. Our new courts and justice product accounted for
approximately 13% of the software services increase. In 2003, we recognized $3.4 million of services revenue
compared to $1.9 million in the prior year for Minnesota and Lee County contracts.
• Software services related to the increase in software license contracts signed in late 2002 and in the first half
of 2003. Increased training staff has also allowed for faster implementation of our backlog. Services related to
property appraisal and tax software and financial and city solutions software each contributed approximately
$4.7 million and $3.5 million, respectively, of the increase in 2003 over 2002.
Maintenance. The maintenance revenue increase was due to growth in our installed customer base and slightly
higher rates on certain product lines.
Appraisal services. The decrease is related to the completion and progression of several major appraisal
contracts. During 2003, we signed a new six-year contract to provide Nassau County, New York Board
of Assessors (“Nassau County Extension”) with updated property assessments and additional property
appraisal and tax software. The following table contains the appraisal services revenues for significant
contracts for the years presented:
($ IN THOUSANDS)
APPRAISAL
REVENUE RECORDED
YEAR ENDED DEC. 31,
2003
2002
TOTAL
APPRAISAL
REVENUES
PER CONTRACT
APPRAISAL
REVENUES
RECOGNIZED
TO DATE
ANTICIPATED CONTRACT
COMPLETION DATE
Nassau County, New York Board of Assessors $ 300
$ 12,100
$ 29,500
$ 29,500
First quarter 2003
Lake County, Indiana
Indiana Revaluations
Nassau County Extension
Franklin County, Ohio
6,300
8,200
15,300
15,300
Third quarter 2003
1,000
4,900
10,700
10,500
Mid-2004
5,300
2,700
—
—
25,300
5,300
Estimated fiscal 2009
9,100
2,700
Estimated mid-2005
Cost of Revenues and Gross Margins
The following table sets forth a comparison of the key components of our cost of revenues and gross margins,
and those components stated as a percentage of associated revenues for the years ended December 31:
($ IN THOUSANDS)
Software licenses
Software services and maintenance
Appraisal services
Hardware and other
Total cost of revenues
Overall gross margin
2003
% OF RELATED
REVENUES
$ 6,610
26%
67
7 1
73
56,892
2 1,275
3,844
$ 88,621
39%
2002
$ 5,482
50,175
% OF RELATED
REVENUES
2003 VS. 2002
$
%
23%
76
$ 1,128
6,717
21%
13
25,512
68
(4,237)
(17)
4,746
80
(902)
(19)
61%
$ 85,915
64%
$ 2,706
3%
36%
Cost of software license revenues. In September 2003, we began amortizing the software development costs of our
Odyssey Courts product, as it was complete and ready for general release to the public. The amortization for Odyssey
Courts is calculated using the straight-line method of amortization over an estimated five-year useful life. In 2003, we
recorded amortization expense of approximately $559,000 related to Odyssey Courts for the period September 1,
2003 (general release date) through December 31, 2003. In addition, during 2002, we had several smaller products in
the development stage released in late 2002 and early 2003 that contributed to the increase in amortization expense.
29
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Cost of software services and maintenance revenues. The increase in costs is consistent with higher software
services and maintenance revenues for the same periods, although software services and maintenance revenues
grew at a more rapid rate than the cost of those revenues, which is reflective of more efficient utilization of our
support and maintenance staff and economies of scale.
Cost of appraisal services revenues. The decrease in the cost of appraisal services revenues is consistent with the
decrease in appraisal services revenues. We often hire temporary employees to assist in appraisal projects whose
term of employment generally ends with the projects’ completion. However, key appraisal personnel and manage-
ment were retained in anticipation of new appraisal contracts, which contributed to a 3% decline in appraisal
gross margins compared to 2002.
Gross margin. Our overall gross margin improved over the prior year due to higher software services and
maintenance revenues without a corresponding increase in related personnel costs reflecting a more efficient
utilization of our support and maintenance staff and economies of scale. Improvements in software services and
maintenance gross margin were slightly offset by declines in software license gross margin due to amortization of
new product releases and declines in the appraisal services gross margin.
Selling, General and Administrative Expenses
The following table sets forth a comparison of our SG&A for the following years ended December 31:
($ IN THOUSANDS)
2003
% OF
REVENUE
2002
% OF
REVENUE
2003 VS. 2002
$
%
Selling, general and administrative expenses $ 38,390
26%
$ 33,914
25%
$ 4,476
13%
The increase in selling, general and administrative expenses in 2003 compared to 2002 is a result of the following
factors:
• Increased bonus expense for key management personnel as a result of our improved operating performance;
• Higher commission expense that resulted from increased revenues;
• Annual salary adjustments and increased headcount;
• Increased advertising and marketing expenses, primarily related to new products and services; and
• Higher research and development costs.
Amortization of Acquisition Intangibles
The following table sets forth a comparison of amortization of acquisition intangibles for the following years
ended December 31:
($ IN THOUSANDS)
2003
2002
2003 VS. 2002
$
%
Amortization of acquisition intangibles
$ 2,931
$3,329
$ (398)
(12)%
The decrease in amortization from 2002 is related to certain of our acquisition intangibles becoming fully amortized
during 2003.
30
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Other Income (Expense), Net
The following table sets forth a comparison of the key components of other income (expense), net for the
following years ended December 31:
($ IN THOUSANDS)
2003
2002
Legal fees associated with investment in HTE
Interest income
Interest expense
Realized net loss on sale of short-term investments
available-for-sale
Minority interest
$ —
633
(257)
(39)
2
2003 VS. 2002
$
%
$ 704
100%
440
228
(70)
37
$ (704)
193
(187)
—
—
(39)
(100)
2
100
Total other income (expense), net
$ 339
$ (698)
During the year ended December 31, 2002, we incurred approximately $704,000 of legal and other costs
associated with legal matters concerning various tort claims HTE alleged against us and HTE’s attempted
redemption of our 5.6 million shares for $1.30 per share. In September 2002, HTE released us from all tort
claims and a court declared HTE’s reported redemption of our shares was invalid. In March 2003, we sold
for cash our entire investment in HTE for $7.00 per share.
The increase in interest income is related to higher invested cash balances, including $39.3 million in cash
received upon the sale of our investment in HTE in late March 2003, proceeds from the exercise of stock options,
as well as cash generated from operations. The cash received from the sale of HTE was offset by payments
totaling $24.1 million for repurchase of a total of approximately 6.0 million shares of our common stock in a
modified Dutch Auction tender offer in May 2003 and on the open market throughout 2003. In addition, we
made a cash payment of approximately $12.1 million, net of cash acquired, for two acquisitions made in December
2003, the most significant of which is Eden.
Income Tax Provision
The following table sets forth a comparison of our income tax provision for the following years ended December 31:
($ IN THOUSANDS)
Income tax provision
Effective income tax rate
2003
2002
2003 VS. 2002
$
%
$ 13,106
$ 3,869
$ 9,237
239%
34%
39%
The 2003 income tax provision includes income tax expense of approximately $7.0 million relating to the realized
gain from the sale of our investment in HTE (after reduction in valuation allowance related to the utilization of
a capital loss carryforward amounting to $1.1 million on a tax-effected basis). For the year ended December 31,
2003, we had an effective income tax rate of 38% (excluding the effect of the HTE gain). The effective income
tax rates for 2003 compared to 2002 were different from the statutory United States federal income tax rate
of 35% primarily due to the utilization of the capital loss carryforward in 2003, state income taxes and non-
deductible meals and entertainment costs.
31
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Net Income
The following table sets forth a comparison of our net income, earnings per diluted share, income from continuing
operations per diluted share and diluted weighted average shares outstanding for the years ended December 31:
(IN THOUSANDS, EXCEPT PER SHARE DATA)
2003
2002
2003 VS. 2002
$
%
Net income
Earnings per diluted share
Income from continuing operations per diluted share
$ 26,402
$ 7,989
$ 18,413
230%
0.59
0.58
0.16
0.12
Diluted weighted average shares outstanding
45,035
49,493
(4,458)
(9)
During 2003, we repurchased approximately 6.0 million shares of our common stock through our modified Dutch
Auction tender offer and purchases on the open market. Had we not executed those repurchases, our net income
per share including the gain on the sale of our investment in HTE, for the year ended December 31, 2003 would
have been reduced by $0.07 per diluted share.
NEW ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board (“FASB”) recently enacted Statement of Financial
Accounting Standards No. 123R (“SFAS No. 123R”), “Share-Based Payment” which replaces Statement of Financial
Accounting Standards No. 123 (“SFAS No. 123”), “Accounting for Stock-Based Compensation” and supersedes
APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires the measurement of all
employee share-based payments to employees, including grants of employee stock options, using a fair-value-
based method and the recording of such expense in our consolidated statements of operations. The accounting
provisions of SFAS No. 123R are effective for reporting periods beginning after June 15, 2005.
We are required to adopt SFAS No. 123R in the third quarter of 2005. The pro forma disclosures previously
permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. See Note 1
in our Notes to Consolidated Financial Statements for the estimated impact on net income and net income
per diluted share amounts for the third and fourth quarter of 2005, of recording share-based payments in our
consolidated statement of operations using a fair-value-based method similar to the methods required under
SFAS No. 123R to measure compensation expense for employee stock incentive awards.
FINANCIAL CONDITION AND LIQUIDITY
Historically, we have funded our operations and cash expenditures primarily with cash generated from operating
activities. As of December 31, 2004, our balance in cash and cash equivalents was $12.6 million and we had
short-term investments of $13.8 million, compared to cash and cash equivalents of $10.3 million and short-term
investments of $11.7 million at December 31, 2003. Cash provided by operating activities was $22.2 million
compared to cash provided by operations of $22.5 million in 2003 and $19.8 million in 2002. Cash and short-term
investments increased primarily due to continued strong operating performance and collections of receivables.
At December 31, 2004, our days sales outstanding (“DSOs”) were 92 days compared to DSOs of 98 days at
December 31, 2003. The decrease in DSOs is due primarily to continued strong cash collections during 2004.
DSOs are determined based on accounts receivable divided by the quotient of annualized quarterly revenues
divided by 360 days.
32
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Investing activities used cash of $9.9 million in 2004 compared to $590,000 in 2003 and $8.0 million in 2002.
The cash used in investing activities in 2004 was comprised of investments in software development costs and
property and equipment, short-term bond funds and additional purchase price payments related to the Eden
acquisition. Investing activities in 2003 included $39.3 million of gross proceeds on the sale of our investment in
H.T.E., Inc. which was offset by the investment of such proceeds in short-term bond funds, software development
costs, property and equipment and the acquisition of Eden.
On February 11, 2005, we entered into a new revolving bank credit agreement (the “2005 Credit Facility”). The
2005 Credit Facility matures February 11, 2008 and provides for total borrowings of up to $30.0 million and a
$10.0 million Letter of Credit facility under which the banks will issue cash collateralized letters of credit. As of
February 28, 2005, our effective interest rate was 4.2% under the 2005 Credit Facility. As of December 31, 2004
we had no debt and outstanding letters of credit totaling $4.8 million under a previous debt agreement to secure
surety bonds required by some of our customer contracts. As of February 28, 2005, we had no outstanding
borrowings under the 2005 Credit Facility.
During 2004, we made capital expenditures of $6.8 million, including $4.6 million for software development costs.
The other expenditures related to computer equipment, furniture and fixtures and expansions related to internal
growth. Capital expenditures were funded from cash generated from operations.
Proceeds from sales of short-term investments were $10.1 million during 2004. Interest and dividends were
reinvested. During 2004, we invested $8.9 million in auction rate municipal bonds. The bonds pay interest at
various fixed rates.
Pursuant to our purchase agreement with Eden, two of the shareholders of Eden were granted the right to “put”
their remaining shares to Tyler and we were also granted the right to “call” the remaining shares. In January
2004, we purchased 500 shares for $145,000 in cash. We purchased the remaining 2,000 shares for a cash
purchase price of $580,000 in July 2004.
Financing activities used cash of $9.9 million in 2004 compared to $25.4 million in 2003 and $3.4 million in
2002. The cash used in financing activities in 2004 was primarily comprised of purchases of treasury shares net
of proceeds from stock option exercises. Financing activities in 2003 included the purchase of approximately
6.0 million shares of our common stock through our modified Dutch Auction tender offer and purchases on the
open market for $24.1 million.
During 2004, we purchased approximately 1.5 million shares of our common stock for an aggregate cash
purchase price of $12.5 million.
In 2004, we received $1.9 million from the exercise of options to purchase approximately 680,000 shares of
our common stock under our employee stock option plan. During 2003 we issued 554,000 shares of common
stock and received $1.7 million in aggregate proceeds, upon exercise of stock options and during 2002 we issued
491,000 shares of common stock and received $1.6 million in aggregate proceeds upon exercise of stock options.
During 2004, we received $673,000 for contributions to the Tyler Technologies, Inc. Employee Stock Purchase
Plan (“the ESPP”), which was adopted by our shareholders in May 2004. In October 2004, we issued 44,000
shares of common stock for contributions made to the ESPP during the three months ended September 30, 2004.
In January 2005, we issued 48,000 shares of common stock for contributions made to the ESPP during the
three months ended December 31, 2004.
In March 2003 we retired an outstanding $2.5 million, 10% promissory note payable. The note was originally due
in January 2005 and required quarterly interest payments.
33
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
Subsequent to December 31, 2004 and through March 1, 2005 we have purchased approximately 915,000 shares
of our common stock for an aggregate cash purchase price of $6.3 million.
Excluding acquisitions, we anticipate that 2005 capital spending will be approximately $6.2 million, $3.9 million of
which will be related to software development. Capital spending in 2005 is expected to be funded from existing
cash balances and cash flows from operations.
From time to time we will engage in discussions with potential acquisition candidates. In order to pursue such
opportunities, which could require significant commitments of capital, we may be required to incur debt or to
issue additional potentially dilutive securities in the future. No assurance can be given as to our future acqui-
sition opportunities and how such opportunities will be financed. In the absence of future acquisitions of
other businesses, we believe our current cash balances and expected future cash flows from operations will
be sufficient to meet our anticipated cash needs for working capital, capital expenditures and other activities
through the next twelve months. If operating cash flows are not sufficient to meet our needs, we may borrow
under our credit agreement.
We primarily lease offices, as well as transportation, computer and other equipment used in our operations under
non-cancelable operating lease agreements expiring at various dates through 2013. Most leases contain renewal
options and some contain purchase options. Following are the future obligations under non-cancelable leases at
December 31, 2004 (in thousands):
Future rental payments under operating leases $4,580
$3,938
$3,735
$3,740
$3,705
$5,806
$25,504
2005
2006
2007
2008
2009
THEREAFTER
TOTAL
It is not our usual business practice to enter into off-balance sheet arrangements. Moreover, it is not our normal
policy to issue guarantees to third parties. As of December 31, 2004, we have no material purchase commitments,
except for the operating lease commitments listed above.
CAPITALIZATION
At December 31, 2004, our capitalization consisted of $118.4 million of shareholders’ equity.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may affect us due to adverse changes in financial market prices and
interest rates. As of December 31, 2004, we had funds invested in a state and municipal bond mutual fund
and auction rate municipal and corporate bonds, all of which we accounted for in accordance with SFAS No. 115,
“Accounting for Certain Investments in Debt and Equity Securities.” These investments were treated as available-
for-sale under SFAS No. 115. The carrying value of these investments approximates fair market value. We are not
exposed to any market risk related to the municipal bond mutual fund as we liquidated it in February 2005. Due
to the nature of the auction rate municipal and corporate bonds, we are not subject to significant market rate risk.
We have no outstanding debt at December 31, 2004, and we therefore are not subject to any interest rate risk.
34
T Y L E R T E C H N O LO G I E S
R E P O R T O F I N D E P E N D E N T R E G I S T E R E D P U B L I C AC C O U N T I N G F I R M
The Board of Directors and Shareholders
Tyler Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Tyler Technologies, Inc. and subsidiaries as
of December 31, 2004 and 2003, and the related consolidated statements of operations, shareholders’ equity,
and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reason-
able assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Tyler Technologies, Inc. and subsidiaries at December 31, 2004 and 2003, and the consolidated
results of their operations and their cash flows for each of the three years in the period ended December 31,
2004, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the effectiveness of Tyler Technologies, Inc.’s internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 3, 2005
expressed an unqualified opinion thereon.
Dallas, Texas
March 3, 2005
35
T Y L E R T E C H N O LO G I E S
R E P O R T O F I N D E P E N D E N T R E G I S T E R E D P U B L I C AC C O U N T I N G F I R M
The Board of Directors and Shareholders
Tyler Technologies, Inc.
We have audited management’s assessment, included in the accompanying Management’s Report on Internal
Controls over Financial Reporting, that Tyler Technologies, Inc. maintained effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Tyler
Technologies, Inc.’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to
express an opinion on management’s assessment and an opinion on the effectiveness of the company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, evaluating management’s assess-
ment, testing and evaluating the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, management’s assessment that Tyler Technologies, Inc. maintained effective internal control over
financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the COSO criteria.
Also, in our opinion, Tyler Technologies, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2004, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Tyler Technologies, Inc. as of December 31, 2004 and 2003,
and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the three
years in the period ended December 31, 2004 and our report dated March 3, 2005 expressed an unqualified
opinion thereon.
Dallas, Texas
March 3, 2005
36
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S A S S E S S M E N T O F E F F E C T I V E N E S S O F T H E C O M PA N Y ’ S
I N T E R N A L C O N T R O L OV E R F I N A N C I A L R E P O R T I N G
Evaluation of Disclosure Controls and Procedures – Our chief executive officer and our chief financial officer have
evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
Securities Exchange Act Rules 13a-15(e)) as of December 31, 2004. Based on such evaluation, our chief executive
officer and chief financial officer have concluded that as of December 31, 2004 such disclosure controls and
procedures were effective and designed to ensure that information required to be disclosed by us in the reports
we file or submit under the Securities Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to
ensure that information required to be disclosed by us in such reports is accumulated and communicated to
our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.
Internal Control Over Financial Reporting – During the quarter ended December 31, 2004, there were no
changes in our internal controls over financial reporting, as defined in Securities Exchange Act Rule 13a-15(f)
and 15d-15(f), that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
Management’s Report on Internal Control Over Financial Reporting – Tyler’s management is responsible for
establishing and maintaining effective internal control over financial reporting as defined in Securities Exchange
Act Rule 13a-15(f). Tyler’s internal control over financial reporting is designed to provide reasonable assurance
to Tyler’s management and board of directors regarding the preparation and fair presentation of published
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstate-
ments. Therefore, even those systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation.
Management assessed the effectiveness of Tyler’s internal control over financial reporting as of December 31,
2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on our
assessment, we believe that, as of December 31, 2004, Tyler’s internal control over financial reporting is
effective based on those criteria.
Management’s assessment of the effectiveness of internal control over financial reporting as of December 31,
2004 has been audited by Ernst & Young, LLP, the independent registered public accounting firm who also
audited Tyler’s consolidated financial statements. Ernst & Young’s attestation report on management’s assessment
of Tyler’s internal control over financial reporting appears on page 36 hereof.
37
T Y L E R T E C H N O LO G I E S
C O N S O L I DAT E D S TAT E M E N T S O F O P E R AT I O N S
FOR THE YEARS ENDED DECEMBER 31
In thousands, except per share amounts
2004
2003
2002
Revenues:
Software licenses
Software services
Maintenance
Appraisal services
Hardware and other
Total revenues
Cost of revenues:
Software licenses
Software services and maintenance
Appraisal services
Hardware and other
Total cost of revenues
Gross profit
$ 30,258
49,786
57,760
27,394
7,072
$ 25,914
37,128
47,157
30,011
5,244
$ 24,278
25,703
40,667
37,319
5,930
172,270
145,454
133,897
8,819
72,609
20,132
5,425
6,610
56,892
21,275
3,844
5,482
50,175
25,512
4,746
106,985
88,621
85,915
65,285
56,833
47,982
Selling, general and administrative expenses
45,451
38,390
33,914
Amortization of acquisition intangibles
Operating income
Realized gain on sale of investment in H.T.E., Inc.
Other income (expense), net
Income from continuing operations before income taxes
Income tax provision
Income from continuing operations
2,714
17,120
—
317
17,437
7,309
10,128
2,931
15,512
23,233
339
39,084
13,106
25,978
Gain on disposal of discontinued operations, after income taxes
—
424
3,329
10,739
—
(698)
10,041
3,869
6,172
1,817
Net income
$ 10,128
$ 26,402
$ 7,989
Basic income per common share:
Continuing operations
Discontinued operations
$ 0.25
$ 0.61
$ 0.1 3
—
0.01
0.04
Net income per common share
$ 0.25
$ 0.62
$ 0.1 7
Diluted income per common share:
Continuing operations
Discontinued operations
$ 0.23
$ 0.58
$ 0.1 2
—
0.01
0.04
Net income per common share
$ 0.23
$ 0.59
$ 0.1 6
Basic weighted average common shares outstanding
Diluted weighted average common shares outstanding
41 ,288
44,566
42,547
45,035
47,136
49,493
See accompanying notes.
38
DECEMBER 31
In thousands, except share and per share amounts
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments available-for-sale
T Y L E R T E C H N O LO G I E S
C O N S O L I DAT E D B A L A N C E S H E E T S
2004
2003
$ 12,573
$ 10,268
13,832
11,669
Accounts receivable (less allowance for losses of $986 in 2004 and $1,094 in 2003)
45,801
42,517
Prepaid expenses and other current assets
Deferred income taxes
Total current assets
Property and equipment, net
Other assets:
Restricted certificate of deposit
Goodwill
Customer related intangibles, net
Software, net
Trade name and other acquisition intangibles, net
Sundry
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued liabilities
Deferred revenue
Income taxes payable
Total current liabilities
Deferred income taxes
Minority interest
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $10.00 par value; 1,000,000 shares authorized, none issued
Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares
issued in 2004 and 2003
Additional paid-in capital
Accumulated deficit
5,042
1,611
3,853
1,536
78,859
69,843
6,624
6,927
7,500
53,709
18,855
23,385
1,369
186
7,500
53,932
20,014
26,390
1,476
314
$ 190,487
$ 186,396
$ 2,890
$ 2,378
13,660
14,541
41,541
37,843
1,023
530
59,1 1 4
55,292
12,973
—
13,182
15
—
481
152,870
—
481
156,201
(4,424)
(14,552)
Accumulated other comprehensive loss, net of tax
—
Treasury stock, at cost; 7,423,361 and 6,703,763 shares in 2004 and 2003, respectively
(30,527)
Total shareholders’ equity
118,400
(32)
(24,191)
117,907
$ 190,487
$ 186,396
See accompanying notes.
39
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
C O N S O L I DAT E D S TAT E M E N T S O F S H A R E H O L D E R S ’ E Q U I T Y
FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
COMMON STOCK
SHARES
AMOUNT
ADDITIONAL
PAID-IN
CAPITAL
ACCUMULATED
OTHER
COMPREHENSIVE ACCUMULATED
INCOME (LOSS)
DEFICIT
TREASURY STOCK
SHARES
AMOUNT
TOTAL
SHAREHOLDERS’
EQUITY
In thousands
Balance at December 31, 2001
48,148
$ 481
$ 157,242
$ (4,545) $ (48,943)
(920) $ (3,351) $ 100,884
Comprehensive income:
Net income
—
—
—
—
7,989
Unrealized gain on investment
security, net of tax
—
—
—
11,963
—
—
—
—
—
7,989
11,963
19,952
Total comprehensive income
Issuance of shares pursuant to
stock compensation plans
Treasury stock purchases
Federal income tax benefit related
—
—
—
—
(542)
—
to exercise of stock options
—
—
198
—
—
—
—
491
2,164
1,622
— (1,500)
(4,000)
(4,000)
—
—
—
198
Balance at December 31, 2002
48,148
481
156,898
7,418
(40,954) (1,929)
(5,187)
118,656
Comprehensive income:
Net income
—
—
Unrealized loss on investment
securities, net of tax
—
—
Reclassification adjustment, net
—
—
of income taxes of $3,995
—
—
—
(7,418)
—
26,402
(32)
—
—
—
—
—
—
26,402
—
—
(32)
(7,418)
18,952
Total comprehensive income
Issuance of shares pursuant to
stock compensation plans
Treasury stock purchases
Stock warrant exercises
Federal income tax benefit related
to exercise of stock options
Shares issued for acquisitions
—
—
—
—
—
—
—
—
—
—
(645)
—
(1,584)
292
1,240
—
—
—
—
—
—
554
2,318
1,673
— (6,019)
(24,104)
(24,104)
—
393
1,584
—
—
—
—
297
—
1,198
292
2,438
Balance at December 31, 2003
48,148
481
156,201
(32)
(14,552) (6,704)
(24,191)
117,907
Comprehensive income:
Net income
—
—
Unrealized loss on investment
securities, net of tax
—
—
Reclassification adjustment, net
of income taxes of $37
—
—
—
—
—
—
10,128
(37)
69
—
—
—
—
—
—
—
—
10,128
(37)
69
10,160
Total comprehensive income
Issuance of shares pursuant to
stock compensation plans
Treasury stock purchases
Stock warrant exercises
Issuance of shares pursuant to
—
—
—
—
(3,704)
—
—
—
(143)
employee stock purchase plan
—
—
(66)
Federal income tax benefit related
to exercise of stock options
—
—
582
Balance at December 31, 2004
48,148
$ 481 $ 152,870
$
See accompanying notes.
40
—
—
—
—
—
—
—
680
5,644
1,940
— (1,459)
(12,518)
(12,518)
—
16
143
—
44
395
—
—
—
—
329
582
$ (4,424) (7,423) $ (30,527) $ 118,400
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
M A N AG E M E N T ’ S D I S C U S S I O N A N D A N A LYS I S O F F I N A N C I A L C O N D I T I O N A N D R E S U LT S O F O P E R AT I O N S
C O N S O L I DAT E D S TAT E M E N T S O F C A S H F LOW S
FOR THE YEARS ENDED DECEMBER 31
2004
2003
2002
In thousands
Cash flows from operating activities:
Net income
$ 10,128
$ 26,402
$ 7,989
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization
11,386
9,396
8,522
Realized gain on sale of investment in H.T.E., Inc.
Realized net losses on sales of investment securities
Non-cash interest and other charges
Provision for losses – accounts receivable
Deferred income tax (benefit) provision
Discontinued operations – noncash charges and changes in
—
106
88
796
(300)
(23,233)
39
219
1,104
4,628
—
—
348
727
3,384
operating assets and liabilities
—
(843)
(2,458)
Changes in operating assets and liabilities, exclusive of effects
of acquired companies and discontinued operations:
Accounts receivable
Income tax payable
Prepaid expenses and other current assets
Accounts payable
Accrued liabilities
Deferred revenue
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from sale of investment in H.T.E., Inc.
Purchases of short-term investments
Proceeds from sales of short-term investments
Cost of acquisitions, net of cash acquired
Increase in restricted certificate of deposit
Investment in software development costs
Additions to property and equipment
Proceeds from disposal of discontinued operations and related assets
Other
Net cash used by investing activities
Cash flows from financing activities:
Payments on notes payable
Payment of debt of discontinued operations
(3,760)
1,063
(1,084)
511
(961)
4,186
22,159
(7,354)
728
(77)
(238)
2,603
9,161
22,535
—
39,333
(12,277)
(27,758)
10,055
16,000
(946)
—
(4,575)
(2,267)
—
96
(9,914)
(35)
—
(12,109)
(7,500)
(6,761)
(1,796)
127
(126)
(590)
(2,990)
—
1,056
151
(316)
354
1,095
(1,007)
19,845
—
—
—
—
—
(7,210)
(2,508)
1,807
(63)
(7,974)
(456)
(324)
Purchase of treasury shares
(12,518)
(24,104)
(4,000)
Contributions from employee stock purchase plan
Proceeds from exercise of stock options
Debt issuance costs
673
1,940
—
—
1,673
—
—
1,622
(240)
Net cash used by financing activities
(9,940)
(25,421)
(3,398)
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
2,305
10,268
(3,476)
13,744
8,473
5,271
Cash and cash equivalents at end of year
$ 12,573
$ 10,268
$ 13,744
See accompanying notes.
41
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
(Tables in thousands, except per share data)
December 31, 2004 and 2003
( 1 ) S U M M A R Y O F S I G N I F I C A N T A C C O U N T I N G P O L I C I E S
DESCRIPTION OF BUSINESS
We provide integrated software systems and related services for local governments. We develop and market
a broad line of software products and services to address the information technology (“IT”) needs of cities,
counties, schools and other local government entities. In addition, we provide professional IT services to our
customers, including software and hardware installation, data conversion, training, and for certain customers,
product modifications, along with continuing maintenance and support for customers using our systems. We also
provide property appraisal outsourcing services for taxing jurisdictions.
Tyler’s business is subject to risks and uncertainties including dependence on information technology spending
by customers, fluctuations of quarterly results, a lengthy and variable sales cycle, dependence on key personnel,
dependence on principal products and third-party technology and rapid technological change.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include our parent company and our subsidiaries, all of which are wholly-
owned as of December 31, 2004 (see Note 2). All significant intercompany balances and transactions have been
eliminated in consolidation. In 2005 we merged all of our subsidiaries into the parent company.
CASH, CASH EQUIVALENTS, SHORT-TERM INVESTMENTS AND OTHER
Cash equivalents include items almost as liquid as cash, such as money market investments with insignificant
interest rate risk and original maturities of three months or less at the time of purchase. For purposes of the
statements of cash flows, we consider all investments with original maturities of three months or less to be cash
equivalents.
In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain
Investments in Debt and Equity Securities,” we determine the appropriate classification of debt and equity secu-
rities at the time of purchase and re-evaluate the classification as of each balance sheet date. At December 31,
2004 and 2003, we classified our short-term investments as available-for-sale securities pursuant to SFAS No. 115.
Investments which are classified as available-for-sale are recorded at fair value as determined by quoted market
price and unrealized holding gains and losses, net of the related tax effect, if any, are not reflected in earnings
but are reported as a separate component of other comprehensive income until realized. Interest and dividends
earned on these securities are reinvested in the securities. The cost basis of securities sold is determined using
the average cost method. Following is a summary of short-term investments:
UNREALIZED UNREALIZED ESTIMATED
FAIR VALUE
LOSSES
GAINS
$
$
—
—
—
$
$
—
—
—
$ 8,925
4,907
$ 13,832
DECEMBER 31, 2004
Auction rate municipal bonds
State and municipal bond mutual fund
COST
$ 8,925
4,907
$ 13,832
42
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
DECEMBER 31, 2003
State and municipal bond mutual fund
Fixed income securities mutual fund
COST
$ 5,843
5,875
$ 1 1 ,718
UNREALIZED UNREALIZED ESTIMATED
FAIR VALUE
LOSSES
GAINS
$
$
—
—
—
$
(6)
$ 5,837
(43)
5,832
$
(49)
$ 11,669
Included in other assets is a $7.5 million restricted certificate of deposit with a maturity in excess of one year
which collateralizes letters of credit required under our surety bond program. These letters of credit expire during
2005 and early 2006.
REVENUE RECOGNITION
We earn revenue from software licenses, postcontract customer support (“PCS” or “maintenance”), hardware,
software related services and appraisal services. PCS includes telephone support, bug fixes, and rights to
upgrades on a when-and-if available basis. We provide services that range from installation, training, and basic
consulting to software modification and customization to meet specific customer needs. In software arrange-
ments that include rights to multiple software products, specified upgrades, PCS, and/or other services, we allocate
the total arrangement fee among each deliverable based on the relative fair value of each. Fair values are
estimated using vendor specific objective evidence.
We recognize revenue from software transactions in accordance with Statement of Position (“SOP”) 97-2,
“Software Revenue Recognition,” as amended by SOP 98-4 and SOP 98-9 and, in accordance with the Securities
and Exchange Commission Staff, Accounting Bulletin No. 104, “Revenue Recognition” as follows:
Software Licenses:
We recognize the revenue allocable to software licenses and specified upgrades upon delivery of the software
product or upgrade to the customer, unless the fee is not fixed or determinable or collectibility is not probable.
If the fee is not fixed or determinable, including new customers whose payment terms are three months or more
from shipment, revenue is generally 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
product’s functionality.
A majority of our software arrangements involve “off-the-shelf” software. We consider software to be off-the-
shelf software if it can be added to an arrangement with minor changes in the underlying code and it can be
used by the customer for the customer’s purpose upon installation. For off-the-shelf software arrangements, we
recognize the software license fee as revenue after delivery has occurred, customer acceptance is reasonably
assured, that portion of the fee represents a non-refundable enforceable claim and is probable of collection, and
the remaining services such as training are not considered essential to the product’s functionality.
For arrangements that include customization or modification of the software, or where software services are
otherwise considered essential, we recognize revenue using contract accounting. We use the percentage-of-
completion method to recognize revenue from these arrangements. We measure progress-to-completion
primarily using labor hours incurred, or value added. The percentage-of-completion methodology generally
results in the recognition of reasonably consistent profit margins over the life of a contract since we have the
ability to produce reasonably dependable estimates of contract billings and contract costs. We use the level
of profit margin that is most likely to occur on a contract. If the most likely profit margin cannot be precisely
determined, the lowest probable level of profit in the range of estimates is used until the results can be estimated
more precisely. These arrangements are often implemented over an extended time period and occasionally
43
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
require us to revise total cost estimates. Amounts recognized in revenue are calculated using the progress-to-
completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated
contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts
are recorded in the period in which we first determine that a loss is apparent.
Software Services:
Some of our software arrangements include services considered essential for the customer to use the software
for the customer’s purposes. For these software arrangements, both the software license revenue and the
services revenue are 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 we perform the services.
Appraisal Services:
For our real estate appraisal projects, we recognize revenue using the proportionate performance method of
revenue recognition since many of these projects are often implemented over a one to three year period and
consist of various unique activities. Under this method of revenue recognition, we identify each activity for the
appraisal project with a typical project generally calling for bonding, office set up, training, routing of map informa-
tion, data entry, data collection, data verification, informal hearings, appeals and project management. Each
activity or act is specifically identified and assigned an estimated cost. Costs which are considered to be associ-
ated with indirect activities, such as bonding costs and office set up, are expensed as incurred. These costs are
typically billed as incurred and are recognized as revenue equal to cost. Direct contract fulfillment activities
and related supervisory costs such as data collection, data entry and verification are expensed as incurred. The
direct costs for these activities are determined and the total contract value is then allocated to each activity
based on a consistent profit margin. Each activity is assigned a consistent unit of measure to determine progress
towards completion and revenue is recognized for each activity based upon the percentage complete as applied
to the estimated revenue for that activity. Progress for the fulfillment activities is typically based on labor hours
or an output measure such as the number of parcel counts completed for that activity. Estimated losses on
uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.
Computer Hardware Equipment:
Revenue allocable to computer hardware equipment, which is based on vendor specific objective evidence of fair
value, is recognized when we deliver the equipment and collection is probable.
Postcontract Customer Support:
Our customers generally enter into PCS agreements when they purchase our software licenses. Our PCS agree-
ments are generally renewable every year. 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.
Fair value for the maintenance and support obligations for software licenses is based upon the specific sale
renewals to customers or upon renewal rates quoted in the contracts.
Other:
Deferred revenue consists primarily of payments received in advance of revenue being earned under software
licensing, software services, hardware installation and support and maintenance contracts. Unbilled revenue is not
billable at the balance sheet date but is recoverable over the remaining life of the contract through billings made
in accordance with contractual agreements.
Prepaid expenses and other current assets include direct and incremental costs, consisting primarily of third party
sub-contractor payments and commissions associated with arrangements for which revenue recognition has been
deferred. Such costs are expensed at the time the related revenue is recognized.
44
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
USE OF ESTIMATES
The preparation of our consolidated financial statements in conformity with accounting principles generally
accepted in the United States (“GAAP”) requires us to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Significant items
subject to such estimates and assumptions include the application of the percentage-of-completion and proportionate
performance methods of revenue recognition, the carrying amount and estimated useful lives of intangible assets
and valuation allowance for receivables. Actual results could differ from those estimates.
PROPERTY AND EQUIPMENT, NET
Property, equipment and purchased software are recorded at original cost and increased by the cost of any
significant improvements after purchase. We expense maintenance and repairs when incurred. Depreciation and
amortization is calculated using the straight-line method over the shorter of the asset’s estimated useful life or
the term of the lease in the case of leasehold improvements. For income tax purposes, we use accelerated depre-
ciation methods as allowed by tax laws.
INTEREST COST
We capitalize interest cost as a component of capitalized software development costs. We capitalized interest
costs of $63,000 during 2003 and $269,000 during 2002. We did not capitalize any interest costs during 2004.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are included with selling, general and administrative expenses and are expensed
when incurred. We expensed research and development costs of $2.5 million during 2004, $1.1 million during
2003, and $611,000 during 2002.
OTHER INCOME (EXPENSE), NET
Components of other income (expense), net are as follows:
YEARS ENDED DECEMBER 31,
2004
2003
2002
Interest income
Interest expense
Realized net loss on sales of short-term investments available-for-sale
Minority interest (see Note 2)
Legal fees associated with investment in H.T.E., Inc. (See Note 6)
$ 638
(192)
(106)
(23)
—
$ 633
(257)
(39)
2
—
$ 317
$ 339
$ 193
(187)
—
—
(704)
$ (698)
INCOME TAXES
Income taxes are accounted for under the asset and liability method. Deferred taxes arise because of different
treatment between financial statement accounting and tax accounting, known as “temporary differences.” We
record the tax effect of these temporary differences as “deferred tax assets” (generally items that can be used
as a tax deduction or credit in the future periods) and “deferred tax liabilities” (generally items that we received
a tax deduction for, which have not yet been recorded in the income statement). The deferred tax assets and
liabilities are measured using enacted tax rules and laws that are expected to be in effect when the temporary
45
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
differences are expected to be recovered or settled. A valuation allowance would be established to reduce
deferred tax assets if it is likely that a deferred tax asset will not be realized.
STOCK COMPENSATION
In accordance with SFAS No. 123, “Accounting for Stock-Based Compensation,” we elected to account for our
stock-based compensation under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock
Issued to Employees,” as amended, and related interpretations, including Financial Accounting Standards Board
(“FASB”) Interpretation No. 44, “Accounting for Certain Transactions involving Stock Compensation,” an interpre-
tation of APB No. 25, issued in March 2000. Under APB No. 25’s intrinsic value method, compensation expense
is determined on the measurement date; that is, the first date on which both the number of shares the option
holder is entitled to receive, and the exercise price, if any, are known. Compensation expense, if any, is measured
based on the award’s intrinsic value – the excess of the market price of the stock over the exercise price on the
measurement date. The exercise price of all of our stock options granted equals the market price on the measure-
ment date. Therefore, we have not recorded any compensation expense related to grants of stock options.
The weighted-average fair value per stock option granted was $6.03 for 2004, $3.41 for 2003, and $3.61 for
2002. We estimated the fair values using the Black-Scholes option pricing model and the following assumptions
for the periods presented:
YEARS ENDED DECEMBER 31,
Expected dividend yield
Risk-free interest rate
Expected stock price volatility
Expected term until exercise (years)
2004
2003
2002
0%
3.7%
79.1%
5
0%
3.3%
86.5%
5
0%
4.9%
77.0%
7
Pro forma information regarding net income and earnings per share is required by SFAS No. 123 for awards
granted after December 31, 1994, as if we had accounted for our stock-based awards to employees under the fair
value method of SFAS No. 123. The pro forma impact of applying SFAS No. 123 in 2004, 2003 and 2002 will not
necessarily be representative of the pro forma impact in future years. Our pro forma information is as follows:
YEARS ENDED DECEMBER 31,
Net income as reported
2004
2003
2002
$ 10,128
$ 26,402
$ 7,989
Add stock-based employee compensation cost included in net income,
net of related tax benefit
—
—
—
Deduct total stock-based employee compensation expense determined under
fair-value-based method for all awards, net of related tax benefit
(1,086)
(1,915)
(2,110)
Pro forma net income
Basic earnings per share:
As reported
Pro forma
Diluted earnings per share:
As reported
Pro forma
46
$ 9,042
$ 24,487
$ 5,879
$ 0.25
$ 0.62
$ 0.17
$ 0.22
$ 0.58
$ 0.12
$ 0.23
$ 0.59
$ 0.16
$ 0.20
$ 0.54
$ 0.12
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”. SFAS No. 123R is a revision of
SFAS No. 123 “Accounting for Stock-Based Compensation,” and supersedes APB No. 25. Among other items,
SFAS No. 123R eliminates the use of APB No. 25 and the intrinsic value method of accounting, and requires the
cost of employee services received in exchange for awards of equity instruments, based on the grant date fair
value of those awards, to be recorded in the financial statements. The effective date of SFAS No. 123R is the first
reporting period beginning after June 15, 2005, which is the third quarter of 2005 for calendar year companies,
although early adoption is allowed. SFAS No. 123R permits companies to adopt its requirements using either a
“modified prospective” method, or a “modified retrospective” method. Under the “modified prospective” method,
compensation cost is recognized in the financial statements beginning with the effective date, based on the
requirements of SFAS No. 123R for all share-based payments granted after that date, and based on the require-
ments of SFAS No. 123 for all unvested awards granted prior to the effective date of SFAS No. 123R. Under the
“modified retrospective” method, the requirements are the same as under the “modified prospective” method,
but also permits entities to restate financial statements of previous periods based on pro forma disclosures made
in accordance with SFAS No. 123.
We currently utilize a standard option pricing model (Black-Scholes) to measure the fair value of stock options
granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also
permits the use of a “lattice” model. We have not yet determined which model we will use to measure the fair
value of employee stock options upon the adoption of SFAS No. 123R.
SFAS No. 123R also requires that the benefits associated with the tax deductions in excess of recognized
compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under
current literature. This requirement will reduce net operating cash flows and increase net financing cash flows
in periods after the effective date. These future amounts cannot be estimated, because they depend on, among
other things, when employees exercise stock options. However, the amount of operating cash flows recognized
in prior periods for such excess tax deductions, as shown in our Consolidated Statement of Cash Flows, were
$582,000 during 2004, $292,000 during 2003, and $198,000 during 2002.
We currently expect to adopt SFAS No. 123R effective July 1, 2005; however, we have not yet determined which of
the adoption methods we will use. Subject to a complete review of the requirements of SFAS No. 123R, based on
stock options granted to employees through December 31, 2004, we expect that the adoption of SFAS No. 123R
on July 1, 2005, would reduce both third quarter 2005 and fourth quarter 2005 net earnings by approximately
$200,000 ($0.00 per share, diluted) each quarter.
SFAS No. 123R also requires employee stock purchase plans (ESPP) with purchase price discounts greater than
5% to be compensatory. Our ESPP has a 15% purchase price discount with “look back” features, but the plan can
be modified at any time. Based on our current intention to modify certain portions of our plan, we expect the
related compensatory charge would reduce both third quarter 2005 and fourth quarter 2005 net earnings by
approximately $50,000 ($0.00 per share, diluted) each. See Note 12 for further information on our stock-based
compensation plans.
47
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
COMPREHENSIVE INCOME
Changes in accumulated other comprehensive income are as follows:
YEARS ENDED DECEMBER 31,
Net income
Other comprehensive income (loss):
2004
2003
2002
$ 10,128
$ 26,402
$ 7,989
Change in fair value of short-term investments available-for-sale
(net of deferred tax benefit of $20 in 2004 and $17 in 2003)
(37)
(32)
Reclassification adjustment for unrealized gain related to investment in
H.T.E., Inc. (net of deferred tax expense of $3,995)
—
(7,418)
Reclassification adjustment for unrealized gain related to investments
available-for-sale (net of deferred tax expense of $37)
Change in fair value of investment in H.T.E., Inc. (net of deferred tax expense
of $3,995 for 2002)
Total comprehensive income
—
69
—
—
11,963
$ 10,160
$ 18,952
$ 19,952
—
—
—
SEGMENT AND RELATED INFORMATION
Although we have a number of operating subsidiaries, separate segment data has not been presented as they
meet the criteria for aggregation as permitted by SFAS No. 131, “Disclosures About Segments of an Enterprise
and Related Information.”
GOODWILL AND OTHER INTANGIBLE ASSETS
We have used the purchase method of accounting for all of our business combinations. Our business acquisi-
tions result in the allocation of the purchase price to goodwill and other intangible assets. We allocate the cost of
acquired companies first to identifiable assets based on estimated fair values. The excess of the purchase price
over the fair value of identifiable assets acquired, net of liabilities assumed, is recorded as goodwill.
Under SFAS No. 142 “Goodwill and Other Intangible Assets,” we will evaluate goodwill for impairment annually
as of April 1st, or more frequently if impairment indicators arise. An impairment loss is recognized to the extent
that the carrying amount exceeds the asset’s fair value. In the implementation of SFAS No. 142, we identified two
reporting units for impairment testing. The appraisal services and appraisal software stand-alone business unit
qualified as a reporting unit since it is one level below an operating segment, discrete financial information exists
for the business unit and the executive management group directly reviews this business unit. The other software
business units were aggregated into the other single reporting unit. The appraisal services and appraisal software
stand-alone business unit is organized in such a manner that both of its revenue sources are tightly integrated
with each other and discrete financial information at the operating profit level does not exist for this business
unit’s respective revenue sources.
IMPAIRMENT OF LONG-LIVED ASSETS
We periodically evaluate whether current facts or circumstances indicate that the carrying value of our property
and equipment or other long-lived assets to be held and used may not be recoverable. If such circumstances
are determined to exist, we measure the recoverability of assets to be held and used by a comparison of the
carrying amount of the asset or appropriate grouping of assets and the estimated undiscounted future cash flows
expected to be generated by the assets. If the carrying amount of the assets exceeds their estimated future cash
48
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds
the fair value of the assets. Assets to be disposed of would be separately presented in the balance sheet and
reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The
assets and liabilities of a disposed group classified as held for sale would be presented separately in the
appropriate asset and liability sections of the balance sheet.
COSTS OF COMPUTER SOFTWARE
Software development costs have been accounted for in accordance with SFAS No. 86, “Accounting for the Costs
of Computer Software to be Sold, Leased, or Otherwise Marketed.” Under SFAS No. 86, capitalization of software
development costs begins upon the establishment of technological feasibility and prior to the availability of the
product for general release to customers. We capitalized software development costs of approximately $4.6
million during 2004, $6.8 million during 2003 and $7.2 million during 2002. Software development costs primarily
consist of personnel costs, rent for related office space and capitalized interest cost. We begin to amortize
capitalized costs when a product is available for general release to customers. Amortization expense is determined
on a product-by-product basis at a rate not less than straight-line basis over the product’s remaining estimated
economic life. Amortization of software development costs was approximately $6.1 million in 2004, $4.1 million
during 2003, and $2.8 million during 2002 and is included in cost of software license revenue in the accompa-
nying consolidated statements of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
We use the following methods and assumptions to estimate the fair value of each class of financial instruments
at the balance sheet date:
Cash and cash equivalents, accounts receivables, accounts payables, deferred revenues and certain other assets:
Costs approximate fair value because of the short maturity of these instruments. Our available-for-sale investments
are recorded at fair value based on quoted market prices.
We do not have any derivative financial instruments, including those for speculative or trading purposes.
CONCENTRATIONS OF CREDIT RISK AND UNBILLED RECEIVABLES
Concentrations of credit risk with respect to receivables are limited due to the large number of customers to
which our products and services are provided, as well as their dispersion across many different geographic areas.
Historically, our credit losses have not been significant. As a result, we do not believe we have any significant
concentrations of credit risk as of December 31, 2004.
We maintain allowances for doubtful accounts, sales adjustments and estimated cost of product warranties,
which are provided at the time the revenue is recognized. Since most of our customers are governmental entities,
we rarely incur a loss resulting from the inability of a customer to make required payments. Events or changes in
circumstances that indicate that the carrying amount for the allowances for doubtful accounts, sales adjustments
and estimated cost of product warranties may require revision, include, but are not limited to, deterioration of a
customer’s financial condition, failure to manage our customer’s expectations regarding the scope of the services
to be delivered, and defects or errors in new versions or enhancements of our software products.
Our property appraisal outsourcing service contracts can range up to three years and, in one case, as long as
six years in duration. In connection with these contracts as well as certain software service contracts, we may
perform the work prior to when the services are billable and/or payable pursuant to the contract. The termina-
tion clauses in most of our contracts provide for the payment for the fair value of products delivered and services
49
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
performed in the event of an early termination. We have recorded retentions and unbilled receivables (costs and
estimated profit in excess of billings) of $11.7 million and $7.6 million at December 31, 2004 and 2003, respec-
tively, in connection with such contracts. Retentions are included in accounts receivable and amounted to $1.7 million
at December 31, 2004, of which $536,000 is expected to be collected in excess of one year.
One customer accounted for approximately 10% of our total consolidated revenues during 2002.
INDEMNIFICATION
In November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires that a
guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee or indemnification. FIN 45 also requires additional disclosure by a guarantor in its interim
and annual consolidated financial statements about its obligations under certain guarantees and indemnifications.
The following summarizes the agreements we have determined are within the scope of FIN 45:
Most of our software license agreements indemnify our customers in the event that the software sold infringes
upon the intellectual property rights of a third party. These agreements typically provide that in such event we
will either modify or replace the software so that it becomes non-infringing or procure for the customer the right
to use the software. We have recorded no liability associated with this indemnification, as we are not aware of
any pending or threatened infringement actions that are possible losses. We believe the estimated fair value of
these intellectual property indemnification clauses is minimal.
We have also agreed to indemnify our officers and board members if they are named or threatened to be named
as a party to any proceeding by reason of the fact that they acted in such capacity. A form of the indemnification
agreement is filed as Exhibit 10.1 to our Form 10-K for the year ended December 31, 2002. We maintain directors’
and officers’ insurance coverage to protect against any such losses. We have recorded no liability associated
with these indemnifications as we are not aware of any pending or threatened actions or claims against any
officer or board member. As a result of the insurance policy coverage, we believe the estimated fair value of
these indemnification agreements is minimal.
RECLASSIFICATIONS
Certain amounts for previous years have been reclassified to conform to the current year presentation.
( 2 ) A C Q U I S I T I O N S
During December 2003, we acquired one company, Eden Systems, Inc. (“Eden”), and certain assets of another
business that provides forms software to users of some of our software products. The results of these acquisi-
tions have been included in our consolidated financial statements since their respective dates of acquisition.
We acquired 95% of the outstanding common stock of Eden on December 2, 2003 and purchased the remaining
5% of the outstanding stock at various dates in 2004. Eden provides financial, personnel and citizen services
applications software for local governments. We believe Eden’s products and expertise will complement our
business model and give us additional opportunities to provide our customers with solutions tailored specifically
for local governments. In particular, the addition of Eden considerably increases our presence in the western part
of the United States.
50
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Following is a summary of our 2003 acquisitions:
SHARES
VALUE
OF COMMON OF COMMON
COMPANY
CASH
STOCK
STOCK
GOODWILL
SOFTWARE
Eden
Other
Total
$ 10,660
237
2,400
60
$ 13,060
297
$ 1,938
500
$ 2,438
$ 5,426
1,985
$ 7,4 1 1
$ 3,710
155
$ 3,865
TRADE
NAME
$ 1,180
300
$ 1,480
CUSTOMER
RELATED
INTANGIBLES
$ 6,281
—
$ 6,281
Cash paid for acquisitions excludes acquired cash balances of approximately $2.1 million and includes payments
in cash of $946,000 paid during the year ended December 31, 2004 in connection with the purchase of remaining
minority interest and other settlement matters. The value of the Tyler common stock was determined based on
the average market price of Tyler’s common shares over the ten-day period before the terms of the acquisition were
agreed to and announced. Approximately $2.0 million of goodwill is expected to be deductible for tax purposes.
The software, trade name and customer related intangibles have useful lives of 3-5 years, 5-25 years and 25
years, respectively.
Pursuant to the agreement with Eden, two of the shareholders of Eden were granted the right to “put” their
remaining shares to Tyler and Tyler was also granted the right to “call” the remaining shares. In January 2004,
Tyler purchased 500 shares for $145,000 in cash. We purchased the remaining 2,000 shares for a cash purchase
price of $580,000 in July 2004, which increased our ownership of the outstanding common stock of Eden
from 96% to 100%.
The following unaudited pro forma information presents the consolidated results of operations as if our acqui-
sition of Eden occurred as of the beginning of 2002, after giving effect to certain adjustments, including
amortization of intangibles, interest and income tax effects. Pro forma information does not include acquisitions
that are not considered material to our results of operations. The pro forma information does not purport to
represent what our results of operations actually would have been had such transaction or event occurred on the
dates specified, or to project our results of operations for any future period.
YEARS ENDED DECEMBER 31, (UNAUDITED)
Revenues
Income from continuing operations
Net income
Net income per diluted share
2003
2002
$ 157,248
$ 143,228
26,295
26,719
5,853
7,670
$
0.59
$
0.15
51
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the
date of acquisition for Eden, excluding the impact of minority interest. Following is the allocation of purchase
price to assets acquired and liabilities assumed:
Current assets (including cash acquired of $2,139)
Property and equipment
Intangible assets subject to amortization (18 year weighted-average useful life):
Computer software (5 year useful life)
Customer base (25 year useful life)
Trade name (25 year useful life)
Goodwill
Other assets
Total assets acquired
Deferred revenues
Other current liabilities
Non-current liabilities – deferred taxes
Total liabilities assumed
Net assets acquired
( 3 ) D I S C O N T I N U E D O P E R A T I O N S
Background of Disposed Businesses
$ 4,799
198
3,710
6,281
1,180
5,426
91
21,685
1,793
1,304
3,870
6,967
$ 14,7 1 8
Discontinued operations include our former information and property records services segment for which our
board of directors approved a formal plan of disposal in December 2000, two non-operating subsidiaries related
to a formerly owned subsidiary that we sold in December 1995 and an automotive parts subsidiary sold in
March 1999.
The business units within the discontinued information and property records services segment were sold in 2000
and 2001. In May 2001, we sold all of the common stock of one of the businesses in the discontinued informa-
tion and property records services segment. In connection with the sale, we received cash proceeds of $575,000,
approximately 60,000 shares of Tyler common stock, a promissory note of $750,000 and other contingent
consideration. In June 2002, we renegotiated the proceeds from the May 2001 sale transaction and received cash
of approximately $846,000 (including interest of $46,000) and a renegotiated promissory note. In August 2003,
we received $127,000 to fully settle this promissory note. In June 2002, we also sold the building of a business unit
included in this segment. Net proceeds from the sale totaled $961,000.
One of our non-operating subsidiaries, Swan Transportation Company (“Swan”), had been involved in various
claims raised by former employees of a foundry that was owned by an affiliate of Swan and Tyler prior to
December 1995. These claims were for alleged work related injuries and physical conditions resulting from alleged
exposure to silica, asbestos, and/or related industrial dusts. After a series of bankruptcy court filings involving
Swan, on December 23, 2003, Tyler in accordance with the terms of the plan of reorganization, transferred
the stock of Swan to the Swan Asbestos and Silica Trust (“Trust”), an unaffiliated entity that will oversee the
processing and payment of all present and future claims related to the foundry. On December 23, 2003, we
paid $1.48 million to the Trust in full and final release from all liability for claims associated with the once-owned
foundry (the “Swan Matter”). As a result of the release, any claimant is barred from asserting any such claim,
either now or in the future, against Tyler or its affected affiliates.
52
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Composition of Gains on Disposals
During the years ended December 31, 2003 and 2002, we recorded gains on disposal of discontinued operations,
after income taxes, of $424,000 and $1.8 million, respectively.
During the year ended December 31, 2003, the gain on disposal of discontinued operations of $424,000 primarily
resulted because we fully settled the Swan Matter at an amount less than initially recorded and certain aspects
of the settlement were conducted in a beneficial tax manner. Accordingly, we recognized for the first time certain
tax benefits associated with payments on behalf of the Swan Matter.
During the year ended December 31, 2002, the Internal Revenue Service issued temporary regulations that in
effect allowed us to deduct for tax purposes losses attributable to the March 1999 sale of our automotive parts
subsidiary that were previously not allowed. The tax benefit of allowing the deduction of this loss amounted to
approximately $970,000. In addition, we renegotiated a note receivable and certain contingent consideration in
connection with a subsidiary sold in 2001 and received proceeds of $846,000 (including interest of $46,000) in
2002. We initially assigned no value for accounting purposes to the note receivable and contingent consideration
when the loss on the disposal of the discontinued operation was first established in 2000 and when the note was
first received in 2001. In addition, we entered into an agreement in the fourth quarter of 2002 to settle the Swan
Matter for an amount that was approximately $200,000 less than the liability initially established for this matter.
The aggregate effects of these events, net of the related tax effects, and other minor adjustments to the reserve
for discontinued operations resulted in a credit to discontinued operations of $1.8 million in 2002.
( 4 ) R E L A T E D P A R T Y T R A N S A C T I O N S
We have two office building lease agreements with a shareholder and non-corporate officers. Total rental
expense related to such leases was $1.4 million during 2004, $1.5 million in 2003, and $1.1 million during 2002.
Total future minimum rental under noncancelable related party operating leases as of December 31, 2004, are
as follows:
YEAR ENDING DECEMBER 31,
2005
2006
2007
2008
2009
Thereafter
$
1,497
1,520
1,554
1,590
1,627
542
As disclosed in Note 11 – Shareholders’ Equity, we purchased 1.5 million shares of our common stock from a former
director for cash of $4.0 million in 2002.
53
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
( 5 ) P R O P E R T Y A N D E Q U I P M E N T , N E T
Property and equipment, net consists of the following at December 31:
Land
Transportation equipment
Computer equipment and purchased software
Furniture and fixtures
Building and leasehold improvements
Accumulated depreciation and amortization
Property and equipment, net
USEFUL
LIVES (YEARS)
2004
2003
—
5
3-5
3-10
5-25
$
115
$
1 1 5
398
11,259
4,038
2,332
18,142
422
10,216
3,794
2,026
16,573
(11,518)
(9,646)
$ 6,624
$ 6,927
Depreciation expense was $2.5 million during 2004, $2.4 million during 2003, and $2.4 million during 2002.
( 6 ) I N V E S T M E N T S E C U R I T Y A V A I L A B L E - F O R - S A L E
On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our
5.6 million shares of H.T.E., Inc. (“HTE”) common stock to SunGard Data Systems Inc. for $7.00 cash per share,
pursuant to a Tender and Voting Agreement dated February 4, 2003. Our original cost basis in the HTE shares
was $15.8 million. After transaction and other costs, we recorded a realized gross gain of $23.2 million ($16.2
million after income taxes of $7.0 million, including the utilization for tax purposes and reduction in valuation
allowance for accounting purposes related to a capital loss carryforward amounting to $1.1 million on a tax
effected basis).
Our 5.6 million shares of HTE represented an ownership interest of approximately 35%. Under GAAP, a 20% or
more investment in the voting stock of another company creates the presumption that the investor has signifi-
cant influence over the operating and financial policies of that company, unless there is evidence to the contrary.
Tyler’s management previously concluded that no such influence existed. Thus, we accounted for our investment
in HTE pursuant to the provisions of SFAS No. 115 and our investment in HTE was previously classified as an
available-for-sale security. As of December 31, 2002, we had an unrealized holding gain of $11.4 million ($7.4 million
after income tax of $4.0 million), which was included as a component of other comprehensive income.
We originally acquired the 5.6 million shares of HTE common stock in 1999 in exchange for approximately 2.8
million shares of our common stock. On October 29, 2001, HTE, pursuant to the Florida “control share” statute,
attempted to redeem all 5.6 million shares of HTE common stock owned by us for a cash price of $1.30 per
share. A series of legal actions were then filed by both parties concerning the legality of the redemption. On
September 24, 2002, we entered into a settlement agreement with HTE in which HTE agreed that it would not
attempt any other redemption of our shares. In addition, HTE agreed to dismiss and release us from the tort
claims it alleged against us. During 2002, we incurred approximately $704,000 of legal and other related costs
associated with these matters, which are classified as other non-operating expenses in the accompanying
statements of operations.
54
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
( 7 ) G O O D W I L L A N D O T H E R I N T A N G I B L E A S S E T S
Goodwill, other intangible assets and related accumulated amortization consists of the following at December 31:
Gross carrying amount of acquisition intangibles:
Goodwill
Customer related intangibles
Software acquired
Trade name and other acquisition intangibles
Accumulated amortization
Acquisition intangibles, net
Post acquisition software development costs
Accumulated amortization
Post acquisition software costs, net
2004
2003
$ 53,709
$ 53,932
24,278
24,278
16,023
1,643
16,023
1,643
95,653
95,876
(18,711)
(15,997)
$ 76,942
$ 79,879
$ 35,783
$ 31,208
(15,407)
(9,275)
$ 20,376
$ 21,933
Total amortization expense was $8.8 million during 2004, $7.0 million during 2003, and $6.1 million during 2002.
The allocation of acquisition intangible assets is summarized in the following table:
GROSS
CARRYING
AMOUNT
DECEMBER 31, 2004
WEIGHTED AVERAGE
AMORTIZATION ACCUMULATED
AMORTIZATION
PERIOD
GROSS
CARRYING
AMOUNT
DECEMBER 31, 2003
WEIGHTED AVERAGE
AMORTIZATION ACCUMULATED
AMORTIZATION
PERIOD
Intangibles no longer amortized:
Goodwill
$ 53,709
—
$
—
$ 53,932
—
$
—
Amortizable intangibles:
Customer related intangibles
24,278
22 years
5,423
24,278
22 years
Software acquired
16,023
5 years
13,014
16,023
5 years
4,264
11,566
Trade name and other acquisition
intangibles
1,643
21 years
274
1,643
21 years
167
The changes in the carrying amount of goodwill for the two years ended December 31, 2004 are as follows:
Balance as of December 31, 2002
Goodwill acquired during the year
Balance as of December 31, 2003
Goodwill acquired during the year related to the purchase of minority interest in Eden Systems
Adjustments to finalize purchase price allocations for 2003 acquisitions
Balance as of December 31, 2004
$46,298
7,634
53,932
687
(910)
$53,709
55
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Estimated annual amortization expense relating to acquisition intangibles is as follows:
YEAR ENDING DECEMBER 31,
2005
2006
2007
2008
2009
( 8 ) A C C R U E D L I A B I L I T I E S
Accrued liabilities consist of the following at December 31:
Accrued wages, bonuses and commissions
Other accrued liabilities
Accrued health claims
Accrued third party contract costs
( 9 ) L O N G - T E R M O B L I G A T I O N S
$ 2,060
2,060
2,008
1,921
1,155
2004
2003
$ 8,926
$ 10,184
2,869
2,779
1,110
755
984
594
$ 13,660
$ 14,541
In 2002, we entered into a revolving bank credit agreement which originally matured on January 1, 2005 but was
extended to February 14, 2005 (“2002 Credit Facility”). The 2002 Credit Facility provided for total availability
of up to $10.0 million. Borrowings bore interest at either prime rate or at the London Interbank Offered Rate
(LIBOR) plus a margin of 3% and were limited to 80% of eligible accounts receivable. The 2002 Credit Facility
was secured by substantially all of our personal property, by a pledge of the common stock of our operating
subsidiaries, and was also guaranteed by our operating subsidiaries. The 2002 Credit Facility required us to
maintain certain financial ratios and other financial conditions and prohibited us from making certain investments,
advances, cash dividends or loans. As of December 31, 2004, we were in compliance with those covenants.
At December 31, 2004, our bank had issued outstanding letters of credit totaling $4.8 million under our 2002
Credit Facility to secure surety bonds required by some of our customer contracts. These letters of credit have
been collateralized by restricted cash balances invested in a certificate of deposit. Our borrowing base under
the 2002 Credit Facility was limited by the amount of eligible receivables. At December 31, 2004, we had no
outstanding bank borrowings under the credit agreement and had an available borrowing base of $8.0 million.
We paid interest of $105,000 in 2004, $238,000 in 2003, and $377,000 in 2002, which includes non-usage and
other fees associated with the credit agreement.
On February 11, 2005, we entered into a new revolving bank credit agreement (the “2005 Credit Facility”). The
2005 Credit Facility matures February 11, 2008 and provides for total borrowings of up to $30.0 million.
Borrowings bear interest at either prime rate or at LIBOR plus a margin of 1.5%. The 2005 Credit Facility is
secured by substantially all of our personal property. The 2005 Credit Facility requires us to maintain certain
financial ratios and other financial conditions and prohibits us from making certain investments, advances, cash
dividends or loans. The new credit agreement also includes a $10.0 million Letter of Credit facility under which
the banks will issue cash collateralized letters of credit.
56
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
( 1 0 ) I N C O M E T A X
The income tax provision on income from continuing operations consisted of the following:
YEARS ENDED DECEMBER 31,
2004
2003
2002
Current:
Federal
State
Deferred
$ 5,978
$ 7,710
1,631
7,609
768
8,478
(300)
4,628
$ 7,309
$ 13,106
$ —
485
485
3,384
$ 3,869
Reconciliation of the U.S. statutory income tax rate to our effective income tax expense rate for continuing
operations follows:
YEARS ENDED DECEMBER 31,
2004
2003
2002
Income tax expense at statutory rate
$ 6,103
$ 13,679
$ 3,514
State income tax, net of federal income tax benefit
Non-deductible business expenses
Utilization of capital loss carryforward
Other, net
1,060
195
—
(49)
499
129
(1,114)
(87)
315
40
—
—
$ 7,309
$ 13,106
$ 3,869
The tax effects of the major items recorded as deferred tax assets and liabilities as of December 31 are:
Deferred income tax assets:
Operating expenses not currently deductible
Employee benefit plans
Other – investment securities
Net deferred income tax assets
Deferred income tax liabilities:
Property and equipment
Intangible assets
Other
Total deferred income tax liabilities
Net deferred income tax liabilities
2004
2003
$ 1,093
$
882
763
—
1,856
755
17
1,654
(356)
(1 1 1 )
(12,617)
(13,093)
(245)
(96)
(13,218)
(13,300)
$ (11,362)
$ (11,646)
In 2003, we utilized our capital loss carryforward of $1.1 million on a tax-effected basis in connection with a realized
gain from the sale of our investment in HTE. See Note 6 – Investment Security Available-For-Sale.
57
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
Although realization is not assured, we believe it is more likely than not that all the deferred tax assets at
December 31, 2004 and 2003 will be realized. Accordingly, we believe no valuation allowance is required for the
deferred tax assets. However, the amount of the deferred tax asset considered realizable could be adjusted in
the future if estimates of reversing taxable temporary differences are revised.
We paid income taxes, net of refunds received, of $6.5 million in 2004, $6.5 million in 2003, and $455,000 in 2002.
( 1 1 ) S H A R E H O L D E R S ’ E Q U I T Y
In 2004, we repurchased in the open market 1.5 million shares of our common stock for an aggregate purchase
price of $12.5 million. Subsequent to December 31, 2004 and through February 28, 2005, we have repurchased
915,000 shares for an aggregate purchase price of $6.3 million. As of February 28, 2005 we have authorization
from our board of directors to repurchase up to 1.6 million additional shares of our common stock.
In April 2003, we commenced a modified Dutch Auction tender offer to purchase up to 4.2 million shares of our
common stock at a price not greater than $4.00 and not less than $3.60 per share. In accordance with the
Securities and Exchange Commission rules, we had the right to purchase an additional amount of shares not to
exceed 2% of our outstanding shares (approximately 907,000 shares) without amending or extending our offer.
Approximately 6.0 million shares of common stock were properly tendered and not withdrawn at prices at or
below $4.00 per share. We exercised our right to purchase an additional 2% of our outstanding shares without
amending or extending our offer. As a result, in May 2003, we purchased 5.1 million shares of our common stock
at a cash purchase price of $4.00 per share and transaction costs of approximately $150,000, for a total cost
of $20.6 million. The final shares purchased reflect a pro-ration factor equal to 85% of the shares tendered. In
addition during 2003 we also repurchased 912,800 shares of common stock on the open market for an aggregate
purchase price of $3.5 million.
In August 2002, we consummated an agreement to purchase 1.1 million of our common shares from William D.
Oates, a former director of Tyler, for a cash purchase price of $4.0 million. In October 2002, we repurchased an
additional 400,000 of our shares as part of the initial agreement by assigning our rights and obligations under a
Data License and Update Agreement associated with our discontinued information property records service
business to eiStream. eiStream is an affiliate of William D. Oates. The repurchase of all 1.5 million shares was
charged to treasury stock to the extent cash was paid.
In 2004, we issued 680,000 shares of common stock and received $1.9 million in aggregate proceeds, upon
exercise of stock options. During 2003 we issued 554,000 shares of common stock and received $1.7 million
in aggregate proceeds, upon exercise of stock options and during 2002 we issued 491,000 shares of common
stock and received $1.6 million in aggregate proceeds upon exercise of stock options.
In May 2004, our shareholders voted to adopt the Tyler Technologies, Inc. Employee Stock Purchase Plan (“ESPP”).
For the year ended December 31, 2004, employees had contributed $673,000 to the ESPP and as a result we
issued approximately 44,000 shares of common stock in October 2004 and 48,000 shares of common stock in
January 2005 to the ESPP.
In November 2003, we exchanged a warrant issued in July 1997 to purchase 2.0 million shares of our common
stock at $2.50 per share into six separate warrants to purchase a total of 2.0 million shares of our common stock
at $2.50 per share. Subsequent to the exchange in 2003, several parties exercised their warrants to purchase
375,000 shares of our common stock by way of cashless exercise and were issued, on a net basis, 247,620
shares of our common stock from our treasury. In March 2004, another warrant holder exercised his warrant
to purchase 21,234 shares of our common stock by way of cashless exercise and was issued on a net basis,
15,780 shares of our common stock from our treasury. As of December 31, 2004, we have warrants outstanding
to purchase 1.6 million shares of common stock at $2.50 per share. These warrants expire in September 2007.
58
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
In August 2003, Sanders Morris Harris Inc. (“SMH”) exercised its warrant issued in May 2000 to purchase 333,380
shares of our common stock. The exercise price per share was $3.60 payable either in cash or by the surrender of
shares subject to the warrant with a value equal to the aggregate exercise price as determined by the market
price of our stock on the date of exercise. On August 27, 2003, SMH exercised the full amount of the warrant by
way of cashless exercise and was issued, on a net basis, 145,413 shares of our common stock from our treasury.
( 1 2 ) S T O C K P L A N S
We have a stock option plan that provides for the grant of stock options to key employees and directors. Options
become fully exercisable after three to five years of continuous employment and expire ten years after the grant
date. Once exercisable, the employee can purchase shares of our common stock at the market price on the date
we granted the option. As of December 31, 2004, there were 1.2 million shares available for future grants under
the plan from the 7.5 million shares approved by the stockholders.
The following table summarizes our stock option plan’s transactions for the three-year period ended
December 31, 2004:
Options outstanding at December 31, 2001
Granted
Forfeited
Exercised
Options outstanding at December 31, 2002
Granted
Forfeited
Exercised
Options outstanding at December 31, 2003
Granted
Forfeited
Exercised
Options outstanding at December 31, 2004
Exercisable options:
December 31, 2002
December 31, 2003
December 31, 2004
NUMBER
OF SHARES
WEIGHTED-
AVERAGE
EXERCISE
PRICES
4,638
$ 3.54
280
(322)
(491)
4,105
1,184
(105)
(554)
4,630
62
(48)
(680)
3,964
1,910
2,408
2,925
4.86
5.65
3.29
3.49
4.92
2.49
3.01
3.94
9.18
3.18
2.85
$ 4.21
$ 4.26
4.02
3.92
59
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
The following table summarizes information concerning outstanding and exercisable options at December 31, 2004:
RANGE OF EXERCISE PRICES
WEIGHTED
AVERAGE
REMAINING
CONTRACTUAL LIFE
NUMBER OF
OUTSTANDING
OPTIONS
WEIGHTED
AVERAGE
PRICE OF
OUTSTANDING
OPTIONS
NUMBER OF
EXERCISABLE
OPTIONS
WEIGHTED
AVERAGE
PRICE OF
EXERCISABLE
OPTIONS
$1.09 - $2.1 9
2. 1 9 - 3.28
3.28 - 4.38
4.38 - 5.47
5.47 - 6.56
6.56 - 7.66
7.66 - 8.75
8.75 - 9.84
9.84 - 10.94
6.3
5.9
5.6
6.9
3.9
3.2
8 .1
9 .1
3.3
1,142
25
468
1,685
349
93
26
146
30
$ 1.64
2.63
3.94
4.86
6.25
7.63
7.90
9. 1 1
10.1 9
1,107
25
388
894
349
93
8
3 1
30
$ 1.63
2.63
3.96
5.06
6.25
7.63
7.73
8.97
10.1 9
In May 2004, our shareholders voted to adopt the Tyler Technologies, Inc. Employee Stock Purchase Plan
(“ESPP”) and to reserve 1.0 million shares of our common stock for issuance under the ESPP. Under the ESPP,
participants may contribute up to 15% of their annual compensation to purchase common shares of Tyler. The
purchase price of the shares is equal to 85% of the closing price of Tyler shares on either the first or last day
of each quarterly offering period, whichever is lower. As of December 31, 2004, employees had contributed
$673,000 to the ESPP. During October 2004 and January 2005, we issued approximately 44,000 and 48,000
shares of common stock, respectively to the ESPP.
( 1 3 ) E A R N I N G S P E R S H A R E
Basic earnings and diluted earnings per share data was computed as follows:
YEARS ENDED DECEMBER 31,
2004
2003
2002
Numerator:
Income from continuing operations for basic and diluted earnings per share
$ 10,128
$ 25,978
$ 6,172
Denominator:
Denominator for basic earnings per share –
Weighted-average shares
Effect of dilutive securities:
Employee stock options
Warrants
Potentially dilutive shares
41,288
42,547
47,136
2,114
1,164
1,496
992
1,386
971
3,278
2,488
2,357
Denominator for diluted earnings per share – Adjusted weighted-average shares
44,566
45,035
49,493
Basic earnings per share from continuing operations
Diluted earnings per share from continuing operations
$ 0.25
$ 0.61
$ 0.13
$ 0.23
$ 0.58
$ 0.12
Stock options representing the right to purchase common stock of 110,000 shares in 2004, 1.1 million shares
during 2003, and 1.3 million shares during 2002 had exercise prices greater than the average quoted market
price of our common stock. These options were outstanding during 2004, 2003 and 2002, but were not included in
the computation of diluted earnings per share because their inclusion would have had an antidilutive effect.
60
T Y L E R T E C H N O LO G I E S
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
( 1 4 ) L E A S E S
We primarily lease offices for use in our operations as well as transportation, computer and other equipment.
Most of these leases are noncancelable operating lease agreements and they expire at various dates through
2013. In addition to rent, the leases generally require us to pay taxes, maintenance, insurance and certain other
operating expenses.
Rent expense was approximately $4.6 million in 2004, $4.3 million in 2003, and $3.4 million in 2002.
Future minimum lease payments under all noncancelable leases at December 31, 2004 are as follows:
FISCAL YEAR
2005
2006
2007
2008
2009
Thereafter
OPERATING
LEASES
$ 4,580
3,938
3,735
3,740
3,705
5,806
$ 25,504
( 1 5 ) E M P L O Y E E B E N E F I T P L A N S
We provide a defined contribution plan for the majority of our employees meeting minimum service require-
ments. The employees can contribute up to 15% of their current compensation to the plan subject to certain
statutory limitations. We contribute up to a maximum of 2% of an employee’s compensation to the plan. We
made contributions to the plan and charged continuing operations $801,000 in 2004, $931,000 during 2003, and
$881,000 during 2002.
( 1 6 ) C O M M I T M E N T S A N D C O N T I N G E N C I E S
Other than ordinary course, routine litigation incidental to our business, there are no material legal proceedings
pending to which we or our subsidiaries are parties or to which any of our properties are subject.
61
T Y L E R T E C H N O LO G I E S
N OT E S TO C O N S O L I DAT E D F I N A N C I A L S TAT E M E N T S
( 1 7 ) Q U A R T E R L Y F I N A N C I A L I N F O R M A T I O N ( U N A U D I T E D )
The following tables contain selected financial information from unaudited consolidated statements of operations
for each quarter of 2004 and 2003.
QUARTER ENDED
DEC. 31
SEPT. 30
JUNE 30
MAR. 31
DEC. 31
SEPT. 30
JUNE 30 MAR. 31(A)
2004
2003
Revenues
Gross profit
$ 44,734 $ 41,811 $ 44,263 $ 41,462
$ 39,120 $ 37,874 $ 36,135 $ 32,325
18,064
15,296
17,100
14,825
15,856
15,470
13,863
1 1 ,644
Income from continuing operations
before income taxes
5,361
3,539
5,059
3,478
5,617
5,253
3,214
25,000
Income from continuing operations 3,030
2,032
2,975
2,091
3,468
3,233
1,981
1 7,296
Income from discontinued
operations
Net income
Diluted earnings from continuing
—
—
—
—
424
—
—
—
$ 3,030 $ 2,032 $ 2,975 $ 2,091
$ 3,892 $ 3,233 $ 1,981 $ 1 7,296
operations
$ 0.07 $ 0.05 $ 0.07 $ 0.05
$ 0.08 $ 0.07 $ 0.04 $ 0.36
Diluted earnings from
discontinued operations
—
—
—
—
0.01
—
—
—
Net earnings per diluted share
$ 0.07 $ 0.05 $ 0.07 $ 0.05
$ 0.09 $ 0.07 $ 0.04 $ 0.36
Shares used in computing diluted
earnings per share
44,056
44,350
44,803
45,062
44,502
43,1 8 1
44,796
47,738
(A) On March 25, 2003, we received cash proceeds of $39.3 million in connection with a transaction to sell all of our 5.6 million
shares of HTE common stock to SunGard Data Systems Inc. for $7.00 cash per share. Our original cost basis in the HTE
shares was $15.8 million. After transaction and other costs, we recorded a gross realized gain of $23.2 million ($16.2 million
or $0.36 per diluted share after income taxes of $7.0 million for the year ended December 31, 2003)
62
CORPORATE OFFICERS
John M. Yeaman
Chairman of the Board
John S. Marr, Jr.
President and Chief Executive Officer
Glenn A. Smith
Executive Vice President
President- Courts and Justice Division
Dustin R. Womble
Executive Vice President
President- INCODE Division
Theodore L. Bathurst
Vice President and Chief Financial Officer
Brian K. Miller
Vice President- Finance and Treasurer
H. Lynn Moore, Jr.
Vice President- General Counsel and Secretary
Rick L. Hoff
Chief Technology Officer
Terri L. Alford
Controller
BOARD OF DIRECTORS
John M. Yeaman 4
Chairman of the Board
Tyler Technologies, Inc.
John S. Marr, Jr. 4
President and Chief Executive Officer
Tyler Technologies, Inc.
Donald R. Brattain 1,3
President
Brattain and Associates, LLC
J. Luther King, Jr. 1,2
Chief Executive Officer
Luther King Capital Management
G. Stuart Reeves 1,2,3
Retired Executive Vice President
Electronic Data Systems Corporation
Michael D. Richards 2,3
Chairman and Chief Executive Officer
Reunion Title Company
Glenn A. Smith 4
Executive Vice President
President- Courts & Justice Division
Tyler Technologies, Inc.
1 Audit Committee
2 Compensation Committee
3 Nominating and Governance Committee
4 Executive Committee
CORPORATE HEADQUARTERS
5949 Sherry Lane
Suite 1400
Dallas, Texas 75225
972.713.3700
www.tylerworks.com
TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company
59 Maiden Lane
Plaza Level
New York, New York 10038
800.937.5449 tel
718.236.2641 fax
www.amstock.com
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Ernst & Young LLP
Dallas, Texas
LEGAL COUNSEL
Gardere Wynne Sewell LLP
Dallas, Texas
CERTIFICATIONS
We submitted an unqualified Annual CEO
Certification to the New York Stock Exchange
(NYSE) as required by the NYSE Listed Company
rules. We also filed with the Securities and
Exchange Commission the Chief Executive Officer
and Chief Financial Officer certifications required
under Section 302 of the Sarbanes-Oxley Act as
exhibits to our Annual Report on Form 10-K.
INVESTOR INFORMATION
The Company’s Annual Report on Form 10-K is
available on the Company’s Web site at
www.tylerworks.com. A copy of the Form 10-K
or other information may also be obtained by
contacting the Investor Relations Department at
corporate headquarters.
INVESTOR RELATIONS
Tyler Technologies, Inc.
972.713.3714
info@tylerworks.com
COMMON STOCK
Listed on the New York Stock Exchange under
the symbol “TYL”
5 9 4 9 S H E R R Y L A N E
S U I T E 1 4 0 0
D A L L A S , T E X A S 7 5 2 2 5
9 7 2 . 7 1 3 . 3 7 0 0
W W W . T Y L E R W O R K S . C O M