Hello, and welcome to today's Tyler Technologies Second Quarter 2016 Conference Call. Your host for today's call is John Marr, President and CEO of Tyler Technologies. At this time, all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session and instructions will follow at that time. [Operator Instructions] And as a reminder, this conference is being recorded today, July 28, 2016. I would like to turn the call over to Mr. Marr. Please go ahead.

Okay. Thank you, Drew, and welcome to our second quarter 2016 earnings call. With me on the call today is Brian Miller, our Chief Financial Officer. First, I'd like Brian to give the safe harbor statement. Next, I'll have some preliminary comments. Brian will review the details of our second quarter operating results and 2016 guidance. Then I'll have some final comments and we'll take your questions. Brian?

Thanks, John. During the course of this conference call, Management may make statements that provide information other than historical information and may include projections concerning the Company's future prospects, revenues, expenses and profits. Such statements are considered forward-looking statements under the safe harbor provision of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties, which could cause actual results to differ materially from these projections. We would refer you to our Form 10-K and other SEC filings for more information on those risks. Please note that all growth comparisons we make on the call today will relate to the corresponding period of last year, unless we specify otherwise. John?

Thanks Brain. Our second quarter operating results were very strong with revenue and earnings that met or exceeded our expectations. Total GAAP revenues growth was more than 29% of which organic growth contributed approximately a 11%. Our cloud based business continued to experience strong growth. Increases in SaaS revenues as well as e-filing revenues from courts rose 26% growth in our recurring revenues from subscriptions of which 22% was organic. Bookings for the quarter rose 41% and our backlog rose 20% to reach a new high of $868 million. Due to – with a very good bookings quarter for both traditional licenses and SaaS contracts with contract values of $69 million and $31 million respectively. Our largest license contracts signed during the quarter were both in Canada and both for our IAS World appraisal and tax solution. A $12 million contract with BC Assessment in British Columbia and a $6 million with the City of Calgary in Alberta. We also signed a significant agreement for our Orion Appraisal and Tax Solution with Washington County Oregon in the Portland metropolitan area. For our Munis ERP solution, our largest new license contract in the quarter was Wichita, Kansas and Los Alamos County, New Mexico. Significant SaaS agreements from Munis included Paducah, Kentucky, Alameda County, North Carolina, and Scottsdale, Arizona. We signed several multi-suite deals for our Munis ERP and EnerGov solutions, including a SaaS contract with Tulsa, Oklahoma, valued at $12 million, and a license contract with Collin County, Texas, which is the home of Tyler's headquarters in Plano. In our schools business, we signed our largest contract ever for our Versatrans solution with the Dallas County schools in Texas, which operates one of the largest district-owned fleets in the country. For our Odyssey Courts & Justice solution, we signed a new…

Thanks, John. Yesterday, Tyler Technologies reported its results for the second quarter ended June 30, 2016. I'm going to provide some additional data on the quarter's performance and update our guidance for 2016 and then John will have some additional comments. In our earnings release, we have included non-GAAP measures that we believe facilitate understanding of our results and comparisons with peers in the software industry. These measures exclude write-downs of acquisition-related deferred revenue and acquired leases, share-based compensation expense, the employer portion of payroll taxes on employee stock transactions and amortization of acquired intangibles. A reconciliation of GAAP to non-GAAP measures is provided in our earnings release. GAAP revenues for the second quarter were $189 million, up 29.2%, with 10.6% organic growth. New World and Brazos contributed combined GAAP revenues of $27.1 million, representing 18.6 percentage points of the growth. On a non-GAAP basis, revenues were $193.7 million, up 32.4%. New World and Brazos contributed combined non-GAAP revenues of $31.9 million, representing 21.8 percentage points of non-GAAP revenue growth. Non-GAAP organic growth was 10.6%. Software license and royalty revenues increased 20.3%. On an organic basis, license revenues declined 1.4%, mainly due to lower add-on sales from our existing customer base for Courts & Justice-related solutions that assist and support the transition to paperless environment. Also, the mix of SaaS agreements to traditional perpetual software license agreements continue to impact this revenue line. Subscription revenues increased 26%, with 22.2% organic growth. We added 74 new subscription-based arrangements and converted 18 existing on-premises clients, representing approximately $31.3 million in total contract value. In Q2 of last year, we added 34 new subscription-based arrangements and had 20 on-premises conversions, representing approximately $16.9 million in total contract value. You'll note that sequentially, our subscription revenues actually declined slightly, down about $121,000 from the…

Thanks, Brian. As reflected in our strong bookings this quarter, the local government market remains active and our competitive strengths are evident across our product lines. The new business pipeline is at a high level and local government budgets remain generally healthy. As we noted earlier, in view of our performance of the first half of the year and our confidence in the second half outlook, we've raised our earnings guidance. New World's operations remain on track to deliver the revenue and earnings contribution that we expected at the beginning of the year. Our integration of New World's products and operations is progressing well, and we continue to receive positive feedback from clients and prospects regarding our strategy to bring more closely together Tyler's public safety and justice solutions, with the goal of providing a unique end-to-end solution from dispatch to disposition. In that regard, we are also continuing to execute on important development projects, many of which are focused on tighter integration of Tyler's market leading products. Now Drew, we'll take questions.

[Operator Instructions] Our first question comes from Alex Zukin of Piper Jaffray. Please go ahead.

You guys had a very strong organic bookings growth number, up 18%. So maybe first one, to get the puts and takes on what drove that strength and separately, can you comment on the deals that were awarded but unsigned, maybe how that played into the bookings growth in the quarter and how that's looking for the back half of the year?

Yes, sure. No, that's a good observation. The market was active in the second quarter, and we did well within that market. Our win rates, pretty much across the board, were strong. There were the couple of deals in Canada with IAS that we mentioned, but in general, a lot of deals across the board. I think we did 149 perpetual license deals and 74 SaaS deals. So that's a high number for us and again, reflects good activity in the market as well as good execution by our team. Time will tell, but it doesn't seem to be a blip. The unsigned awards, which we mentioned were high at the end of Q1, remain high. And obviously, there's been a rotation to many of those having signed now and being reflected in these numbers but replaced by new opportunities as well. So that continues to stay at a high level. And the outlook for the second half for the year is good. Munis was particularly strong in terms of their win rates. They continue to trend up in what is obviously one of the larger markets for us.

Got it. Great. And maybe John, can you also comment on the kind of performance of New World? How is that trending versus expectations? And also, maybe the pace of SaaS conversions versus your expectations?

Sure. New World's very much in line with kind of the reset expectations we talked about at the beginning of the year. And yet, we're investing heavily, and we're making changes in the organization to do what we bought the company to do, especially on the public safety side, which would be to accelerate their revenues and their position in the marketplace. Certainly, we caution, I think, as we have, that, that takes a little bit of time to upgrade a product, technically and functionally, raise the level of quality and even to improve customer set and the things that are required to accelerate revenues. So, they're very much in line with what our expectations have been since the beginning of the year. We do have visibility on a number of deals in the second half of the year. So we would expect some regular cyclical uptick that we talked about. We do see that happening. But I think more meaningful acceleration is probably still a little further out when the investments we're making are more visible. In terms of SaaS conversions, they're steady. We still have a nice trend there. I think there were 18 of them in Munis alone and quite a bit more across the Company. So, that continues to be a steady source of incremental revenue in the recurring side.

Great. And then Brian, could you just remind us what's the implied guidance for the full year for the organic growth number versus last year, taking out New World from the fourth quarter?

Yes, I think at the midpoint of our guidance range, with the $124 million we've talked about from New World and then there's in Brazos, which was acquired last May, so it's considered acquisition-related revenue for the first half of the year, not for the second half. But that would -- with those two, that would imply organic revenue growth of just under 12.5% for -- I think 12.3%, to be exact, for the full year.

Thank you.

The next question comes from Pete Heckmann of Avondale Partners. Please go ahead.

Good morning, gentlemen. Nice results.

Thank you.

Can you talk about the Canadian market? Clearly seeing a little bit of strength there, I think, that's been building. Can you talk about the relative size, your impression of the relative size of the market in order to grow that business? How much customization might be required to some of your existing platforms? And then as a follow on, could you also talk about the pending entry or entry into the Australian market?

Yes, sure. We've operated in Canada with certain applications for some time. So, I think these new IAS tax appraisal deals, the product is generally ready for those projects and has existed in Canada again for a number of years. So, in terms of that suite, I think we're in good shape and not a lot to do. In some other areas, I think we do see Canada as an opportunity. The market has become maybe more fragmented and the players in that space maybe haven't strengthened in recent years. And so, there are other products that were active in Canada that will potentially require some localization and some extended functionality as we move forward. Australia is exclusively an Odyssey play for us at this point in time. We are active in a number of deals in Australia. It certainly is possible that there'll be at least a couple or a few decisions in the second half of the year that we feel reasonably well positioned for but it's still new to us. So, that is a growth opportunity for us. And Odyssey has a number of domestic significant opportunities that certainly could get closed in the second half of the year as well.

Okay, and then I apologize if I missed it, but could you talk about Microsoft royalties in the quarter?

Yes, they were weak and below expectations. So they were not a significant contributor in the second quarter. As we go forward, it's kind of lumpy. There are a couple of meaningful deals that we would expect might close. But as we've said in the past, we have less visibility and less control over those deals. But there really weren't any significant deals and revenues missed in the second quarter.

And the royalties were about $655,000, and the direct revenues from our direct deals with Dynamics were about $1.4 million.

The next question comes from John Rizzuto of SunTrust. Please go ahead.

Alright, good morning everyone, thank you. I wanted, John, if you can, Brian, to circle back a little bit to California. Of course, it's been several years now since they kind of abandoned this -- a lot of their initiatives about the court systems and the court management systems and a lot of the other types of things around warrants and stuff like that. And at this stage, you talked about an Odyssey deal and in California and other things going on. Where is the state, if you will, if you can characterize that opportunity or where it is as far as now really having to modernize or reach objectives without a state funded or in a state-driven initiative?

Yes, right. So the way -- you have to quote where is the state. The state is an influencer and they have certain policies and objectives that I certainly think influenced the county behavior. But there really isn't a state project at this point in time. It's the individual counties acting on their own. As we mentioned, we signed another county. I think that the big rush of counties is over and we'll do the onesies-twosies here and there, and we'll see that number creep up a little bit. We also saw, as we've indicated, we expected, more sales back into the counties where we already have a relationship. Probably the biggest opportunity going forward is as these counties come online, and we have had -- the big work at Odyssey in courts and justice in the first half of this year, has not been new market as much as executing on the business we've won. A lot of go lives and very large complex projects. So a lot of good work by our folks and that certainly will support the opportunity to sell incremental products back into those sites. And as they get established, to start to see the e-filing grow in those counties.

Okay. So it's -- okay, so overall there, that still goes the same. So that court -- and I guess what I was looking for, there was no -- was there a backlog when California started the California case management system? They said, we're going to do this for the -- from a statewide, and I guess they were saying there was no real backlog for people waiting for the state and then when the state abandoned that effort, that now forcing these courts to go out and do it on their own. That's what I was kind of trying to figure out if there was anything --

No, there definitely was, and I'm saying that the rush of that, where we signed, what? 25, 26 or 27 counties in a pretty much an 18-month period and a few others signed with other companies, so some 30-plus counties that had been waiting and then clearly, that pent-up demand went through a process and made a selection. Those that we're in the most urgent need, I think, have made their decisions. And now you're going to see a slower trickle for the remaining counties. And the remaining counties generally are smaller. I think we have somewhere around half of the counties with somewhere around 75% of the population. So, if you're just talking about names, we have the majority of the names we're going to get. If you're looking at the entire opportunity, there remains significant opportunity to sell additional suites and products into those sites. And obviously, overtime, as e-file build itself out, significant opportunity there.

The e-filing, really, starting in the second half of this year, we've seen very little e-filing revenues to date in California, but starting in the second half of this year and then certainly building in 2017, we expect to start to see more significant e-filing revenues from those that we have already signed and those that we expect to sign. I think we have six counties in California that will start some form of mandatory e-filing in the second half of 2016. So, we start to see a build in those revenues.

Great. Thanks. That was very helpful. Good quarter.

The next question comes from Mark Schappel of Benchmark. Please go ahead.

Hi. Nice quarter. Thanks for taking my question and John, if I recall correctly, the Company committed additional resources to the Dynamics business earlier in the year. And just kind of piggybacking on the previous Dynamics question, just maybe if you can just give us a little update on how you think those resources are playing out and maybe when we can expect to see them to be a material contributor?

Actually, the net commitment at Dynamics is strong. We've kind of transitioned out of the build mode and the initial project, and we went through kind of a reset in redeployment of the people we have in the projects. So, our R&D commitment is off significantly from where it was during the build years. We did have incremental resources to support their sales channel and developing the marketplace and some incremental resources to kind of product extensions that we do for our direct deals and some ProServe people. But the net headcount and net investment has been cut from where it was during the development years.

The next question comes from Jonathan Ho of William Blair & Company.

I just wanted to start out with New World and just to get a better sense of maybe the types of deals that you expect to see in the second half of the year. I think you guys have talked about public safety being a little bit more back-end loaded. Are the types of deals going to typically be larger? Is it going to be a different type of customer? I just wanted to understand a little bit around the dynamics around the public safety side.

The types of deals, I don't know. There's nothing that stands out about the deals. I'd call them middle-of-the-road in terms of size. There aren't any outsize deals. Very consistent with what they've done historically. There are a number of deals pretty consistent with what our expectation was when we talked about some acceleration in the second half that we're tracking, that will be there -- had an indication of an award or feel good about. So again, our expectation is that those deals will be pretty consistent with what we thought going into the year. I think these are the kinds of deals they probably would have done on their own. I don't think the impact of Tyler, which hopefully, will accelerate that business, both our brand, our presence, the integration with our courts and justice system, and the general investment in the product. I don't think that's driving incremental business that's meaningful at this point. We would hope and expect that, that would start to happen in ’17.

Got it. And then can you give us a sense of some of the development projects that you guys are working on? And maybe how you expect that to potentially impact either win rates or up sell opportunities as you start to complete those?

Yes, we won't get too granular on competitive product initiatives. But we have a number of projects going on at Munis that I would consider to be competitive initiatives that are definitely discretionary. In other words, they're not associated with the commitments to customers or kind of the core things you have to do to maintain your market position. It's a conscious decision, in some cases, to extend the functionality and raise what kind of were just follow on or carry along modules to be industry leading; in some cases, technological initiatives. But we've added probably 32 heads that would fall in that category at Munis over the last 18 months and we'll continue to look for opportunities to improve that. And we're encouraged that we'd seen their win rates clearly improve as we make those investments. So, I think while it's an elevated investment and it's different than buying your stock or doing an acquisition that doesn't run through our P&L, it's a very good place for Tyler to invest and we see good results. There's elevated investment in the EnerGov solution, both on the technical side and the functionality side. That's important to get done. That's been a hyper growth product for us that needs that level of investment to sustain that type of growth. And probably another area worth mentioning is what we've been talking about, which is the New World Public Safety side, where, clearly, that was a very important strategic part of that acquisition, and we want to invest in that product and kind of Tyler-ize it to get the same experience there that we're experiencing with our Odyssey applications.

Great, thank you.

The next question comes from Kirk Materne of Evercore ISI. Please go ahead.

Thanks very much and congrats on a great quarter, guys. John, I was wondering if you could just talk a little bit about how sort of the New World go-to-market team and sort of the Tyler go-to-market teams are working together to try to produce some cross-sell deals or sell into each other's existing customer base. I'm just wondering what's sort of happening on that front, and any, I guess, early signs of success or is it still kind of early in terms of being able to take some of the Tyler products in the New World customer base and vice versa? Thanks.

Yes, sure. Currently and certainly for the foreseeable future, we'll continue to maintain an independent public safety sales channel, which is the New World channel, and our Odyssey sales channel. They're very related. We hope, as you know, through integration, they add a lot of value to each of those from the other. But I still think that selling to a sheriff's department or a police department, the people, the process is different, the language. Everything that you get from having worked in those environments from selling to judges and courts. So, we will work to coordinate them very closely, but continue to maintain independent channels, I think, for some time going forward. The reception, which is not tangible, of this story and this objective is very well-received by the customers as well as prospects that we're seeing. But as I already indicated, I certainly couldn't give you names today that we've either signed or that we see in the second half of the year that we really think that this combination story influence the decision significantly. You never know for certain. I do think that those results will come as we begin not to deliver everything we're going to do, but just deliver some things that reinforce the message and the objective that we have. And I think that's probably still a year out.

Okay. And just because it's, obviously, top of all today, I was just wondering do you all run into NetSuite much on the ERP side? And just kind of curious if they show up at all from a competitive standpoint.

No. Almost -- almost can't think of anything off top of my head but it certainly be fewer than five deals in recent years that we would have seen them if we've seen them at all.

Okay, and then just last question. Obviously, nice traction around your SaaS products. I guess, any reason that you guys play the conversion rate or the adoption rate of SaaS might accelerate over the back half of the year? Do you guys still see the -- sort of the current percentage of deals new moving this -- that are going SaaS to remain -- I'm just trying to get a sense if you're seeing reason for the adoption rate of SaaS to pick up in the back half of the year, whether it's resource constraints or whatever it might be.

It's a good question and there isn't a great answer to it. Obviously, the SaaS traction in the first half of the year was good. The reason it's hard to answer is if you were to look at our pipeline right now and how we currently, talking to those clients, it would suggest that the SaaS traction would actually drop in the second half of the year. However, that may well not happen because most of these local government sites go out for a new solution. They don't necessarily go out and say, we want to go to the cloud or we want to stay on-premise. They go out and look for the best partner and the best solution, and so right now, we may have been selected or we expect to be selected and it was a traditional on-premise bid but what will happen now is they'll say, tell me more about that and our people will suggest they give that more consideration. And historically, a number of people that right now are in the pipeline is a traditional on-premise opportunity will switch to the cloud. And it literally can happen in the final weeks of contract negotiations. So, if things get done exactly the way they're currently in the pipeline, it would actually settle back a little bit. But I would be surprised if a number of those sites during the contract process don't change their mind and go the other direction.

Okay, great, thanks guys.

The next question is from Tim Klasell of Northland Securities. Please go ahead.

Yes, most of my questions have been answered. But just wanted to jump over to that New Mexico contract that went from gross to net. Do you have very many of those that are meaningful out there? Or is that -- is that sort of just a one-off?

That was sort of unusual. So no, we don't.

Okay, good. And then on New World, a lot of questions about the synergies. But when you have -- when do you expect to have sort of some more integrated products out there? I know you're working on that. Is that something we should expect to see next year? Or when will we have sort of a more integrated solution out there? Thank you.

Yes, sure. You'll see higher levels of integration, probably even late this year and into next year. It will be a process. And it won't be that there's some major release two or three years from now that delivers seamless integration. It will be incremental and it will be delivered as we go forward. And not just the integration, which is important and a big part of the story here, but incremental progress of the product, delivering functionality, which will improve the competitiveness, improving quality and the product as well, reducing defects and introducing and integrating new technology. So it's a good question. There will not be some single release that changes the world there. We will -- as I just said earlier, we will look to get some early kind of impactful deliverables out there that support the story that give clients and prospects confidence that the grander story we have is something we will deliver on. And I think that will begin to impact and escalate some of the revenues.

Great, thank you very much.

The next question comes from Patrick Walravens of JMP Securities. Please go ahead.

Great. Thank you and congratulations. Circling back to the NetSuite thing, I just love to hear your thoughts about whether you would expect more consolidations from these kinds of vendors in ERP and how that might eventually impact Tyler.

I don't know. I suppose there's a lot of strategics out there willing to offer those multiples, you'll probably see more M&A. But it's just hard to know. Obviously, that seems like pretty rich deal and maybe that will heat things up a little bit. We run our Company as if it's going to be independent indefinitely. And we have a pretty healthy valuation as well. But obviously, that deal is, if it becomes a trend, we'll put a lot of companies in play but we're not in a better position to know that than you are.

Yes, great. Thanks. And then if I could follow up on a little bit of detail around Dynamics. I'm just wondering how the change -- the changes that Microsoft has made to the underlying technology platform there, if you're going to just sort of boil it down, what have they done that sort of make it easier for you from an integration or product development point of view?

I'm not sure I -- can you help me? What are you looking for there?

Well, so supposedly, the new version of the product is a lot more modern, right? Is that something you're noticing as you try to partner with them and integrate with their solutions?

It's really two different solutions. So we do have some Tyler solutions, most of it, the Munis level integrated to Dynamics. But for the most part, a Dynamics deal, whether we're doing it directly or through partners, which we're doing more of the through partner channel now, it's mostly about Dynamics itself and the story around that and less about applications we may incrementally add. We do, at times, when it's kind of sub-verticals, right, dynamics doesn't have certain real vertical local government application. So we certainly will add in Munis apps or an EnerGov app or an app that's part of the process. But generally, I think the decisions is pretty centralized around Dynamics.

Yes. And have you noticed any -- I mean, I guess, as they're trying to push these stuff more and more to the cloud, I guess, the question is how well is that working and is that something that you're noticing?

They are and I think generally, it's a good thing. It's a modern system and cloud is associated with that. And I think generally, it's good. We do see those, some flexibility that they will continue to not turn away on-premise business, which I think is important because there certainly are major segments of the market that haven't chose to move to the cloud. So, there are some meaningful deals we're working that will be on-premise deals. But unlike Tyler, where we kind of let the market and the customer decide, I'd agree with you, that they have a bias toward the cloud and the way they offer the product and price the product and incentivize their people, supports that. And so, I think that there will be more of a cloud mix going forward, but there is still an on-premise side to it as well.

Great, thank you very much.

The next question comes from Scott Berg of Needham & Company. Please go ahead.

Hi, John and Brian, congrats on a good quarter. I apologize if I ask some redundant questions upon the 20-mile stretch in upstate New York that apparently doesn't have cell service. So the first question is on the guidance in the second half of the year, Brian. As you reported, 11% organic growth in Q2, the guidance suggested acceleration in the back half year but your visibility into those numbers, are they kind of in-line coming off the second quarter that you've seen in the last couple of years? Or is their visibility into the back half maybe any different on a positive or negative perspective?

No, I'd say the in-line is similar to prior years. Obviously, there's more visibility the further into the year you get, more of the things that will be signed in the second half or farther along in the pipeline today are already awarded. So there's less deals that are in the early stages given the sales cycles. So that's typical. I'd say we have similar visibility. We're probably -- still with the New World businesses newer to us. So, I'd say we have little more caution, a little more conservatism as it relates to that until we become more familiar with it as we are with our longer owned businesses.

Great, and then I want to talk about ERP pipeline, what's going on in the second half of the year. John, I think it was on the third quarter call last year, you talked about RPs picking up obviously, they take a little while to flow through the deals. Wanted to see if you're still seeing that activity in your pipeline and is there an expectation that some of that starts to flow out here more than in the second half of the year.

Yes, we certainly don't want to raise -- these things can be lumpy. We don't want to get ahead of ourselves. But both the activity -- and I think of that at a higher level than what we've seen recently. And our win rate's pretty much across the board, especially with kind of our larger apps. So you saw some really good IAS stuff. Munis, exceptional second quarter in terms of awards and the outlook for the second half remains strong. Odyssey's opportunities become more meaningful in the second half as well. So we're pleased with the marketplace. It seems to be very healthy and should allow us to take advantage of these investments that we've made in our products and certainly, get our share of those opportunities.

That’s all I have, thanks for taking my questions.

At this time, there appear to be no more questions. Mr. Marr, I'll turn the call back over to you for closing remarks.

Okay. Well, thank you, Drew, and thank all of you for joining us on the call this morning. If you do have any additional questions, feel free to reach out to myself or Brian. Have a great day.

The conference has concluded. You may now disconnect your line.