Tyler Technologies, Inc. (NYSE: TYL) today announced it has completed
the previously announced acquisition of New World Systems Corporation, a
leading provider of public safety and financial solutions for local
governments.
Tyler acquired all of the equity in New World Systems for $360 million
in cash and approximately 2.1 million shares of Tyler's common stock.
Founded in 1981, New World Systems has more than 2,000 public sector
customers and more than 470 employees. Larry D. Leinweber, founder and
former president and CEO of New World Systems, has joined Tyler's board
of directors.
"New World Systems is highly complementary to Tyler and the combination
supports our strategy of being an industry leader in all major
enterprise applications essential to local government," said John S.
Marr Jr., Tyler's president and CEO. "We're pleased to welcome New
World's clients and team of professionals to the Tyler family, and we
look forward to integrating Tyler's Odyssey courts and justice solution
with New World's public safety platform to create a unique end-to-end
enterprise criminal justice solution."
The transaction is expected to be immediately accretive to non-GAAP
earnings per diluted share, with an expected impact to non-GAAP revenues
of approximately $134 million, to adjusted EBITDA of approximately $49
million, and to non-GAAP earnings per diluted share of approximately
$0.56 for the year ending December 31, 2016. These estimates are
non-GAAP measures that reflect certain adjustments Tyler makes to
provide insight into operating results. A description of those
adjustments is provided below.
About Tyler Technologies, Inc.
Tyler Technologies (NYSE: TYL) is a leading provider of end-to-end
information management solutions and services for local governments.
Tyler partners with clients to empower the public sector - cities,
counties, schools and other government entities - to become more
efficient, more accessible and more responsive to the needs of citizens.
Tyler's client base includes more than 13,000 local government offices
in all 50 states, Canada, the Caribbean, the United Kingdom and other
international locations. Forbes has named Tyler one of "America's Best
Small Companies" eight times and the company has been included six times
on the Barron's 400 Index, a measure of the most promising companies in
America. More information about Plano-based Tyler Technologies can be
found at www.tylertech.com.
Non-GAAP Financial Measures
Tyler Technologies has provided in this press release guidance and
estimates with respect to non-GAAP financial measures. We use these
non-GAAP financial measures internally in analyzing our financial
results and believe they are useful to investors, as a supplement to
GAAP measures, in evaluating Tyler's ongoing operational performance.
Tyler believes the use of these non-GAAP financial measures provides an
additional tool for investors to use in evaluating ongoing operating
results and trends and in comparing our financial results with other
companies in our industry, many of which present similar non-GAAP
financial measures. Non-GAAP financial measures discussed above exclude:
the impact of fair value adjustments required under GAAP relating to
acquired customer support contracts which would have otherwise been
recognized on a standalone basis; share-based compensation expense and
the employer portion of payroll taxes on employee stock transactions;
and expenses associated with amortization of intangibles arising from
business combinations; and fees and expenses associated with
acquisitions. Because Tyler does not predict special items that might
occur in the future, and its outlook is developed at a level of detail
different than that used to prepare GAAP financial measures, Tyler is
not providing a reconciliation to GAAP of its forward-looking financial
measures for the year ending December 31, 2016.
We use these measures and believe they are useful to investors because
they provide additional insight in comparing results from period to
period. Non-GAAP financial measures should be considered in addition to,
and not as a substitute for, or superior to, financial information
prepared in accordance with GAAP. The non-GAAP measures used by Tyler
Technologies may be different from non-GAAP measures used by other
companies.
Forward-looking Statements
This document contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 that are not
historical in nature and typically address future or anticipated events,
trends, expectations or beliefs with respect to our financial condition,
results of operations or business. Forward-looking statements often
contain words such as "believes," "expects," "anticipates," "foresees,"
"forecasts," "estimates," "plans," "intends," "continues," "may,"
"will," "should," "projects," "might," "could" or other similar words or
phrases. Similarly, statements that describe our business strategy,
outlook, objectives, plans, intentions or goals also are forward-looking
statements.
Such statements relate to a variety of matters, including: the
operations of the businesses of Tyler and New World Systems separately
and as a combined entity; the timing and consummation of the proposed
transaction; the expected benefits of the integration of the two
companies; the combined company's plans, objectives, expectations and
intentions; and other statements that are not historical in nature (such
as future revenues, costs and expenses, operating income, earnings per
share, margins, cash flows, and capital expenditures). These statements
are made on the basis of the current beliefs, expectations and
assumptions of the management of Tyler and New World Systems regarding
future events and are subject to certain risks and uncertainties.
Investors are cautioned not to place reliance on any such
forward-looking statements, which speak only as of the date they are
made. Neither Tyler nor New World Systems undertakes any obligation to
update or revise these statements, whether as a result of new
information, future events or otherwise.
Actual results may differ materially from those expressed or implied.
Such differences may result from a variety of factors, including: legal
or regulatory proceedings or other matters that affect the timing or
ability to complete the transactions as contemplated; the risk that the
businesses will not be integrated successfully; the loss of senior
management or key employees of Tyler or New World Systems; the
possibility of disruption from the merger making it more difficult to
maintain business and operational relationships; the possibility that
the merger does not close, including due to the failure to satisfy the
closing conditions; any actions taken by either of the companies,
including restructuring or strategic initiatives (including capital
investments or asset acquisitions or dispositions); developments beyond
the companies' control, including: changes in domestic or global
economic conditions, competitive conditions and customer preferences;
natural disasters; international, political or military developments;
and technological developments. Additional information on factors that
could cause results to differ materially from those described in the
forward-looking statements are set forth in our filings with the
Securities and Exchange Commission, including the detailed "Risk
Factors" contained in our most recent annual report on Form 10-K. We
expressly disclaim any obligation to publicly update or revise our
forward-looking statements.
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Jetstream PR for Tyler Technologies
Tony Katsulos, 972-788-9456,
ext. 301
katsulos@jetstreampr.com