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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version on businesswire.com: http://www.businesswire.com/news/home/20151116005733/en/
Jetstream PR for Tyler TechnologiesTony Katsulos, 972-788-9456,
ext. 301katsulos@jetstreampr.com
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