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Cover and table of contents

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Cover and table of contents

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10-K 1 tyl12312016-10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-K


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2016

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-10485


TYLER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


DELAWARE75-2303920
(State or other jurisdiction of incorporation or organization)(I.R.S. employer identification no.)
5101 Tennyson Parkway Plano, Texas75024
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code: (972) 713-3700


Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUENEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:

NONE


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ¨ NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark if disclosure of delinquent filer pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K. YES ¨ NO x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerxAccelerated filer¨
Non-accelerated filer¨ (Do not check if a smaller reporting company)Smaller Reporting Company¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) YES ¨ NO x

The aggregate market value of the voting stock held by non-affiliates of the registrant was $5,505,843,000 based on the reported last sale price of common stock on June 30, 2016, which is the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of common stock of the registrant outstanding on February 21, 2017 was 36,828,000

DOCUMENTS INCORPORATED BY REFERENCE

Certain information required by Part III of this annual report is incorporated by reference from the registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May 10, 2017.

TYLER TECHNOLOGIES, INC.

FORM 10-K

TABLE OF CONTENTS

PAGE
PART I
Item 1.Business3
Item 1A.Risk Factors11
Item 1B.Unresolved Staff Comments17
Item 2.Properties17
Item 3.Legal Proceedings17
Item 4.Submission of Matters to a Vote of Security Holders17
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities18
Item 6.Selected Financial Data21
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 7A.Quantitative and Qualitative Disclosures about Market Risk39
Item 8.Financial Statements and Supplementary Data40
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40
Item 9A.Controls and Procedures40
Item 9B.Other Information40
PART III
Item 10.Directors, Executive Officers and Corporate Governance41
Item 11.Executive Compensation41
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters41
Item 13.Certain Relationships and Related Transactions, and Director Independence41
Item 14.Principal Accounting Fees and Services41
PART IV
Item 15.Exhibits, Financial Statement Schedules42
Signatures44

PART I

Next: Item 1. BUSINESS.