UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2019

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)

Delaware	75-2303920
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

5101 TENNYSON PARKWAY	PLANO	Texas	75024
(Address of principal executive offices)	(City)	(State)	(Zip code)

(972) 713-3700

(Registrant’s telephone number, including area code)

Title of each class	Trading symbol	Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUE	TYL	New York Stock Exchange

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   ☒  No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted 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 such files).  Yes   ☒     No   ☐

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

 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ☐     No   ☒

The number of shares of common stock of registrant outstanding on August 1, 2019 was 38,582,788.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019		2018
Revenues:
Software licenses and royalties	$	20,675		$	22,400		$	42,468	$	45,176
Subscriptions	73,475			53,009			140,750		102,037
Software services	57,401			50,674			105,844		96,613
Maintenance	106,689			96,076			206,841		189,973
Appraisal services	6,233			5,532			11,447		10,926
Hardware and other	10,651			8,369			14,840		12,509
Total revenues	275,124			236,060			522,190		457,234
Cost of revenues:
Software licenses and royalties	891			1,204			1,709		1,982
Acquired software	7,988			5,724			14,670		11,106
Software services, maintenance and subscriptions	125,759			109,487			242,919		215,572
Appraisal services	3,758			3,568			7,210		7,349
Hardware and other	8,868			6,801			11,774		9,144
Total cost of revenues	147,264			126,784			278,282		245,153
Gross profit	127,860			109,276			243,908		212,081
Selling, general and administrative expenses	65,827			52,262			123,593		99,866
Research and development expense	20,101			15,831			39,042		28,879
Amortization of other intangibles	5,266			4,041			10,116		7,356
Operating income	36,666			37,142			71,157		75,980
Other (expense) income, net	(247		)	558			339		1,157
Income before income taxes	36,419			37,700			71,496		77,137
Income tax provision (benefit)	4,420			(1,461		)	12,149		151
Net income	$	31,999		$	39,161		$	59,347	$	76,986
Earnings per common share:
Basic	$	0.83		$	1.02		$	1.54	$	2.00
Diluted	$	0.80		$	0.97		$	1.49	$	1.91

See accompanying notes.

2

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

	June 30, 2019 (unaudited)			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	11,187		$	134,279
Accounts receivable (less allowance for doubtful accounts of $3,846 in 2019 and $4,647 in 2018)	381,379			298,912
Short-term investments	31,184			44,306
Prepaid expenses	26,881			33,258
Income tax receivable	—			4,697
Other current assets	2,939			3,406
Total current assets	453,570			518,858
Accounts receivable, long-term	20,511			16,020
Operating lease right-of-use assets	20,349			—
Property and equipment, net	170,150			155,177
Other assets:
Goodwill	835,911			753,718
Other intangibles, net	377,478			276,852
Non-current investments and other assets	71,462			70,338
Total assets	$	1,949,431		$	1,790,963
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	8,062		$	6,910
Accrued liabilities	70,894			66,480
Operating lease liabilities	6,039			—
Current income tax payable	249			—
Deferred revenue	368,488			350,512
Total current liabilities	453,732			423,902
Revolving line of credit	15,000			—
Deferred revenue, long-term	551			424
Deferred income taxes	39,749			41,791
Operating lease liabilities, long-term	18,769			—
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 and outstanding as of June 30, 2019 and December 31, 2018	481			481
Additional paid-in capital	715,920			731,435
Accumulated other comprehensive loss, net of tax	(46		)	(46		)
Retained earnings	830,156			771,925
Treasury stock, at cost; 9,581,990 and 9,872,505 shares in 2019 and 2018, respectively	(124,881		)	(178,949		)
Total shareholders' equity	1,421,630			1,324,846
Total liabilities and shareholders' equity	$	1,949,431		$	1,790,963

See accompanying notes.

3

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities:
Net income	$	59,347		$	76,986
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	36,744			29,649
Share-based compensation expense	29,482			23,490
Deferred income tax benefit	(7,440		)	(5,196		)
Changes in operating assets and liabilities, exclusive of effects of    acquired companies:
Accounts receivable	(69,058		)	(48,870		)
Income taxes	4,806			(1,762		)
Prepaid expenses and other current assets	(9,472		)	(815		)
Accounts payable	550			(4,599		)
Accrued liabilities	16			(12,185		)
Deferred revenue	3,479			10,532
Net cash provided by operating activities	48,454			67,230
Cash flows from investing activities:
Additions to property and equipment	(24,052		)	(14,952		)
Purchase of marketable security investments	(10,117		)	(74,850		)
Proceeds from marketable security investments	39,688			39,154
Investment in software	(2,232		)	—
Cost of acquisitions, net of cash acquired	(199,220		)	(157,152		)
Decrease (increase) in other	432			(186		)
Net cash used by investing activities	(195,501		)	(207,986		)
Cash flows from financing activities:
Increase in net borrowings on revolving line of credit	15,000			—
Purchase of treasury shares	(17,786		)	—
Proceeds from exercise of stock options	22,132			44,317
Contributions from employee stock purchase plan	4,609			3,760
Net cash provided by financing activities	23,955			48,077
Net decrease in cash and cash equivalents	(123,092		)	(92,679		)
Cash and cash equivalents at beginning of period	134,279			185,926
Cash and cash equivalents at end of period	$	11,187		$	93,247

See accompanying notes.

4

TYLER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock					Total Shareholders' Equity
	Shares	Amount										Shares		Amount
Balance at March 31, 2019	48,148	$	481	$	731,073		$	(46	)	$	798,157	(9,825	)	$	(170,920	)	$	1,358,745
Net income	—	—		—			—			31,999		—		—			31,999
Exercise of stock options and vesting of restricted stock units	—	—		(29,884		)	—			—		239		45,488			15,604
Employee taxes paid for withheld shares upon equity award settlement	—	—		—			—			—		(9	)	(2,044		)	(2,044		)
Stock compensation	—	—		15,066			—			—		—		—			15,066
Issuance of shares pursuant to employee stock purchase plan	—	—		(335		)	—			—		13		2,595			2,260
Treasury stock purchases	—	—		—			—			—		—		—			—
Balance at June 30, 2019	48,148	$	481	$	715,920		$	(46	)	$	830,156	(9,582	)	$	(124,881	)	$	1,421,630

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock					Total Shareholders' Equity
	Shares	Amount									Shares		Amount
Balance at March 31, 2018	48,148	$	481	$	652,909	$	(46	)	$	662,288	(9,900	)	$	(54,418	)	$	1,261,214
Net income	—	—		—		—			39,161		—		—			39,161
Exercise of stock options and vesting of restricted stock units	—	—		19,163		—			—		372		5,856			25,019
Stock compensation	—	—		12,933		—			—		—		—			12,933
Issuance of shares pursuant to employee stock purchase plan	—	—		1,777		—			—		11		185			1,962
Treasury stock purchases	—	—		—		—			—		—		—			—
Balance at June 30, 2018	48,148	$	481	$	686,782	$	(46	)	$	701,449	(9,517	)	$	(48,377	)	$	1,340,289

See accompanying notes.

5

TYLER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock					Total Shareholders' Equity
	Shares	Amount											Shares		Amount
Balance at December 31, 2018	48,148	$	481	$	731,435		$	(46	)	$	771,925		(9,872	)	$	(178,949	)	$	1,324,846
Retained earnings adjustment-adoption of Topic 842 Leases, net of taxes	—	—		—			—			(1,116		)	—		—			(1,116		)
Net income	—	—		—			—			59,347			—		—			59,347
Exercise of stock options and vesting of restricted stock units	—	—		(44,289		)	—			—			350		66,421			22,132
Employee taxes paid for withheld shares for taxes upon equity award	—	—		—			—			—			(16	)	(3,381		)	(3,381		)
Stock compensation	—	—		29,482			—			—			—		—			29,482
Issuance of shares pursuant to employee stock purchase plan	—	—		(708		)	—			—			28		5,317			4,609
Treasury stock purchases	—	—		—			—			—			(72	)	(14,289		)	(14,289		)
Balance at June 30, 2019	48,148	$	481	$	715,920		$	(46	)	$	830,156		(9,582	)	$	(124,881	)	$	1,421,630

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock					Total Shareholders' Equity
	Shares	Amount									Shares		Amount
Balance at December 31, 2017	48,148	$	481	$	626,867	$	(46	)	$	624,463	(10,262	)	$	(60,029	)	$	1,191,736
Net income	—	—		—		—			76,986		—		—			76,986
Exercise of stock options and vesting of restricted stock units	—	—		33,021		—			—		722		11,296			44,317
Stock compensation	—	—		23,490		—			—		—		—			23,490
Issuance of shares pursuant to employee stock purchase plan	—	—		3,404		—			—		23		356			3,760
Treasury stock purchases	—	—		—		—			—		—		—			—
Balance at June 30, 2018	48,148	$	481	$	686,782	$	(46	)	$	701,449	(9,517	)	$	(48,377	)	$	1,340,289

See accompanying notes.

6

Tyler Technologies, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Tables in thousands, except per share data)

(1)    Basis of Presentation

We prepared the accompanying condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States, or GAAP, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted for interim periods. Balance sheet amounts are as of June 30, 2019, and December 31, 2018, and operating result amounts are for the three and six months ended June 30, 2019, and 2018, respectively, and include all normal and recurring adjustments that we considered necessary for the fair summarized presentation of our financial position and operating results. As these are condensed financial statements, one should also read the financial statements and notes included in our latest Form 10-K for the year ended December 31, 2018. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances from non-owner sources and includes all components of net income (loss) and other comprehensive income (loss). We had no items of other comprehensive income (loss) for the three and six months ended June 30, 2019, and 2018.

(2)    Accounting Standards and Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Except for the accounting policies for leases recognition that were adjusted as a result of adopting ASU No. 2016-02, Leases ("Topic 842"), there have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 20, 2019, that have had a material impact on our condensed consolidated financial statements and related notes.

USE OF ESTIMATES

The preparation of our 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 revenue recognition, determining the nature and timing of satisfaction of performance obligations, determining the standalone selling price ("SSP") of performance obligations, variable consideration, and other obligations such as returns and refunds; loss contingencies; the estimated useful life of deferred commissions; the carrying amount and estimated useful lives of intangible assets; the carrying amount of operating lease right-of-use assets and operating lease liabilities; determining share-based compensation expense; the valuation allowance for receivables; and determining the potential outcome of future tax consequences of events that have been recognized on our consolidated financial statements or tax returns. Actual results could differ from estimates.

REVENUE RECOGNITION

Nature of Products and Services:

We earn revenue from software licenses, royalties, subscription-based services, software services, post-contract customer support (“PCS” or “maintenance”), hardware, and appraisal services. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps:

• Identification of the contract, or contracts, with a customer

• Identification of the performance obligations in the contract

• Determination of the transaction price

7

• Allocation of the transaction price to the performance obligations in the contract

• Recognition of revenue when, or as, we satisfy a performance obligation

Most of our software arrangements with customers contain multiple performance obligations that range from software licenses, installation, training, and consulting to software modification and customization to meet specific customer needs (services), hosting, and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include software services, such as training or installation, are evaluated to determine whether the customer can benefit from the services either on their own or together with other resources readily available to the customer and whether the services are separately identifiable from other promises in the contract. The transaction price is allocated to the distinct performance obligations on a relative SSP basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. Revenue is recognized net of allowances for sales adjustments and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Significant Judgments:

Our contracts with customers often include multiple performance obligations to a customer. When a software arrangement (license or subscription) includes both software licenses and software services, judgment is required to determine whether the software license is considered distinct and accounted for separately, or not distinct and accounted for together with the software services and recognized over time.

The transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. We use a range of amounts to estimate SSP when we sell each of the products and services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when we do not sell the product or service separately, we determine SSP using the expected cost-plus margin approach.

For arrangements that involve significant production, modification or customization of the software, or where software services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred, or value added. The progress-to-completion method generally results in the recognition of reasonably consistent profit margins over the life of a contract because we can provide 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 margin 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 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.

Typically, the structure of our arrangements does not give rise to variable consideration. However, in those instances whereby variable consideration exists, we include in our estimates additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably and its realization is probable.

Refer to Note 13 - Disaggregation of Revenue for further information, including the economic factors that affect the nature, amount, timing, and uncertainty of revenue and cash flows of our various revenue categories.

Contract Balances:

Accounts receivable and allowance for doubtful accounts

Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. We record an unbilled receivable related to revenue recognized for on-premises licenses as we have an unconditional right to invoice and receive payment in the future related to those licenses.

8

At June 30, 2019, and December 31, 2018, total current and long-term accounts receivable, net of allowance for doubtful accounts, was $401.9 million and $314.9 million, respectively. We have recorded unbilled receivables of $118.3 million and $104.2 million at June 30, 2019, and December 31, 2018, respectively. Included in unbilled receivables are retention receivables of $12.9 million and $12.2 million at June 30, 2019, and December 31, 2018, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, long-term portion in the accompanying condensed consolidated balance sheets.

We maintain allowances for doubtful accounts, which are provided at the time the revenue is recognized. Since most of our customers are domestic 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 the carrying amount for the allowances for doubtful accounts 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.

The following table summarizes the changes in the allowance for doubtful accounts (in thousands):

	Six months ended June 30, 2019
Balance, beginning of period December 31, 2018	$	4,647
Provisions for losses - accounts receivable	1,664
Collection of accounts previously written off	—
Deductions for accounts charged off or credits issued	(2,465		)
Balance, end of period	$	3,846

LEASES

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities on our consolidated balance sheets. We currently do not have any finance lease arrangements.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted as a single lease component.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Leases. We adopted Topic 842 using the transition method that allows us to initially apply the guidance at the adoption date of January 1, 2019, and recognized a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We used the package of practical expedients that allows us to not reassess: (1) lease classification for any expired or existing leases and (2) initial direct costs for any expired or existing leases. We did not elect to use the hindsight application for evaluating the life of the lease arrangement. The impact of adoption is reflected in the financial information herein. For additional details, see Note 10 to our condensed consolidated financial statements.

The impact of Topic 842 on our consolidated balance sheet beginning January 1, 2019, included the recognition of ROU assets and lease liabilities for operating leases, while our accounting for finance leases remained substantially unchanged. We had no finance leases prior to the adoption of Topic 842 and currently do not have any.

9

Amounts recognized at January 1, 2019, for operating leases were as follow (in thousands):

Operating lease right-of-use assets	$	15,633
Operating lease liabilities	(4,344		)
Operating lease liabilities, long-term	(12,405		)
Retained earnings	$	(1,116	)

No impact was recorded to the statement of income for the adoption of Topic 842.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, (“ASU 2016-13”). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for a fiscal year beginning after December 15, 2018, including interim periods within that fiscal year. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. We are currently assessing the potential impact of ASU 2016-13 on our consolidated financial statements and results of operations.

(3)    Acquisitions

On February 28, 2019, we acquired all of the capital stock of MP Holdings Parent, Inc. dba MicroPact ("MicroPact"), a leading provider of commercial off-the-shelf (COTS) solutions, including entellitrak®, a low-code application development platform for case management and business process management used extensively in the public sector. The total purchase price, net of cash acquired of $2.0 million, was approximately $204.2 million consisting of $197.5 million paid in cash, accrued contingent consideration of $7.0 million contingent upon the achievement of certain financial performance objectives, and $1.7 million accrued for certain holdbacks, subject to certain post-closing adjustments.

We have performed a preliminary valuation analysis of the fair market value of MicroPact’s assets and liabilities. The following table summarizes the preliminary allocation of the purchase price as of the acquisition date:

(In thousands)
Cash	$	1,983
Accounts receivable	11,852
Other current assets	8,979
Other noncurrent assets	10,417
Identifiable intangible assets	118,843
Goodwill	83,065
Accounts payable	(602		)
Accrued expenses	(2,432		)
Other noncurrent liabilities	(8,879		)
Deferred revenue	(11,312		)
Deferred tax liabilities, net	(5,766		)
Total consideration	$	206,148

In connection with this transaction, we acquired total tangible assets of $33.2 million and assumed liabilities of approximately $23.2 million. We recorded goodwill of $83.1 million, none of which is expected to be deductible for tax purposes, and other identifiable intangible assets of approximately $118.8 million. The $118.8 million of intangible assets are attributable to customer relationships, acquired software, trade name and favorable fair value of an operating lease and will be amortized over a weighted average period of approximately 10 years. We recorded deferred tax liabilities of $5.8 million related to estimated fair value allocations.

10

The acquisition of MicroPact augments our product solutions, positions us in new practice areas such as health and human services, and presents opportunities to expand our business across new and complementary markets. We intend to expand our total addressable market through MicroPact's strong presence in the federal market. Therefore, the goodwill of $83.1 million arising from this acquisition is primarily attributed to our ability to generate increased revenues, earnings and cash flow by expanding our addressable market and client base. In the six months ended June 30, 2019, we recorded adjustments to the preliminary opening balance sheet attributed to an increase in deferred revenue and related deferred taxes resulting in a net increase to goodwill of approximately $1.0 million.

The following unaudited pro forma consolidated operating results information has been prepared as if the MicroPact acquisition had occurred at January 1, 2018, after giving effect to certain adjustments, including amortization of intangibles, interest, transaction costs and tax effects.

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenues	$	275,124	$	254,471	$	533,988	$	493,004
Net income	31,999		39,720		59,166		76,792
Basic earnings per share	0.83		1.03		1.54		2.00
Diluted earnings per share	$	0.80	$	0.99	$	1.49	$	1.91

The pro forma information above 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 occurred on the date specified or to project our results of operations for any future period.

On February 1, 2019, we acquired all the assets of Civic, LLC ("MyCivic"), a company that provides software solutions to connect communities. The total purchase price was $3.7 million in cash.

As of June 30, 2019, the purchase price allocations for MicroPact and MyCivic are not yet complete. The preliminary estimates of fair value assumed at the acquisition date for intangible assets, deferred revenue, accrued contingent consideration, accrued holdbacks and related deferred taxes are subject to change as valuations are finalized. The operating results of MicroPact and MyCivic are included in the operating results of the Enterprise Software segment since their respective dates of acquisition. Revenues from MicroPact included in Tyler's results of operations were approximately $14.6 million and $20.1 million for the three and six months ended June 30, 2019, respectively, and net loss was $3.2 million and $3.6 million for the three and six months ended June 30, 2019, respectively. Revenues and operating results from MyCivic included in 2019 results were not significant. As of June 30, 2019, we incurred fees of approximately $0.9 million for financial advisory, legal, accounting, due diligence, valuation and other various services necessary to complete these acquisitions. These fees were expensed in 2019 and are included in Selling, general and administrative expenses on the condensed consolidated statement of income.

Our balance sheet as of June 30, 2019, reflects the allocation of the purchase price to the assets acquired based on their fair value at the date of each acquisition. The fair value of the assets and liabilities acquired are based on valuations using Level III, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

11

(4)     Shareholders’ Equity

The following table details activity in our common stock (in thousands):

	Three Months Ended June 30,							Six Months Ended June 30,
	2019				2018			2019					2018
	Shares	Amount			Shares	Amount		Shares		Amount			Shares	Amount
Purchases of treasury shares	—	$	—		—	$	—	(72	)	$	(14,289	)	—	$	—
Stock option exercises	203	15,604			372	25,019		297		22,132			722	44,317
Employee stock plan purchases	13	2,260			11	1,962		28		4,609			23	3,760
Restricted stock units vested, net of withheld shares upon award settlement	27	$	(2,008	)	—	$	—	37		$	(3,381	)	—	$	—

As of June 30, 2019, we had authorization from our board of directors to repurchase up to 2.6 million additional shares of our common stock.

(5)    Deferred Commissions

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be three to seven years. Deferred commissions were $27.2 million and $21.9 million as of June 30, 2019, and December 31, 2018, respectively. Amortization expense was $4.1 million and $7.9 million for the three and six months ended June 30, 2019, respectively, and $3.7 million and $7.1 million for the three and six months ended June 30, 2018, respectively. There were no indicators of impairment in relation to the costs capitalized for the periods presented. Deferred commissions have been included with prepaid expenses for the current portion and non-current other assets for the long-term portion in the accompanying condensed consolidated balance sheets. Amortization expense related to deferred commissions is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income.

(6)    Other Assets

As of June 30, 2019, we have $68.1 million in investment grade corporate and municipal bonds with maturity dates ranging through 2022. We intend to hold these bonds to maturity and have classified them as such. We believe cost approximates fair value because of the relatively short duration of these investments. The fair values of these securities are considered Level II as they are based on inputs from quoted prices in markets that are not active or other observable market data. These investments are included in short-term investments and non-current investments and other assets.

(7)    Revolving Line of Credit

On November 16, 2015, we entered into a $300 million credit agreement with various lender parties and Wells Fargo Bank, National Association, as Administrative Agent (the “Credit Facility”). The Credit Facility provides for a revolving credit line up to $300 million, including a $10 million sublimit for letters of credit. The Credit Facility matures on November 16, 2020. Borrowings under the Credit Facility may be used for general corporate purposes, including working capital requirements, acquisitions and share repurchases.

Borrowings under the Credit Facility bear interest at a rate of either (1) Wells Fargo Bank’s prime rate (subject to certain higher rate determinations) plus a margin of 0.25% to 1.00% or (2) the 30, 60, 90 or 180 day LIBOR rate plus a margin of 1.25% to 2.00%. As of June 30, 2019, the interest rates were 5.75% under the Wells Fargo Bank's prime rate and approximately 3.65% under the 30-day LIBOR option. The Credit Facility is secured by substantially all of our assets. The 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, and limits incurrence of additional indebtedness and liens. As of June 30, 2019, we were in compliance with those covenants.

As of June 30, 2019, we had outstanding borrowings of $15.0 million at an interest rate of approximately 3.65%, under a 30-day LIBOR contract. As of June 30, 2019, available borrowing capacity under the Credit Facility was $285.0 million.

12

(8)    Income Tax Provision

We had an effective income tax rate of 12.1% and 17.0% for the three and six months ended June 30, 2019, respectively, compared to negative 3.9% and 0.2% for the three and six months ended June 30, 2018, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2019, as compared to the same period in 2018 was principally due to the decrease in excess tax benefits related to stock incentive awards.

The effective income tax rates for the periods presented were different from the statutory United States federal income tax rate of 21% due to excess tax benefits related to stock incentive awards, state income taxes, non-deductible business expenses, and the tax benefit of research tax credits. The excess tax benefits related to stock incentive awards realized was $5.4 million and $7.0 million for the three and six months ended June 30, 2019, respectively, compared to $11.5 million and $20.7 million for the three and six months ended June 30, 2018, respectively. Excluding the excess tax benefits, the effective rate was 26.9% and 26.8% for the three and six months ended June 30, 2019, compared to 26.7% and 27.0% for the three and six months ended June 30, 2018, respectively.

We made tax payments of $14.8 million and $7.1 million in the six months ended June 30, 2019, and 2018, respectively.

(9)    Earnings Per Share

The following table details the reconciliation of basic earnings per share to diluted earnings per share (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Numerator for basic and diluted earnings per share:
Net income	$	31,999	$	39,161	$	59,347	$	76,986
Denominator:
Weighted-average basic common shares outstanding	38,402		38,390		38,462		38,416
Assumed conversion of dilutive securities:
Stock awards	1,411		1,834		1,344		1,834
Denominator for diluted earnings per share    - Adjusted weighted-average shares	39,813		40,224		39,806		40,250
Earnings per common share:
Basic	$	0.83	$	1.02	$	1.54	$	2.00
Diluted	$	0.80	$	0.97	$	1.49	$	1.91

For the three and six months ended June 30, 2019 and June 30, 2018, stock awards representing the right to purchase common stock of approximately 750,000 and 1.0 million shares and 742,000 and 926,000 shares, respectively, were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. 

(10)    Leases

We lease office facilities for use in our operations, as well as transportation and other equipment. Most of our leases are non-cancelable operating lease agreements and they expire from one year to seven years. Some of these leases include options to extend for up to 10 years. We had no finance leases and no related party lease agreements as of June 30, 2019. Operating lease costs were approximately $2.6 million and $4.7 million for the three and six months ended June 30, 2019, respectively, and $1.7 million and $3.3 million for the three and six months ended June 30, 2018, respectively.

13

The components of operating lease expense were as follows (in thousands):

Lease Costs	Financial Statement Classification	Three Months Ended June 30,		Six Months Ended June 30,
		2019		2019
Operating lease cost	Selling, general and administrative expenses	$	1,664	$	3,034
Short-term lease cost	Selling, general and administrative expenses	593		1,163
Variable lease cost	Selling, general and administrative expenses	368		531
Net lease cost		$	2,625	$	4,728