Tyler Technologies, Inc.
Q4 2020 Earnings Call Transcript

Published: 11 Feb 2021

[Operator:]

Hello. And welcome to today’s Tyler Technologies Fourth Quarter 2020 Conference Call. Your host for today’s call is Lynn Moore, President and CEO of Tyler Technologies. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. And as a reminder, this conference is being recorded today, February 10, 2021. I’d like to turn the call over to Mr. Moore. Please go ahead.

[Lynn Moore:]

Thank you, Grant, and welcome to our call. With me today is Brian Miller, our Chief Financial Officer. As you have seen, in addition to our fourth quarter earnings, we made another very significant announcement this morning. So we have a lot to talk about today. I’d like to point out that we posted on our Investor Relations website and filed with our 8-K, a presentation on the acquisition and we will refer to some of those slides later in the call.

[Brian Miller:]

Thanks, Lynn. 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 the 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. Lynn?

[Lynn Moore:]

Thanks, Brian. Our team executed well in a challenging environment during the fourth quarter and we concluded 2020 with solid earnings and record cash flows. Recurring revenues, which comprise 75% of our fourth quarter revenues were strong, led by a 17% growth in subscription revenues. However, software licenses and services revenues continue to be pressured by longer sales cycles and delays in projects, as clients deal with the effects of the pandemic, along with the near elimination of billable travel. Our revenue mix and cost efficiencies contributed to 120-basis-point expansion of our non-GAAP operating margin to 26.9%. Cash flow has been very robust throughout the year and both cash from operations and free cash flow ended the year strong and grew 16.5% and 25.8%, respectively. This was our highest fourth quarter and full year cash flow ever, and for the year, free cash flow grew 53.6% to $326.6 million. Bookings for the quarter were relatively flat with the prior year at approximately $333 million. Our largest deal of the quarter, which was also the largest single contract in our history, was a five-year extension of our e-filing arrangement with the Texas Office of Court Administration valued at approximately $98 million. The extension also included e-filing insights, a Socrata-based interactive reporting layer that eliminates hundreds of hours of manual reporting activities and gets clerks in all 254 counties, the ability to monitor 50,000 daily filings, so they can identify bottlenecks inefficiencies and improve the experience for the public.

[Brian Miller:]

Thanks, Lynn. This morning Tyler Technologies reported its results for the fourth quarter ended December 31, 2020. 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. A reconciliation of GAAP to non-GAAP measures is provided in our earnings release. We have also posted on the Investor Relations section of our website under the Financial Reports tab schedules with supplemental information provided on this call, including information about quarterly bookings backlog and recurring revenues.

[Lynn Moore:]

Thanks, Brian. As I look back on 2020, I marvel in how our team of professionals performed in the extraordinary environment of the last few months. We were laser focused on continuing to take care of our clients’ needs as we always do, while taking care of each other at the same time and while our financial results certainly weren’t what we expected at the start of the year, we adapted to the new realities of the pandemic with very good results. As I have said numerous times during last year, I couldn’t be prouder to lead our incredible company and its people. While 2020 presented a myriad of challenges, we view many of those challenges as creating opportunities that Tyler is well positioned to take advantage of. Our financial position is stronger than it was a year ago with more than $800 million in cash and investments and no debt on our balance sheet today. We have been able to continue to invest in and in some cases accelerate all of our long-term strategic initiatives and they are all on track. As a result, our competitive position has also continued to strengthen. We believe the pandemic will further accelerate the public sectors move to the cloud and we are in great position to support that move. Our client base is large and diverse, with more than 27,000 implementations and it represents our greatest asset for both future sales opportunities and the dependable revenue stream it produces, and we have a deep and experienced management team that has weathered difficult economic times in the past. All of these factors make us confident that we are exceptionally well-positioned to capitalize as markets return to normal.

[Operator:]

Your first question comes from Kirk Materne with Evercore ISI. Please go ahead.

[Kirk Materne:]

Okay. Thanks very much and congratulations on the acquisition. Lynn, two questions I think for you predominantly. Just first on the, I guess, the backdrop right now in the Tyler business, are you hearing any sort of, I guess, green shoots coming from some of your clients yet in terms of their budgets. I guess these activity levels around the top end of the funnel. Just trying to get a sense on whether you see you guys -- if you see any sort of defrosting in the market a little bit? You said it’s a nice deal this quarter but clearly it’s still challenging. So how do you see that maybe playing out over ‘21? And then just on the NIC deal, clearly, seems like you are going to leave the business alone for at least the near-term. Can you just talk about some of the synergies maybe you see from a topline perspective at least as you look out over the next one year or two years maybe the one or two things that you think are maybe lower hanging fruit on that front? Thanks.

[Lynn Moore:]

Yeah. Thanks, Kirk. On your first question around budgets and activity level, as we said going -- we said at the last quarterly call, our anticipation was that COVID would continue into 2021. As you recall, most of our clients, their budget seasons are June 30, so they are in the midst of those budgets. When you look back at 2020 and some of the comments I made during the year, the pandemic actually it was impacting different parts of our business a little bit differently. We saw a little more impact in our ERP space, particularly at the mid and higher end, and a little bit more in the appraisal and tax base. We actually had a really good sales year last year at courts and justice when they talk about that a little bit later was actually a record sales year for them. But the number of RFPs and demos and all that slowed down really impacted certain parts of our business more. And it’s just anecdotal right now. We are now just one month into 2021, but in -- what we have seen a little bit, particularly on the ERP side, we don’t talk about awards and wins, but the awards in January and the contract values was something that’s certainly up over the last eight months and is a positive sign. We see things over and like in the appraisal and tax area where there are some fairly significant projects, some fairly large RFPs that really got put on the shelf in Q2 of last year. We are starting to see those starting to come out again, that doesn’t necessarily mean mini contracts, as you know, or immediate deals, but we are seeing some of that. There is still going to be headwinds in 2021, obviously, with the COVID relief that just passed, there is some uncertainty about what that’s going to mean. We are still seeing pushes and delays. But I think at your comment about defrosting, I kind of getting an early sense, but again it’s anecdotal right now. I think we will know a lot more obviously at the end of Q1 and as the vaccine rolls out and people start getting more comfortable, I think, we will start getting better clear site on that. On the NIC front, I just want to say a couple of things, I have mentioned in the opening remarks, a couple of times now about stockholder approval and regulatory approval. There are certain things I can say right now and certain things I can’t. I am going to air right now on the conservative side, because this is a big deal and I am so excited, and the last thing I want to do is overstep my bounds on this call with my excitement and do something to potentially jeopardize this transaction. I can tell you that we see a lot of revenue opportunities, lot of revenue opportunities for NIC and lot of revenue opportunities for Tyler. It’s going to take some time just like all of our acquisitions. As you know you followed us a long time where we are a good acquirer, we bring companies in, we take our time. Our first model is make sure we don’t break the great company that they have built. We are going to sit down with them and really map out sort of what those opportunities are and what’s the best timeline to achieve them, while also keeping their strong business intact. I can just tell you that when we look at those and we look at how are the complementary nature of our businesses and the ability to utilize some of their state-wide contracts and what they are doing in payments and what we can learn from them and what they might can learn from us. It’s pretty exciting. And I think, I really look forward to sharing a lot more detail as it goes on. But I am going to try to keep my comments at pretty high level at this point.

[Kirk Materne:]

Got it. Thanks, Lynn.

[Lynn Moore:]

Sure.

[Operator:]

Our next question will come from Keith Housum. He is with Northcoast Research. Please go ahead.

[Keith Housum:]

Yeah. Lynn congratulations on the acquisition. As you guys know I cover NIC and they are a quality company with some really good people there. So great job there. Just I completely respect the limits that you have on in terms of talking about the deal. But just to be clear though, you guys see this clear -- clearly from a revenue synergy standpoint as opposed to any type of significant cost cutting synergies, correct?

[Lynn Moore:]

Yeah. That’s absolutely correct, Keith. And I think that’s our history at Tyler is. We -- when we pursue an acquisition for strategic purposes and it’s not to go in quote create synergies through cost, it’s about how we are going to invest and grow that business and align it with ours. You have seen that throughout other Tyler acquisitions and it’s one of the things I am most proud of. And in fact I mentioned in Kirk’s response how C&J last year really had a record year in sales and a lot of that has to do with the fact of the acquisitions we have done over the years and how we have integrated them and opened up new markets and aligned them with our business and that’s exactly what we see with the NIC acquisition. It’s a great company, as you mentioned. It’s the company built on integrity. They have got a great management team, really strong management team as you would expect and we are just really excited about bringing them into the Tyler fold and getting to work together.

[Keith Housum:]

Great. Thanks. Maybe if I just turn it over to Tyler business in the fourth quarter, so clearly software licenses, I guess, no real surprise there, some delays are still continuing. Is there a point in 2021 or maybe even 2022 that we are actually going to see the release of some pent-up demand or is it the ability by the clients that sweat their assets where they probably won’t it would be more blood in. How can we kind of think about a recovery from COVID? I hope that as a return to a more normalized world toward the end of the year?

[Lynn Moore:]

Yeah. I think, obviously, it’s a little hard to nail down. As we said before on calls the demand didn’t go away. I mean, everything we do is we provide a central functionality essential services, it’s there. And what we have seen for example and what I have talked about in the past, I have mentioned that last year, maybe a little bit more difficult year on sales in our mid to upper level ERP space. That’s really just a more reflection of people being able to hang on with their systems for another year and sort of sweat it out and it’s my expectation that that pent-up demand will be released. It’s hard to predict exactly when. And again, what we have talked about over the last year is, we really lean back on our experience back during the great recession. Well, it’s not -- it’s really not apples to apples, there is a lot of similarities and what we saw there was sort of a depressed market for a couple of years, but then that market open up. And it’s sort of exploded and the fact that we were able to invest and improve our competitive position really put us in a great position to capitalize on that and that’s the way we feel about it now. We are just as optimistic about the future as I was coming into 2020.

[Keith Housum:]

Great. Thanks. Appreciate it. Good luck.

[Lynn Moore:]

Thanks.

[Operator:]

Our next question will come from Peter Heckmann. He is with D.A. Davidson. Please go ahead.

[Peter Heckmann:]

Hey. Good morning, gentlemen, and let me echo those congratulations. I have covered you guys since 2005 and I agree there is a very nice complementary fit here both culturally and from a business perspective and so I think it’s going to going to be a nice deal. I know you don’t want to talk too much about the details, but could you let us know, is there a go shop provision with the deal any type of termination fees involved? And then just back of the envelope, it looks like the deal might get you to around 2.5 times levered post-deal. Is that about the right ballpark?

[Lynn Moore:]

Yeah. Pete, and again, thanks for the comments on NIC. We couldn’t agree more on the cultural fit and I want to spend a second on that before I get to your other questions is, we have done a lot of acquisitions over the years and the one thing that we have learned and one thing we primarily look for is cultural alignment. Because in our experience acquisitions can -- they can look great on paper and they can look great in banker books and all that stuff that you see. But really it doesn’t matter if the cultures are aligned, it just doesn’t matter how good it looks on paper, they just ultimately won’t work out and that’s one of the things that’s so exciting about this. And as I have spent time with Harry, their CEO, and as we got to know their management team, just seeing their culture and seeing the way they approach the business and how it aligned with us and their vision. That’s just a very key point. As it relates to the agreement itself, I believe the agreement got filed or will be filed today. So as you talk about no shop provisions and termination fees, those are all fairly standard negotiated provisions that you will see in these sorts of public company deals. I would say, the terms of those in this agreement are somewhat typical. I will let you go look those up in the side on those. But, yeah, they are fairly typical and things that you would expect to see in a stock transaction. On the financing front, I am glad you raised that. We have talked about forever our strong balance sheet and you are right. When you look at a net debt to EBITDA ratio, we believe it’s going to be pretty manageable, maybe somewhere in the 3 times, the high 2s, low 3s, but somewhere around there will be pretty reasonable. The one thing I want to specifically emphasize as well, this is significant amount of debt and it’s something that we haven’t carried for a long time. It’s my goal and my anticipation as we move to more committed financing that we are going to maintain a lot of flexibility and we are going to -- our balance sheet is still going to look very strong. It’s one of the things I am committed to doing and putting this permanent financing together. I spoke to our Board about it two days ago. It’s really important that how we structure this debt allows us to continue to do the things that we have done so successfully for so many years and have been a big part of our success. Things like the flexibility to continue and invest in all of our R&D initiatives that continue to do acquisitions as they arise and opportunistic share repurchases. It’s my anticipation that we will still have that flexibility over the next several years as we work with the debt and I believe to be very manageable. So I appreciate that question.

[Peter Heckmann:]

Great. Great. That’s fair. And then just as a quick follow-up, in terms of the main buckets of government federal, state, your city and -- cities and towns, are you seeing one of those that, I would assume federal has maybe some less significant budget restrictions at this point. And so are you seeing a little bit better activity there like for a MicroPact or a Socrata then you would maybe at this level, just given the need for balanced budgets at the state level?

[Lynn Moore:]

Yeah. So it’s interesting, I’d actually -- throughout 2020 that was really more the case. There was probably a little more pressure on the state budgets than there was at the federal level and we saw that with our MicroPact and Socrata solutions. As we got into the fourth quarter and as actually state budgets have started to stabilize, we are actually starting to see the shift right now. And as we look into 2021, we see the state budgets actually starting to come back and opportunity starting to open up. And actually right now, at the federal level, it’s a little bit more cautious, I wouldn’t -- cautious maybe the wrong word, but it’s really has more to do with the change in administration. And so there will probably be a little bit of a pause there on deals. We saw there were some deals in Q4 once the election happened and you get a change in administration, you get change in organization, leadership and priorities. There is just a little bit of a pause. But I would expect as the year continues to roll out and particularly with some of the initiatives that we are seeing come out at a Congress that’s going to pick back up as the year goes on.

[Peter Heckmann:]

Great. I appreciate it.

[Operator:]

Our next question comes from Scott Berg with Needham & Company. Please go ahead.

[Scott Berg:]

Hi, Lynn and Brian. Congrats on the acquisition and thanks for taking my questions. I guess, kind of two here, Lynn, starting with the acquisition is, I haven’t covered NIC, obviously, looked at them from a far and this probably ends a 10-year rumor that you guys might ultimately quite hear them. But on their business at least from how I understand it a little bit, correct me if I am wrong. But some of their state and federal opportunities have a little bit more of a custom software kind of component to it, the pure pre-packaged software, which is predominantly what Tyler sells today. How do you deal with that going forward or is that kind of maybe a miss -- misconception in terms of what their products may look like to those larger customers?

[Lynn Moore:]

I’d say, Scott, and I think, that was probably more their business model when they started. It’s obviously there is still a part of that I think what they have been doing is they have been evolving their business to make it less custom and to make it more leverageable across their client base. You are also seeing what they have done the last several years where they have started to get some more vertical solutions. They have done a couple of small acquisition and starting to push those. I mean, I think, part of their overall growth plan absent Tyler, was to sort of continue to move in that direction and that’s the direction they are moving on and we would expect that to continue.

[Scott Berg:]

Got it. Helpful. And then, I guess, congratulations to Jeff for leading the new accelerated move to your cloud platform. But I guess, as we think about that movements at the end of 2023 is only roughly a three years weight to have all your apps to be cloud native or I guess cloud efficient is just kind of a two-part question there is. First, how do we think about margin structure and what the new platform looks like, now that you are getting more visibility around kind of time frames, etc., gross margin structure obviously on those customers? And then two, how do you migrate those customers. Is this something that you try to push relatively quickly to get some of your current subscription based customers to move over that or do you allow them to kind of naturally migrate there over a longer timeframe? Thanks.

[Lynn Moore:]

Yeah. Thanks, Scott. I think, it’s going to be a mix of a little bit of both and part of it is, as we think about going through a cloud transformation -- really the cloud transformation at Tyler. And as you know, that’s more than just getting your products into a certain state. It eventually really impacts the way not just how you develop products but how you deploy and support them. Part of that strategy, as you mentioned is, migrating our customers out of the Tyler systems and moving them over to AWS. The principal foundational piece of that though is, is making sure that our products as we move them over there that they operate in at least an efficient if not more efficient way than they are in the current Tyler cloud centers and that’s what we are operating on now. I think you will see over and we talk about over the next three years, that doesn’t mean all of them are all going to suddenly be magically there at December 31, 2023. It will be getting there in different stages along the way, some sooner than others. And I think as we go forward and we think about those plans, you will start to see us develop plans where perhaps new customers are all going into the AWS world. You will see certain areas where our products already are more cloud efficient or closer that we will become more aggressive with our existing customers and so it’s going to be a little bit of blend and a mix. And that’s also part of why we created this group. I mean, this group was created for a number of reasons. It’s very exciting. Jeff, as you mentioned he’s been here almost 30 years, he knows our business inside now. He is the perfect guy to oversee and coordinate and that’s really part of what this role is. It’s a Tyler-wide, company-wide coordination of all of these multiple streams that you are talking about. It’s not just getting our products there. It’s getting our plans on migration. It’s getting plans on getting out to Tyler datacenters. It’s improving our IT infrastructure and making information security standard discipline. It’s all the things it starting to build. How we are going to deploy and support and all of that and so it’s a comprehensive effort. And you will -- we will continue to talk more about it each quarter, each -- every three months, six months, and we will talk about the progress and as these plans evolve and they get a little more specific. But at a high level that’s where it is. And Brian, we have talked before on the margins as we move people into the cloud world. We expect significant margin improvement and significant revenue improvement both getting them on the subscription. But then also getting our products more cloud efficient will help margins getting to where we have fewer releases and they are deployed easier, it will help margins. Everything that’s all about the cloud transformation and that’s all going to help over the coming years.

[Scott Berg:]

Great. Congrats again. Thank you.

[Operator:]

Our next question will come from Charlie Strauzer with CJS Securities. Please go ahead.

[Charlie Strauzer:]

Hi. Good morning. Couple of quick questions for you. Lynn, you were talking about the balance sheet structure post the transaction and the type of debt you wanted to take on. Are you thinking more in terms of like a term loan or credit facility where you could use your strong free cash flow to quickly pay down the debt?

[Brian Miller:]

Hi, Charlie. This is Brian. We are actually considering a number of alternatives there. So we are not ready to quite specify one. But it’s clear that the way interest rates are, the way some of the specific debt markets are, it’s a very, very attractive time for a company with our profile with the transaction as financially compelling as this one to be looking to raise their debt. And so, we have got a lot of options, as Lynn said, maintaining flexibility and not limiting our ability to execute on other initiatives is key in that decision. But you will see more about that in the next few weeks from us.

[Charlie Strauzer:]

Excellent. Thanks. And then just looking at NIC’s performance in 2020, you clearly had some benefits from some new programs they have rolled out for COVID-related things. What -- how should we think about kind of the longer term growth aspects for the topline of that business? Clearly, there is kind of more low-single digits prior to 2020. But help us think about how we should think about that business going forward?

[Lynn Moore:]

Yeah. Charlie, I’d say two things. You are right. They definitely get a boost in 2020 on some specific COVID pandemic-related products and some initiatives around there. What I’d say to that is, that really shows their innovation and ingenuity and it shows their ability to spin up something quickly to meet the needs and to roll it out really quickly. And in my -- the way I view it is, while that was -- it’s something that was really tied to the pandemic, that’s something that is exciting to see that they can execute on that and to think that we can do things like that in other areas, particularly as we combine with some of the Tyler products. As you look at their overall revenue growth moving forward. I would say, my expectation is it would be more in line with Tyler’s and when you look over the last couple of years. You -- if you look at it sort of in isolation on our 10-K or something, it may look like their overall revenue growth may have been lower. Part of that was the fact that there was a significant contract that they inherited, it wasn’t when they originally sold with the State of Texas and when they lost that that was a significant headwind to year-over-year revenue growth. They have got a number of initiatives inside their business that will be growing at accelerated rates, just like we do at Tyler, some of these specific solution initiatives. I think you are going to see significant growth in their payments business. They -- as I mentioned on my opening remarks, they have recently won the contract with the State of Florida to not only provide state-wide payments across the State, but also it provides opportunities under that contract to do payments at the local level. So that’s kind of at a high level the way I see it right now.

[Brian Miller:]

And I’d also add that over the last decade their same-state revenue growth has been more than 8%, so over a long period of time. That’s been reasonably close to sort of what our organic growth rate has been. So they do have really solid foundation of consistent growth and more than 90% recurring revenues. So that will actually raise our mix in terms of recurring revenues on a combined basis.

[Charlie Strauzer:]

Great. Thank you very much. Congratulations.

[Operator:]

Our next question will come from Matt Vanvliet with BTIG. Please go ahead.

[Matt Vanvliet:]

Yeah. Thanks for taking my questions guys and congrats on the announcement. I guess, on the core business and maybe also how it relates to the acquisition. Curious on how much success in some of these larger deals especially the State of Texas extension. You feel like the Socrata data layer is enabling especially as everything kind of moves more digitally. I guess, how much are those conversations happening on a deal by deal basis? And then looking at NIC, how quickly do you think you can sort of integrate that and start pushing especially at the state layer where maybe greater visibility is even more paramount?

[Lynn Moore:]

Yeah. Thanks, Matt. On your first comment, you are right. Obviously, we -- the State of Texas contract was an extension of our previous relationship. We have done a lot of things there with the state to build in a lot of value to help our ability to recapture that contract and there is other upsides that come with that contract. One of the things that I have talked about over the last couple of quarters and it certainly haven’t heard, yeah, Socrata plays a role. It’s another value add that we do. But we all sort of seeing Socrata play a role in areas all across our company. And when we purchased Socrata, I guess, that was back in 2018, one of the things that we really liked about it is, not only do we believe that the future public sector is it will be have a focus around data and insights, but how it can really differentiate our products going forward. And I have talked about in public safety deals, we are starting to talk about it in our ERP deals. It’s making a big difference. It’s hard to quantify. But when we have that kind of functionality and that kind of insights and our competitors don’t, it’s just -- it’s a huge add and it’s something that’s a big differentiator. As it relates to quote integration of NIC, again, we are still vary in the early stages of that and we still have a lot of conversations to have with their management team. This deal, while it’s been sort of going on in the back works for, I think, I first reached out to Harry back in September and -- but things have been accelerating and we have talked a lot about the opportunities. But we have got a lot of work to do to get our teams, their teams together and start thinking about those things. Some of those are still going to be a little bit limited again because of regulatory restraints. But all I can tell you and continue to emphasize is, how excited I am, how excited our team is and I believe how excited their team is for the opportunities that we have that we can go out there and do together when we combine these two leadership roles.

[Matt Vanvliet:]

Great. And on the transaction side, continuing to see strong growth there, I’d say, I imagine that’s a fairly high demand factor for a lot of local governments now. But from a competitive front, are you seeing maybe non-traditional vendors in terms of this area of the market enter in as a lot more kind of digital payments or FinTech type companies are looking to reach further into other areas of the market. So curious what you are seeing from the trends there and maybe how much that influenced the exact timing of getting this transaction done?

[Lynn Moore:]

So, I would say that, there is a little bit of that. I think what we always want to differentiate even with this transaction base, just like I talked about in our core applications we differentiate with data and insights is the ability not just to do quote payment processing, but to be able to link those services with other offerings and things we do another and value adds. So that we really become more intertwined and tied with these government agencies. I mean, when -- you are right, when I look out to the future and I look to the future of the public sector market. I see the things like cloud and the provision of subscription-based essential functionality. It’s digital services. It’s transaction-based revenues. It’s data and insights. It’s our Connected Communities vision and it’s bringing all of that stuff together in a way that really nobody else can. And so, yeah, to your question, there is a little bit of that, but we want to make sure that we get in there and add all these extra values and services to our clients that nobody else can deliver.

[Matt Vanvliet:]

Great. Thank you. Congrats.

[Operator:]

Our next question will come from Jonathan Ho with William Blair. Please go ahead.

[Jonathan Ho:]

Good morning. I just wanted to maybe start out with, understanding, I guess, why is now sort of the right time for the EGOV acquisition given that you have known them for a little bit of time and how does that sort of, I guess, mesh with your M&A strategy like do we sort of see a slowdown in activity. I think you said you wanted to maintain flexibility, but when we think about digestion of something this large, how should we be sort of probably think about that?

[Lynn Moore:]

It’s a good question, Jonathan. And it’s funny, as you know, I have been with Tyler since 1998, EGOV or NIC went public a year later. Obviously, they have been in business for several years before that and literally, they have been on our radar since the day when they went public. We have had internal conversations about them over the years. I would say that part of it is we have been so focused on our mission of getting really all the essential functional areas across local government. As I have said before, we talked about this, we did the MicroPact acquisition even Socrata, its areas that we have always been interested in, but we just haven’t gotten there. I can’t tell you why I didn’t specifically pick up the phone and call Harry three years ago as opposed to this fall. But I can tell you that we spent a lot of time and a lot of work on it even before I made that call. And again we have had conversations for a long time and their business has grown and matured, our business has grown and matured and as we have grown and gotten more solutions and more opportunities and as they have grown and increased their footprint, we really see the balance. And when you look at things like the prior question on payments, this is a big strategic driver for us and it’s a big strategic driver for them and they have got a very significant payments business, we have got an emerging payments business and we see the opportunities there. So it’s just one of those things. But all I can say is we are very excited that we have made this deal that we have made today now. As you talk about our M&A strategy going forward, I would be surprised if this is the only acquisition we do this year. But this is also a big acquisition. It’s going to require a lot of focus on our management teams and this is something we need to get right. And so I could see at some point particularly after this deal closes as we go into the second half of the year that sort of like we were back in 2019 where we may take a little bit of deliberate pause. But as I mentioned, we are going to have the financial wherewithal to continue to capitalize on acquisition opportunities and we are going to continue to look like we always have and I continue -- I expect that will continue to be part of our roadmap going forward, as we continue to see strategic products are ways to increase our TAM or expand our offerings in areas where we already have a large footprint. So our overall strategy won’t change at all. Again, it will probably as we get to the second of the year, a little bit more like 2019.

[Jonathan Ho:]

Got it. And just as a quick follow-up, you talked about your competitive position strengthening throughout the downturn. Can you give us some concrete examples or some, I guess, greater detail in terms of what you are seeing in the competitive landscape and maybe where you are seeing some folks drop off?

[Lynn Moore:]

Yeah. So, I’d say, first of all, just initially it goes back to all of our investments and continue to invest in those. And what we have seen in the market is that some of our competitors are not making the investments that they may have historically done and we have seen a little bit of that. But when we see things like in our Incode Group, which is really the lower end of ERP it’s where our schools is, it’s where utility billing and things like that. That group right now are seeing record win rates. I mean, their win rates are approaching 90%, which is just off the chart and so we get really excited about when we think about the market returning. When we see things like I mentioned earlier on the call, our Courts & Justice Group. 2020 was actually the highest sales year for our Courts & Justice Division. Now, they are POC accounting, so it’s not all going to flow in right away. But you remember back in 2014, 2015 when that group had really high sales which is when California opened up. That’s a process of, I mean, not only our Odyssey continues to be strong, but all the investments we have made around there and the expanded products including acquisitions which was your question earlier and being able to sell all those products and have more functionality and be more competitive. We talk about the public safety. Public safety had another 1 million plus license deal this quarter. They are just on a roll. They had a very big win in Genesee County, Michigan against Motorola and CentralSquare. And again, that’s a result of our competitiveness, our ability to check more boxes on the RFPs, our ability to go up market. And again all these acquisitions that are differentiating these offerings, so those are few examples and we just like where we sit right now and we anxiously await for pre-pandemic market.

[Jonathan Ho:]

Congrats on the acquisition. Thank you.

[Lynn Moore:]

Thanks, Jon.

[Operator:]

Our next question will come from Rob Oliver with Baird. Please go ahead.

[Rob Oliver:]

Great. Thank you. Good morning, guys. Appreciate it. Lynn, I had one for you and then, Brian, a follow up for you. So, Lynn, I guess, a follow up on Scott Berg’s question earlier, just around the details on the SaaS migration. Very helpful color there. I did note in the quarter that conversions were up nicely. So can you talk a little bit about that how you are managing that go-to-market and obviously you guys since your pivot to a subscription-first mindset has really been predominantly landing with subscription, with new business. But it does seem like conversions are starting to kick up nicely there. So I was wondering if you could talk a little bit about that?

[Lynn Moore:]

Yeah. I think part of that conversion is also just the general market and as we said for a couple of years, the market was moving in this direction, certainly, COVID, I think is accelerating that. We are doing some things internally. It is a focus point for us. I think, one of our greatest opportunities is our existing customer base, whether it’s new products that go in there, whether it’s converting them to the SaaS model, continue to push in, inside sales continue to be one of our big growth drivers and so it’s a combination of a lot of things. But you are right, it’s a focus of ours and as we continue to get our products into a more cloud efficient state, it will become even more of a focus and even more pronounced. And it’s going to take some time, I mean, I don’t want to say this is all going to happen in the next few quarters, but it’s going to take some time, but it’s definitely the direction we are moving and it’s a significant opportunity.

[Rob Oliver:]

Okay. Great. That’s helpful. And then, Brian, on the deal that you guys announced this quarter that extension on the Texas Office of Court Admin. Maybe if you could provide some color on what is it within this contract that did not enable you to show that in bookings and backlog and what are the measuring points that we are going to look to see that start to roll into the numbers?

[Brian Miller:]

Yeah. It’s basically a form of a termination for convenience provision that’s in the contract both neither we nor the State of Texas expect those to be exercised. The state has made some very positive comments about the relationship they have had with Texas as we provided e-filing services for the last few years and made enhancements and so we won that renewal in a very competitive process and with some enhancements to it. It also has I believe five one-year extensions on the end of the -- this five one-year opportunities to extend it. But because there are some termination for convenience provisions that we wouldn’t expect to be exercised. From an accounting perspective, they prevent us from being able to put the full amount in backlog like we normally would with a fixed fee e-filing arrangement. So, I think, there is only, less than $5 million of that contract will go into backlog sort of each quarter. So doesn’t affect revenues but it clearly affects the OpEx. We have talked over a long time about the lumpiness of some of the bookings. But this one -- was one that just didn’t quite fit with the accounting provisions. But it’s a great extension, a great testament to the work we have done with Texas over the last few years. It’s clearly our biggest e-filing arrangement and getting that extension is a major win for us.

[Rob Oliver:]

Great. Thanks, Brian. Thanks, Lynn.

[Lynn Moore:]

Thank you.

[Operator:]

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

[Lynn Moore:]

Thanks. Thanks everybody for joining us today. We hope you continue to stay safe and healthy, and if you have any further questions, please feel free to reach out to me or Brian Miller. Thanks again.

[Operator:]

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.