Hello and welcome to today's Tyler Technologies Fourth Quarter and Fiscal Year 2011 Conference Call. Your host for today's call is John Marr, President and CEO of Tyler Technologies. [Operator Instructions] As a reminder, this conference is being recorded today, February 23, 2012. I would like to turn the call over to Mr. Marr. Please go ahead, sir.

Thank you, Lori. And welcome to our fourth quarter 2011 earning's call. With me on the call today is Brian Miller, our Chief Financial Officer. First, I'd like for Brian to give the Safe Harbor statement then I'll have some preliminary comments and Brian will give a review the details of our operating results. Then I'll have some final comments and we'll take your questions. Brian?

Thanks, John. During the course of this conference call, management may make statements that provide information other than historical information. It 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 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. John?

This quarter marks our 43rd consecutively profitable quarter. By many measures, it was our best quarter ever as we reached new quarterly highs in revenues, gross margins and backlog. Our fourth quarter financial performance built upon a trend of improving financial results that began in the second quarter this year as the marketplace began to show signs of modest improvement. Total revenues for the quarter were a record high $82.1 million, driven by continued strong growth in recurring revenues from subscriptions and maintenance. In addition, our software license revenue grew by 16% over the same period in 2010, which is the first quarter of growth for software license revenues since the fourth quarter of 2009. Also our gross margin percentage improved by 250 basis points compared to the same period last year to 47.5%, bolstered by continued strong growth in our recurring revenues of subscriptions and maintenance. Tyler announced a number of significant contracts during the fourth quarter. We signed a contract with the State of Maryland for our Odyssey Court Management System as the single, integrated environment for management and reporting court information statewide. The contract was the second statewide Odyssey deal of the year following the contract with the State of Oregon in the second quarter. The Maryland contract is valued at approximately $45 million, which includes software license fees, professional services and a multi-year maintenance agreement. And it is the largest software contract in the company's history. The implementation includes a broad range of Odyssey modules including case manager, enterprise content management, financial management and e-filing. Other significant contracts from Munis ERP solution included the Pasco County School District in Florida, which totaled a value of almost $8 million, our largest ERP contract of the year. A $3.4 million contract with the Guam Department of Education and…

Thanks, John. Yesterday, Tyler Technologies reported its results for the fourth quarter ended December 31st, 2011. You've seen the press release, I'm going to comment on some of the key factors in the quarter then move on to John's comments on the current quarter and our outlook for 2012. Revenues for the fourth quarter were $82.1 million, a new quarterly high, up 13.3% compared to $72.4 million for the fourth quarter of 2010. Organic revenue growth was 9.7% this quarter led by increases on our recurring revenues for maintenance and subscriptions as well as growth in our software license revenue for the first time since the fourth quarter of 2009. Our acquisition of Windsor Management Group in October accounted for revenues of $2.6 million in the fourth quarter or 3.6 percentage points of the growth. Software license revenues grew 16.1% from last year's fourth quarter and were the highest since the fourth quarter of 2009. Organic growth in licenses was 9.9%. And Windsor added 6.2% of growth in licenses. Subscriptions continue to be our fastest-growing revenue line and grew 43.6%, virtually all organic. In the fourth quarter, we added 9 new subscription-based arrangements and converted 12 existing installed clients compared to a total of 11 new arrangements and 16 conversions in the fourth quarter of 2010. The subscription lines also includes a growing revenue stream from transaction-based revenues such as e-filing in the courts and online payments. In the fourth quarter, these revenues totaled $2 million up from $1.3 million in the fourth quarter of last year. Software services revenues increased by 7.2% of which 4.5% was organic and 2.7% resulted from the Windsor acquisition. Organic growth was primarily driven by increased contract signings during the year. Maintenance revenue growth was 13.5% of which 8.6% was from organic growth due…

Thank you, Brian. Our results for the quarter reflect a continued modest improvement in the marketplace and the stability and steady growth of our recurring revenues, which were approximately 58% of total revenues, as well as our ability to continue to improve our gross margins and to make, what we believe are well timed investments in our existing and future products to maintain and enhance our competitive position in the marketplace. The market conditions in the second half of the year generally improved at least modestly as we started to see opportunities that have been in the pipeline for some time to start make decisions. It's our view that these needs that are all essential are beginning to reach a point that need to be addressed. During the weaker period in the last 2 or 3 years, we've made significant investments in our products and in our view, and as a result of our market share, indicate that we have made significant improvements competitively. Our backlog grew year-over-year for the seventh straight quarter and is at the highest level in our history. With the new business markets slowly improving, the story is very positive with respect to our recurring revenue. We continue to add clients in our SaaS and hosted offerings, including those that are new to Tyler and existing clients who convert to a hosted solution from an in-house Tyler solution. We are also continuing to build revenues from our transaction-based revenue models, including e-filing with our Odyssey File and Serve Solution for courts. We are providing the solution to clients in many cases under our model in which we share in the filing fees collected by the courts. This model enables courts to implement e-filing and realize the efficiencies of eliminating paper from the system with very little…

[Operator instructions] And our first question is from Nathan Schneiderman of Roth Capital.

I was just hoping to get to some clarification. On the backlog and bookings, what would growth rates have looked like without the Maryland Courts contribution there?

The Maryland contract in backlog added a little -- there's a little less than $30 million related to that contract in the backlog number at year-end. So, it's about -- a little less than 10% of the total backlog. The contract amounted to about $45 million. And it includes a multi-year maintenance agreement, which is technically renewable after each year even though the full maintenance agreement is in the contract. So, we have not included all the maintenance in the backlog numbers, so it's about 10% of the backlog.

I would say it's something less than -- probably something less than 2% of revenues in the year.

Right. I guess, maybe if you could just comment. It looks like without the courts, the Maryland Courts deal, the bookings would have been down year-over-year. Is that the right way to look at or just how do you think of the way the business transpired during the quarter apart from this particular large deal?

Well, the deal did happen.

Right. I mean, it was great but I was just curious about the rest of your business and...

Yes. But I appreciate -- it obviously is a very substantial deal but obviously at any point in time, if you take the biggest deal of a quarter or year out, it changes things. So, it's a significant deal but it did happen. I guess my observation would be this. We did have 2 very big deals in the year, Maryland and Oregon. And we actually had pretty good sized deals on our other areas. $8 million deal in ERP is a significant deal. So, we're happy that we're getting some traction in kind of a tier one decisions, which has been an objective of ours for some time and we're starting to see that more regularly. And in the case of courts, I think we are a leader in that particular tier. So, that's encouraging. But I think if the question is just what does the broader market look like? It's improved. We've been cautious about that. It started probably in the summer, late in the second quarter and continued through the second half of the year. So, bookings and awards in the second half of the year were strong. I would not attribute that to an awful lot of new business entering the marketplace. We do track this pretty closely in the new business rate. And so, people initiating decision processes is somewhat consistent with where it's been the last 3 years in the environment we've been operating in. What we have seen is that that pipe has become heavier and heavier and we've talked about this on each call and talked about processes becoming longer. They've added due diligence steps in that ROI steps and just been very cautious in this environment that some of those processes have finally reached the end, albeit a longer process and…

Just one real quick one on Microsoft and then I'll drop off. It seems like your expectations are very, very modest for revenue contribution for 2012. I was just curious about just why do you think it's going to be at such low level given that products are already been out for a while? And is it happening at a slower pace than you originally thought and if so, what are the dynamics that are causing that?

It really isn't. I think people have felt we've been conservative or cautious on our guidance on this, and I need to reinforce that we've been telling the marketplace all along and what we really believe will happen. And I do believe it's playing out consistently with that. Obviously, Microsoft has a huge presence around the world in software and is a powerful player. A lot of those things are what attracted us to this relationship. But the reality of this market remains, and that is that there are long decision processes that really can't be avoided. So, with the release of a product in August or September and at least 6-month sale cycle -- it's very often 9-month, 12-month, 15-month sale cycles. It's going to take some time before you see significant business happening on a regular basis. It has always been our expectation. It's always been our message and that is in fact what's happening. Now, I'm sure there were some people that maybe think things would happen more quickly and certainly would be happy to see deals come in through a different decision process. And I'm sure there'll be some of that but I don't think it'll be that significant. So, consequently, certainly in the early quarters of this year, we've put light revenues in there. And we really believe that's what's appropriate. Maybe we get surprised on the upside and maybe even if it's a little bit below that. It's not that significant in the overall plan. So, I think overall, it doesn't have a major effect on the current year. I will say we're not going to get into naming all their clients and numbers, that's their business, their channel. And other than what they comment on publicly, we probably shouldn't do that. But I know people are anxious to know what the reception is. And the presentations, the demonstrations go well. The product shows well. It's deep. It has the functionality. It's passing the test and we expect it to do well competitively. And there is business. There certainly are a number of new names that are signing up through their channel. Again, I don't think I should get more specific other than when they do. But certainly, you know what, this is not a 0. There are a number of new accounts signing up that are entering the implementation process in there, across a number of different countries. So, that is consistent with our expectation. It's not a lot of dollars, but it's certainly encouraging that it's being well received by the marketplace. We're starting to see new business and we'd expect that to build as we get toward the later part of the year.

Our next question is from Tim Quillin of Stephens.

In terms of your expectations for a relatively backend-loaded year and at least in terms of EPS. Can you talk about the rationale for that?

Go ahead, Brian.

Well, part of it has to do, on the EPS side, with the R&D expenditure and the timing of the reimbursement from Microsoft. So this year, we have about $1 million left in reimbursement. And we expect all that to come in the third quarter. So, that's part of the reason. We do expect the revenues to grow throughout the year and to the extent that we do have Microsoft Dynamics revenues built into the plan. We'd expect those to be backend-loaded as well. So, some of that has to do with the timing of the ramp-up of some of the new contracts like the large courts and justice contracts, the timing of things that are in our backlog, expected continued improvement of the market and some of the expense items like the R&D.

And Brian, is it more on the EPS side or is the revenue going to have the same type of backend loading?

The revenues aren't as dramatically backend-loaded as the earnings side. But we do expect the revenues to be more heavily loaded towards the second half of the year.

Okay. And is the gross R&D expense of about $4.8 million that you saw in 4Q, is that a good run rate to think about throughout 2012, or will it trend a little bit higher than that?

No. I think the resources we have devoted to R&D are pretty much at the level we expect them to be this year. So, I'd say in that high $4 million to around $5 million a quarter is an appropriate range for our gross R&D this year.

Okay and then on the SaaS business. You've been able to leverage your investments real well over the course of 2011. Is there any additional headcount or resources you need to devote there in 2012?

There's a couple heads but it's not a big number. I mean, it does grow steadily as that business expands but certainly, there's a lot of leverage in that model. So, there are maybe 2 or 3 heads in the year in the facility.

Okay, great. And then finally -- and Brian, you alluded to this but how should we think about the timing of the Oregon and Maryland deals and type, and sort of the buckets of revenue that we should see especially in 2012?

As we have said when we announced the contract, they are multi-year implementations. They run 5 to 6 years, their percentage of completion accounting. So, the licenses are recognized as the professional services are provided. Oregon started activity in the second half of 2011 and we'll be ramping up through 2012. Maryland is really just now getting started. And they're not all incremental revenue. So, they're replacing -- to some extent they're replacing other projects that are finishing up, other Odyssey implementations in large counties and other states that we've had going. So, while we expect courts and justice revenues to grow this year, it's somewhat in line with our overall growth. So, we think it'll be a steady ramp-up but not a dramatic increase in the level that we're at now.

The next question is from Jonathan Ho of William Blair.

The first question for me is on sort of your thoughts around software license revenue growth for 2012. I know that it picked up in the fourth quarter and signs seem to be improving. But what is your outlook at this point just given the change in mix?

Yes. I think what we saw in the fourth quarter is sustainable but that level is probably a better baseline now than the lower level we've experienced the last couple of years and marginal growth from that level would be pretty consistent with the plan.

Got it. And then can you talk a little bit about the competitive environment and potentially your win rate. And you've talked a little bit about the investments that you guys have made and potentially some improvements there. But I just want to get a sense of what you're seeing on a relative win-rate position?

Yes. We're careful about how granular we get publicly on that because we do invest a lot in bails [ph] option in understanding that marketplace, don't need to do that work for our competitors. But there isn't any question that our experience in the marketplace, certainly the last 6 months of 2011 and into this year is measurably better than what it was the previous 18 months. And that would be really across the board. The courts had a couple of losses from the period to year to 2.5 years ago. They certainly were our leader but lost a few deals that we would like to have won. And I don't feel we've lost a meaningful deal in the last year or so. And that's reflective of investments we've made in the product and the reference ability of our clients. The same is true for both of our leading financial systems, the Version 10 Incode System and the Munis System that we've made good investments directed at competitive situations in the marketplace where we thought we could improve. And the results support that we've made that move. So, I really look at the last few years as an environment where you simply weren't able to have the level of growth that you might like or that would have been consistent with our historical performance. But we did okay. But the real benefit has been if our long term objective is to be a clear leader in this space, then I think we've made more progress toward that recently than maybe is reflected financially.

[Operator instructions] Our next question is from Raghavan Sarathy of Dougherty & Company.

My first question is about the guidance. So, you are guiding for a strong revenue growth for the year, but it appears that there isn't going to be much in the way of margin expansion to see [ph] it. I understand that Microsoft is going to have some impact on your margin, maybe 60, 70 basis points. But I was wondering if you could help us understand some of the puts and takes impacting the margin expansion this year.

Well, we have a couple of headwinds and Microsoft, as you mentioned, is one of those. So with the reimbursement going away, roughly $2.5 million less reimbursement in 2012 than we had in 2011. Effectively, we have the Microsoft revenues in the plan or some amount of those in the plan with effectively no margin because we're starting with the increased cost on them. It's probably maybe a little bit north of what you said. So maybe close to somewhere between 75 and 100 basis points. Maybe closer to 100 basis points of margin that we sort of start out with a headwind on. There's also a fairly significant expected decline in our appraisal services margin. We expect the revenues to be relatively flattish on our appraisal services business. But the mix of the project is changing a bit. We've enjoyed rather high margins in the last couple of years on appraisal services, kind of above our historic levels. And I think our margin in 2011 on appraisal services was over 37%. We expect that the 2012 revenues will be at our more normal levels for that business of the low 30s -- more on the 31-ish, 32% range. So that might be a 40, 50 basis point on a blended margin hit for us. And then with some revenues from the Windsor acquisition, a little bit of pressure there because of the -- at least on the operating side, it's generating nice cash flow but we do have on a GAAP basis that depreciation and amortization, the amortization related to the acquisition intangibles. And so that puts a little bit of pressure on margins as well. So, those are a bit of the headwinds. And again, depending on if you look at where we thought if we thought the low end of the revenue range but the high end of the EPS range, then you obviously get a better margin. And that if we're at the other sides of those, there's a little bit more difficulty in getting the normal growth there.

Okay. And then I noticed that services revenues declined sequentially. Is there a particular reason for it or simply a lag in license revenue and it should picked up given you'd be working on the 2 larger deals this year?

Well, it lags is a little bit behind license revenues. And certainly we saw the decline come a little bit after that. The other thing on the services side in the fourth quarter, I think last year we saw a decline from Q3 to Q4 as well. It's relatively modest. It went down about $400,000 this year. Last year, the services decline was around $700,000. And most of that from Q3 to Q4 is seasonal, related to the holidays between Thanksgiving and Christmas to the end of the year. There's a little less billable time because of our people as well as clients taking time off for the holidays.

Okay, just 2 final questions. How does the pipeline look for the court and justice? You did close 2 large statewide deals last year. That was a pleasant surprise. Can you talk about the pipeline for courts and justice? And then one for Brian, how much license revenue do you expect to recognize on backlog?

The pipeline is healthy. It's fine. There aren't going to be sudden expectation that there'll be a lot of Maryland, but there certainly are some statewide deals out there. It'll be hard to predict the timing of those. But there are other processes for states to look at statewide implementations. And there certainly are number of new business opportunities with significant counties. There's also an opportunity with our broader base of products including e-filing to continue to sell add-on products into our growing base. So, we're comfortable that they'll continue to bring in new business as they work through the backlog.

In terms of the timing of the backlog, we don't break out the licenses and services. But combined of the year-end backlog, we expect about $81 million of licenses and services that are currently in -- at year-end backlog to be recognized in 2012 revenues. But we don't split that out between licenses and service component.

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

Okay. Well, thank you, Lori. And thank all of you for joining us on our earnings call today. If there are any further questions, please feel free to call Brian or me. Have a great day.