Tyler Technologies Q4 2022 Earnings Call Transcript

Participants

Corporate Executives

• Hala Elsherbini, Senior Director of Investor Relations
• Lynn Moore, President & Chief Executive Officer
• Brian Miller, Chief Financial Officer

Analysts

• Sami Badri, Credit Suisse Group AG
• Rob Oliver, Robert W. Baird
• Matthew VanVliet, BTIG Research
• Pete Heckmann, D.A. Davidson
• Alex Zukin, Wolfe Research
• Gabriela Borges, The Goldman Sachs Group, Inc.
• Saket Kalia, Barclays PLC
• Jonathan Ho, William Blair
• Unidentified Participant
• Terry Tillman, Truist Securities
• Joshua Reilly, Needham & Company LLC
• David Unger, Wells Fargo & Company
• Keith Housum, Northcoast Research

Presentation

[Operator]

Hello and welcome to today's Tyler Technologies Fourth Quarter 2022 Conference Call. Your host for today's call is Lynn Moore, President and CEO of Tyler Technologies. [Operator Instructions] As a reminder, this conference is being recorded today, February 16, 2023.

I would like to turn the call over to Hala Elsherbini, Tyler's Senior Director of Investor Relations. Please go ahead.

[Hala Elsherbini, Senior Director of Investor Relations at Tyler Technologies]

Thank you, Emma, and welcome to our call. With me today is Lynn Moore, our President and Chief Executive Officer; and Brian Miller, our Chief Financial Officer. After I give the Safe Harbor statement, Lynn will have some initial comments on our quarter, and then Brian will review the details of our results and provide our annual guidance. Lynn will end with some additional comments, and then we'll take your questions.

During this 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 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. Also, 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 Financials tab, schedules with supplemental information provided on this call, including information about quarterly bookings, backlog and recurring revenues.

On the Events and Presentations tab, we posted an earnings summary slide deck to supplement our prepared remarks. 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, President & Chief Executive Officer at Tyler Technologies]

Thanks, Hala. Our fourth quarter results marked a solid finish to an eventful year as public sector demand remains strong and SaaS adoption continues at an accelerated pace.

Total revenues grew 4.3%, with organic growth, excluding COVID-related revenues, of approximately 6%, inorganic revenue growth for the full year was solid at approximately 8.2%. Recurring revenues comprised nearly 83% of our quarterly revenues. On an organic basis, subscription revenue grew 14.3%, reflecting both our accelerating shift to the cloud and growth in transaction-based revenues. Most importantly, SaaS revenues, included in subscriptions, grew 19.3%. We achieved solid revenue growth even as the shift in new software contract mix continue to accelerate to SaaS from licenses.

In Q4, 86% of our new software contract value was SaaS compared to 77% in Q4 last year. In our Digital Solutions division, which is formerly known as NIC, we continue to execute on cross-selling opportunities. And in Q4, we signed a significant new contract with the Kansas Department of Revenue to provide our Data and Insights Assessment Connect solution, which will work with our enterprise assessment solution used state-wide in Kansas. We also signed sell-through deals for our recreation dynamic solution with the Utah Division of Outdoor Recreation and the Mississippi Department of Wildlife, Fisheries and Parks. Our Digital Solutions division also signed notable SaaS software agreements with the State of Nevada and the Alabama Alcohol Beverage Control Board. We also signed a payments processing contract with the Wisconsin Department of Motor Vehicles, which is our first payments opportunity in Wisconsin.

Finally, our Digital Solutions division won a competitive rebid for our master enterprise contract with the state of Colorado's state-wide Internet Portal Authority Board as well as an extension of our master enterprise contract with the State of Oklahoma. In other Tyler divisions, we signed 7 additional significant SaaS deals, each for different product suites and each with a total contract value greater than $2 million. Those include contracts with the Cypress Fairbanks Independent School District in Texas for our student transportation solution; the cities of Prosper, Texas and Glendora, California for our enterprise ERP and enterprise permitting and licensing solutions; the Placer County Water Agency in California and the City of Helena, Montana, for our enterprise ERP solution; the City of Albuquerque, New Mexico for our enterprise permitting and licensing solution; and Lucas County, Ohio, for our Enterprise Justice solution.

In addition to those deals, we signed 12 SaaS deals in the quarter with contract values between $1 million and $2 million each. In the fourth quarter, we signed 153 new payments deals worth more than $4.7 million in estimated annual recurring revenue across Tyler divisions other than Digital Solutions. The largest of those was an agreement to provide payment processing for the City of Milwaukee, Wisconsin, with estimated annual revenues of more than $1.2 million.

For the full year 2022, we signed 571 new payments deals worth more than $13 million in annual recurring revenue, many of which we were able to pursue because of the new capabilities that came to us with NIC. More than 80% of those were sold to existing Tyler software clients. New payments only agreements typically have a lag of 3 to 6 months between signing and revenue generation. While payments agreements that are embedded in a broader solution, such as a new ERP sale, may have a period of 6 to 18 months from signing to revenue generation.

In our Justice Group, we signed two notable multi-suite license deals in the quarter for our enterprise public safety, Enforcement Mobile and Data Insight solutions with [indecipherable] County, Minnesota and Richland County, Ohio. We also signed two significant license contracts for our Enterprise Justice solution with Midland County, Texas and Kankakee County, Illinois, which also include our Enterprise Solution -- Supervision Solution.

Now, I'd like for Brian to provide more detail on the results for the quarter and our annual guidance for '23.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Thank you, Lynn.

Yesterday, Tyler Technologies reported its results for the fourth quarter ended December 31, 2022. Both GAAP and non-GAAP revenues for the quarter were $452.2 million, up 4.3% and 4.2%, respectively. Organic revenue growth, excluding COVID-related revenues, was 6% on a GAAP basis and 5.8% on a non-GAAP basis. COVID-related revenues for the quarter were $3.5 million compared to $16.6 million in last year's fourth quarter. Revenues from all of our COVID-related initiatives have now officially ended. License revenue declined over 60% as our new software contract mix continued to shift to SaaS at an accelerated pace.

Professional services revenue rose 2.8% and 8.5% organically, and we intend to continue to grow our implementation teams in 2023 to support delivery of our growing backlog and pipeline, but we'll likely continue to see some pressure on professional services revenue in the near term as these teams ramp up to become fully billable. Subscriptions revenues increased 11.9% and organically rose 14.3%. We added 140 new SaaS arrangements and converted 82 existing on-premises clients to SaaS, with a total contract value of approximately $99 million.

In Q4 of last year, we added 135 new SaaS arrangements and had 71 on-premises conversions, with a total contract value of approximately $74 million. Our software subscription bookings in the fourth quarter added $21.4 million in new ARR. Subscription contract value comprised approximately 86% of the total new software contract value signed this quarter compared to 77% in Q4 of last year. The value weighted average term of new SaaS contracts this year -- this quarter was 3.9 years, consistent with last year. Transaction-based revenues, which includes state enterprise portal, payment processing and e-filing revenues and are included in subscriptions, were $146.5 million, up 6.9%. E-filing revenue reached a new high of $19.8 million, up 12.7%. Our non-GAAP ARR was approximately $150 billion -- I'm sorry, $1.50 billion, up 7.5%.

Non-GAAP ARR for SaaS software arrangements was $440.6 million, up 18.5%. Transaction-based ARR was $8.2 million, up 6.9% and non-GAAP maintenance ARR was slightly down at $469.1 million due to the continued shift of new clients and migration of on-premises clients to the cloud. Operating margins in the quarter were pressured by the acceleration of the shift to the cloud in new business and the related decline in license revenues as well as by an increase in R&D expense as certain development costs that we had expected to capitalize were expensed.

Our backlog at the end of the quarter was a new high of $1.89 billion, up 5.2%. Bookings in the quarter were approximately $464 million, which was flat with last year. On an organic basis, bookings were approximately $354 million, up 2%. For the trailing 12 months, bookings were approximately $1.9 billion, up 9.5%. And on an organic basis, were approximately $1.4 billion, up 1.6%. Capital expenditures for the year totaled $50.1 million below our Q3 guidance of $58 million to $62 million, primarily because of the reduction in capitalized software development that drove higher R&D expense. Cash flows from operations were $121.9 million, up 6% and free cash flow was $114.7 million, up 20.6%, both represented a new high for the fourth quarter.

We continue to strengthen our already solid balance sheet throughout 2022. During the fourth quarter, we repaid $90 million of our term debt. And since completing the NIC acquisition, we have paid down $755 million of debt. We ended the year with outstanding debt of $995 million and cash and investments of approximately $229 million. As a reminder, $600 million of our debt is in the form of convertible debt with a fixed interest rate of 0.25%. The remaining $395 million is in prepayable term debt due in 2024 and 2026, with interested floating rate based on LIBOR plus a margin of 125 or 150 basis points.

Our exposure to floating rates is limited. Beginning in February 2023, SOFR has replaced LIBOR as our reference rate. We also have an undrawn $500 million revolver. Our net leverage at quarter end was approximately 1.64x trailing 12-month EBITDA. We've also issued our initial guidance for 2023. Please keep in mind that our outlook for 2023 includes no COVID-related revenues as those initiatives were completed in the fourth quarter.

For the year 2022, COVID-related revenues totaled $51 million with $10.8 million in subscriptions and $40.2 million in professional services. In addition, another revenue headwind that is factored into our guidance is the shift of two of our digital solutions state enterprise agreements from the gross to the net model for payments, resulting in a $10.5 million reduction of revenues, although with a positive impact on margins.

Our 2023 guidance is as follows. We expect both GAAP and non-GAAP total revenues will be between $1.935 billion and $1.970 billion. The midpoint of our guidance implies organic growth of approximately 8%. To add more color to our revenue expectations, we expect growth by revenue line to be in the following approximate ranges. Subscription revenues will grow in the mid-teens. Professional services revenues will decline in the high single digits, but excluding COVID revenues will grow in the high single digits. License and royalty revenues will decline approximately 30% or more.

Maintenance will decline in the low single digits; appraisal services will grow in the high single digits; and hardware and other revenue will be relatively flat. We expect GAAP diluted EPS will be between $4.10 and $4.25 and may vary significantly due to the impact of stock option activity on the GAAP effective tax rate. We expect non-GAAP diluted EPS will be between $7.50 and $7.65. While we don't give quarterly guidance, we do expect first quarter EPS to be in the range of Q4 2022 EPS and with a significant sequential increase in Q2.

Interest expense is expected to be approximately $26 million, including approximately $5 million of noncash amortization of debt discounts and issuance costs. Other details of our guidance are included in our earnings release. And finally, while we don't give specifically guidance on free cash flow, we want to point out a change in taxes that we expect will have a significant impact on our cash taxes and, therefore, our free cash flow.

The Tax Cut and Jobs Act required that starting in 2022, research and experimentation expenditures, known as Section 174 costs, are required to be capitalized and amortized over either 5 years for expenditures in the U.S. or 15 years for those incurred outside the U.S. for tax purposes. Since the enactment of the TCJA, businesses, including us, have been monitoring congressional actions around this rule, and there was a strong expectation that Section 174 would be repealed or delayed. However, Congress has not yet taken action. While the Section 174 change has a slight favorable impact on our tax rate, it significantly accelerates the timing and amount of our cash tax payments.

Now, I'd like to turn the call back over to Lynn.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Thanks, Brian. During 2022, we achieved notable milestones towards several key strategic initiatives. We've made meaningful progress on our cloud journey through continued investment in cloud optimization and moving to cloud-only deployment for many of our core solutions. Our intentional innovation is based on knowing our clients and anticipating their future needs.

As you recall, in 2019, we launched a strategic shift from a cloud-agnostic model to a cloud-first model to deliver secure, scalable, dependable and compliant digital infrastructure. We're pleased to see the accelerated pace of cloud adoption amongst our new clients as well as a steady increasing pace of cloud migrations of on-premises clients. Additionally, we integrated our Tyler and NIC payments teams and launched a significant go-to-market strategy for payments with a growing and active pipeline. During the year, we added 571 new payments clients with the vast majority at the local level. We leveraged our strong relationships across state and local agencies, including the NIC state enterprise contracts to expand our cross-sell opportunities with significant multi-solution deals that demonstrate the power of our One Tyler approach.

We're still in the early stages of cross-sell, and it's exciting to see tremendous momentum and collaboration taking place. Since completing the acquisition of NIC, synergies between NIC and Tyler have delivered 19 cross-sell transactions worth $9.5 million in total contract value. Overall, the year was highlighted by significant wins, highly successful upsell efforts and state renewals and expansions.

Throughout the year, we also demonstrated a balanced yet opportunistic approach across our business and with respect to capital allocation. We maintain a strategic lens toward acquisitions and closed 3 transactions that bring innovative and robust offerings to elevate our digital solutions payments business, broaden our integrated solutions and add new technology. All three acquisitions, [indecipherable] US Direct and Rapid Financial Solutions, support a unified client experience and further our Connected Communities vision to support thriving communities through a common digital foundation for better data access, engagement and transparency.

As we move into 2023, I've never been more confident about Tyler's long-term prospects. This is an important year in our cloud transition, and we are tracking well with our cloud optimization product development efforts and the planned exit from our proprietary data centers in 2024 and 2025. We expect to reach an inflection point in our cloud transition in 2023 with a significant decline in license revenues that are being replaced by valuable long-term recurring SaaS revenue.

As a result of the short-term revenue headwinds from this mix shift, together with bubble costs related to the SaaS transition, including duplicate costs of operating our proprietary data centers while moving our hosting to AWS, operating margins are expected to trough this year. The estimated impact of bubble costs on our 2023 non-GAAP operating margin is approximately 130 basis points. We are committed to returning to a trajectory of consistent operating margin expansion beginning in 2024.

In fact, you'll see in our upcoming proxy statement that we have added operating margin expansion as a second metric for our long-term incentive plans for our senior leadership. Our move to Cloud First builds long-term value and supports multiple long-term growth drivers. In the midterm, over the next 5 to 7 years, we've talked about annual organic revenue growth in the 8% to 10% range with consistent long-term margin expansion of at least 50 to 100 basis points a year beginning in 2024, excluding the impact of merchant fees from payments expansion.

We continue to refine our Tyler 2030 plan and look forward to sharing our longer-term vision and clearly defined targets for revenue, margin and payments growth during an Investor Day plan for midyear. Look for more details on that soon. When we look at our operating margins, it's also important to consider the impact that growth in our payments business has on margins. We recognize revenues for payment processing under multiple revenue models.

A gross model for agreements where we are responsible for merchant fees on the transactions, a net model where the client assumes direct responsibility for merchant fees and a revenue-sharing model similar to the net model where we are effectively reselling a third-party processor services. The majority of NIC's payment processing is under the gross model. And in 2022, we paid total merchant fees of approximately $145 million, with a small margin earned on those fees.

If those same contracts were on a net basis, our consolidated non-GAAP operating margin would have been approximately 200 basis points higher. Our operational and financial discipline, coupled with a strong balance sheet and ample liquidity, allow us to aggressively manage our debt profile and moderate the impact of rising interest rates and delevering continues to be a priority for capital allocation. While the bar is high for acquisitions, we continue to have the flexibility to evaluate M&A prospects that present compelling strategic growth opportunities.

To close, I'm proud of our team -- Tyler team, and what we continue to accomplish every day, even amid macroeconomic uncertainty. As you've seen in our press releases, we received many industry and regional accolades, which is a testament to our work ethic, our culture and our tireless efforts to support our clients' needs. We also received gratifying recognition for our environmental, social and governance practices, being named to the Dow Jones Sustainability Index North America for the second consecutive year. The DJSI cited our notable gains in IT security, risk analysis, privacy protection and human capital development. In addition, we were recently named to Newsweek's list of America's Greatest Workplaces for Diversity. We are proud of these recognitions and remain committed to sustainable business practices.

With that, we'd like to open up the line for Q&A.

Questions and Answers

[Operator]

[Operator Instructions] Your first question comes from the line of Sami Badri with Credit Suisse.

[Sami Badri, Analyst at Credit Suisse Group]

I had a question about the margin troughing in '23. And maybe you could just give us color on the ramp on -- from the bottom of '23, what should we be thinking about where margins could go in '24? And I think the big thing here is maybe you could give us color on like, what are some reasons why the bounce off the trough could be faster versus slower? What are some things that could influence the speed of the margin movements?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes, I think it's still a little early for us to give much color around sort of how we see that trajectory playing out in 2024 and over the midterm, say, over the next 5 to 7 years. As we mentioned in the prepared remarks, we expect to have an Investor Day around midyear and provide more detail on that. But we're still refining those models. So not really able to give a lot of color around that. as we've talked about some of the factors that give us confidence that we do return to margin expansion in 2024, particularly around the wind down of some of the bubble costs as we exit our first data center. We think that this year actually we sort of reached that inflection point where the impact of declines in licenses are offset by the current stream of recurring revenues from subscriptions. I think in terms of the factors that could make that go faster or slower, Certainly, one of those is the speed at which our payments business grows, and Lynn talked a little bit about the impact that has on our blended margins. But on the software side, I think that the trajectory around the speed of the flips from our on-premise customers will have an impact on that. Some of the other efficiency gains and product optimizations as we wrap those up, the ability to improve lower our hosting costs, I think the speed at which those work their way into the model will also be a factor in how that trajectory -- how fast that trajectory plays out.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes. I think just to amplify on that, we've talked over the last couple of years, we're about years or so into this cloud transition. And we've talked about sort of the two pieces of it, the getting to the other side on the revenue side, and then sort of getting the other side on the cost and expense side. And as Brian mentioned, on the revenue side, we're seeing that sort of inflection point that's going to take place probably later this year. And in the last couple of years, the lost licenses has been a significant impact. And we're -- our internal models are now showing that really the new flips, the gains from Flips as well as the SaaS business over the last couple of years is going to a later this year, sort of past that point of where we lost licenses. Remember, back in 2019, we did -- we did just over $100 million in licenses. So it's a significant change that we've been running through the financials. And then when you look on the cost side is each year is go by -- as time goes by, we're getting better and better in visibility.

We're we are making progress on optimizing our products. We're making more progress on our plans to exit our proprietary data centers. We're getting better data on how our products are actually operating within the public cloud -- and so a lot of that stuff gives us that confidence that 2023 is that margin trough. As we look out further, there's other things that we're doing as well. We have a lot of internal initiatives around efficiencies things like consolidating just some of our internal IT. We have other sort of satellite data centers that we're looking to collapse as well as things like looking at real estate and stuff like that. So there's a lot of initiatives around that, which I think give us that that confidence when we talk about '23 being sort of the margin trough.

[Sami Badri, Analyst at Credit Suisse Group]

Got it. The I want to shift gears a little bit and just talk about your end market, your customers, the funding flywheel. We've clearly started to see some companies that are indexed to federal, state and municipal budgets start to see the benefit of funds flowing in. They could be coming in from ARPA. Some of them are still coming in from the CARES Act. And just in general, state and local budgets are up or up a lot, I guess, in 2022 -- fiscal 2022. And looks like they're going to be up low single digits in fiscal year '23, which means like the base level of staying local budgets are just much higher than what we've really seen before. Have you been able to identify some of those incremental lifts in those budget allocations or federal funds start to come into the business in the form of contracted revenue or bookings?

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

I think the answer is probably similar to what we've said in the past. I would say, as I look at our at our clients' budgets, they're generally very healthy. As I've mentioned before, they were not as impacted by COVID as people thought. They are having access to federal funds. Some of it, Brian -- the timetables of one of that, they still have a couple of years, I think you spend that. So we're just generally seeing healthy budgets, healthy buying seasons, sort of just a really good, robust market. In terms of identifying specific deals, there are occasions for that. But I think really what it does is it's more about just overall confidence in our clients being willing to spend money.

[Operator]

Your next question comes from the line of Rob Oliver with Baird.

[Rob Oliver, Analyst at Robert W. Baird]

Great. Lynn, one for you. You mentioned the milestones on the cloud side since 2019 when you pivoted to the cloud-first approach. And certainly, it seems like those are paying off, particularly with new business around subscription, definitely felt that among your customers in Indianapolis last year talking to them about the readiness for cloud. But I wanted to ask a little bit about -- you talked about new flips. How should we think about the pace of conversions. This is clearly going to be an important driver here they're up modestly from last year, nothing to really write home about. So can you just help us understand how you're thinking about maybe success relative to conversions and migrations of existing customers this year? And then I had a quick follow-up for Brian.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes. Sure, Robin. I think you're right. Our flips actually -- I think they're up quite a bit year-over-year. I think this year, we did about 336 flips. Last year, we did about 239 flips, give or take. So up roughly 40%. I see flips being a significant driver of revenue growth over the next 5 to 7 years. I see them continuing to grow at a healthy pace. And I don't really -- I'm not in a position to tell you that we're going to grow another 15%, 20% each year, but we have a wide and deep customer base that has become a priority, and we're prioritizing our flips internally.

[Rob Oliver, Analyst at Robert W. Baird]

Great. Okay, excellent. And then, Brian, just one on the Q4 operating margin was a bit below our expectations. And that could be driven indeed by those flips or by NIC, but just wanted to get a little bit more color on that.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes, I'd say probably the two biggest factors there were one that licenses declined pretty significantly, and we've talked about that expectation kind of going into 2023. But Q4 had a bit of a deeper decline from the mix of new business. So licenses were a relatively low number. And again, most of that is a shift in the mix as opposed to less new business. We did -- as we typically have with our more license-heavy products and public safety and platform technologies, some slippage out of the quarter in terms of timing, but that's pretty typical. So I'd say the lower licenses were a big factor. And then -- probably the other factor is the higher R&D expense that we mentioned where some expenses that we had expected to be capitalized were actually expense because of the nature of the development efforts. And so that impacted our margins as well.

[Operator]

Your next question comes from the line of Matthew VanVliet with BTIG.

[Matthew VanVliet, Analyst at BTIG Research]

I guess looking at the margin guide for '23, Brian, and just trying to reconcile kind of where we were previously to maybe some of the moving parts. I know you [indecipherable] how much of that sort of changed versus what you were previously expecting? It looked like around maybe $6 million flip from capitalized to expense in the fourth quarter. Curious if you have a general sense of what that level will be in '23? And then secondarily, just how much of the compression on the EBIT -- on the operating margin side is from the declining license mix versus the bubble costs versus those R&D expenses.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. So, yes -- for the full year, the difference in the capitalized versus expensed R&D versus our expectation was close to $9 million. We gave guidance for R&D for next year in the range of $108 million to $110 million that's expensed and our capitalized R&D in 2023 is expected to be in the high 30s, say, around $37 million. So capitalization is a little bit higher, but R&D expense is higher in 2023. If you look at the sort of the midpoint of our guidance, it implies, I'd say somewhere between 60 and 100 basis points of operating margin compression in total. And we mentioned that the bubble costs are estimated to be about 130 basis points of impact on the 2023 margins.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

So, new level costs.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

So, new level costs. And that's higher than the impact was in 2022. We talked about those as being a little less than 100 basis points of impact. And that's to be expected because we continue to move more customers into the public cloud and while we're still operating our two data centers. And so the duplicate costs expand this year, and we've talked about an expectation in, I guess, the first half of 2024 that will be out of the first data centers, and that will start to mitigate.

[Matthew VanVliet, Analyst at BTIG Research]

Okay. Very helpful. And then looking at -- just trying to square together some of the numbers with the commentary, it sounds like the subscription side and certainly SaaS embedded within that continues to perform quite well. And you're seeing not only new customers, but the flips sort of at elevated rates. But then when we look at the backlog numbers on the subscription side, there was a slight decline sort of quarter-over-quarter while maintenance continue to climb. So just curious if there were, I guess, any mix of some of the renewals that maybe were anticipated to flip that maybe didn't in the quarter? Or anything on that front that would sort of lead to the optics of the subscription backlog declining slightly while the sort of looking ahead version and the qualitative commentary around strong bookings would push more to the subscription side, maybe in '23 than what we saw in Q4?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. I think one of the bigger factors around backlog, I think backlog is probably becomes maybe a little less meaningful or a little less of a full picture when you look at it is really around how the accounting drives what goes into backlog and what doesn't. So transaction revenues don't sit in backlog. So as we add new payments or new portal revenues has typically are under a fixed arrangement. So even though they may be highly predictable and recurring. So there typically wouldn't be an addition to backlog for those. And then we've talked in the past as well about sometimes the terms of a contract agreement dictates how much goes into backlog. So for example, a termination for convenience provision, can significantly limit that, and we saw that with a really large contract last quarter. That was a $50-plus million contract, but only $8 million went into backlog because the termination for convenience provisions. So I think there are a lot of factors that start to make the backlog number maybe less of an important metric to look at how we expect to perform going forward.

[Operator]

Your next question comes from the line of Pete Heckmann with D.A. Davidson.

[Pete Heckmann, Analyst at D.A. Davidson]

A few just clarifications there, and I may have missed some details. So forgive me if I'm repeating myself, but the -- when we look at bookings, we typically see this quarter as a big public safety bookings quarter. Can you talk about how they are receiving the idea of converting to subscription? And then just clarifying, were there any deals, any -- was it contained within bookings in the quarter that were greater than $5 million of TCB?

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes. Sure, Pete. On the public safety side, it is typically a little bit larger quarter. We don't typically talk about deals that we've awarded, but not signed. I will say that we had a couple of deals that were of significance that pushed for the quarter. We are continuing to see more and more acceptance on the public safety side to the SaaS model and to subscriptions. And I think we're going to continue to see that going forward. You'll -- that's part of our actually -- in our budget process. If you look generally across Tyler, I think for next year on a -- sort of an overall weighted value average, we're expecting north of 90%, 91% of deals next year to be in SaaS with a significant increase on the public safety side, still less than half on the public safety side. But it is something that we're doing some modeling and some things that we're trying to do to sort of push that model with our clients.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. In this quarter, we did not have any individual contracts that were more than $5 million in total contract base. We had a couple in the $4 million range on the software side. We did have a competitive rebid win with our state enterprise agreement in Colorado, which is one of our bigger states. And certainly, the total value of that contract over the 5-year term is well above $5 million. But on the software side, no individual deals more than $5 million. So it was more of a high volume sort of more mid-range deals this quarter.

[Pete Heckmann, Analyst at D.A. Davidson]

Got it. And so to your point, that bookings might become a slightly less useful metric given how you gross up the TCV related to variable revenue streams and contracts. I missed what you said when you -- on the 500 and some payments deals, what was the TCV related to that? And then can you kind of give an approximation of how much of that was included in full year bookings? Would it have just been your estimate in the first year?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. And actually, on the payment deals that there really wouldn't be anything that's in the bookings number, only the actual revenues as they come through in a in a given quarter, basically run through bookings and revenue at the same time. So for payments, we don't include -- again, because they're not a fixed amount, we don't include those in bookings or in backlog. But those payments deals for the full year, we estimate that they'll add more than $13 million in annual recurring revenues. And there's a mixture of contracts there that are either gross or net processing through our platform and still some deals that are through our reseller arrangements where we have a revenue-sharing arrangement. So the revenues are lower, but the margins are higher on those.

[Operator]

Your next question comes from the line of Alex Zukin with Wolfe Research.

[Alex Zukin, Analyst at Wolfe Research]

So maybe just two for me. I guess the first one kind of similar to one of the questions I think that's been asked but maybe on a slightly different metric. Again, the subscription ARR added in the quarter. This quarter seemed to be lower sequentially than the last two. So just maybe clarifying what drove that from a bookings perspective. And then more broadly, as we are much more geared towards subscription and SaaS, how should we think about -- at least how are you guys thinking about kind of net new SaaS ARR, net new kind of subscription bookings growth for '23? And then I've got a quick follow-up on cash flow.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Well, we expect -- clearly, we expect that subscription booking and subscription ARR will accelerate from 2022 and 2023, both on the transaction side and the SaaS software side. Part of that, again, the change in the mix accelerating and a more significant decline in licenses this year with that being replaced by new subscription arrangements. I think the question about just the new subscription ARR. Again, that number really just relates to new software deals. And as we said, there weren't any mega deals in this quarter, but a good volume of sort of midsized deals. I think more of that's just around the timing. We've said that the pipeline continues to be very strong. The RFP activity remains generally stable at pretty elevated levels. So the market activity supports that expectation that we'll continue to see an accelerating rate of new software ARR.

[Alex Zukin, Analyst at Wolfe Research]

Okay, perfect. And then, I guess, Brian, from a free cash flow perspective, when you think about the lag or the delta between operating margins and free cash flow for this year, it's obviously a little bit higher than in previous years given some of the items you mentioned around tax and expense or capitalization versus some R&D expenses. As we think about it for '23 and more -- and even more so for '24, what's the right expectation for free cash flow margins versus operating margins as that delta specifically in these 2 years as we kind of trough margins and transition to SaaS?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. I think generally, we would expect that -- and we talked about what our capitalization, our capex, both software and non-software capex is for 2023. That's a bit higher and some of that's related to software capex and some of that's related to facilities investments that we're making in a couple of particular locations. I'd expect that in '24 that, that capex would decline in general, I think our cash flow margin would grow in line with or faster than our operating margin once that capex starts to normalize. The impact of the Section 174, which is still a bit unclear, will be significant on cash flow in 2023. Because if it stands, if it's not repealed or -- and we're not the first company or the first software company to talk about this, you're starting to see more of it. I know Microsoft talked about more than $1 billion impact on their taxes. But if it stands and isn't repealed or delayed that our cash tax payments will be significantly higher this year because we'll have the impact of both sort of catching up the 2022 taxes under that assumption and making cash tax payments related to 2023. So it could be in the $100 million range of additional cash taxes this year, which would really, as I said, would be 2 years impact. roughly $50 million related to 2022 and $50 million related to 2023, in round numbers. So we'll see how that plays out, but that's sort of the current expectation. And given the way that tax change works, it will impact cash taxes for years until it normalizes and you're putting on the same amount that you're amortizing.

[Alex Zukin, Analyst at Wolfe Research]

Understood. So I guess, is it fair -- once we get through '23 and capex starts to trend down, would you expect it to kind of go back to that historical 200 to 300-point delta between margins and free cash flow margins -- operating margins?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

I think that's fair.

[Operator]

Your next question comes from the line of Gabriela Borges with Goldman Sachs.

[Gabriela Borges, Analyst at The Goldman Sachs Group]

Lynn, I want to follow up on some of your comments on the demand environment. I think last quarter, you talked about procurement cycle of stretching out a little bit. Maybe just give us an update there? And are you seeing any issue positive or negative with topic shortages, negative being bottlenecking on procurement and positive being, hey, we don't have enough work to we need to accelerate our adoption of technology at your cost base.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

I don't -- right now, procurement cycles are pretty normal. They're going in line with our clients' budgets are healthy and we're not really seeing delayed procurement cycles right now. Again, from our perspective, the market is relatively healthy. Their budgets are healthy and our competitive position remains strong. So we're seeing a pretty normal -- really above normal market.

[Gabriela Borges, Analyst at The Goldman Sachs Group]

Okay. And my follow-up is on competitive position. So as you think about the progress you've made with your cloud transition and really leaning into that, is there a scenario where you see a pace of share gain or you have pace of displacement and incumbents accelerate is that you potentially already seeing? Is that something that could be on the come a little bit on how it advantages you competitively?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

I'll take -- I'll start on that and Lynn can add to that. We do think that in our space that the shift to the cloud and our cloud strategy gives us a competitive advantage. As you know, we compete across products with different competitors and generally in each of our product suites and those range from some very large companies to a lot of smaller, more niche companies. And we think that where we are in the cloud transition is well in advance of where a lot of our competitors are and that as that desire on our client base to move to the cloud, accelerates that gives us an advantage and an ability to increase our share because of where we are in our cloud transition. And then as we've talked about in the past, our Connected Communities vision and the fact that we have this broad suite of products that work increasingly well together continues to provide us with a competitive advantage there in clients that are looking for a suite solution, and we think that's clearly one of our strengths.

[Operator]

Your next question comes from the line of Saket Kalia with Barclays.

[Saket Kalia, Analyst at Barclays]

Lynn, maybe to start with you. That was helpful detail in your prepared remarks just on the composition of NIC or digital payments when it comes to gross versus net. Maybe the question is, could you put a finer point just on how much of that digital payments business or the transaction revenue one is gross versus net? And then relatedly, how you maybe think about that mix going forward?

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes, I'll start, and Brian has probably got better numbers. NIC, which in our Digital Solutions division, I would say the overwhelming majority of their payments business was on a gross basis. I would say, on the Tyler side beforehand, more of it has been on the net basis. It's actually not a lever that we fully control. It's generally controlled by the customer and whether or not the customer wants to take the risk and on the interchange fees or if not, there's a number of factors that go into there. But as of right now, a substantial part of Tyler's overall business is on the gross model because of NIC and where NIC was and how mature and vast that business was. We've got the number for merchant fees that we pass through last year was about -- I think on the NIC side, it was about $142 million and maybe just a handful of $3 million, $4 million, $5 million on the Tyler side. And looking into next year, I think NIC side is probably more around $145-ish million, again, with the same few million more on top from Tyler.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. I don't know that I have a lot to add to that. It clearly is the vast majority. We did mention that a couple of our state enterprise agreements that digital solutions are shifting in 2023 and to net from gross and that's got about a $10.5 million impact. But as Lynn said, we don't really fully control that. So I would expect that still going forward, that the majority of the business comes to us through the gross model where we're paying the merchant fees which is why we want to sort of give you the apples-to-apples comparison of the margin impact of a couple of hundred basis points, if all of those net ones were on the gross model and you took the merchant fees out of the revenue side. So I would say that as more Tyler customers that have traditionally been on a sort of a reseller with third-party payment processors where we get a revenue share, which is a net accounting as more of those over time migrate to our proprietary platform, we could have a shift with -- from those customers that are currently on a net basis moving to a gross basis with Tyler. The net result is we keep more of the transaction. So we make more money. We have higher revenues, but it would have a negative impact on margins. and we'll attempt at the -- at our Investor Day to provide more color on how those work and how we see that playing out because clearly, significant growth in the payments business is an objective of ours and something that we're having a lot of success with and expect to continue to.

[Saket Kalia, Analyst at Barclays]

Got it. That's very helpful. Brian, maybe for my follow-up. And apologies, I think this question has been asked a couple of different ways. I just I want to try one other way. The question is, maybe how SaaS ARR did versus your own expectations this quarter? I think you said that maybe it was timing. We expect SaaS ARR to accelerate next year. I think it grew about 19% this quarter. I know last quarter had some big deal activity that maybe makes it a tough sequential compare, but I'm just kind of curious how you think about sort of that SaaS ARR growth trajectory this year? And if there's anything that we should keep in mind for how that -- for how that performed this quarter versus your expectations?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes, I think it was generally in line with our expectation. I don't know that it was significantly varied from plan. I guess one other factor that plays into that is the lag between when we sign a SaaS deal and when we start to recognize revenues and that can vary, but it can be -- typically, the implementations are quicker or the time from signing to starting to recognize revenue just quicker on a SaaS deal than on an on-prem deal. But that can vary and that can typically be, say, 6 months but can be longer. And -- so I think when I talk about timing, it's more around the difference between when we sign something and when we're starting to recognize revenues.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

I'd say there's two things there around timing. One is, just as Brian mentioned, Yes, in the old days, when you sign an on-prem license, you recognize the entire license upfront. On a SaaS deal, particularly when we're doing multi-suite, multi-module deals, they're generally going to start paying those when those particular modules or pieces go live. So you've got a delay from the time you sign to where you get first parts of the customer up live, but as you continue that implementation and other pieces go live, then you'll get that build up. I'd say the other side is when you look at flips, there's things around flips that while long-term, obviously, provide really great long-term value in the short term, sometimes we're providing some services perhaps at no discount or no charge. There also might be some concessions depending on how long the customer has had their license and where they sit. And so to sort of incentivize the flip, there is sometimes some sort of upfront concession, which can then create another lag factor before you get the full value of that flip.

[Operator]

Your next question comes from the line of Jonathan Ho with William Blair.

[Jonathan Ho, Analyst at William Blair]

Just wanted to -- I guess, touch a little bit about cross cell activity, which you spoke about quite a bit. Is there anything that we could expect to see either inflect or grow even more for 2023 as the NIC relationship has had a little bit more time to mature and with some of the new acquisitions?

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes, Jonathan. I mean, cross-selling is one of our major mid- to long-term growth drivers. It's something we're talking about internally as you look out over the next 7, 8 years, talk about Tyler 2030 and things that can really move the needle. It's these things like flips, it's payments, it's cross-selling. It's also a lot of other things that we do really well, and we've talked about areas of our business like supervision, where the market is good or the TAM is good and where we're making really big gains there. But cross-selling is something that we're prioritizing across all of Tyler, where we've actually started some new sort of strategic account management approach within NIC and bringing other resources getting even further exposure to our sales channels, our sales leads. There's things that we will be working on in terms of internally around how we recognize revenues from cross-sells and how we incentivize things. And structurally internally, things that we need to sort of clear out some of those barriers to sort of unleash that power even more. We're pretty excited about it. I mean we had probably -- this past quarter, probably one of the best stories we've had in a long time in terms of both cross-selling and sort of connected communities, which was the Kansas Department of Revenue story that I mentioned in my opening remarks. This was a deal where -- this deal took place because of our D&I solution around assessments and the fact that we had such a broad footprint and presence within the state of Kansas from our enterprise assessment, but it also didn't happen without NIC in their contacts at the state and utilizing that state master contract. So that was three different pieces of our organization coming together to create a really great result and something that I think we can replicate across other states, that yields a $600,000 year ARR deal -- really a D&I deal, but really took the efforts of multiple divisions to do that. And I think that's sort of an example of what we're looking to do in the future.

[Operator]

Your next question comes from the line of Kirk [Phonetic] with Evercore.

[Unidentified Participant, at Tyler Technologies]

This is actually Peter [Phonetic] on for Kirk. So maybe, Brian, just one for you. Curious, are we at the point where there should sort of be more stability in terms of the impact of the subscription transition on revenue versus your guidance? I mean I think we all get at the moving target, but just curious if the level of dispersion is likely to go down from here on that -- in that sense?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes, I think so. There's -- we certainly expect a bigger decline in license revenues this year. Licenses are always the most -- or the least predictable of our revenue streams at least in the short term. And so now with well into the 80s as a percentage of our revenues that are recurring. There's much less -- a much higher level of predictability. So I think we're definitely kind of around that corner and that there should be an increasingly higher level of confidence around our outlook versus what we actually -- where results come in.

[Operator]

Your next question comes from the line of Terry Tillman with Truist Securities.

[Terry Tillman, Analyst at Truist Securities]

Unfortunately for you, I still have some of my questions, even though a bunch have been answered. Maybe, Lynn, the first question for you. It's kind of a twofold first question. And then Brian, I was going to ask you about payment. Lynn, in terms of those couple of larger public safety deals that slid into the first half, do you expect those to close in the first quarter? And then the second part of the first question for you is, you had a great deal last quarter with the Department of State. And I know it's still small in terms of the federal sector for you all, but just anything you can share about optimism and more we could hear this year on that side? And then I wanted to ask you about payments, Brian.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes. My expectation is that at least one of those larger deals is on track to close in Q1. As it relates to Tyler Federal, I think you're right. I mean things that I'm seeing that's coming out of that division in terms of sales indicators, the pipeline, the volume of deals is up significantly since year-over-year. We're also seeing interestingly enough more and more movement in the federal side to SaaS, which is good to see. It's something that we put an internal focus on in the last 2 years, and we're starting to see more of that receptiveness there. So I think there's positive things coming out of the federal space, and I like our position there right now.

[Terry Tillman, Analyst at Truist Securities]

That's great to hear. And then, Brian, we've gotten a lot of data points on payments, and there's lots of puts and takes, though, particularly the gross to net or when there's a rev share. But could you just like really try to help boil it down in terms of for '23, the payments revenue business, I mean, would that grow at about a similar rate in '22? Or just anything you can share about the growth rate on the recognized revenue for payments?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. I think the growth rate on payments is going to be above Tyler's overall growth rate and it's going to be a positive contributor. And I expect that, in general, that will be accelerating from 2022, both from adding new customers through the cross-sell motion, which we talked about. We've integrated our payments teams. We've really got the go-to-market strategy down and now we're starting to execute on it, whether it's using the expanded capabilities around that NIC's platform brought us to drive that business down into the local level, continuing to have a focus on penetrating more of our customer base with payments either with our platform or partner platforms driving more adoption into the customer base. And then the addition of Rapid, so giving us capabilities on the disbursement side. And we've got some really interesting opportunities around that and think that's going to be a nice growth driver. So I'd say we generally expect the payments business to grow faster than sort of Tyler's top line revenues, at least in 2023.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes. As we have our inside sales focusing on that existing customer base, when you look at areas like our enterprise side, whether it's enterprise ERP. We're including payments in all new response -- all new deal responses. That doesn't mean they're getting in every new deal, but we are pushing payments in all of our new deals.

[Operator]

Your next question comes from the line of Joshua Reilly with Needham.

[Joshua Reilly, Analyst at Needham & Company LLC]

I'll just ask one question here since we're running over time. The software development costs were only $2 million in the quarter, which is, obviously, below what we were expecting. Can you just discuss the impact of the accounting changes to this figure? And how guidance of $37 million for 2023 is the proper amount implying an increase given the accounting changes that we have here?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. The guidance for 2023 of $37 million in capitalized software development encompasses how we expect those projects to be accounted for. So that's reflected -- that -- the impact of that change is reflected there as well as other capitalized development projects that are either starting or ramping up during the year. So that's fully encompassed there, but the change in expensing versus capitalizing for the full year of 2022 had about a $9 million impact versus what our initial guidance for capitalized software and R&D was.

[Joshua Reilly, Analyst at Needham & Company LLC]

And was that just reflected in that Q4 number then the full $9 million impact? Or how -- why was that only $2 million, I guess, in the quarter?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Well, it impacted the full year, but most of that impact was seen in the Q4 results. So that resulted in a much lower number in Q4 versus the rest of the year.

[Operator]

Your next question comes from the line of David Unger with Wells Fargo.

[David Unger, Analyst at Wells Fargo & Company]

Just one for me, Brian. I heard your comments in your prepared remarks, you're touching on growing the implementation team in 2023 to meet backlog. Can you just talk about the labor market trends you're seeing and where you stand currently in terms of hires, what we're seeing in terms of wage inflation, et cetera?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Yes. There continues to be challenges in the labor market, but it's definitely mitigating from what we saw last year. Obviously, it's been very common across multiple industries, but certainly in technology where you're seeing layoffs, hiring, freezes and -- so there's less pressure, I think, on us in terms of turnover, which is moderating and there's less pressure than we saw last year on wage increases. So each of those are working in a positive manner for us.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Yes. I'd say, David, if you go back 12 months ago, we were still experiencing really pretty high elevated turnover still lower than industry, but higher than our norms, which, as you know, as all companies we're dealing with. As we progress throughout the year, things started -- I think I talked a lot about the pendulum and the labor market pendulum is another one that I talk about, and it's definitely started to swing back as we fell back into sort of November, December, I would say our turnover has actually come back down to sort of pre-COVID levels. Still early to see if that's where it stays, but I like where it's -- I like that trend. As it relates to things like that Brian mentioned our services and implementation. That was an area that was hit particularly hard over the last couple of years, and we've won a lot of business. We do have to do some hiring to ramp up to deliver on that business, and we're doing that. It also creates a little bit of margin pressure in the near term because when we hire large classes of implementers, it normally takes 4, 5, 6 months before we get them out billable on the road.

[Brian Miller, Chief Financial Officer at Tyler Technologies]

Most of the growth in our headcount this year will be in revenue-generating positions.

[Operator]

Your last question comes from the line of Keith Housum with Northcoast Research.

[Keith Housum, Analyst at Northcoast Research]

Just unpacking the payments just a little bit further, the 571 wins is, obviously, a phenomenal number for the year. Are these mostly agencies that are going to be taking on payments for the first time. Are these actually competitive wins? And what do you see the trajectory, I guess, in 2023 for that same question?

[Brian Miller, Chief Financial Officer at Tyler Technologies]

I'd say the majority of that number, although not the majority of the dollars, but the majority of the number would be certainly new payments for most of those customers. So a lot of those are existing Tyler customers where we're adding payments to a utility billing system or a licensing and permitting system. So we may be adding capabilities. They may have only taken checks before and now we're providing online payment capabilities or credit card payments. And a number of those are still under rev share agreements. So the revenue generated is on an individual payment opportunity may be relatively small, but at good margins. But some of the more significant wins are competitive wins, like we mentioned, the city of Milwaukee that's a full enterprise payment processing contract, and we're replacing another vendor there. So I'd say the larger ones tend to be competitive wins. The smaller ones tend to be more first-time payments.

[Operator]

This concludes our question-and-answer session for today. I turn the call back over to you, Lynn Moore.

[Lynn Moore, President & Chief Executive Officer at Tyler Technologies]

Great. Thanks, everybody, for joining us today. If you have any further questions, please feel free to contact Brian Miller or myself. Have a great day, everybody.

[Operator]

[Operator Closing Remarks]