Cybersecurity and IT Risks - The company faces significant risks from cyber-attacks and evolving IT security threats, which could disrupt operations and harm competitive position [54] - Disclosure of personally identifiable information could lead to liability and damage the company's reputation, especially in light of increasing data breaches [55] - The company relies on third-party vendors for critical services, and any failure by these vendors could adversely affect operating results and business prospects [56] - The company engages third parties for deliverables and services, and any deficiencies in their performance could jeopardize client contracts and financial condition [57] - The company depends on third-party hosting services, such as AWS, and disruptions in these services could lead to client dissatisfaction and revenue loss [59] - The company utilizes third-party licensed software, and any inability to maintain these licenses could limit product functionality and increase costs [62] - The company’s solutions include open source software, and failure to comply with open source licenses could adversely affect business operations [64] Technological Adaptation and Innovation - The company must adapt to rapid technological changes and evolving client requirements to remain competitive, which poses risks if new products are not developed timely [66] - Incorporating AI technologies presents challenges, including the risk of delays in innovation that could render offerings less competitive [67] - Errors or defects in new products or enhancements could result in revenue loss and delay market acceptance, impacting future operating results [65] Financial Condition and Debt Management - The company has entered into a $700.0 million credit agreement, providing an unsecured revolving credit facility [83] - As of December 31, 2025, the company had $600 million of Convertible Senior Notes outstanding and none under the 2024 Credit Agreement [84] - The company’s ability to service its indebtedness is contingent on future performance, which is subject to various external factors [87] - Covenant restrictions under the company's indebtedness may limit operational flexibility and adversely affect financial condition [88] - The company may incur additional indebtedness, which could increase risks related to its business operations [89] - The company is exposed to interest rate risk due to variable rate indebtedness under the 2024 Credit Agreement, which could increase debt service obligations if interest rates rise [90] - As of December 31, 2025, the company had no outstanding borrowings under the 2024 Credit Agreement, with an available borrowing capacity of $700.0 million [231] - The interest rates on loans under the revolving credit facility can range from 0.125% to 0.75% above the prime commercial lending rate or from 1.125% to 1.75% above the SOFR rate [232] - Increased inflation and interest rates could negatively impact the company's financial condition and access to capital [91] Market and Competitive Risks - The company faces risks related to public sector sales, which account for substantially all of its revenues [70] - A prolonged economic slowdown could reduce demand for the company's software products and services, negatively impacting growth and profitability [73] - The company may face increased competition from established and emerging companies in the public sector software market, which could lead to pricing pressure and reduced market share [79] - Fixed-price contracts may expose the company to cost overruns and penalties, potentially harming financial performance [80] - The company may be unable to secure performance bonds on favorable terms, impacting its ability to win large contracts [81] Operational Challenges and Strategic Focus - A significant investment in research and development may decrease overall margins, but is essential for maintaining competitive position [93] - The company may face challenges in executing its acquisition strategy, which is crucial for growth, due to integration difficulties and unforeseen liabilities [97] - Labor costs are subject to external factors and may increase due to a tightening labor market, potentially affecting profitability [100] - The company does not foresee paying dividends on its common stock in the foreseeable future, as it intends to retain earnings for business expansion [105] - Compliance with evolving corporate governance regulations may result in increased expenses and divert management's focus from revenue-generating activities [103]
Tyler Technologies(TYL) - 2025 Q4 - Annual Report