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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 2024
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-10485
TYLER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2303920
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. employer
identification no.)
5101 TENNYSON PARKWAYPLANOTexas75024
 (Address of principal executive offices)(City)(State)(Zip code)
(972) 713-3700
(Registrant’s telephone number, including area code)
Title of each classTrading symbol
Name of each exchange
on which registered
COMMON STOCK, $0.01 PAR VALUETYLNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes       No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer   Accelerated filer 
    
Non-accelerated filer   Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes       No  
The number of shares of common stock of registrant outstanding on July 29, 2024 was 42,672,664.




PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Revenues:    
Subscriptions$333,682 $297,789 $646,925 $578,254 
Maintenance115,309 116,539 232,527 231,670 
Professional services71,928 66,420 136,734 127,349 
Software licenses and royalties5,329 9,779 14,063 19,909 
Hardware and other14,728 13,752 23,086 18,951 
Total revenues540,976 504,279 1,053,335 976,133 
Cost of revenues:    
Subscriptions, maintenance, and professional services277,145 255,789 546,015 508,204 
Software licenses and royalties1,560 2,432 3,125 4,745 
Amortization of software development4,484 2,896 8,847 5,485 
Amortization of acquired software9,240 8,924 18,479 17,844 
Hardware and other10,731 11,061 15,387 16,841 
Total cost of revenues303,160 281,102 591,853 553,119 
Gross profit237,816 223,177 461,482 423,014 
Sales and marketing expense41,565 37,103 77,992 74,206 
General and administrative expense75,420 77,681 148,130 150,041 
Research and development expense28,951 28,153 58,384 55,139 
Amortization of other intangibles13,845 18,366 31,963 36,774 
Operating income78,035 61,874 145,013 106,854 
Interest expense(1,253)(6,387)(3,437)(14,071)
Other income, net1,883 643 3,728 1,889 
Income before income taxes78,665 56,130 145,304 94,672 
Income tax provision
10,927 7,000 23,396 14,667 
Net income$67,738 $49,130 $121,908 $80,005 
Earnings per common share:    
Basic$1.59 $1.17 $2.87 $1.91 
Diluted$1.57 $1.15 $2.82 $1.87 
See accompanying notes.
2


TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 Three Months Ended June 30,Six Months Ended June 30,
 2024202320242023
Net income$67,738 $49,130 $121,908 $80,005 
Other comprehensive income (loss), net of tax:
Securities available-for-sale and transferred securities:
Change in net unrealized holding gain (loss) on available for sale securities during the period
55 (36)108 58 
Reclassification adjustment for net loss on sale of available for sale securities, included in net income 1  1 
Other comprehensive income (loss), net of tax55 (35)108 59 
Comprehensive income$67,793 $49,095 $122,016 $80,064 
See accompanying notes.
3


TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share amounts)
June 30, 2024 (unaudited)December 31, 2023
ASSETS  
Current assets:  
Cash and cash equivalents$250,722 $165,493 
Accounts receivable (less allowance for losses and sales adjustments of $21,075 in 2024 and $22,829 in 2023)
700,825 619,704 
Short-term investments7,288 10,385 
Prepaid expenses76,726 54,700 
Other current assets6,771 10,303 
Total current assets1,042,332 860,585 
Accounts receivable, long-term7,928 8,988 
Operating lease right-of-use assets36,647 39,039 
Property and equipment, net167,635 169,720 
Other assets:  
Software development costs, net74,069 67,124 
Goodwill2,531,899 2,532,109 
Other intangibles, net878,272 928,870 
Non-current investments3,879 7,046 
Other non-current assets76,818 63,182 
$4,819,479 $4,676,663 
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current liabilities:  
Accounts payable$150,444 $146,339 
Accrued liabilities153,032 158,558 
Operating lease liabilities11,179 11,060 
Current income tax payable20,375 2,466 
Deferred revenue652,302 632,914 
Current portion of term loans 49,801 
Total current liabilities987,332 1,001,138 
Convertible senior notes due 2026, net 597,069 596,206 
Deferred revenue, long-term 291 
Deferred income taxes41,584 78,590 
Operating lease liabilities, long-term35,624 39,822 
Other long-term liabilities25,762 22,621 
Total liabilities1,687,371 1,738,668 
Commitments and contingencies  
Shareholders' equity:  
Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued
  
Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued and outstanding as of June 30, 2024 and December 31, 2023
481 481 
Additional paid-in capital1,425,536 1,354,787 
Accumulated other comprehensive loss, net of tax(218)(326)
Retained earnings1,725,681 1,603,773 
Treasury stock, at cost; 5,523,783 and 5,858,476 shares in 2024 and 2023, respectively
(19,372)(20,720)
Total shareholders' equity3,132,108 2,937,995 
$4,819,479 $4,676,663 
See accompanying notes.
4


TYLER TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Six Months Ended June 30,
 20242023
Cash flows from operating activities:  
Net income$121,908 $80,005 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization74,236 75,748 
Gains (losses) from sale of investments(1)2 
Share-based compensation expense57,273 53,924 
Change in fair value in available-for-sale investments
  
Amortization of operating lease right-of-use assets4,865 6,569 
Deferred income tax benefit(36,807)(39,665)
Other190 445 
Changes in operating assets and liabilities, exclusive of effects of acquired companies:
Accounts receivable(89,785)(51,508)
Income tax payable17,909 (41,762)
Prepaid expenses and other current assets(32,586)(20,122)
Accounts payable4,136 13,721 
Operating lease liabilities(6,426)(5,324)
Accrued liabilities(1,173)(15,083)
Deferred revenue19,263 (3,571)
Other long-term liabilities3,141 2,146 
Net cash provided by operating activities136,143 55,525 
Cash flows from investing activities:  
Additions to property and equipment(13,850)(6,370)
Purchase of marketable security investments (10,617)
Proceeds and maturities from marketable security investments6,351 37,107 
Investment in software development(16,493)(18,753)
Cost of acquisitions, net of cash acquired(1,302)(1,875)
Other21 16 
Net cash used by investing activities(25,273)(492)
Cash flows from financing activities:  
Payment on term loans(50,000)(120,000)
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement15,885 2,123 
Contributions from employee stock purchase plan8,474 7,751 
Net cash used by financing activities(25,641)(110,126)
Net increase (decrease) in cash and cash equivalents85,229 (55,093)
Cash and cash equivalents at beginning of period165,493 173,857 
Cash and cash equivalents at end of period$250,722 $118,764 
See accompanying notes.





5


Six Months Ended June 30,
 20242023
Supplemental cash flow information:
Cash paid for interest$1,930 $12,286 
Cash paid for income taxes, net 39,062 92,933 
Non-cash investing and financing activities:
Non-cash additions to property and equipment$45 $368 
6



TYLER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
Common StockAdditional
Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury StockTotal
Shareholders'
Equity
 SharesAmountSharesAmount
Balance at March 31, 202448,148 $481 $1,385,095 $(273)$1,657,943 (5,707)$(20,111)$3,023,135 
Net income— — — — 67,738 — — 67,738 
Other comprehensive income, net of tax— — — 55 — — — 55 
Exercise of stock options and vesting of restricted stock units— — 5,168 — — 194 12,933 18,101 
Employee taxes paid for withheld shares upon equity award settlement— — — — — (25)(12,249)(12,249)
Stock compensation— — 30,407 — — — — 30,407 
Issuance of shares pursuant to employee stock purchase plan— — 4,866 — — 14 55 4,921 
Balance at June 30, 202448,148 $481 $1,425,536 $(218)$1,725,681 (5,524)$(19,372)$3,132,108 

Common StockAdditional
Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury StockTotal
Shareholders'
Equity
 SharesAmountSharesAmount
Balance at March 31, 202348,148 $481 $1,239,945 $(750)$1,468,729 (6,244)$(22,272)$2,686,133 
Net income— — — — 49,130 — — 49,130 
Other comprehensive loss, net of tax— — — (35)— — — (35)
Exercise of stock options and vesting of restricted stock units— — 1,692 — — 173 11,042 12,734 
Employee taxes paid for withheld shares upon equity award settlement— — — — — (26)(10,452)(10,452)
Stock compensation— — 26,028 — — — — 26,028 
Issuance of shares pursuant to employee stock purchase plan— — 4,650 — — 16 63 4,713 
Balance at June 30, 202348,148 $481 $1,272,315 $(785)$1,517,859 (6,081)$(21,619)$2,768,251 
7



TYLER TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands)
(Unaudited)
Common StockAdditional
Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury StockTotal
Shareholders'
Equity
 SharesAmountSharesAmount
Balance at December 31, 2023 48,148 $481 $1,354,787 $(326)$1,603,773 (5,858)$(20,720)$2,937,995 
Net income— — — — 121,908 — — 121,908 
Other comprehensive income, net of tax— — — 108 — — — 108 
Exercise of stock options and vesting of restricted stock units— — 3,430 — — 389 35,911 39,341 
Employee taxes paid for withheld shares for taxes upon equity award settlement— — — — — (51)(23,456)(23,456)
Stock compensation— — 57,273 — — — — 57,273 
Issuance of shares pursuant to employee stock purchase plan— — 8,379 — — 24 95 8,474 
Reimbursement of shares from escrow— — 1,667 — — (28)(11,202)(9,535)
Balance at June 30, 202448,148 $481 $1,425,536 $(218)$1,725,681 (5,524)$(19,372)$3,132,108 
Common StockAdditional
Paid-in
Capital
Accumulated Other
Comprehensive
Income (Loss)
Retained
Earnings
Treasury StockTotal
Shareholders'
Equity
 SharesAmountSharesAmount
Balance at December 31, 2022 48,148 $481 $1,209,725 $(844)$1,437,854 (6,365)$(22,827)$2,624,389 
Net income— — — — 80,005 — — 80,005 
Other comprehensive income, net of tax— — — 59 — — — 59 
Exercise of stock options and vesting of restricted stock units— — 1,023 — — 309 19,844 20,867 
Employee taxes paid for withheld shares for taxes upon equity award settlement— — — — — (52)(18,744)(18,744)
Stock compensation— — 53,924 — — — — 53,924 
Issuance of shares pursuant to employee stock purchase plan— — 7,643 — — 27 108 7,751 
Balance at June 30, 202348,148 $481 $1,272,315 $(785)$1,517,859 (6,081)$(21,619)$2,768,251 
8


Tyler Technologies, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Tables in thousands, except per share data)

(1)    Basis of Presentation
We prepared the accompanying condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States, or GAAP, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted for interim periods. Balance sheet amounts are as of June 30, 2024, and December 31, 2023, and operating result amounts are for the three and six months ended June 30, 2024, and 2023, respectively, and include all normal and recurring adjustments that we considered necessary for the fair summarized presentation of our financial position and operating results. As these are condensed financial statements, one should also read the financial statements and notes included in our latest Form 10-K for the year ended December 31, 2023. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. Certain amounts for previous years have been reclassified to conform to the current year presentation.
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all components of net income (loss) and other comprehensive income (loss). During the three and six months ended June 30, 2024, we had approximately $55,000 and $108,000 of other comprehensive income, net of taxes, from our available-for-sale investment holdings and $35,000 of other comprehensive loss and $59,000 of other comprehensive income, net of taxes, from our available-for-sale investment holdings during the three and six months ended June 30, 2023.
(2)    Accounting Standards and Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024, that have had a material impact on our condensed consolidated financial statements and related notes. See Recently Adopted Accounting Pronouncements below.
REVENUE RECOGNITION
Nature of Products and Services
We earn the majority of our revenues from subscription-based services and post-contract customer support (“PCS” or “maintenance”). Other sources of revenue are professional services, software licenses and royalties, and hardware and other. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, we satisfy a performance obligation
Subscription-based services consist primarily of revenues derived from software as a service (“SaaS”) arrangements and transactions from digital government services; payment processing; and electronic filing (‘‘e-filing”). We recognize SaaS arrangements ratably over the terms of the arrangements, which range from one to 10 years, but are typically for periods of generally one to three years. For professional services associated with certain SaaS arrangements, we have concluded that the services are not distinct, and we recognize the revenue ratably over the remaining contractual period once we have provided the customer access to the software. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenues, depending on whether the revenue recognition criteria have been met.
9


In those instances where variable consideration exists, we include in our estimates additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably, and its realization is probable. For transaction-based fees, we have the right to charge the customer an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services as invoiced based on the amount billable to the customer. In some cases, we are paid on a fixed-fee basis and recognize the revenue ratably over the contractual period.
Transaction-based fees primarily relate to digital government services and online payment services, which are sometimes offered with the assistance of third-party vendors. In general, when we are the principal in a transaction, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross revenue (amount billed to the customer) and record the net amount as revenue.
Other software arrangements with customers contain multiple performance obligations that range from software licenses; services such as installation, training, consulting, software modification and customization to meet specific customer needs; hosting; and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include professional services, such as training or installation, are evaluated to determine whether those services are highly interdependent or interrelated to the product’s functionality. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. For arrangements that involve significant production, modification, or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred or value added. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.
Revenue is recognized net of allowances for sales adjustments and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Refer to Note 4, “Disaggregation of Revenue” for further information, including the economic factors that affect the nature, amount, timing, and uncertainty of revenues and cash flows of our various revenue categories.
Contract Balances:
Accounts receivable and allowance for losses and sales adjustments
Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when invoicing occurs prior to revenue recognition. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period.
As of June 30, 2024, and December 31, 2023, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $708.8 million and $628.7 million, respectively. We have recorded unbilled receivables of $117.6 million and $119.2 million as of June 30, 2024, and December 31, 2023, respectively. Included in unbilled receivables are retention receivables of $10.3 million and $9.8 million as of June 30, 2024, and December 31, 2023, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, with the current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, with the long-term portion in the accompanying condensed consolidated balance sheets.
We maintain allowances for losses and sales adjustments, which losses are recorded against revenue at the time the loss is incurred. Because most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Consequently, we have not recorded a reserve for credit losses. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision include, but are not limited to, managing our client’s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowances for losses and sales adjustments are $21.1 million and $22.8 million as of June 30, 2024, and December 31, 2023, respectively.
10


GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
We assess goodwill for impairment annually, or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable. We begin with the qualitative assessment of the likelihood of impairment of each reporting unit. If the conclusion of this assessment is that it is more likely than not that a reporting unit's fair value is more than its carrying value, we are not required to perform a quantitative impairment test. When testing goodwill for impairment quantitatively, we first compare the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value of that reporting unit, an impairment loss is recognized. The fair values calculated in our impairment tests are determined using discounted cash flow models involving several assumptions (Level 3 inputs). The assumptions that are used are based upon what we believe a hypothetical marketplace participant would use in estimating fair value. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain.
Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty, such as weighted average cost of capital and revenue growth rates which are forward-looking and affected by expectations about future market or economic conditions. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historic or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge.
For the three and six months ended June 30, 2024, no triggering event or changes to circumstances indicated that a potential impairment had occurred.
RECENTLY PRONOUNCED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 - Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
(3)    Segment and Related Information
We report our results in two reportable segments. Business units that have met the aggregation criteria have been combined into our two reportable segments. The Enterprise Software (“ES”) reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: public administration solutions; courts and public safety solutions; education solutions; and property and recording solutions. The Platform Technologies (“PT”) reportable segment provides public sector entities with platform and transformative solutions including digital solutions, payment processing, streamlined data processing, and improved operations and workflows.
We evaluate performance based on several factors. The primary financial measure is business segment operating income. We define segment operating income for our business units as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes. Segment operating income includes intercompany transactions. The majority of our intercompany transactions relate to contracts involving more than one business unit and are valued based on the contractual arrangement. Corporate segment operating loss primarily consists of compensation costs for the executive management team, certain shared services staff, and share-based compensation expense for the entire company. Corporate segment operating loss also includes revenues and expenses related to a Company-wide user conference.
11


For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues    
Subscriptions:
SaaS$136,045 $19,933 $ $155,978 
Transaction-based fees55,701 122,003  177,704 
Maintenance109,196 6,113  115,309 
Professional services58,731 13,197  71,928 
Software licenses and royalties5,319 10  5,329 
Hardware and other7,815  6,913 14,728 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
Segment operating income (loss)$133,586 $34,909 $(67,375)$101,120 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$111,019 $15,579 $ $126,598 
Transaction-based fees43,535 127,656  171,191 
Maintenance109,953 6,586  116,539 
Professional services55,256 11,164  66,420 
Software licenses and royalties9,479 300  9,779 
Hardware and other6,381  7,371 13,752 
Intercompany6,852  (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
Segment operating income (loss)$111,185 $38,797 $(60,818)$89,164 
12


For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$264,187 $40,575 $ $304,762 
Transaction-based fees107,585 234,578  342,163 
Maintenance220,378 12,149  232,527 
Professional services113,624 23,110  136,734 
Software licenses and royalties13,890 173  14,063 
Hardware and other16,173  6,913 23,086 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
Segment operating income (loss)$264,285 $63,164 $(131,994)$195,455 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$217,381 $31,132 $ $248,513 
Transaction-based fees85,587 244,154  329,741 
Maintenance220,035 11,635  231,670 
Professional services106,755 20,594  127,349 
Software licenses and royalties17,547 2,362  19,909 
Hardware and other11,580  7,371 18,951 
Intercompany11,935  (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
Segment operating income (loss)$211,165 $68,335 $(118,028)$161,472 
Three Months Ended June 30,Six Months Ended June 30,
Reconciliation of reportable segment operating income to the Company's consolidated totals:2024202320242023
Total segment operating income$101,120 $89,164 $195,455 $161,472 
Amortization of acquired software(9,240)(8,924)(18,479)(17,844)
Amortization of other intangibles(13,845)(18,366)(31,963)(36,774)
Interest expense(1,253)(6,387)(3,437)(14,071)
Other income, net1,883 643 3,728 1,889 
Income before income taxes$78,665 $56,130 $145,304 $94,672 
13


(4)    Disaggregation of Revenue
The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows.
Timing of Revenue Recognition
Timing of revenue recognition by revenue category during the period is as follows:
For the three months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$ $155,978 $155,978 
Transaction-based fees 177,704 177,704 
Maintenance 115,309 115,309 
Professional services 71,928 71,928 
Software licenses and royalties4,551 778 5,329 
Hardware and other14,728  14,728 
Total$19,279 $521,697 $540,976 
For the three months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$ $126,598 $126,598 
Transaction-based fees 171,191 171,191 
Maintenance 116,539 116,539 
Professional services 66,420 66,420 
Software licenses and royalties8,793 986 9,779 
Hardware and other13,752  13,752 
Total$22,545 $481,734 $504,279 
For the six months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$ $304,762 $304,762 
Transaction-based fees 342,163 342,163 
Maintenance 232,527 232,527 
Professional services 136,734 136,734 
Software licenses and royalties12,651 1,412 14,063 
Hardware and other23,086  23,086 
Total$35,737 $1,017,598 $1,053,335 
14


For the six months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$ $248,513 $248,513 
Transaction-based fees 329,741 329,741 
Maintenance 231,670 231,670 
Professional services 127,349 127,349 
Software licenses and royalties18,074 1,835 19,909 
Hardware and other18,951  18,951 
Total$37,025 $939,108 $976,133 
Recurring Revenues
The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one to 10 years but are typically contracted for initial periods of generally one to three years. Nearly all of our on-premises software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenues. Maintenance and support are generally provided under auto-renewing annual contracts or multi-year contracts. We consider all other revenue categories to be non-recurring revenues.
Recurring revenues and non-recurring revenues recognized during the period are as follows:
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$300,942 $148,049 $ $448,991 
Non-recurring revenues71,865 13,207 6,913 91,985 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$264,507 $149,821 $ $414,328 
Non-recurring revenues71,116 11,464 7,371 89,951 
Intercompany6,852  (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$592,150 $287,302 $ $879,452 
Non-recurring revenues143,687 23,283 6,913 173,883 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$523,003 $286,921 $ $809,924 
Non-recurring revenues135,882 22,956 7,371 166,209 
Intercompany11,935  (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
15


(5)    Deferred Revenue and Performance Obligations
Total deferred revenue, including long-term, by segment is as follows:
June 30, 2024December 31, 2023
Enterprise Software$620,425 $589,295 
Platform Technologies29,102 39,597 
Corporate2,775 4,313 
Totals$652,302 $633,205 
Changes in total deferred revenue, including long-term, were as follows:
Six months ended June 30, 2024
Balance as of December 31, 2023$633,205 
Deferral of revenue716,239 
Recognition of deferred revenue(697,142)
Balance as of June 30, 2024$652,302 
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter.
(6)    Deferred Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three to seven years. Deferred commissions were $50.8 million and $49.2 million as of June 30, 2024, and December 31, 2023, respectively. Amortization expense was $4.9 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $4.3 million and $8.6 million for the three and six months ended June 30, 2023, respectively. There were no indicators of impairment in relation to the costs capitalized for the periods presented. Deferred commissions have been included with prepaid expenses for the current portion and non-current other assets for the long-term portion in the accompanying condensed consolidated balance sheets. Amortization expense related to deferred commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of income.
(7)    Acquisitions
We did not complete any acquisitions during the six months ended June 30, 2024.
During the six months ended June 30, 2024, we settled litigation that was assumed with the 2022 purchase of Rapid Financial Solutions, LLC. Our purchase agreement included an escrow that fully indemnified and reimbursed Tyler under the terms of the purchase agreement by the return of 27,702 shares of our common stock, with the approximate value of $9.5 million, that were held in an escrow account at the time of the acquisition.
16


(8)    Debt
The following table summarizes our outstanding borrowings:
RateMaturity DateJune 30, 2024December 31, 2023
2021 Credit Agreement
Revolving credit facility
S + 1.125%
April 2026$ $ 
Term Loan A-1
S + 1.125%
April 2026 50,000 
Convertible Senior Notes due 20260.25%March 2026600,000 600,000 
Total borrowings600,000 650,000 
Less: unamortized debt discount and debt issuance costs(2,931)(3,993)
Total borrowings, net597,069 646,007 
Less: current portion of debt (49,801)
Carrying value$597,069 $596,206 
Amended 2021 Credit Agreement
In connection with the acquisition of NIC, Inc. on April 21, 2021, we, as borrower, entered into a $1.4 billion Credit Agreement (the “2021 Credit Agreement”) with the various lender parties thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and Issuing Lender. The 2021 Credit Agreement provides for (1) a senior unsecured revolving credit facility in an aggregate principal amount of up to $500 million, including sub-facilities for standby letters of credit and swingline loans (the “Revolving Credit Facility”), (2) an amortizing five-year term loan in the aggregate amount of $600 million (the “Term Loan A-1”), and (3) a non-amortizing three-year term loan in the aggregate amount of $300 million (the “Term Loan A-2” together with the “Term Loan A-1”). On January 28, 2023, we amended our 2021 Credit Agreement to replace the LIBOR reference rate with the Secured Overnight Financing Rate (“SOFR”) reference rate. The amended 2021 Credit Agreement matures on April 20, 2026, and the loans may be prepaid at any time, without premium or penalty, subject to certain minimum amounts and payment of any breakage costs. The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, currently 0.15% per annum, ranging from 0.15% to 0.3% based upon the Company’s total net leverage ratio. The amended 2021 Credit Agreement requires us to maintain certain financial ratios and other financial conditions and prohibits us from making certain investments, advances, cash dividends or loans, and limits incurrence of additional indebtedness and liens.
For the six months ended June 30, 2024, we repaid $50.0 million of the Term Loans and have fully repaid amounts due under the amended 2021 Credit Agreement. As of June 30, 2024, we were in compliance with our covenants under the amended 2021 Credit Agreement.
Convertible Senior Notes due 2026
On March 9, 2021, we issued 0.25% Convertible Senior Notes due in 2026 in the aggregate principal amount of $600.0 million (“the Convertible Senior Notes” or “the Notes”). The Convertible Senior Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 9, 2021, with U.S. Bank National Association as trustee. The net proceeds from the issuance of the Convertible Senior Notes were $591.4 million, net of initial purchasers’ discounts of $6.0 million and debt issuance costs of $2.6 million.
The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment to our future senior, unsecured indebtedness; (ii) senior in right of payment to our future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to our future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.
The Convertible Senior Notes accrue interest at a rate of 0.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The Convertible Senior Notes mature on March 15, 2026, unless earlier repurchased, redeemed, or converted.
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Before September 15, 2025, holders of the Convertible Senior Notes have the right to convert their Convertible Senior Notes only upon the occurrence of certain events. Under the terms of the Indenture, the Convertible Senior Notes are convertible into common stock of Tyler Technologies, Inc. (referred to as “our common stock” herein) at the following times or circumstances:
during any calendar quarter commencing after the calendar quarter ended June 30, 2021, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of Convertible Senior Notes, as determined following a request by their holder in accordance with the procedures in the Indenture, for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;
upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the Indenture);
upon the occurrence of specified corporate events; or
on or after September 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, March 15, 2026.
With certain exceptions, upon a change of control or other fundamental change (both as defined in the Indenture governing the Convertible Senior Notes), the holders of the Convertible Senior Notes may require us to repurchase all or part of the principal amount of the Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes, plus any accrued and unpaid interest up to, but excluding, the redemption date.
As of June 30, 2024, none of the conditions allowing holders of the Convertible Senior Notes to convert have been met.
From and including September 15, 2025, holders of the Convertible Senior Notes may convert their Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle any conversions of the Convertible Senior Notes either entirely in cash or in a combination of cash and shares of our common stock, at our election. However, upon conversion of any Convertible Senior Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 30 trading days, will be paid in cash up to at least the principal amount of the Notes being converted.
The initial conversion rate is 2.0266 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $493.44 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Convertible Senior Notes are redeemable, in whole or in part, at our option at any time, and from time to time, on or after March 15, 2024, and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price of the Notes on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any Note for redemption constitutes a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
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Effective Interest Rate
The weighted average interest rate for the borrowings under Convertible Senior Notes was 0.25% as of June 30, 2024. For the six months ended June 30, 2024, the effective interest rate was 8.66% for the Term Loans and 0.54% for the Convertible Senior Notes. The following sets forth the interest expense recognized related to the borrowings under the amended 2021 Credit Agreement and Convertible Senior Notes and is included in interest expense in the accompanying condensed consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Contractual interest expense - Revolving Credit Facility$(229)$(625)$(459)$(937)
Contractual interest expense - Term Loans (4,565)(761)(10,206)
Contractual interest expense - Convertible Senior Notes(375)(375)(750)(750)
Amortization of debt discount and debt issuance costs (649)(822)(1,467)(2,178)
Total $(1,253)$(6,387)$(3,437)$(14,071)
As of June 30, 2024, we had one outstanding standalone letter of credit totaling $750,000. The letter of credit, which guarantees our performance under a client contract, automatically renews annually unless canceled in writing, and expires in the third quarter of 2026.
(9)    Financial Instruments
The following table presents our financial instruments:
June 30, 2024December 31, 2023
Cash and cash equivalents$250,722 $165,493 
Available-for-sale investments11,167 17,431 
Equity investments10,000 10,000 
Total$271,889 $192,924 
Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, for which we determine fair value through quoted market prices.
Our investment portfolio is classified as available-for-sale in order to have the flexibility to buy and sell investments and maximize cash liquidity. Our available-for-sale investments primarily consist of investment grade corporate bonds, municipal bonds, and asset-backed securities with maturity dates through 2027. These investments are presented at fair value and are included in short-term investments and non-current investments in the accompanying condensed consolidated balance sheets. Unrealized gains or losses associated with the investments are included in accumulated other comprehensive loss, net of tax in the accompanying condensed consolidated balance sheets and statements of comprehensive income. For our available-for-sale investments, we do not have the intent to sell, nor is it more likely than not that we would be required to sell before recovery of their cost basis.
As of June 30, 2024, we have an accrued interest receivable balance of approximately $31,000 which is included in accounts receivable, net. We record any losses within the maturity period or at the time of sale of the investment, and any write-offs to accrued interest receivables are recorded as reductions to interest income in the period of the loss. During the three and six months ended June 30, 2024, we have recorded no losses for accrued interest receivables. Interest income and amortization of discounts and premiums are included in other income, net in the accompanying condensed consolidated statements of income.
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The following table presents the components of our available-for-sale investments:
June 30, 2024December 31, 2023
Amortized cost$11,458 $17,866 
Unrealized gains1  
Unrealized losses(292)(435)
Estimated fair value$11,167 $17,431 
As of June 30, 2024, we have $7.3 million of available-for-sale debt securities with contractual maturities of one year or less and $3.9 million with contractual maturities greater than one year. As of June 30, 2024, no available-for-sale security has been in a loss position for one year or less and 12 securities with a fair value of $10.8 million have been in a loss position for greater than one year.
The following table presents the activity on our available-for-sale investments:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Proceeds from sales and maturities$3,080 $14,132 $6,351 $37,107 
Realized losses on sales, net of tax (1) (1)
Our equity investments consist of an 18% interest in BFTR, LLC, a wholly owned subsidiary of Bison Capital Partners V L.P. BFTR, LLC is a privately held Australian company specializing in digitizing the spoken word in court and legal proceedings. The investment in common stock is carried at cost less any impairment write-downs because we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values.
(10)    Other Comprehensive Income (Loss)
The following table presents the changes in the balances of accumulated other comprehensive loss, net of tax by component:
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of March 31, 2024$(273)$ $(273)
Other comprehensive income before reclassifications55  55 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income   
Other comprehensive income
55  55 
Balance as of June 30, 2024$(218)$ $(218)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of March 31, 2023$(750)$ $(750)
Other comprehensive loss before reclassifications(36) (36)
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income1  1 
Other comprehensive loss(35) (35)
Balance as of June 30, 2023$(785)$ $(785)
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Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of December 31, 2023$(326)$ $(326)
Other comprehensive income before reclassifications108  108 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income   
Other comprehensive income108  108 
Balance as of June 30, 2024$(218)$ $(218)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of December 31, 2022$(844)$ $(844)
Other comprehensive income before reclassifications58  58 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income1  1 
Other comprehensive income59  59 
Balance as of June 30, 2023$(785)$ $(785)
(11)    Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows:
Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data.
Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment.
The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value.
The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of June 30, 2024:
Level 1Level 2Level 3Total
Cash and cash equivalents$250,722 $ $ $250,722 
Available-for-sale investments 11,167  11,167 
Equity investments  10,000 10,000 
Convertible Senior Notes due 2026 659,034  659,034 
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The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of December 31, 2023:
Level 1Level 2Level 3Total
Cash and cash equivalents$165,493 $ $ $165,493 
Available-for-sale investments 17,431  17,431 
Equity investments  10,000 10,000 
2021 Credit Agreement
Term Loan A-1 49,801  49,801 
Convertible Senior Notes due 2026 609,168  609,168 
Assets that are measured at fair value on a recurring basis
Accounts receivables, accounts payables, short-term obligations and certain other assets carrying value approximate fair value because of the short maturity of these instruments.
As of June 30, 2024, we have $11.2 million in investment grade corporate bonds, municipal bonds and asset-backed securities with maturity dates through 2027. The fair values of these securities are considered Level 2 as they are based on inputs from quoted prices in markets that are not active or other observable market data.
Assets that are measured at fair value on a nonrecurring basis
As of June 30, 2024, we have an 18% interest in BFTR, LLC. As we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values, our investment is carried at cost less any impairment write-downs. Periodically, our investment is assessed for impairment. We do not reassess the fair value of the investments if there are no identified events or changes in circumstances that indicate fair value of the investment or indicate impairment. No events or changes in circumstances have occurred during the period that require reassessment. There has been no impairment of this investment for the periods presented. This investment is included in other non-current assets in the accompanying condensed consolidated balance sheets.
As described in Note 2, “Summary of Significant Accounting Policies”, we assess goodwill for impairment annually on October 1. In addition, we review goodwill, property and equipment, and other intangibles for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the fourth quarter of 2023, we completed our annual assessment of goodwill which did not result in an impairment charge. Further, we identified no indicators of impairment to goodwill, property and equipment, and other intangibles. Therefore, no impairment was recorded as of or for the six months ended June 30, 2024.
Financial instruments measured at fair value only for disclosure purposes
The carrying amount of the Revolving Credit Facility and Term Loans is the par value less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the terms of the Term Loans. Interest expense is included in the accompanying condensed consolidated statements of income.
The fair value of our Convertible Senior Notes is determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. See Note 8, “Debt,” for further discussion.
The carrying amount of the Convertible Senior Notes is the par value less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. Interest expense is included in the accompanying condensed consolidated statements of income.
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The following table presents the fair value and carrying value, net, of the amended 2021 Credit Agreement and our Convertible Senior Notes:
 Fair Value atCarrying Value at
June 30, 2024December 31, 2023June 30, 2024December 31, 2023
2021 Credit Agreement
Revolving Credit Facility$ $ $ $ 
Term Loan A-1 49,801  49,801 
Convertible Senior Notes due 2026659,034 609,168 597,069 596,206 
 $659,034 $658,969 $597,069 $646,007 
(12)    Income Tax Provision
We had an effective income tax rate of 13.9% and 16.1% for the three and six months ended June 30, 2024, respectively, compared to 12.5% and 15.5% for the three and six months ended June 30, 2023, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2024, as compared to the prior period, is due to a decrease in research tax credits offset by a decrease in liabilities for uncertain tax positions and non-deductible business expenses and an increase in excess tax benefits related to stock incentive awards in the current year.
The effective income tax rates for the periods presented are different from the statutory United States federal income tax rate of 21% primarily due to research tax credits and excess tax benefits related to stock incentive awards, offset by state income taxes, liabilities for uncertain tax positions, and non-deductible business expenses.
We made income tax payments, net of refunds, of $39.1 million and $92.9 million in the six months ended June 30, 2024, and 2023, respectively.
(13)    Share-Based Compensation
The following table summarizes share-based compensation expense related to share-based awards recorded in the condensed consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Subscriptions, maintenance, and professional services$7,620 $6,437 $15,010 $12,779 
Sales and marketing expense3,141 2,367 6,124 4,760 
General and administrative expense19,646 17,224 36,139 36,385 
Total share-based compensation expense$30,407 $26,028 $57,273 $53,924 
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(14)    Earnings Per Share
The following table details the reconciliation of basic earnings per share to diluted earnings per share:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator for basic and diluted earnings per share:  
Net income$67,738 $49,130 $121,908 $80,005 
Denominator:  
Weighted-average basic common shares outstanding42,527 41,980 42,528 41,987 
Assumed conversion of dilutive securities:  
Stock awards748 771 758 723 
Convertible Senior Notes    
Denominator for diluted earnings per share
   - Adjusted weighted-average shares
43,275 42,751 43,286 42,710 
Earnings per common share:  
Basic$1.59 $1.17 $2.87 $1.91 
Diluted$1.57 $1.15 $2.82 $1.87 
For the three and six months ended June 30, 2024, and 2023, stock awards representing the right to purchase common stock of approximately 75,000 and 119,000 shares and 344,000 and 423,000 shares, respectively, were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. 
We have used the if-converted method for calculating any potential dilutive effect of the Convertible Senior Notes on our diluted net income per share. Under the if-converted method, the Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented. The net interest expense related to the Convertible Senior Notes, after tax, is only added back to the numerator in periods when its effect is dilutive. The approximately 1.2 million remaining resulting common shares related to the Notes are not included in the dilutive weighted-average common shares outstanding calculation for the three and six months ended June 30, 2024, and 2023, as their effect is antidilutive. See Note 8, “Debt,” for discussion on the conversion features related to the Convertible Senior Notes.
(15)    Leases
We lease office facilities, transportation, and other equipment for use in our operations. Most of our leases are non-cancelable operating lease agreements with remaining terms of one to 10 years. Some of these leases include options to extend for up to six years. We have no finance leases as of June 30, 2024. Right-of-use lease assets and lease liabilities for our operating leases are recorded in the condensed consolidated balance sheets. During the three and six months ended June 30, 2024, we had no lease restructuring costs, and during the six months ended June 30, 2023, we incurred lease restructuring costs resulting in an additional $1.4 million of operating lease costs.
The components of operating lease expense were as follows:
Lease CostsThree Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$2,246 $3,119 $4,411 $7,510 
Short-term lease cost522 513 1,073 1,036 
Variable lease cost136 216 374 536 
Net lease cost$2,904 $3,848 $5,858 $9,082 
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Supplemental information related to leases is as follows:
Other InformationSix Months Ended June 30,
20242023
Cash flows:
Cash paid amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$6,310 $5,873 
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases$2,428 $2,391 
Lease term and discount rate:
Weighted average remaining lease term (years)6.56.9
Weighted average discount rate1.63 %1.60 %
Rental income from third parties
We own office buildings in Bangor, Falmouth, Yarmouth, and Orono, Maine; Lubbock and Plano, Texas; Troy, Michigan; Latham, New York; Moraine, Ohio; and Kingston Springs, Tennessee. We lease space in some of these buildings to third-party tenants, one of which was formerly a related party (see Note 16, "Related Party Transactions"). The property we lease to others under operating leases consists primarily of specific facilities where one tenant obtains substantially all of the economic benefit from the asset and has the right to direct the use of the asset. These non-cancelable leases expire between 2024 and 2028, and some have options to extend the lease for up to 10 years. We determine if an arrangement is a lease at inception. None of our leases allow the lessee to purchase the leased asset.
Rental income from third-party tenants for the three and six months ended June 30, 2024, totaled $791,000 and $1.6 million, respectively, and for the three and six months ended June 30, 2023, totaled $545,000 and $1.0 million, respectively. Rental income is included in hardware and other revenue on the consolidated statements of income. As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows:
Year ending December 31,Amount
2024 (Remaining)$1,599 
20252,221 
20261,141 
2027882 
2028704 
Thereafter 
Total $6,547 
(16) Related Party Transactions
In April 2023, we entered into an arm's length lease agreement under which we lease 25,000 square feet of office space in our Lubbock, Texas, office facility to a company co-owned by a former member of our board of directors. The lease agreement, which commenced on April 1, 2023, and amended on April 8th, 2024, has an initial term of five years with a pro-rata base rent of $25,000 per month until December 1, 2023, and a base rent of $58,000 per month thereafter. We recognized rental income of $167,000 and $348,000 under this lease for the three and six months ended June 30, 2024, respectively, and $75,000 for the six months ended June 30, 2023.
(17)    Commitments and Contingencies
Litigation
During the first quarter of 2022, we received a notice of termination for convenience under a contractual arrangement with a state government client. Upon receipt of the termination notice, we ceased performing services under the contractual arrangement and sought payment of contractually owed fees of approximately $15 million in connection with the termination for convenience.
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The client was unresponsive to our outreach for several months, and on August 23, 2022, we filed a lawsuit to enforce our rights and remedies under the applicable contractual arrangement. The client subsequently asked us to negotiate directly with the client to attempt to resolve the dispute. The negotiations were not successful, and on March 20, 2024, we reinitiated our lawsuit. Although we believe our products and services were delivered in accordance with the terms of our contract and that we are entitled to payment in connection with the termination for convenience, at this time the matter remains unresolved. We can provide no assurances that we will not incur additional costs as we pursue our rights and remedies under the contract.
Purchase Commitments
We have contractual obligations for third-party technology used in our solutions and for other services that we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of June 30, 2024, the remaining aggregate minimum purchase commitment under these arrangements was approximately $682.1 million through 2031.
(18)    Subsequent Events
There have been no material events or transactions that occurred subsequent to June 30, 2024.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical in nature and typically address future or anticipated events, trends, expectations or beliefs with respect to our financial condition, results of operations or business. Forward-looking statements often contain words such as “believes,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates,” “plans,” “intends,” “continues,” “may,” “will,” “should,” “projects,” “might,” “could” or other similar words or phrases. Similarly, statements that describe our business strategy, outlook, objectives, plans, intentions or goals also are forward-looking statements. We believe there is a reasonable basis for our forward-looking statements, but they are inherently subject to risks and uncertainties and actual results could differ materially from the expectations and beliefs reflected in the forward-looking statements. We presently consider the following to be among the important factors that could cause actual results to differ materially from our expectations and beliefs: (1) changes in the budgets or regulatory environments of our clients, primarily local and state governments, that could negatively impact information technology spending; (2) disruption to our business and harm to our competitive position resulting from cyber-attacks, security vulnerabilities and software updates; (3) our ability to protect client information from security breaches and provide uninterrupted operations of data centers; (4) our ability to achieve growth or operational synergies through the integration of acquired businesses, while avoiding unanticipated costs and disruptions to existing operations; (5) material portions of our business require the Internet infrastructure to be adequately maintained; (6) our ability to achieve our financial forecasts due to various factors, including project delays by our clients, reductions in transaction size, fewer transactions, delays in delivery of new products or releases or a decline in our renewal rates for service agreements; (7) general economic, political and market conditions, including continued inflation and rising interest rates; (8) technological and market risks associated with the development of new products or services or of new versions of existing or acquired products or services; (9) competition in the industry in which we conduct business and the impact of competition on pricing, client retention and pressure for new products or services; (10) the ability to attract and retain qualified personnel and dealing with rising labor costs, the loss or retirement of key members of management or other key personnel; and (11) costs of compliance and any failure to comply with government and stock exchange regulations. These factors and other risks that affect our business are described in Item 1A, “Risk Factors”. We expressly disclaim any obligation to publicly update or revise our forward-looking statements.
GENERAL
We provide integrated information management solutions and services for the public sector. We develop and market a broad line of software products and services to address the IT needs of public sector entities. We provide subscription-based services such as software as a service (“SaaS”) and transaction-based services primarily related to digital government services and payment processing. In addition, we provide professional IT services to our clients, including software and hardware installation, data conversion, training, and for certain clients, product modifications, along with continuing maintenance and support for clients using our systems. Additionally, we provide property appraisal services for taxing jurisdictions.
We report our results in two reportable segments. Business units that have met the aggregation criteria have been combined into our two reportable segments. The Enterprise Software (“ES”) reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: public administration solutions; courts and public safety solutions; education solutions; and property and recording solutions. The Platform Technologies (“PT”) reportable segment provides public sector entities with platform and transformative solutions including digital solutions, payment processing, streamlined data processing, and improved operations and workflows.
We evaluate performance based on several factors. The primary financial measure is business segment operating income. We define segment operating income for our business units as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes. Segment operating income includes intercompany transactions. The majority of our intercompany transactions relate to contracts involving more than one business unit and are valued based on the contractual arrangement. Corporate segment operating loss primarily consists of compensation costs for the executive management team, certain shared services staff, and share-based compensation expense for the entire company. Corporate segment operating loss also includes revenues and expenses related to a Company-wide user conference.
See Note 3, “Segment and Related Information,” in the notes to the financial statements for additional information.
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Recent Acquisitions
2024
We did not complete any acquisitions during the six months ended June 30, 2024.
2023
On October 31, 2023, we acquired Resource Exploration, Inc. (“ResourceX”), a leading provider of budgeting software to the public sector. Also on October 31, 2023, we acquired ARInspect, Inc. (“ARInspect”), a leading provider of AI-powered machine learning solutions for public sector field operations. On August 8, 2023, we acquired Computing System Innovations, LLC (“CSI”), a leading provider of artificial intelligence automation, redaction, and indexing solution for courts, recorders, attorneys, and others. The actual operating results of CSI and ResourceX are included in the operating results of the ES segment from their respective dates of acquisition. The operating results of ARInspect are included in the operating results of the PT segment since the date of acquisition.
Operating Results
For the three and six months ended June 30, 2024, total revenues increased 7% and 8%, respectively, compared to the prior period primarily due to an increase in subscription revenue. Revenues from recent acquisitions contributed $3.8 million, or 1%, and $6.8 million, or 1%, to the total revenue increase for the three and six months ended June 30, 2024, respectively, compared to the prior period.
Subscriptions revenue grew 12% for both the three and six months ended June 30, 2024, respectively, compared to the prior period, primarily due to an ongoing shift toward SaaS arrangements for both new and existing clients, along with growth in certain transaction-based revenues. Subscription revenues from recent acquisitions contributed $1.4 million, or 0.5%, and $2.5 million, or 0.4%, to the increase for the three and six months ended June 30, 2024, respectively.
Our backlog as of June 30, 2024, was $2.09 billion, a 10% increase compared to June 30, 2023.
Our total employee count increased to 7,360 as of June 30, 2024, including 68 employees who joined us through acquisitions completed since June 30, 2023, from 7,247 as of June 30, 2023.
Annualized Recurring Revenues
Subscriptions and maintenance are considered recurring revenue sources. Annualized recurring revenues (ARR) are calculated by annualizing the current quarter’s recurring revenues from maintenance and subscriptions as reported in our statement of income. Management believes ARR is an indicator of the annual run rate of our recurring revenues, as well as a measure of the effectiveness of the strategies we deploy to drive revenue growth over time. ARR is a metric we believe is widely used by companies in the technology sector and by investors, which we believe offers insight to the stability of our maintenance and subscription revenues to be recognized within the year, which are considered recurring in nature, with some seasonality.
Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. Transaction-based revenues are historically highest in the second quarter, which coincides with peak outdoor recreation seasons and statutory filing deadlines in many jurisdictions, and lowest in the fourth quarter due to fewer business days and lower transaction volumes around holidays. Because ARR is an annualized revenue amount, the metric can fluctuate from quarter to quarter due to this seasonality.
ARR was $1.80 billion and $1.66 billion as of June 30, 2024, and 2023, respectively. ARR increased 8% compared to the prior period primarily due to an increase in subscriptions revenue resulting from an ongoing shift toward SaaS arrangements for both new and existing clients.
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements. These condensed consolidated financial statements have been prepared following the requirements of GAAP for the interim period and require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, potential impairment of intangible assets and goodwill, and share-based compensation expense. As these are condensed financial statements, one should also read expanded information about our critical accounting policies and estimates provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting policies and estimates from the information provided in our Form 10-K for the year ended December 31, 2023.
ANALYSIS OF RESULTS OF OPERATIONS
Percent of Total Revenues
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenues:
Subscriptions61.7 %59.1 %61.4 %59.2 %
Maintenance21.3 23.1 22.1 23.7 
Professional services13.3 13.2 13.0 13.0 
Software licenses and royalties1.0 1.9 1.3 2.0 
Hardware and other2.7 2.7 2.2 2.1 
Total revenues100.0 100.0 100.0 100.0 
Cost of revenues:  
Subscriptions, maintenance, and professional services51.2 50.7 51.8 52.1 
Software licenses, royalties, and amortization of acquired software2.0 2.3 2.1 2.3 
Amortization of software development0.8 0.6 0.8 0.6 
Hardware and other2.0 2.2 1.5 1.7 
Sales and marketing expense7.7 7.4 7.4 7.6 
General and administrative expense13.9 15.4 14.1 15.4 
Research and development expense5.4 5.6 5.5 5.6 
Amortization of other intangibles
2.6 3.6 3.0 3.8 
Operating income14.4 12.2 13.8 10.9 
Interest expense(0.2)(1.3)(0.3)(1.4)
Other income, net0.3 0.1 0.4 0.2 
Income before income taxes14.5 11.0 13.9 9.7 
Income tax provision
2.0 1.4 2.2 1.5 
Net income12.5 %9.6 %11.7 %8.2 %
Revenues
Subscriptions
The following table sets forth a comparison of our subscriptions revenue for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
ES$191,746$154,554$37,19224%$371,772$302,968$68,80423%
PT141,936143,235(1,299)(1)275,153275,286(133)
Total subscriptions revenue$333,682$297,789$35,89312%$646,925$578,254$68,67112%
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Subscriptions revenue consists of revenue derived from our SaaS arrangements and transaction-based fees primarily related to digital government services and payment processing. We also provide electronic document filing ("e-filing") solutions for which revenue is derived from transaction fees and fixed-fee arrangements.
Subscriptions revenue grew 12% for both the three and six months ended June 30, 2024, respectively, compared to the prior period, primarily due to an ongoing shift toward SaaS arrangements, along with growth in certain transaction-based revenues. Subscription revenues from recent acquisitions contributed $1.4 million, or 0.5%, and $2.5 million, or 0.4%, to the increase for the three and six months ended June 30, 2024, respectively.
Total subscriptions revenue derived from SaaS arrangements fees was $156.0 million and $304.8 million for the three and six months ended June 30, 2024, respectively, compared to $126.6 million and $248.5 million for the three and six months ended June 30, 2023, respectively. For both the three and six months ended June 30, 2024, SaaS fees grew 23%, or $29.4 million and $56.2 million, respectively, compared to prior period. New SaaS clients as well as existing on-premises clients who converted to our SaaS model provided the majority of the subscriptions revenue increase. In the three and six months ended June 30, 2024, we added 203 and 403 new SaaS clients, respectively, and 111 and 201 existing on-premises clients, respectively, elected to convert to our SaaS model. Since June 30, 2023, we have added 720 new SaaS clients, while 372 existing on-premises clients have converted to our SaaS offerings. Our new software contract mix for the six months ended June 30, 2024, was approximately 10% perpetual software license arrangements and approximately 90% subscription-based arrangements, compared to approximately 17% perpetual software license arrangements and approximately 83% subscription-based arrangements for the six month ended June 30, 2023.
Total subscriptions revenue derived from transaction-based fees was $177.7 million and $342.2 million for the three and six months ended June 30, 2024, respectively, compared to $171.2 million and $329.7 million for the three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2024, transaction-based fees for both periods grew 4% or $6.5 million and $12.4 million, respectively, compared to prior period. Contributing to the growth in transaction-based fees for the three and six months ended June 30, 2024, are the new transaction customers and volume increases from online payments and e-filing services, as well as the impact of transaction-based fees from recent acquisitions of $1.4 million and $2.5 million, respectively, compared to prior period. These increases compared to prior period are partially offset by the change from the gross model to the net model for payments revenue under one of our state enterprise agreements.
Maintenance
The following table sets forth a comparison of our maintenance revenue for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
ES$109,196 $109,953 $(757)(1)%$220,378 $220,035 $343 — %
PT6,113 6,586 (473)(7)12,149 11,635 514 
Total maintenance revenue$115,309 $116,539 $(1,230)(1)%$232,527 $231,670 $857 — %
We provide maintenance and support services for our software products and certain third-party software. Maintenance revenue decreased 1% for the three months ended June 30, 2024, and was flat for the six months ended June 30, 2024, compared to the prior period. For the three and six months ended June 30, 2024, maintenance revenue declined primarily due to the impact of clients converting from on-premises license arrangements to SaaS, partially offset by maintenance price increases.
Professional services
The following table sets forth a comparison of our professional services revenue for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
ES$58,731 $55,256 $3,475 %$113,624 $106,755 $6,869 %
PT13,197 11,164 2,033 18 23,110 20,594 2,516 12 
Total professional services revenue$71,928 $66,420 $5,508 %$136,734 $127,349 $9,385 %
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Professional services revenue primarily consists of professional services billed in connection with implementing our software, converting client data, training client personnel, custom development activities, consulting, and property appraisal services. New clients who implement our software generally contract with us to provide the related professional services. Existing clients also periodically purchase additional training, consulting and minor programming services.
Professional services revenue increased 8% and 7% for the three and six months ended June 30, 2024, respectively, compared to the prior period. The increase is primarily attributable to higher new contract volume along with increased billing rates.
Software licenses and royalties
The following table sets forth a comparison of our software licenses and royalties revenue for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
ES$5,319 $9,479 $(4,160)(44)%$13,890 $17,547 $(3,657)(21)%
PT10 300 (290)(97)173 2,362 (2,189)(93)
Total software licenses and royalties revenue$5,329 $9,779 $(4,450)(46)%$14,063 $19,909 $(5,846)(29)%
Software licenses and royalties revenue decreased 46% and 29% for the three and six months ended June 30, 2024, respectively, compared to the prior period. The decrease is primarily attributed to the shift in the mix of new software contracts toward more SaaS.
Although the mix of new contracts between subscription-based and perpetual license arrangements may vary from quarter to quarter and year to year, we expect that software license revenues will continue to decline as we shift our model away from perpetual licenses to SaaS. Subscription-based arrangements result in lower software license revenue in the initial year as compared to perpetual software license arrangements, but generate higher overall revenue over the term of the contract.
Cost of revenues and overall gross margin
The following table sets forth a comparison of the key components of our cost of revenues for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Subscriptions, maintenance, and professional services$277,145 $255,789 $21,356 %$546,015 $508,204 $37,811 %
Software licenses and royalties1,560 2,432 (872)(36)3,125 4,745 (1,620)(34)
Amortization of software development4,484 2,896 1,588 55 8,847 5,485 3,362 61 
Amortization of acquired software9,240 8,924 316 18,479 17,844 635 
Hardware and other10,731 11,061 (330)(3)15,387 16,841 (1,454)(9)
Total cost of revenues$303,160 $281,102 $22,058 %$591,853 $553,119 $38,734 %
Subscriptions, maintenance, and professional services. Cost of subscriptions, maintenance and professional services primarily consist of personnel costs related to installation of our software, conversion of client data, training client personnel and support activities, including enhancing existing solutions, and various other services such as custom development, ongoing operation of SaaS, property appraisal outsourcing activities, digital government services, and other transaction-based services such as e-filing. Other costs included are interchange fees required to process credit/debit card transactions and bank fees to process automated clearinghouse transactions related to our payments business.
The cost of subscriptions, maintenance, and professional services for the three and six months ended June 30, 2024, increased $21.4 million, or 8%, and $37.8 million, or 7%, respectively, compared to the prior period. The impact from recent acquisitions was $2.2 million and $3.7 million for the three and six months ended June 30, 2024, respectively. The remaining subscriptions, maintenance and professional services expenses increased 7% for both the three and six months ended June 30, 2024, respectively, due to increased hosting costs as we expand our SaaS client base and transition from our proprietary data centers to the public cloud, together with higher personnel costs. Our professional services staff grew by 74 employees since June 30, 2023, as we increased hiring to ensure that we are well-positioned to deliver our current backlog and anticipated new business. The increases were partially off set by the change from the gross model to the net model for payments revenue under one of our state enterprise agreements.
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Software licenses and royalties. Costs of software licenses and royalties primarily consist of direct third-party software costs. We do not have any direct costs associated with royalties.
The cost of software licenses and royalties for the three and six months ended June 30, 2024, decreased $0.9 million, or 36%, and $1.6 million, or 34%, respectively, compared to the prior period due to lower third-party software costs.
Amortization of software development. Software development costs included in cost of revenues primarily consist of personnel costs. We begin to amortize capitalized costs when a product is available for general release to customers. Amortization expense is determined on a product-by-product basis at a rate not less than straight-line basis over the software’s remaining estimated economic life of, generally, three to five years.
For the three and six months ended June 30, 2024, amortization of software development costs increased $1.6 million, or 55%, and $3.4 million, or 61.3%, respectively, compared to the prior period, and is attributable to new capitalized software development projects going into service in the past year.
Amortization of acquired software. Amortization expense related to acquired software attributed to business combinations is included with cost of revenues. The estimated useful lives of other intangibles range from five to 10 years.
For both the three and six months ended June 30, 2024, amortization of acquired software increased 4%, or $0.3 million, and $0.6 million, respectively, compared to the prior period, due to amortization of newly acquired software from recent acquisitions completed in fiscal year 2023, partially offset by assets becoming fully amortized in the fourth quarter 2023.
The following table sets forth a comparison of overall gross margin for the periods presented as of June 30:
Three Months EndedSix Months Ended
20242023Change20242023Change
Overall gross margin44.0 %44.3 %(0.3)%43.8 %43.3 %0.5 %
Overall Gross Margin. For the three and six months ended June 30, 2024, our overall gross margin decreased 0.3% and increased 0.5%, respectively, compared to the prior period. For the three months ended June 30, 2024, the decline in the overall gross margin compared to prior period is attributed to lower revenue from software licenses and maintenance, higher software development amortization expense, higher personnel costs. For the six months ended June 30, 2024, the increase in overall gross margin compared to the prior period is attributed to a higher revenue mix for subscription revenues compared to the prior period, resulting in an increase in incremental margin related to software services, maintenance and subscriptions.
Sales and marketing expense
Sales and marketing (“S&M”) expense consists primarily of salaries, employee benefits, travel, share-based compensation expense, commissions and related overhead costs for sales and marketing employees, as well as professional fees, trade show activities, advertising costs and other marketing costs. The following table sets forth a comparison of our S&M expense for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Sales and marketing expense$41,565 $37,103 $4,462 12 %$77,992 $74,206 $3,786 %
S&M expense as a percentage of revenues was 7.7% and 7.4%, respectively, for the three and six months ended June 30, 2024, compared to 7.4% and 7.6%, for the three and six months ended June 30, 2023, respectively. For the three and six months ended June 30, 2024, S&M expense increased approximately 12% and 5%, compared to the prior period. The increase in S&M expense is primarily attributed to higher bonus and commission expenses.
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General and administrative expense
General and administrative (“G&A”) expense consists primarily of personnel salaries and share-based compensation expense for general corporate functions, including senior management, finance, accounting, legal, human resources and corporate development, as well as third-party professional fees, travel-related expenses, insurance, allocation of depreciation, facilities and IT support costs, amortization of software development for internal use, acquisition-related expenses and other administrative expenses. The following table sets forth a comparison of our G&A expense for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
General and administrative expense$75,420 $77,681 $(2,261)(3)%$148,130 $150,041 $(1,911)(1)%
G&A expense as a percentage of revenue was 13.9% and 14.1%, respectively, for the three and six months ended June 30, 2024, compared to 15.4% for both the three and six months ended June 30, 2023. G&A expense decreased 3% and 1% for the three and six months ended June 30, 2024, respectively, compared to the prior period. For the three months ended June 30, 2024, the decrease in G&A expense, compared to prior period, is primarily attributed to lower facilities costs from lease restructuring along with lower depreciation expense. For the six months ended June 30, 2024, the decline in G&A expense is primarily attributed to lower facilities costs from lease restructuring, offset by an increase in software and other IT support costs.
Research and development expense
Research and development expense consists primarily of salaries, employee benefits and related overhead costs associated with new product development. Research and development expense consists mainly of costs associated with development of new products and technologies.
The following table sets forth a comparison of our research and development expense for the three and six months ended June 30 ($ in thousands):
 Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Research and development expense$28,951 $28,153 $798 %$58,384 $55,139 $3,245 %
Research and development expense increased 3% and 6%, respectively, for the three and six months ended June 30, 2024, compared to the prior period, mainly due to a number of product development initiatives shifting from capitalized development projects to projects that are expensed to research and development.
Amortization of other intangibles
Other intangibles represents the portion of purchase price allocated to the identified intangible assets for customer-related intangibles, trade names and leases acquired. The remaining excess purchase price is allocated to goodwill that is not subject to amortization. Amortization expense related to acquired software is included with cost of revenues, while amortization expense of customer related intangibles, trade name, and leases acquired is recorded as operating expense. The estimated useful lives of other intangibles range from one to 25 years. The following table sets forth a comparison of amortization of other intangibles for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Amortization of other intangibles$13,845 $18,366 $(4,521)(25)%$31,963 $36,774 $(4,811)(13)%
For the three and six months ended June 30, 2024, amortization of other intangibles decreased compared to the prior period due to the impact of certain trade name intangible assets becoming fully amortized as a result of accelerated amortization expense in the fourth quarter of 2023 and partially in 2024.
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Interest expense
The following table sets forth a comparison of our interest expense for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Interest expense$(1,253)$(6,387)$5,134 (80)%$(3,437)$(14,071)$10,634 (76)%
Interest expense is comprised of interest expense and non-usage and other fees associated with our borrowings. The change in interest expense in the three and six months ended June 30, 2024, compared to the prior period is primarily attributable to lower interest incurred as a result of our repayment of the Term Loans.
Other income, net
The following table sets forth a comparison of our other income, net, for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Other income, net$1,883 $643 $1,240 193 %$3,728 $1,889 $1,839 97 %
Other income, net, is primarily comprised of interest income from invested cash. The change in other income, net, in the three and six months ended June 30, 2024, compared to the prior period is due to increased interest income generated from higher invested cash balances and higher interest rates in 2024 compared to 2023.
Income tax provision
The following table sets forth a comparison of our income tax provision for the three and six months ended June 30 ($ in thousands):
Three Months EndedChangeSix Months EndedChange
20242023$%20242023$%
Income tax provision
$10,927 $7,000 $3,927 56 %$23,396 $14,667 $8,729 60%
Effective income tax rate13.9 %12.5 %  16.1 %15.5 %
The increase in the effective tax rate for the three and six months ended June 30, 2024, as compared to the prior period, is due to a decrease in research tax credits offset by a decrease in liabilities for uncertain tax positions and non-deductible business expenses and an increase in excess tax benefits related to stock incentive awards in the current year.
The effective income tax rates for the periods presented are different from the statutory United States federal income tax rate of 21% primarily due to research tax credits and excess tax benefits related to stock incentive awards, offset by state income taxes, liabilities for uncertain tax positions, and non-deductible business expenses.
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FINANCIAL CONDITION AND LIQUIDITY
As of June 30, 2024, we had cash and cash equivalents of $250.7 million, compared to $165.5 million as of December 31, 2023. We also had $11.2 million invested in investment grade corporate bonds, municipal bonds and asset-backed securities as of June 30, 2024. These investments have varying maturity dates through 2027 and are held as available-for-sale. We believe our cash on hand, cash from operating activities, availability under our revolving line of credit, and access to the capital markets provide us with sufficient flexibility to meet our long-term financial needs.
The following table sets forth a summary of cash flows for the six months ended June 30:
20242023
Cash flows provided (used) by:
Operating activities$136,143 $55,525 
Investing activities(25,273)(492)
Financing activities(25,641)(110,126)
Net increase (decrease) in cash and cash equivalents$85,229 $(55,093)
Net cash provided by operating activities continues to be our primary source of funds to finance operating needs and capital expenditures. Other potential capital resources include cash on hand, public and private issuances of debt or equity securities, and bank borrowings. It is possible that our ability to access the capital and credit markets in the future may be limited by economic conditions or other factors. We believe that our cash on hand, cash provided by operating activities, and available credit are sufficient to fund our working capital requirements and capital expenditures for at least the next twelve months.
For the six months ended June 30, 2024, operating activities provided cash of $136.1 million. Operating activities that provided cash were primarily comprised of net income of $121.9 million, non-cash depreciation and amortization charges of $74.2 million, non-cash share-based compensation expense of $57.3 million, and non-cash amortization of operating lease right-of-use assets of $4.9 million. Changes in working capital, excluding cash, decreased cash provided by operating activities by approximately $122.3 million, mainly due to higher accounts receivable. We have higher accounts receivable because our annual maintenance billing cycle peaks in the second quarter, in addition to timing of payments to and receipts from our government partners, timing of prepaid expenses, and deferred taxes associated with stock option activity during the period. These decreases were offset by an increase in deferred revenue during the period and an increase of income tax payable due to the timing of payments. In general, changes in deferred revenue are cyclical and primarily driven by the timing of our maintenance and subscription renewal billings. Our renewal dates occur throughout the year, but our largest maintenance billing cycles occur in the second and fourth quarters. Subscription renewals are billed throughout the year.
Investing activities used cash of approximately $25.3 million in the six months ended June 30, 2024. We received $6.4 million in proceeds from investment grade corporate bonds, municipal bonds and asset-backed securities. Approximately $16.5 million of software development costs were capitalized. Approximately $13.9 million was invested in property and equipment, including $7.0 million related to real estate. The remaining additions were for computer equipment and furniture and fixtures in support of growth. We also paid $1.3 million for working capital holdbacks related to acquisitions completed in 2023.
Financing activities used cash of $25.6 million in the six months ended June 30, 2024, which is attributable to repayment of $50.0 million of term debt, partially offset by $15.9 million in payments received from stock option exercises, net of withheld shares for taxes upon equity awards settlement and $8.5 million in contributions from employee stock purchase plan activity.
In February 2019, our board of directors authorized the repurchase of 1.5 million shares of our common stock. The repurchase program, which was approved by our board of directors, was originally announced in October 2002 and was amended at various times from 2003 through 2019. As of July 31, 2024, we have authorization from our board of directors to repurchase up to 2.2 million additional shares of our common stock. Our share repurchase program allows us to repurchase shares at our discretion. Market conditions influence the timing of the buybacks and the number of shares repurchased, as well as the volume of employee stock option exercises. Share repurchases are generally funded using our existing cash balances and borrowings under our credit facility, and may occur through open market purchases and transactions structured through investment banking institutions, privately negotiated transactions and/or other mechanisms. There is no expiration date specified for the authorization.
As of June 30, 2024, we had $600.0 million in outstanding principal for the Convertible Senior Notes due 2026.
We repaid all amounts due under the Term Loans and have no outstanding borrowings under the 2021 Revolving Credit Facility, with an available borrowing capacity of $500.0 million as of June 30, 2024.
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In the six months ended June 30, 2024, and 2023, we paid interest of $1.9 million and $12.3 million, respectively. See Note 8, “Debt,” to the condensed consolidated financial statements for discussions of the Convertible Senior Notes and the Amended 2021 Credit Agreement.
We made income tax payments, net of refunds, of $39.1 million and $92.9 million in the six months ended June 30, 2024, and 2023, respectively. In the six months ended June 30, 2024, stock option exercise activity generated net tax benefits of $9.8 million and reduced tax payments accordingly, as compared to $5.2 million in the same period in 2023.
We anticipate that 2024 capital spending will be between $50.0 million and $52.0 million, including approximately $33.0 million of software development. We expect the majority of the other capital spending will consist of computer equipment and software for infrastructure replacements and expansion. Capital spending and cash tax payments are expected to be funded from existing cash balances and cash flows from operations.
We lease office facilities, transportation, and other equipment for use in our operations. Most of our leases are non-cancelable operating lease agreements with remaining terms of one to 10 years. Some of these leases include options to extend for up to six years.
Other than the accelerated repayment of $50.0 million of the Term Loans under the amended 2021 Credit Agreement, there were no material changes to our future minimum contractual obligations since December 31, 2023, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 21, 2024. Our estimated future obligations consist of debt, uncertain tax positions, leases, and purchase commitments as of June 30, 2024. Refer to Note 8, “Debt,” Note 12, “Income Tax,” Note 15, “Leases,” and Note 17, “Commitment and Contingencies,” to the condensed consolidated financial statements for related discussions.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may affect us due to adverse changes in financial market prices and interest rates.
During the six months ended June 30, 2024, the effective interest rate for our borrowings was 8.66%. In accordance with our amended 2021 Credit Agreement, the borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at a per annum rate of either (1) the Administrative Agent’s prime commercial lending rate plus a margin of 0.125% to 0.75% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month SOFR rate plus a margin of 1.125% to 1.75%.
As of June 30, 2024, we had no outstanding borrowings under the amended 2021 Credit Agreement and therefore are not subject to any interest risk.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act) designed to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosures. Management, with the participation of the chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024. Based on this evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of June 30, 2024.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II. OTHER INFORMATION
ITEM 1. Legal Proceedings
During the first quarter of 2022, we received a notice of termination for convenience under a contractual arrangement with a state government client. Upon receipt of the termination notice, we ceased performing services under the contractual arrangement and sought payment of contractually owed fees of approximately $15 million in connection with the termination for convenience.
The client was unresponsive to our outreach for several months, and on August 23, 2022, we filed a lawsuit to enforce our rights and remedies under the applicable contractual arrangement. The client subsequently asked us to negotiate directly with the client to attempt to resolve the dispute. The negotiations were not successful, and on March 20, 2024, we reinitiated our lawsuit. Although we believe our products and services were delivered in accordance with the terms of our contract and that we are entitled to payment in connection with the termination for convenience, at this time the matter remains unresolved. We can provide no assurances that we will not incur additional costs as we pursue our rights and remedies under the contract.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, one should carefully consider the discussion of various risks and uncertainties contained in Part I, “Item 1A. Risk Factors” in our 2023 Annual Report on Form 10-K. We believe those risk factors are the most relevant to our business and could cause our results to differ materially from the forward-looking statements made by us. Please note, however, that those are not the only risk factors facing us. Additional risks that we do not consider material, or of which we are not currently aware, may also have an adverse impact on us. Our business, financial condition and results of operations could be seriously harmed if any of these risks or uncertainties actually occurs or materializes. In that event, the market price for our common stock could decline, and our shareholders may lose all or part of their investment. During the six months ended June 30, 2024, there were no material changes in the information regarding risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Mine Safety Disclosures
None
ITEM 5. Other Information
(c) Trading Plans
None

37


ITEM 6. Exhibits
Exhibit 101.INS  Inline XBRL Instance Document - the Instance Document does not appear in the interactive data file because its XBRL tags, including Cover Page XBRL tags, are embedded within the Inline XBRL Document.
Exhibit 101.SCH  Inline XBRL Taxonomy Extension Schema Document.
Exhibit 101.CAL  Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Exhibit 101.LAB  Inline XBRL Extension Labels Linkbase Document.
Exhibit 101.DEF  Inline XBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 101.PRE  Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*File herewith
38


    SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 TYLER TECHNOLOGIES, INC.
 
By:
 
/s/ Brian K. Miller
 Brian K. Miller
 Executive Vice President and Chief Financial Officer
 (principal financial officer and an authorized signatory)
Date: July 31, 2024
39

Exhibit 31.1
CERTIFICATIONS
I, H. Lynn Moore, Jr., certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tyler Technologies, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over our financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for registrant and have:
    
a.Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its divisions, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (The registrant’s first quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
 
Date: July 31, 2024 By:/s/ H. Lynn Moore, Jr. 
   H. Lynn Moore, Jr.
   President and Chief Executive Officer
 
 



Exhibit 31.2
CERTIFICATIONS
I, Brian K. Miller, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Tyler Technologies, Inc.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over our financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for registrant and have:
    
a.Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its divisions, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (The registrant’s first quarter in the case of this quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
 
 
 
Date: July 31, 2024 By:/s/ Brian K. Miller 
   Brian K. Miller
Executive Vice President and Chief Financial Officer




Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
H. Lynn Moore, Jr., President and Chief Executive Officer of Tyler Technologies, Inc., (the “Company”) and Brian K. Miller, Executive Vice President and Chief Financial Officer of the Company, each certify pursuant to section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
1.    The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and
2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 31, 2024 By: /s/ H. Lynn Moore, Jr. 
    H. Lynn Moore, Jr.
    President and Chief Executive Officer
Date: July 31, 2024 By: /s/ Brian K. Miller 
    Brian K. Miller
    Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Tyler Technologies, Inc. and will be retained by Tyler Technologies, Inc. and furnished to the Securities and Exchange Commission upon request.
 


v3.24.2
Cover Page - shares
6 Months Ended
Jun. 30, 2024
Jul. 29, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 1-10485  
Entity Registrant Name TYLER TECHNOLOGIES, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 75-2303920  
Entity Address, Address Line One 5101 TENNYSON PARKWAY  
Entity Address, City or Town PLANO  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75024  
City Area Code 972  
Local Phone Number 713-3700  
Title of 12(b) Security COMMON STOCK, $0.01 PAR VALUE  
Trading Symbol TYL  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   42,672,664
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0000860731  
Current Fiscal Year End Date --12-31  
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Revenues:        
Total revenues $ 540,976 $ 504,279 $ 1,053,335 $ 976,133
Cost of revenues:        
Total cost of revenues 303,160 281,102 591,853 553,119
Gross profit 237,816 223,177 461,482 423,014
Sales and marketing expense 41,565 37,103 77,992 74,206
General and administrative expense 75,420 77,681 148,130 150,041
Research and development expense 28,951 28,153 58,384 55,139
Amortization of other intangibles 13,845 18,366 31,963 36,774
Operating income 78,035 61,874 145,013 106,854
Interest expense (1,253) (6,387) (3,437) (14,071)
Other income, net 1,883 643 3,728 1,889
Income before income taxes 78,665 56,130 145,304 94,672
Income tax provision 10,927 7,000 23,396 14,667
Net income $ 67,738 $ 49,130 $ 121,908 $ 80,005
Earnings per common share:        
Basic (in usd per share) $ 1.59 $ 1.17 $ 2.87 $ 1.91
Diluted (in usd per share) $ 1.57 $ 1.15 $ 2.82 $ 1.87
Subscriptions        
Revenues:        
Total revenues $ 333,682 $ 297,789 $ 646,925 $ 578,254
Maintenance        
Revenues:        
Total revenues 115,309 116,539 232,527 231,670
Professional services        
Revenues:        
Total revenues 71,928 66,420 136,734 127,349
Software licenses and royalties        
Revenues:        
Total revenues 5,329 9,779 14,063 19,909
Cost of revenues:        
Total cost of revenues 1,560 2,432 3,125 4,745
Hardware and other        
Revenues:        
Total revenues 14,728 13,752 23,086 18,951
Cost of revenues:        
Total cost of revenues 10,731 11,061 15,387 16,841
Subscriptions, maintenance, and professional services        
Cost of revenues:        
Total cost of revenues 277,145 255,789 546,015 508,204
Amortization of software development        
Cost of revenues:        
Total cost of revenues 4,484 2,896 8,847 5,485
Amortization of acquired software        
Cost of revenues:        
Total cost of revenues $ 9,240 $ 8,924 $ 18,479 $ 17,844
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 67,738 $ 49,130 $ 121,908 $ 80,005
Securities available-for-sale and transferred securities:        
Change in net unrealized holding gain (loss) on available for sale securities during the period 55 (36) 108 58
Reclassification adjustment for net loss on sale of available for sale securities, included in net income 0 1 0 1
Other comprehensive income (loss), net of tax 55 (35) 108 59
Comprehensive income $ 67,793 $ 49,095 $ 122,016 $ 80,064
v3.24.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 250,722 $ 165,493
Accounts receivable (less allowance for losses and sales adjustments of $21,075 in 2024 and $22,829 in 2023) 700,825 619,704
Short-term investments 7,288 10,385
Prepaid expenses 76,726 54,700
Other current assets 6,771 10,303
Total current assets 1,042,332 860,585
Accounts receivable, long-term 7,928 8,988
Operating lease right-of-use assets 36,647 39,039
Property and equipment, net 167,635 169,720
Other assets:    
Software development costs, net 74,069 67,124
Goodwill 2,531,899 2,532,109
Other intangibles, net 878,272 928,870
Non-current investments 3,879 7,046
Other non-current assets 76,818 63,182
Total assets 4,819,479 4,676,663
Current liabilities:    
Accounts payable 150,444 146,339
Accrued liabilities 153,032 158,558
Operating lease liabilities 11,179 11,060
Current income tax payable 20,375 2,466
Deferred revenue 652,302 632,914
Current portion of term loans 0 49,801
Total current liabilities 987,332 1,001,138
Convertible senior notes due 2026, net 597,069 596,206
Deferred revenue, long-term 0 291
Deferred income taxes 41,584 78,590
Operating lease liabilities, long-term 35,624 39,822
Other long-term liabilities 25,762 22,621
Total liabilities 1,687,371 1,738,668
Commitments and contingencies 0 0
Shareholders' equity:    
Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued 0 0
Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued and outstanding as of June 30, 2024 and December 31, 2023 481 481
Additional paid-in capital 1,425,536 1,354,787
Accumulated other comprehensive loss, net of tax (218) (326)
Retained earnings 1,725,681 1,603,773
Treasury stock, at cost; 5,523,783 and 5,858,476 shares in 2024 and 2023, respectively (19,372) (20,720)
Total shareholders' equity 3,132,108 2,937,995
Total liabilities and shareholders' equity $ 4,819,479 $ 4,676,663
v3.24.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 21,075 $ 22,829
Preferred stock, par value (in usd per share) $ 10.00 $ 10.00
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 48,147,969 48,147,969
Common stock, shares outstanding (in shares) 48,147,969 48,147,969
Treasury stock (in shares) 5,523,783 5,858,476
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net income $ 121,908 $ 80,005
Adjustments to reconcile net income to cash provided by operating activities:    
Depreciation and amortization 74,236 75,748
Gains (losses) from sale of investments (1) 2
Share-based compensation expense 57,273 53,924
Change in fair value in available-for-sale investments 0 0
Amortization of operating lease right-of-use assets 4,865 6,569
Deferred income tax benefit (36,807) (39,665)
Other 190 445
Changes in operating assets and liabilities, exclusive of effects of acquired companies:    
Accounts receivable (89,785) (51,508)
Income tax payable 17,909 (41,762)
Prepaid expenses and other current assets (32,586) (20,122)
Accounts payable 4,136 13,721
Operating lease liabilities (6,426) (5,324)
Accrued liabilities (1,173) (15,083)
Deferred revenue 19,263 (3,571)
Other long-term liabilities 3,141 2,146
Net cash provided by operating activities 136,143 55,525
Cash flows from investing activities:    
Additions to property and equipment (13,850) (6,370)
Purchase of marketable security investments 0 (10,617)
Proceeds and maturities from marketable security investments 6,351 37,107
Investment in software development (16,493) (18,753)
Cost of acquisitions, net of cash acquired (1,302) (1,875)
Other 21 16
Net cash used by investing activities (25,273) (492)
Cash flows from financing activities:    
Payment on term loans (50,000) (120,000)
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement 15,885 2,123
Contributions from employee stock purchase plan 8,474 7,751
Net cash used by financing activities (25,641) (110,126)
Net increase (decrease) in cash and cash equivalents 85,229 (55,093)
Cash and cash equivalents at beginning of period 165,493 173,857
Cash and cash equivalents at end of period 250,722 118,764
Supplemental cash flow information:    
Cash paid for interest 1,930 12,286
Cash paid for income taxes, net 39,062 92,933
Non-cash investing and financing activities:    
Non-cash additions to property and equipment $ 45 $ 368
v3.24.2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Treasury Stock
Balance (in shares) at Dec. 31, 2022   48,148,000        
Balance at Dec. 31, 2022 $ 2,624,389 $ 481 $ 1,209,725 $ (844) $ 1,437,854 $ (22,827)
Balance (in shares) at Dec. 31, 2022           (6,365,000)
Increase (Decrease) in Stockholders' Equity            
Net income 80,005       80,005  
Other comprehensive income (loss), net of tax 59     59    
Exercise of stock options and vesting of restricted stock units 20,867   1,023     $ 19,844
Exercise of stock options and vesting of restricted stock units (in shares)           309,000
Employee taxes paid for withheld shares upon equity award settlement (18,744)         $ (18,744)
Employee taxes paid for withheld shares upon equity award settlement (in shares)           (52,000)
Stock compensation 53,924   53,924      
Issuance of shares pursuant to employee stock purchase plan 7,751   7,643     $ 108
Issuance of shares pursuant to employee stock purchase plan (in shares)           27,000
Balance (in shares) at Jun. 30, 2023   48,148,000        
Balance at Jun. 30, 2023 2,768,251 $ 481 1,272,315 (785) 1,517,859 $ (21,619)
Balance (in shares) at Jun. 30, 2023           (6,081,000)
Balance (in shares) at Mar. 31, 2023   48,148,000        
Balance at Mar. 31, 2023 2,686,133 $ 481 1,239,945 (750) 1,468,729 $ (22,272)
Balance (in shares) at Mar. 31, 2023           (6,244,000)
Increase (Decrease) in Stockholders' Equity            
Net income 49,130       49,130  
Other comprehensive income (loss), net of tax (35)     (35)    
Exercise of stock options and vesting of restricted stock units 12,734   1,692     $ 11,042
Exercise of stock options and vesting of restricted stock units (in shares)           173,000
Employee taxes paid for withheld shares upon equity award settlement (10,452)         $ (10,452)
Employee taxes paid for withheld shares upon equity award settlement (in shares)           (26,000)
Stock compensation 26,028   26,028      
Issuance of shares pursuant to employee stock purchase plan 4,713   4,650     $ 63
Issuance of shares pursuant to employee stock purchase plan (in shares)           16,000
Balance (in shares) at Jun. 30, 2023   48,148,000        
Balance at Jun. 30, 2023 $ 2,768,251 $ 481 1,272,315 (785) 1,517,859 $ (21,619)
Balance (in shares) at Jun. 30, 2023           (6,081,000)
Balance (in shares) at Dec. 31, 2023 48,147,969 48,148,000        
Balance at Dec. 31, 2023 $ 2,937,995 $ 481 1,354,787 (326) 1,603,773 $ (20,720)
Balance (in shares) at Dec. 31, 2023 (5,858,476)         (5,858,000)
Increase (Decrease) in Stockholders' Equity            
Net income $ 121,908       121,908  
Other comprehensive income (loss), net of tax 108     108    
Exercise of stock options and vesting of restricted stock units 39,341   3,430     $ 35,911
Exercise of stock options and vesting of restricted stock units (in shares)           389,000
Employee taxes paid for withheld shares upon equity award settlement (23,456)         $ (23,456)
Employee taxes paid for withheld shares upon equity award settlement (in shares)           (51,000)
Stock compensation 57,273   57,273      
Issuance of shares pursuant to employee stock purchase plan 8,474   8,379     $ 95
Issuance of shares pursuant to employee stock purchase plan (in shares)           24,000
Reimbursement of shares from escrow $ (9,535)   1,667     $ (11,202)
Reimbursement of shares from escrow (in shares)           (28,000)
Balance (in shares) at Jun. 30, 2024 48,147,969 48,148,000        
Balance at Jun. 30, 2024 $ 3,132,108 $ 481 1,425,536 (218) 1,725,681 $ (19,372)
Balance (in shares) at Jun. 30, 2024 (5,523,783)         (5,524,000)
Balance (in shares) at Mar. 31, 2024   48,148,000        
Balance at Mar. 31, 2024 $ 3,023,135 $ 481 1,385,095 (273) 1,657,943 $ (20,111)
Balance (in shares) at Mar. 31, 2024           (5,707,000)
Increase (Decrease) in Stockholders' Equity            
Net income 67,738       67,738  
Other comprehensive income (loss), net of tax 55     55    
Exercise of stock options and vesting of restricted stock units 18,101   5,168     $ 12,933
Exercise of stock options and vesting of restricted stock units (in shares)           194,000
Employee taxes paid for withheld shares upon equity award settlement (12,249)         $ (12,249)
Employee taxes paid for withheld shares upon equity award settlement (in shares)           (25,000)
Stock compensation 30,407   30,407      
Issuance of shares pursuant to employee stock purchase plan $ 4,921   4,866     $ 55
Issuance of shares pursuant to employee stock purchase plan (in shares)           14,000
Balance (in shares) at Jun. 30, 2024 48,147,969 48,148,000        
Balance at Jun. 30, 2024 $ 3,132,108 $ 481 $ 1,425,536 $ (218) $ 1,725,681 $ (19,372)
Balance (in shares) at Jun. 30, 2024 (5,523,783)         (5,524,000)
v3.24.2
Basis of Presentation
6 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
We prepared the accompanying condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States, or GAAP, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted for interim periods. Balance sheet amounts are as of June 30, 2024, and December 31, 2023, and operating result amounts are for the three and six months ended June 30, 2024, and 2023, respectively, and include all normal and recurring adjustments that we considered necessary for the fair summarized presentation of our financial position and operating results. As these are condensed financial statements, one should also read the financial statements and notes included in our latest Form 10-K for the year ended December 31, 2023. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. Certain amounts for previous years have been reclassified to conform to the current year presentation.
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all components of net income (loss) and other comprehensive income (loss). During the three and six months ended June 30, 2024, we had approximately $55,000 and $108,000 of other comprehensive income, net of taxes, from our available-for-sale investment holdings and $35,000 of other comprehensive loss and $59,000 of other comprehensive income, net of taxes, from our available-for-sale investment holdings during the three and six months ended June 30, 2023.
v3.24.2
Accounting Standards and Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Accounting Standards and Significant Accounting Policies Accounting Standards and Significant Accounting Policies
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024, that have had a material impact on our condensed consolidated financial statements and related notes. See Recently Adopted Accounting Pronouncements below.
REVENUE RECOGNITION
Nature of Products and Services
We earn the majority of our revenues from subscription-based services and post-contract customer support (“PCS” or “maintenance”). Other sources of revenue are professional services, software licenses and royalties, and hardware and other. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, we satisfy a performance obligation
Subscription-based services consist primarily of revenues derived from software as a service (“SaaS”) arrangements and transactions from digital government services; payment processing; and electronic filing (‘‘e-filing”). We recognize SaaS arrangements ratably over the terms of the arrangements, which range from one to 10 years, but are typically for periods of generally one to three years. For professional services associated with certain SaaS arrangements, we have concluded that the services are not distinct, and we recognize the revenue ratably over the remaining contractual period once we have provided the customer access to the software. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenues, depending on whether the revenue recognition criteria have been met.
In those instances where variable consideration exists, we include in our estimates additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably, and its realization is probable. For transaction-based fees, we have the right to charge the customer an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services as invoiced based on the amount billable to the customer. In some cases, we are paid on a fixed-fee basis and recognize the revenue ratably over the contractual period.
Transaction-based fees primarily relate to digital government services and online payment services, which are sometimes offered with the assistance of third-party vendors. In general, when we are the principal in a transaction, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross revenue (amount billed to the customer) and record the net amount as revenue.
Other software arrangements with customers contain multiple performance obligations that range from software licenses; services such as installation, training, consulting, software modification and customization to meet specific customer needs; hosting; and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include professional services, such as training or installation, are evaluated to determine whether those services are highly interdependent or interrelated to the product’s functionality. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. For arrangements that involve significant production, modification, or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred or value added. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.
Revenue is recognized net of allowances for sales adjustments and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Refer to Note 4, “Disaggregation of Revenue” for further information, including the economic factors that affect the nature, amount, timing, and uncertainty of revenues and cash flows of our various revenue categories.
Contract Balances:
Accounts receivable and allowance for losses and sales adjustments
Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when invoicing occurs prior to revenue recognition. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period.
As of June 30, 2024, and December 31, 2023, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $708.8 million and $628.7 million, respectively. We have recorded unbilled receivables of $117.6 million and $119.2 million as of June 30, 2024, and December 31, 2023, respectively. Included in unbilled receivables are retention receivables of $10.3 million and $9.8 million as of June 30, 2024, and December 31, 2023, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, with the current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, with the long-term portion in the accompanying condensed consolidated balance sheets.
We maintain allowances for losses and sales adjustments, which losses are recorded against revenue at the time the loss is incurred. Because most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Consequently, we have not recorded a reserve for credit losses. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision include, but are not limited to, managing our client’s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowances for losses and sales adjustments are $21.1 million and $22.8 million as of June 30, 2024, and December 31, 2023, respectively.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
We assess goodwill for impairment annually, or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable. We begin with the qualitative assessment of the likelihood of impairment of each reporting unit. If the conclusion of this assessment is that it is more likely than not that a reporting unit's fair value is more than its carrying value, we are not required to perform a quantitative impairment test. When testing goodwill for impairment quantitatively, we first compare the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value of that reporting unit, an impairment loss is recognized. The fair values calculated in our impairment tests are determined using discounted cash flow models involving several assumptions (Level 3 inputs). The assumptions that are used are based upon what we believe a hypothetical marketplace participant would use in estimating fair value. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain.
Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty, such as weighted average cost of capital and revenue growth rates which are forward-looking and affected by expectations about future market or economic conditions. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historic or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge.
For the three and six months ended June 30, 2024, no triggering event or changes to circumstances indicated that a potential impairment had occurred.
RECENTLY PRONOUNCED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 - Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
v3.24.2
Segment and Related Information
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Segment and Related Information Segment and Related Information
We report our results in two reportable segments. Business units that have met the aggregation criteria have been combined into our two reportable segments. The Enterprise Software (“ES”) reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: public administration solutions; courts and public safety solutions; education solutions; and property and recording solutions. The Platform Technologies (“PT”) reportable segment provides public sector entities with platform and transformative solutions including digital solutions, payment processing, streamlined data processing, and improved operations and workflows.
We evaluate performance based on several factors. The primary financial measure is business segment operating income. We define segment operating income for our business units as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes. Segment operating income includes intercompany transactions. The majority of our intercompany transactions relate to contracts involving more than one business unit and are valued based on the contractual arrangement. Corporate segment operating loss primarily consists of compensation costs for the executive management team, certain shared services staff, and share-based compensation expense for the entire company. Corporate segment operating loss also includes revenues and expenses related to a Company-wide user conference.
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues    
Subscriptions:
SaaS$136,045 $19,933 $— $155,978 
Transaction-based fees55,701 122,003 — 177,704 
Maintenance109,196 6,113 — 115,309 
Professional services58,731 13,197 — 71,928 
Software licenses and royalties5,319 10 — 5,329 
Hardware and other7,815 — 6,913 14,728 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
Segment operating income (loss)$133,586 $34,909 $(67,375)$101,120 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$111,019 $15,579 $— $126,598 
Transaction-based fees43,535 127,656 — 171,191 
Maintenance109,953 6,586 — 116,539 
Professional services55,256 11,164 — 66,420 
Software licenses and royalties9,479 300 — 9,779 
Hardware and other6,381 — 7,371 13,752 
Intercompany6,852 — (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
Segment operating income (loss)$111,185 $38,797 $(60,818)$89,164 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$264,187 $40,575 $— $304,762 
Transaction-based fees107,585 234,578 — 342,163 
Maintenance220,378 12,149 — 232,527 
Professional services113,624 23,110 — 136,734 
Software licenses and royalties13,890 173 — 14,063 
Hardware and other16,173 — 6,913 23,086 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
Segment operating income (loss)$264,285 $63,164 $(131,994)$195,455 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$217,381 $31,132 $— $248,513 
Transaction-based fees85,587 244,154 — 329,741 
Maintenance220,035 11,635 — 231,670 
Professional services106,755 20,594 — 127,349 
Software licenses and royalties17,547 2,362 — 19,909 
Hardware and other11,580 — 7,371 18,951 
Intercompany11,935 — (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
Segment operating income (loss)$211,165 $68,335 $(118,028)$161,472 
Three Months Ended June 30,Six Months Ended June 30,
Reconciliation of reportable segment operating income to the Company's consolidated totals:2024202320242023
Total segment operating income$101,120 $89,164 $195,455 $161,472 
Amortization of acquired software(9,240)(8,924)(18,479)(17,844)
Amortization of other intangibles(13,845)(18,366)(31,963)(36,774)
Interest expense(1,253)(6,387)(3,437)(14,071)
Other income, net1,883 643 3,728 1,889 
Income before income taxes$78,665 $56,130 $145,304 $94,672 
v3.24.2
Disaggregation of Revenue
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue Disaggregation of Revenue
The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows.
Timing of Revenue Recognition
Timing of revenue recognition by revenue category during the period is as follows:
For the three months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $155,978 $155,978 
Transaction-based fees— 177,704 177,704 
Maintenance— 115,309 115,309 
Professional services— 71,928 71,928 
Software licenses and royalties4,551 778 5,329 
Hardware and other14,728 — 14,728 
Total$19,279 $521,697 $540,976 
For the three months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $126,598 $126,598 
Transaction-based fees— 171,191 171,191 
Maintenance— 116,539 116,539 
Professional services— 66,420 66,420 
Software licenses and royalties8,793 986 9,779 
Hardware and other13,752 — 13,752 
Total$22,545 $481,734 $504,279 
For the six months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $304,762 $304,762 
Transaction-based fees— 342,163 342,163 
Maintenance— 232,527 232,527 
Professional services— 136,734 136,734 
Software licenses and royalties12,651 1,412 14,063 
Hardware and other23,086 — 23,086 
Total$35,737 $1,017,598 $1,053,335 
For the six months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $248,513 $248,513 
Transaction-based fees— 329,741 329,741 
Maintenance— 231,670 231,670 
Professional services— 127,349 127,349 
Software licenses and royalties18,074 1,835 19,909 
Hardware and other18,951 — 18,951 
Total$37,025 $939,108 $976,133 
Recurring Revenues
The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one to 10 years but are typically contracted for initial periods of generally one to three years. Nearly all of our on-premises software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenues. Maintenance and support are generally provided under auto-renewing annual contracts or multi-year contracts. We consider all other revenue categories to be non-recurring revenues.
Recurring revenues and non-recurring revenues recognized during the period are as follows:
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$300,942 $148,049 $— $448,991 
Non-recurring revenues71,865 13,207 6,913 91,985 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$264,507 $149,821 $— $414,328 
Non-recurring revenues71,116 11,464 7,371 89,951 
Intercompany6,852 — (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$592,150 $287,302 $— $879,452 
Non-recurring revenues143,687 23,283 6,913 173,883 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$523,003 $286,921 $— $809,924 
Non-recurring revenues135,882 22,956 7,371 166,209 
Intercompany11,935 — (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
Deferred Revenue and Performance Obligations
Total deferred revenue, including long-term, by segment is as follows:
June 30, 2024December 31, 2023
Enterprise Software$620,425 $589,295 
Platform Technologies29,102 39,597 
Corporate2,775 4,313 
Totals$652,302 $633,205 
Changes in total deferred revenue, including long-term, were as follows:
Six months ended June 30, 2024
Balance as of December 31, 2023$633,205 
Deferral of revenue716,239 
Recognition of deferred revenue(697,142)
Balance as of June 30, 2024$652,302 
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter.
Deferred Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three to seven years. Deferred commissions were $50.8 million and $49.2 million as of June 30, 2024, and December 31, 2023, respectively. Amortization expense was $4.9 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $4.3 million and $8.6 million for the three and six months ended June 30, 2023, respectively. There were no indicators of impairment in relation to the costs capitalized for the periods presented. Deferred commissions have been included with prepaid expenses for the current portion and non-current other assets for the long-term portion in the accompanying condensed consolidated balance sheets. Amortization expense related to deferred commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of income.
v3.24.2
Deferred Revenue and Performance Obligations
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Deferred Revenue and Performance Obligations Disaggregation of Revenue
The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows.
Timing of Revenue Recognition
Timing of revenue recognition by revenue category during the period is as follows:
For the three months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $155,978 $155,978 
Transaction-based fees— 177,704 177,704 
Maintenance— 115,309 115,309 
Professional services— 71,928 71,928 
Software licenses and royalties4,551 778 5,329 
Hardware and other14,728 — 14,728 
Total$19,279 $521,697 $540,976 
For the three months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $126,598 $126,598 
Transaction-based fees— 171,191 171,191 
Maintenance— 116,539 116,539 
Professional services— 66,420 66,420 
Software licenses and royalties8,793 986 9,779 
Hardware and other13,752 — 13,752 
Total$22,545 $481,734 $504,279 
For the six months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $304,762 $304,762 
Transaction-based fees— 342,163 342,163 
Maintenance— 232,527 232,527 
Professional services— 136,734 136,734 
Software licenses and royalties12,651 1,412 14,063 
Hardware and other23,086 — 23,086 
Total$35,737 $1,017,598 $1,053,335 
For the six months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $248,513 $248,513 
Transaction-based fees— 329,741 329,741 
Maintenance— 231,670 231,670 
Professional services— 127,349 127,349 
Software licenses and royalties18,074 1,835 19,909 
Hardware and other18,951 — 18,951 
Total$37,025 $939,108 $976,133 
Recurring Revenues
The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one to 10 years but are typically contracted for initial periods of generally one to three years. Nearly all of our on-premises software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenues. Maintenance and support are generally provided under auto-renewing annual contracts or multi-year contracts. We consider all other revenue categories to be non-recurring revenues.
Recurring revenues and non-recurring revenues recognized during the period are as follows:
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$300,942 $148,049 $— $448,991 
Non-recurring revenues71,865 13,207 6,913 91,985 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$264,507 $149,821 $— $414,328 
Non-recurring revenues71,116 11,464 7,371 89,951 
Intercompany6,852 — (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$592,150 $287,302 $— $879,452 
Non-recurring revenues143,687 23,283 6,913 173,883 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$523,003 $286,921 $— $809,924 
Non-recurring revenues135,882 22,956 7,371 166,209 
Intercompany11,935 — (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
Deferred Revenue and Performance Obligations
Total deferred revenue, including long-term, by segment is as follows:
June 30, 2024December 31, 2023
Enterprise Software$620,425 $589,295 
Platform Technologies29,102 39,597 
Corporate2,775 4,313 
Totals$652,302 $633,205 
Changes in total deferred revenue, including long-term, were as follows:
Six months ended June 30, 2024
Balance as of December 31, 2023$633,205 
Deferral of revenue716,239 
Recognition of deferred revenue(697,142)
Balance as of June 30, 2024$652,302 
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter.
Deferred Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three to seven years. Deferred commissions were $50.8 million and $49.2 million as of June 30, 2024, and December 31, 2023, respectively. Amortization expense was $4.9 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $4.3 million and $8.6 million for the three and six months ended June 30, 2023, respectively. There were no indicators of impairment in relation to the costs capitalized for the periods presented. Deferred commissions have been included with prepaid expenses for the current portion and non-current other assets for the long-term portion in the accompanying condensed consolidated balance sheets. Amortization expense related to deferred commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of income.
v3.24.2
Deferred Commissions
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Deferred Commissions Disaggregation of Revenue
The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows.
Timing of Revenue Recognition
Timing of revenue recognition by revenue category during the period is as follows:
For the three months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $155,978 $155,978 
Transaction-based fees— 177,704 177,704 
Maintenance— 115,309 115,309 
Professional services— 71,928 71,928 
Software licenses and royalties4,551 778 5,329 
Hardware and other14,728 — 14,728 
Total$19,279 $521,697 $540,976 
For the three months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $126,598 $126,598 
Transaction-based fees— 171,191 171,191 
Maintenance— 116,539 116,539 
Professional services— 66,420 66,420 
Software licenses and royalties8,793 986 9,779 
Hardware and other13,752 — 13,752 
Total$22,545 $481,734 $504,279 
For the six months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $304,762 $304,762 
Transaction-based fees— 342,163 342,163 
Maintenance— 232,527 232,527 
Professional services— 136,734 136,734 
Software licenses and royalties12,651 1,412 14,063 
Hardware and other23,086 — 23,086 
Total$35,737 $1,017,598 $1,053,335 
For the six months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $248,513 $248,513 
Transaction-based fees— 329,741 329,741 
Maintenance— 231,670 231,670 
Professional services— 127,349 127,349 
Software licenses and royalties18,074 1,835 19,909 
Hardware and other18,951 — 18,951 
Total$37,025 $939,108 $976,133 
Recurring Revenues
The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one to 10 years but are typically contracted for initial periods of generally one to three years. Nearly all of our on-premises software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenues. Maintenance and support are generally provided under auto-renewing annual contracts or multi-year contracts. We consider all other revenue categories to be non-recurring revenues.
Recurring revenues and non-recurring revenues recognized during the period are as follows:
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$300,942 $148,049 $— $448,991 
Non-recurring revenues71,865 13,207 6,913 91,985 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$264,507 $149,821 $— $414,328 
Non-recurring revenues71,116 11,464 7,371 89,951 
Intercompany6,852 — (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$592,150 $287,302 $— $879,452 
Non-recurring revenues143,687 23,283 6,913 173,883 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$523,003 $286,921 $— $809,924 
Non-recurring revenues135,882 22,956 7,371 166,209 
Intercompany11,935 — (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
Deferred Revenue and Performance Obligations
Total deferred revenue, including long-term, by segment is as follows:
June 30, 2024December 31, 2023
Enterprise Software$620,425 $589,295 
Platform Technologies29,102 39,597 
Corporate2,775 4,313 
Totals$652,302 $633,205 
Changes in total deferred revenue, including long-term, were as follows:
Six months ended June 30, 2024
Balance as of December 31, 2023$633,205 
Deferral of revenue716,239 
Recognition of deferred revenue(697,142)
Balance as of June 30, 2024$652,302 
Transaction Price Allocated to the Remaining Performance Obligations
The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter.
Deferred Commissions
Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three to seven years. Deferred commissions were $50.8 million and $49.2 million as of June 30, 2024, and December 31, 2023, respectively. Amortization expense was $4.9 million and $9.6 million for the three and six months ended June 30, 2024, respectively, and $4.3 million and $8.6 million for the three and six months ended June 30, 2023, respectively. There were no indicators of impairment in relation to the costs capitalized for the periods presented. Deferred commissions have been included with prepaid expenses for the current portion and non-current other assets for the long-term portion in the accompanying condensed consolidated balance sheets. Amortization expense related to deferred commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of income.
v3.24.2
Acquisitions
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
We did not complete any acquisitions during the six months ended June 30, 2024.
During the six months ended June 30, 2024, we settled litigation that was assumed with the 2022 purchase of Rapid Financial Solutions, LLC. Our purchase agreement included an escrow that fully indemnified and reimbursed Tyler under the terms of the purchase agreement by the return of 27,702 shares of our common stock, with the approximate value of $9.5 million, that were held in an escrow account at the time of the acquisition.
v3.24.2
Debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes our outstanding borrowings:
RateMaturity DateJune 30, 2024December 31, 2023
2021 Credit Agreement
Revolving credit facility
S + 1.125%
April 2026$— $— 
Term Loan A-1
S + 1.125%
April 2026— 50,000 
Convertible Senior Notes due 20260.25%March 2026600,000 600,000 
Total borrowings600,000 650,000 
Less: unamortized debt discount and debt issuance costs(2,931)(3,993)
Total borrowings, net597,069 646,007 
Less: current portion of debt— (49,801)
Carrying value$597,069 $596,206 
Amended 2021 Credit Agreement
In connection with the acquisition of NIC, Inc. on April 21, 2021, we, as borrower, entered into a $1.4 billion Credit Agreement (the “2021 Credit Agreement”) with the various lender parties thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and Issuing Lender. The 2021 Credit Agreement provides for (1) a senior unsecured revolving credit facility in an aggregate principal amount of up to $500 million, including sub-facilities for standby letters of credit and swingline loans (the “Revolving Credit Facility”), (2) an amortizing five-year term loan in the aggregate amount of $600 million (the “Term Loan A-1”), and (3) a non-amortizing three-year term loan in the aggregate amount of $300 million (the “Term Loan A-2” together with the “Term Loan A-1”). On January 28, 2023, we amended our 2021 Credit Agreement to replace the LIBOR reference rate with the Secured Overnight Financing Rate (“SOFR”) reference rate. The amended 2021 Credit Agreement matures on April 20, 2026, and the loans may be prepaid at any time, without premium or penalty, subject to certain minimum amounts and payment of any breakage costs. The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, currently 0.15% per annum, ranging from 0.15% to 0.3% based upon the Company’s total net leverage ratio. The amended 2021 Credit Agreement requires us to maintain certain financial ratios and other financial conditions and prohibits us from making certain investments, advances, cash dividends or loans, and limits incurrence of additional indebtedness and liens.
For the six months ended June 30, 2024, we repaid $50.0 million of the Term Loans and have fully repaid amounts due under the amended 2021 Credit Agreement. As of June 30, 2024, we were in compliance with our covenants under the amended 2021 Credit Agreement.
Convertible Senior Notes due 2026
On March 9, 2021, we issued 0.25% Convertible Senior Notes due in 2026 in the aggregate principal amount of $600.0 million (“the Convertible Senior Notes” or “the Notes”). The Convertible Senior Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 9, 2021, with U.S. Bank National Association as trustee. The net proceeds from the issuance of the Convertible Senior Notes were $591.4 million, net of initial purchasers’ discounts of $6.0 million and debt issuance costs of $2.6 million.
The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment to our future senior, unsecured indebtedness; (ii) senior in right of payment to our future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to our future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.
The Convertible Senior Notes accrue interest at a rate of 0.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The Convertible Senior Notes mature on March 15, 2026, unless earlier repurchased, redeemed, or converted.
Before September 15, 2025, holders of the Convertible Senior Notes have the right to convert their Convertible Senior Notes only upon the occurrence of certain events. Under the terms of the Indenture, the Convertible Senior Notes are convertible into common stock of Tyler Technologies, Inc. (referred to as “our common stock” herein) at the following times or circumstances:
during any calendar quarter commencing after the calendar quarter ended June 30, 2021, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of Convertible Senior Notes, as determined following a request by their holder in accordance with the procedures in the Indenture, for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;
upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the Indenture);
upon the occurrence of specified corporate events; or
on or after September 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, March 15, 2026.
With certain exceptions, upon a change of control or other fundamental change (both as defined in the Indenture governing the Convertible Senior Notes), the holders of the Convertible Senior Notes may require us to repurchase all or part of the principal amount of the Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes, plus any accrued and unpaid interest up to, but excluding, the redemption date.
As of June 30, 2024, none of the conditions allowing holders of the Convertible Senior Notes to convert have been met.
From and including September 15, 2025, holders of the Convertible Senior Notes may convert their Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle any conversions of the Convertible Senior Notes either entirely in cash or in a combination of cash and shares of our common stock, at our election. However, upon conversion of any Convertible Senior Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 30 trading days, will be paid in cash up to at least the principal amount of the Notes being converted.
The initial conversion rate is 2.0266 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $493.44 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Convertible Senior Notes are redeemable, in whole or in part, at our option at any time, and from time to time, on or after March 15, 2024, and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price of the Notes on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any Note for redemption constitutes a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
Effective Interest Rate
The weighted average interest rate for the borrowings under Convertible Senior Notes was 0.25% as of June 30, 2024. For the six months ended June 30, 2024, the effective interest rate was 8.66% for the Term Loans and 0.54% for the Convertible Senior Notes. The following sets forth the interest expense recognized related to the borrowings under the amended 2021 Credit Agreement and Convertible Senior Notes and is included in interest expense in the accompanying condensed consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Contractual interest expense - Revolving Credit Facility$(229)$(625)$(459)$(937)
Contractual interest expense - Term Loans— (4,565)(761)(10,206)
Contractual interest expense - Convertible Senior Notes(375)(375)(750)(750)
Amortization of debt discount and debt issuance costs (649)(822)(1,467)(2,178)
Total $(1,253)$(6,387)$(3,437)$(14,071)
As of June 30, 2024, we had one outstanding standalone letter of credit totaling $750,000. The letter of credit, which guarantees our performance under a client contract, automatically renews annually unless canceled in writing, and expires in the third quarter of 2026.
v3.24.2
Financial Instruments
6 Months Ended
Jun. 30, 2024
Investments, All Other Investments [Abstract]  
Financial Instruments Financial Instruments
The following table presents our financial instruments:
June 30, 2024December 31, 2023
Cash and cash equivalents$250,722 $165,493 
Available-for-sale investments11,167 17,431 
Equity investments10,000 10,000 
Total$271,889 $192,924 
Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, for which we determine fair value through quoted market prices.
Our investment portfolio is classified as available-for-sale in order to have the flexibility to buy and sell investments and maximize cash liquidity. Our available-for-sale investments primarily consist of investment grade corporate bonds, municipal bonds, and asset-backed securities with maturity dates through 2027. These investments are presented at fair value and are included in short-term investments and non-current investments in the accompanying condensed consolidated balance sheets. Unrealized gains or losses associated with the investments are included in accumulated other comprehensive loss, net of tax in the accompanying condensed consolidated balance sheets and statements of comprehensive income. For our available-for-sale investments, we do not have the intent to sell, nor is it more likely than not that we would be required to sell before recovery of their cost basis.
As of June 30, 2024, we have an accrued interest receivable balance of approximately $31,000 which is included in accounts receivable, net. We record any losses within the maturity period or at the time of sale of the investment, and any write-offs to accrued interest receivables are recorded as reductions to interest income in the period of the loss. During the three and six months ended June 30, 2024, we have recorded no losses for accrued interest receivables. Interest income and amortization of discounts and premiums are included in other income, net in the accompanying condensed consolidated statements of income.
The following table presents the components of our available-for-sale investments:
June 30, 2024December 31, 2023
Amortized cost$11,458 $17,866 
Unrealized gains— 
Unrealized losses(292)(435)
Estimated fair value$11,167 $17,431 
As of June 30, 2024, we have $7.3 million of available-for-sale debt securities with contractual maturities of one year or less and $3.9 million with contractual maturities greater than one year. As of June 30, 2024, no available-for-sale security has been in a loss position for one year or less and 12 securities with a fair value of $10.8 million have been in a loss position for greater than one year.
The following table presents the activity on our available-for-sale investments:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Proceeds from sales and maturities$3,080 $14,132 $6,351 $37,107 
Realized losses on sales, net of tax— (1)— (1)
Our equity investments consist of an 18% interest in BFTR, LLC, a wholly owned subsidiary of Bison Capital Partners V L.P. BFTR, LLC is a privately held Australian company specializing in digitizing the spoken word in court and legal proceedings. The investment in common stock is carried at cost less any impairment write-downs because we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values.
v3.24.2
Other Comprehensive Income (Loss)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Other Comprehensive Income (Loss) Other Comprehensive Income (Loss)
The following table presents the changes in the balances of accumulated other comprehensive loss, net of tax by component:
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of March 31, 2024$(273)$— $(273)
Other comprehensive income before reclassifications55 — 55 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— — — 
Other comprehensive income
55 — 55 
Balance as of June 30, 2024$(218)$— $(218)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of March 31, 2023$(750)$— $(750)
Other comprehensive loss before reclassifications(36)— (36)
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— 
Other comprehensive loss(35)— (35)
Balance as of June 30, 2023$(785)$— $(785)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of December 31, 2023$(326)$— $(326)
Other comprehensive income before reclassifications108 — 108 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— — — 
Other comprehensive income108 — 108 
Balance as of June 30, 2024$(218)$— $(218)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of December 31, 2022$(844)$— $(844)
Other comprehensive income before reclassifications58 — 58 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— 
Other comprehensive income59 — 59 
Balance as of June 30, 2023$(785)$— $(785)
v3.24.2
Fair Value
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Fair Value
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows:
Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data.
Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment.
The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value.
The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of June 30, 2024:
Level 1Level 2Level 3Total
Cash and cash equivalents$250,722 $— $— $250,722 
Available-for-sale investments— 11,167 — 11,167 
Equity investments— — 10,000 10,000 
Convertible Senior Notes due 2026— 659,034 — 659,034 
The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of December 31, 2023:
Level 1Level 2Level 3Total
Cash and cash equivalents$165,493 $— $— $165,493 
Available-for-sale investments— 17,431 — 17,431 
Equity investments— — 10,000 10,000 
2021 Credit Agreement
Term Loan A-1— 49,801 — 49,801 
Convertible Senior Notes due 2026— 609,168 — 609,168 
Assets that are measured at fair value on a recurring basis
Accounts receivables, accounts payables, short-term obligations and certain other assets carrying value approximate fair value because of the short maturity of these instruments.
As of June 30, 2024, we have $11.2 million in investment grade corporate bonds, municipal bonds and asset-backed securities with maturity dates through 2027. The fair values of these securities are considered Level 2 as they are based on inputs from quoted prices in markets that are not active or other observable market data.
Assets that are measured at fair value on a nonrecurring basis
As of June 30, 2024, we have an 18% interest in BFTR, LLC. As we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values, our investment is carried at cost less any impairment write-downs. Periodically, our investment is assessed for impairment. We do not reassess the fair value of the investments if there are no identified events or changes in circumstances that indicate fair value of the investment or indicate impairment. No events or changes in circumstances have occurred during the period that require reassessment. There has been no impairment of this investment for the periods presented. This investment is included in other non-current assets in the accompanying condensed consolidated balance sheets.
As described in Note 2, “Summary of Significant Accounting Policies”, we assess goodwill for impairment annually on October 1. In addition, we review goodwill, property and equipment, and other intangibles for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the fourth quarter of 2023, we completed our annual assessment of goodwill which did not result in an impairment charge. Further, we identified no indicators of impairment to goodwill, property and equipment, and other intangibles. Therefore, no impairment was recorded as of or for the six months ended June 30, 2024.
Financial instruments measured at fair value only for disclosure purposes
The carrying amount of the Revolving Credit Facility and Term Loans is the par value less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the terms of the Term Loans. Interest expense is included in the accompanying condensed consolidated statements of income.
The fair value of our Convertible Senior Notes is determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. See Note 8, “Debt,” for further discussion.
The carrying amount of the Convertible Senior Notes is the par value less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. Interest expense is included in the accompanying condensed consolidated statements of income.
The following table presents the fair value and carrying value, net, of the amended 2021 Credit Agreement and our Convertible Senior Notes:
 Fair Value atCarrying Value at
June 30, 2024December 31, 2023June 30, 2024December 31, 2023
2021 Credit Agreement
Revolving Credit Facility$— $— $— $— 
Term Loan A-1— 49,801 — 49,801 
Convertible Senior Notes due 2026659,034 609,168 597,069 596,206 
 $659,034 $658,969 $597,069 $646,007 
v3.24.2
Income Tax Provision
6 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
Income Tax Provision Income Tax Provision
We had an effective income tax rate of 13.9% and 16.1% for the three and six months ended June 30, 2024, respectively, compared to 12.5% and 15.5% for the three and six months ended June 30, 2023, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2024, as compared to the prior period, is due to a decrease in research tax credits offset by a decrease in liabilities for uncertain tax positions and non-deductible business expenses and an increase in excess tax benefits related to stock incentive awards in the current year.
The effective income tax rates for the periods presented are different from the statutory United States federal income tax rate of 21% primarily due to research tax credits and excess tax benefits related to stock incentive awards, offset by state income taxes, liabilities for uncertain tax positions, and non-deductible business expenses.
We made income tax payments, net of refunds, of $39.1 million and $92.9 million in the six months ended June 30, 2024, and 2023, respectively.
v3.24.2
Share-Based Compensation
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The following table summarizes share-based compensation expense related to share-based awards recorded in the condensed consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Subscriptions, maintenance, and professional services$7,620 $6,437 $15,010 $12,779 
Sales and marketing expense3,141 2,367 6,124 4,760 
General and administrative expense19,646 17,224 36,139 36,385 
Total share-based compensation expense$30,407 $26,028 $57,273 $53,924 
v3.24.2
Earnings Per Share
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
The following table details the reconciliation of basic earnings per share to diluted earnings per share:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator for basic and diluted earnings per share:  
Net income$67,738 $49,130 $121,908 $80,005 
Denominator:  
Weighted-average basic common shares outstanding42,527 41,980 42,528 41,987 
Assumed conversion of dilutive securities:  
Stock awards748 771 758 723 
Convertible Senior Notes— — — — 
Denominator for diluted earnings per share
   - Adjusted weighted-average shares
43,275 42,751 43,286 42,710 
Earnings per common share:  
Basic$1.59 $1.17 $2.87 $1.91 
Diluted$1.57 $1.15 $2.82 $1.87 
For the three and six months ended June 30, 2024, and 2023, stock awards representing the right to purchase common stock of approximately 75,000 and 119,000 shares and 344,000 and 423,000 shares, respectively, were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. 
We have used the if-converted method for calculating any potential dilutive effect of the Convertible Senior Notes on our diluted net income per share. Under the if-converted method, the Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented. The net interest expense related to the Convertible Senior Notes, after tax, is only added back to the numerator in periods when its effect is dilutive. The approximately 1.2 million remaining resulting common shares related to the Notes are not included in the dilutive weighted-average common shares outstanding calculation for the three and six months ended June 30, 2024, and 2023, as their effect is antidilutive. See Note 8, “Debt,” for discussion on the conversion features related to the Convertible Senior Notes.
v3.24.2
Leases
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Leases Leases
We lease office facilities, transportation, and other equipment for use in our operations. Most of our leases are non-cancelable operating lease agreements with remaining terms of one to 10 years. Some of these leases include options to extend for up to six years. We have no finance leases as of June 30, 2024. Right-of-use lease assets and lease liabilities for our operating leases are recorded in the condensed consolidated balance sheets. During the three and six months ended June 30, 2024, we had no lease restructuring costs, and during the six months ended June 30, 2023, we incurred lease restructuring costs resulting in an additional $1.4 million of operating lease costs.
The components of operating lease expense were as follows:
Lease CostsThree Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$2,246 $3,119 $4,411 $7,510 
Short-term lease cost522 513 1,073 1,036 
Variable lease cost136 216 374 536 
Net lease cost$2,904 $3,848 $5,858 $9,082 
Supplemental information related to leases is as follows:
Other InformationSix Months Ended June 30,
20242023
Cash flows:
Cash paid amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$6,310 $5,873 
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases$2,428 $2,391 
Lease term and discount rate:
Weighted average remaining lease term (years)6.56.9
Weighted average discount rate1.63 %1.60 %
Rental income from third parties
We own office buildings in Bangor, Falmouth, Yarmouth, and Orono, Maine; Lubbock and Plano, Texas; Troy, Michigan; Latham, New York; Moraine, Ohio; and Kingston Springs, Tennessee. We lease space in some of these buildings to third-party tenants, one of which was formerly a related party (see Note 16, "Related Party Transactions"). The property we lease to others under operating leases consists primarily of specific facilities where one tenant obtains substantially all of the economic benefit from the asset and has the right to direct the use of the asset. These non-cancelable leases expire between 2024 and 2028, and some have options to extend the lease for up to 10 years. We determine if an arrangement is a lease at inception. None of our leases allow the lessee to purchase the leased asset.
Rental income from third-party tenants for the three and six months ended June 30, 2024, totaled $791,000 and $1.6 million, respectively, and for the three and six months ended June 30, 2023, totaled $545,000 and $1.0 million, respectively. Rental income is included in hardware and other revenue on the consolidated statements of income. As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows:
Year ending December 31,Amount
2024 (Remaining)$1,599 
20252,221 
20261,141 
2027882 
2028704 
Thereafter— 
Total $6,547 
Leases Leases
We lease office facilities, transportation, and other equipment for use in our operations. Most of our leases are non-cancelable operating lease agreements with remaining terms of one to 10 years. Some of these leases include options to extend for up to six years. We have no finance leases as of June 30, 2024. Right-of-use lease assets and lease liabilities for our operating leases are recorded in the condensed consolidated balance sheets. During the three and six months ended June 30, 2024, we had no lease restructuring costs, and during the six months ended June 30, 2023, we incurred lease restructuring costs resulting in an additional $1.4 million of operating lease costs.
The components of operating lease expense were as follows:
Lease CostsThree Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$2,246 $3,119 $4,411 $7,510 
Short-term lease cost522 513 1,073 1,036 
Variable lease cost136 216 374 536 
Net lease cost$2,904 $3,848 $5,858 $9,082 
Supplemental information related to leases is as follows:
Other InformationSix Months Ended June 30,
20242023
Cash flows:
Cash paid amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$6,310 $5,873 
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases$2,428 $2,391 
Lease term and discount rate:
Weighted average remaining lease term (years)6.56.9
Weighted average discount rate1.63 %1.60 %
Rental income from third parties
We own office buildings in Bangor, Falmouth, Yarmouth, and Orono, Maine; Lubbock and Plano, Texas; Troy, Michigan; Latham, New York; Moraine, Ohio; and Kingston Springs, Tennessee. We lease space in some of these buildings to third-party tenants, one of which was formerly a related party (see Note 16, "Related Party Transactions"). The property we lease to others under operating leases consists primarily of specific facilities where one tenant obtains substantially all of the economic benefit from the asset and has the right to direct the use of the asset. These non-cancelable leases expire between 2024 and 2028, and some have options to extend the lease for up to 10 years. We determine if an arrangement is a lease at inception. None of our leases allow the lessee to purchase the leased asset.
Rental income from third-party tenants for the three and six months ended June 30, 2024, totaled $791,000 and $1.6 million, respectively, and for the three and six months ended June 30, 2023, totaled $545,000 and $1.0 million, respectively. Rental income is included in hardware and other revenue on the consolidated statements of income. As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows:
Year ending December 31,Amount
2024 (Remaining)$1,599 
20252,221 
20261,141 
2027882 
2028704 
Thereafter— 
Total $6,547 
v3.24.2
Related Party Transactions
6 Months Ended
Jun. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
In April 2023, we entered into an arm's length lease agreement under which we lease 25,000 square feet of office space in our Lubbock, Texas, office facility to a company co-owned by a former member of our board of directors. The lease agreement, which commenced on April 1, 2023, and amended on April 8th, 2024, has an initial term of five years with a pro-rata base rent of $25,000 per month until December 1, 2023, and a base rent of $58,000 per month thereafter. We recognized rental income of $167,000 and $348,000 under this lease for the three and six months ended June 30, 2024, respectively, and $75,000 for the six months ended June 30, 2023.
v3.24.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
During the first quarter of 2022, we received a notice of termination for convenience under a contractual arrangement with a state government client. Upon receipt of the termination notice, we ceased performing services under the contractual arrangement and sought payment of contractually owed fees of approximately $15 million in connection with the termination for convenience.
The client was unresponsive to our outreach for several months, and on August 23, 2022, we filed a lawsuit to enforce our rights and remedies under the applicable contractual arrangement. The client subsequently asked us to negotiate directly with the client to attempt to resolve the dispute. The negotiations were not successful, and on March 20, 2024, we reinitiated our lawsuit. Although we believe our products and services were delivered in accordance with the terms of our contract and that we are entitled to payment in connection with the termination for convenience, at this time the matter remains unresolved. We can provide no assurances that we will not incur additional costs as we pursue our rights and remedies under the contract.
Purchase Commitments
We have contractual obligations for third-party technology used in our solutions and for other services that we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of June 30, 2024, the remaining aggregate minimum purchase commitment under these arrangements was approximately $682.1 million through 2031.
v3.24.2
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
There have been no material events or transactions that occurred subsequent to June 30, 2024.
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net income $ 67,738 $ 49,130 $ 121,908 $ 80,005
v3.24.2
Insider Trading Arrangements
3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2
Accounting Standards and Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
REVENUE RECOGNITION
REVENUE RECOGNITION
Nature of Products and Services
We earn the majority of our revenues from subscription-based services and post-contract customer support (“PCS” or “maintenance”). Other sources of revenue are professional services, software licenses and royalties, and hardware and other. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps:
Identification of the contract, or contracts, with a customer
Identification of the performance obligations in the contract
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
Recognition of revenue when, or as, we satisfy a performance obligation
Subscription-based services consist primarily of revenues derived from software as a service (“SaaS”) arrangements and transactions from digital government services; payment processing; and electronic filing (‘‘e-filing”). We recognize SaaS arrangements ratably over the terms of the arrangements, which range from one to 10 years, but are typically for periods of generally one to three years. For professional services associated with certain SaaS arrangements, we have concluded that the services are not distinct, and we recognize the revenue ratably over the remaining contractual period once we have provided the customer access to the software. We record amounts that have been invoiced in accounts receivable and in deferred revenue or revenues, depending on whether the revenue recognition criteria have been met.
In those instances where variable consideration exists, we include in our estimates additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably, and its realization is probable. For transaction-based fees, we have the right to charge the customer an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services as invoiced based on the amount billable to the customer. In some cases, we are paid on a fixed-fee basis and recognize the revenue ratably over the contractual period.
Transaction-based fees primarily relate to digital government services and online payment services, which are sometimes offered with the assistance of third-party vendors. In general, when we are the principal in a transaction, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross revenue (amount billed to the customer) and record the net amount as revenue.
Other software arrangements with customers contain multiple performance obligations that range from software licenses; services such as installation, training, consulting, software modification and customization to meet specific customer needs; hosting; and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include professional services, such as training or installation, are evaluated to determine whether those services are highly interdependent or interrelated to the product’s functionality. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. For arrangements that involve significant production, modification, or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred or value added. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.
Revenue is recognized net of allowances for sales adjustments and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Contract Balances:
Accounts receivable and allowance for losses and sales adjustments
Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when invoicing occurs prior to revenue recognition. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period.
As of June 30, 2024, and December 31, 2023, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $708.8 million and $628.7 million, respectively. We have recorded unbilled receivables of $117.6 million and $119.2 million as of June 30, 2024, and December 31, 2023, respectively. Included in unbilled receivables are retention receivables of $10.3 million and $9.8 million as of June 30, 2024, and December 31, 2023, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, with the current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, with the long-term portion in the accompanying condensed consolidated balance sheets.
We maintain allowances for losses and sales adjustments, which losses are recorded against revenue at the time the loss is incurred. Because most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Consequently, we have not recorded a reserve for credit losses. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision include, but are not limited to, managing our client’s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowances for losses and sales adjustments are $21.1 million and $22.8 million as of June 30, 2024, and December 31, 2023, respectively.
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
We assess goodwill for impairment annually, or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable. We begin with the qualitative assessment of the likelihood of impairment of each reporting unit. If the conclusion of this assessment is that it is more likely than not that a reporting unit's fair value is more than its carrying value, we are not required to perform a quantitative impairment test. When testing goodwill for impairment quantitatively, we first compare the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value of that reporting unit, an impairment loss is recognized. The fair values calculated in our impairment tests are determined using discounted cash flow models involving several assumptions (Level 3 inputs). The assumptions that are used are based upon what we believe a hypothetical marketplace participant would use in estimating fair value. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain.
Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty, such as weighted average cost of capital and revenue growth rates which are forward-looking and affected by expectations about future market or economic conditions. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historic or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge.
For the three and six months ended June 30, 2024, no triggering event or changes to circumstances indicated that a potential impairment had occurred.
RECENTLY PRONOUNCED ACCOUNTING STANDARDS
RECENTLY PRONOUNCED ACCOUNTING STANDARDS
In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 - Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations.
v3.24.2
Segment and Related Information (Tables)
6 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Revenues and Operations
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues    
Subscriptions:
SaaS$136,045 $19,933 $— $155,978 
Transaction-based fees55,701 122,003 — 177,704 
Maintenance109,196 6,113 — 115,309 
Professional services58,731 13,197 — 71,928 
Software licenses and royalties5,319 10 — 5,329 
Hardware and other7,815 — 6,913 14,728 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
Segment operating income (loss)$133,586 $34,909 $(67,375)$101,120 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$111,019 $15,579 $— $126,598 
Transaction-based fees43,535 127,656 — 171,191 
Maintenance109,953 6,586 — 116,539 
Professional services55,256 11,164 — 66,420 
Software licenses and royalties9,479 300 — 9,779 
Hardware and other6,381 — 7,371 13,752 
Intercompany6,852 — (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
Segment operating income (loss)$111,185 $38,797 $(60,818)$89,164 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$264,187 $40,575 $— $304,762 
Transaction-based fees107,585 234,578 — 342,163 
Maintenance220,378 12,149 — 232,527 
Professional services113,624 23,110 — 136,734 
Software licenses and royalties13,890 173 — 14,063 
Hardware and other16,173 — 6,913 23,086 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
Segment operating income (loss)$264,285 $63,164 $(131,994)$195,455 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Revenues
Subscriptions:
SaaS$217,381 $31,132 $— $248,513 
Transaction-based fees85,587 244,154 — 329,741 
Maintenance220,035 11,635 — 231,670 
Professional services106,755 20,594 — 127,349 
Software licenses and royalties17,547 2,362 — 19,909 
Hardware and other11,580 — 7,371 18,951 
Intercompany11,935 — (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
Segment operating income (loss)$211,165 $68,335 $(118,028)$161,472 
Schedule of Reconciliation of Operating Income from Segments to Consolidated
Three Months Ended June 30,Six Months Ended June 30,
Reconciliation of reportable segment operating income to the Company's consolidated totals:2024202320242023
Total segment operating income$101,120 $89,164 $195,455 $161,472 
Amortization of acquired software(9,240)(8,924)(18,479)(17,844)
Amortization of other intangibles(13,845)(18,366)(31,963)(36,774)
Interest expense(1,253)(6,387)(3,437)(14,071)
Other income, net1,883 643 3,728 1,889 
Income before income taxes$78,665 $56,130 $145,304 $94,672 
v3.24.2
Disaggregation of Revenue (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
Timing of revenue recognition by revenue category during the period is as follows:
For the three months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $155,978 $155,978 
Transaction-based fees— 177,704 177,704 
Maintenance— 115,309 115,309 
Professional services— 71,928 71,928 
Software licenses and royalties4,551 778 5,329 
Hardware and other14,728 — 14,728 
Total$19,279 $521,697 $540,976 
For the three months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $126,598 $126,598 
Transaction-based fees— 171,191 171,191 
Maintenance— 116,539 116,539 
Professional services— 66,420 66,420 
Software licenses and royalties8,793 986 9,779 
Hardware and other13,752 — 13,752 
Total$22,545 $481,734 $504,279 
For the six months ended June 30, 2024Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $304,762 $304,762 
Transaction-based fees— 342,163 342,163 
Maintenance— 232,527 232,527 
Professional services— 136,734 136,734 
Software licenses and royalties12,651 1,412 14,063 
Hardware and other23,086 — 23,086 
Total$35,737 $1,017,598 $1,053,335 
For the six months ended June 30, 2023Products and services transferred at a point in timeProducts and services transferred over timeTotal
Revenues
Subscriptions:
SaaS$— $248,513 $248,513 
Transaction-based fees— 329,741 329,741 
Maintenance— 231,670 231,670 
Professional services— 127,349 127,349 
Software licenses and royalties18,074 1,835 19,909 
Hardware and other18,951 — 18,951 
Total$37,025 $939,108 $976,133 
Recurring revenues and non-recurring revenues recognized during the period are as follows:
For the three months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$300,942 $148,049 $— $448,991 
Non-recurring revenues71,865 13,207 6,913 91,985 
Intercompany6,511 464 (6,975)— 
Total revenues$379,318 $161,720 $(62)$540,976 
For the three months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$264,507 $149,821 $— $414,328 
Non-recurring revenues71,116 11,464 7,371 89,951 
Intercompany6,852 — (6,852)— 
Total revenues$342,475 $161,285 $519 $504,279 
For the six months ended June 30, 2024Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$592,150 $287,302 $— $879,452 
Non-recurring revenues143,687 23,283 6,913 173,883 
Intercompany12,682 464 (13,146)— 
Total revenues$748,519 $311,049 $(6,233)$1,053,335 
For the six months ended June 30, 2023Enterprise
Software
Platform TechnologiesCorporateTotals
Recurring revenues$523,003 $286,921 $— $809,924 
Non-recurring revenues135,882 22,956 7,371 166,209 
Intercompany11,935 — (11,935)— 
Total revenues$670,820 $309,877 $(4,564)$976,133 
v3.24.2
Deferred Revenue and Performance Obligations (Tables)
6 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Changes in Deferred Revenue
Total deferred revenue, including long-term, by segment is as follows:
June 30, 2024December 31, 2023
Enterprise Software$620,425 $589,295 
Platform Technologies29,102 39,597 
Corporate2,775 4,313 
Totals$652,302 $633,205 
Changes in total deferred revenue, including long-term, were as follows:
Six months ended June 30, 2024
Balance as of December 31, 2023$633,205 
Deferral of revenue716,239 
Recognition of deferred revenue(697,142)
Balance as of June 30, 2024$652,302 
v3.24.2
Debt (Tables)
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
The following table summarizes our outstanding borrowings:
RateMaturity DateJune 30, 2024December 31, 2023
2021 Credit Agreement
Revolving credit facility
S + 1.125%
April 2026$— $— 
Term Loan A-1
S + 1.125%
April 2026— 50,000 
Convertible Senior Notes due 20260.25%March 2026600,000 600,000 
Total borrowings600,000 650,000 
Less: unamortized debt discount and debt issuance costs(2,931)(3,993)
Total borrowings, net597,069 646,007 
Less: current portion of debt— (49,801)
Carrying value$597,069 $596,206 
The following sets forth the interest expense recognized related to the borrowings under the amended 2021 Credit Agreement and Convertible Senior Notes and is included in interest expense in the accompanying condensed consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Contractual interest expense - Revolving Credit Facility$(229)$(625)$(459)$(937)
Contractual interest expense - Term Loans— (4,565)(761)(10,206)
Contractual interest expense - Convertible Senior Notes(375)(375)(750)(750)
Amortization of debt discount and debt issuance costs (649)(822)(1,467)(2,178)
Total $(1,253)$(6,387)$(3,437)$(14,071)
v3.24.2
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2024
Investments, All Other Investments [Abstract]  
Schedule of Investments
The following table presents our financial instruments:
June 30, 2024December 31, 2023
Cash and cash equivalents$250,722 $165,493 
Available-for-sale investments11,167 17,431 
Equity investments10,000 10,000 
Total$271,889 $192,924 
Schedule of Available-for-sale Activity
The following table presents the components of our available-for-sale investments:
June 30, 2024December 31, 2023
Amortized cost$11,458 $17,866 
Unrealized gains— 
Unrealized losses(292)(435)
Estimated fair value$11,167 $17,431 
The following table presents the activity on our available-for-sale investments:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Proceeds from sales and maturities$3,080 $14,132 $6,351 $37,107 
Realized losses on sales, net of tax— (1)— (1)
v3.24.2
Other Comprehensive Income (Loss) (Tables)
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Schedule of Accumulated Other Comprehensive Loss
The following table presents the changes in the balances of accumulated other comprehensive loss, net of tax by component:
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of March 31, 2024$(273)$— $(273)
Other comprehensive income before reclassifications55 — 55 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— — — 
Other comprehensive income
55 — 55 
Balance as of June 30, 2024$(218)$— $(218)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of March 31, 2023$(750)$— $(750)
Other comprehensive loss before reclassifications(36)— (36)
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— 
Other comprehensive loss(35)— (35)
Balance as of June 30, 2023$(785)$— $(785)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of December 31, 2023$(326)$— $(326)
Other comprehensive income before reclassifications108 — 108 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— — — 
Other comprehensive income108 — 108 
Balance as of June 30, 2024$(218)$— $(218)
Unrealized Loss On Available-for-Sale SecuritiesOtherAccumulated Other Comprehensive Loss
Balance as of December 31, 2022$(844)$— $(844)
Other comprehensive income before reclassifications58 — 58 
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income— 
Other comprehensive income59 — 59 
Balance as of June 30, 2023$(785)$— $(785)
v3.24.2
Fair Value (Tables)
6 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of June 30, 2024:
Level 1Level 2Level 3Total
Cash and cash equivalents$250,722 $— $— $250,722 
Available-for-sale investments— 11,167 — 11,167 
Equity investments— — 10,000 10,000 
Convertible Senior Notes due 2026— 659,034 — 659,034 
The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of December 31, 2023:
Level 1Level 2Level 3Total
Cash and cash equivalents$165,493 $— $— $165,493 
Available-for-sale investments— 17,431 — 17,431 
Equity investments— — 10,000 10,000 
2021 Credit Agreement
Term Loan A-1— 49,801 — 49,801 
Convertible Senior Notes due 2026— 609,168 — 609,168 
Schedule of Fair Value, by Balance Sheet Grouping
The following table presents the fair value and carrying value, net, of the amended 2021 Credit Agreement and our Convertible Senior Notes:
 Fair Value atCarrying Value at
June 30, 2024December 31, 2023June 30, 2024December 31, 2023
2021 Credit Agreement
Revolving Credit Facility$— $— $— $— 
Term Loan A-1— 49,801 — 49,801 
Convertible Senior Notes due 2026659,034 609,168 597,069 596,206 
 $659,034 $658,969 $597,069 $646,007 
v3.24.2
Share-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-based Compensation Expense Related to Share-based Awards
The following table summarizes share-based compensation expense related to share-based awards recorded in the condensed consolidated statements of income:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Subscriptions, maintenance, and professional services$7,620 $6,437 $15,010 $12,779 
Sales and marketing expense3,141 2,367 6,124 4,760 
General and administrative expense19,646 17,224 36,139 36,385 
Total share-based compensation expense$30,407 $26,028 $57,273 $53,924 
v3.24.2
Earnings Per Share (Tables)
6 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share
The following table details the reconciliation of basic earnings per share to diluted earnings per share:
Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Numerator for basic and diluted earnings per share:  
Net income$67,738 $49,130 $121,908 $80,005 
Denominator:  
Weighted-average basic common shares outstanding42,527 41,980 42,528 41,987 
Assumed conversion of dilutive securities:  
Stock awards748 771 758 723 
Convertible Senior Notes— — — — 
Denominator for diluted earnings per share
   - Adjusted weighted-average shares
43,275 42,751 43,286 42,710 
Earnings per common share:  
Basic$1.59 $1.17 $2.87 $1.91 
Diluted$1.57 $1.15 $2.82 $1.87 
v3.24.2
Leases (Tables)
6 Months Ended
Jun. 30, 2024
Leases [Abstract]  
Schedule of Lease Cost
The components of operating lease expense were as follows:
Lease CostsThree Months Ended June 30,Six Months Ended June 30,
2024202320242023
Operating lease cost$2,246 $3,119 $4,411 $7,510 
Short-term lease cost522 513 1,073 1,036 
Variable lease cost136 216 374 536 
Net lease cost$2,904 $3,848 $5,858 $9,082 
Supplemental information related to leases is as follows:
Other InformationSix Months Ended June 30,
20242023
Cash flows:
Cash paid amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$6,310 $5,873 
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases$2,428 $2,391 
Lease term and discount rate:
Weighted average remaining lease term (years)6.56.9
Weighted average discount rate1.63 %1.60 %
Schedule of Supplemental Information Related to Leases
Supplemental information related to leases is as follows:
Other InformationSix Months Ended June 30,
20242023
Cash flows:
Cash paid amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases$6,310 $5,873 
Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases$2,428 $2,391 
Lease term and discount rate:
Weighted average remaining lease term (years)6.56.9
Weighted average discount rate1.63 %1.60 %
Schedule of Future Minimum Operating Rental Income As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows:
Year ending December 31,Amount
2024 (Remaining)$1,599 
20252,221 
20261,141 
2027882 
2028704 
Thereafter— 
Total $6,547 
v3.24.2
Basis of Presentation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Other comprehensive income (loss), net of tax $ 55 $ (35) $ 108 $ 59
v3.24.2
Accounting Standards and Significant Accounting Policies (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
New Accounting Pronouncements or Change in Accounting Principle    
Accounts receivable, net $ 708,800 $ 628,700
Accounts receivable, allowance for doubtful accounts 21,075 22,829
Unbilled Revenues    
New Accounting Pronouncements or Change in Accounting Principle    
Accounts receivable, net 117,600 119,200
Unbilled Revenues | Retention Receivable    
New Accounting Pronouncements or Change in Accounting Principle    
Accounts receivable, net $ 10,300 $ 9,800
Minimum    
New Accounting Pronouncements or Change in Accounting Principle    
Revenue recognition period (in years) 1 year  
Minimum | Tyipical    
New Accounting Pronouncements or Change in Accounting Principle    
Revenue recognition period (in years) 1 year  
Maximum    
New Accounting Pronouncements or Change in Accounting Principle    
Revenue recognition period (in years) 10 years  
Maximum | Tyipical    
New Accounting Pronouncements or Change in Accounting Principle    
Revenue recognition period (in years) 3 years  
v3.24.2
Segment and Related Information - Additional Information (Details)
6 Months Ended
Jun. 30, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.2
Segment and Related Information - Schedule of Segment Revenues and Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information        
Total revenues $ 540,976 $ 504,279 $ 1,053,335 $ 976,133
Segment operating income (loss) 78,035 61,874 145,013 106,854
Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 379,318 342,475 748,519 670,820
Segment operating income (loss) 133,586 111,185 264,285 211,165
Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 161,720 161,285 311,049 309,877
Segment operating income (loss) 34,909 38,797 63,164 68,335
Intercompany        
Segment Reporting Information        
Total revenues (6,975) (6,852) (13,146) (11,935)
Intercompany | Enterprise Software        
Segment Reporting Information        
Total revenues 6,511 6,852 12,682 11,935
Intercompany | Platform Technologies        
Segment Reporting Information        
Total revenues 464 0 464 0
Corporate        
Segment Reporting Information        
Total revenues (62) 519 (6,233) (4,564)
Segment operating income (loss) (67,375) (60,818) (131,994) (118,028)
Operating Segment and Corporate Non-segment        
Segment Reporting Information        
Segment operating income (loss) 101,120 89,164 195,455 161,472
SaaS        
Segment Reporting Information        
Total revenues 155,978 126,598 304,762 248,513
SaaS | Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 136,045 111,019 264,187 217,381
SaaS | Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 19,933 15,579 40,575 31,132
SaaS | Corporate        
Segment Reporting Information        
Total revenues 0 0 0 0
Transaction-based fees        
Segment Reporting Information        
Total revenues 177,704 171,191 342,163 329,741
Transaction-based fees | Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 55,701 43,535 107,585 85,587
Transaction-based fees | Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 122,003 127,656 234,578 244,154
Transaction-based fees | Corporate        
Segment Reporting Information        
Total revenues 0 0 0 0
Maintenance        
Segment Reporting Information        
Total revenues 115,309 116,539 232,527 231,670
Maintenance | Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 109,196 109,953 220,378 220,035
Maintenance | Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 6,113 6,586 12,149 11,635
Maintenance | Corporate        
Segment Reporting Information        
Total revenues 0 0 0 0
Professional services        
Segment Reporting Information        
Total revenues 71,928 66,420 136,734 127,349
Professional services | Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 58,731 55,256 113,624 106,755
Professional services | Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 13,197 11,164 23,110 20,594
Professional services | Corporate        
Segment Reporting Information        
Total revenues 0 0 0 0
Software licenses and royalties        
Segment Reporting Information        
Total revenues 5,329 9,779 14,063 19,909
Software licenses and royalties | Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 5,319 9,479 13,890 17,547
Software licenses and royalties | Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 10 300 173 2,362
Software licenses and royalties | Corporate        
Segment Reporting Information        
Total revenues 0 0 0 0
Hardware and other        
Segment Reporting Information        
Total revenues 14,728 13,752 23,086 18,951
Hardware and other | Operating Segments | Enterprise Software        
Segment Reporting Information        
Total revenues 7,815 6,381 16,173 11,580
Hardware and other | Operating Segments | Platform Technologies        
Segment Reporting Information        
Total revenues 0 0 0 0
Hardware and other | Corporate        
Segment Reporting Information        
Total revenues $ 6,913 $ 7,371 $ 6,913 $ 7,371
v3.24.2
Segment and Related Information - Schedule of Reconciliation of Operating Income from Segments to Consolidated (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information        
Total segment operating income $ 78,035 $ 61,874 $ 145,013 $ 106,854
Amortization of acquired software (303,160) (281,102) (591,853) (553,119)
Amortization of other intangibles (13,845) (18,366) (31,963) (36,774)
Interest expense (1,253) (6,387) (3,437) (14,071)
Other income, net 1,883 643 3,728 1,889
Income before income taxes 78,665 56,130 145,304 94,672
Amortization of acquired software        
Segment Reporting Information        
Amortization of acquired software (9,240) (8,924) (18,479) (17,844)
Operating Segment and Corporate Non-segment        
Segment Reporting Information        
Total segment operating income $ 101,120 $ 89,164 $ 195,455 $ 161,472
v3.24.2
Disaggregation of Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Disaggregation of Revenue        
Total revenues $ 540,976 $ 504,279 $ 1,053,335 $ 976,133
Corporate        
Disaggregation of Revenue        
Total revenues (62) 519 (6,233) (4,564)
Intercompany        
Disaggregation of Revenue        
Total revenues (6,975) (6,852) (13,146) (11,935)
Corporate and Elimination        
Disaggregation of Revenue        
Total revenues (62) 519 (6,233) (4,564)
Enterprise Software | Intercompany        
Disaggregation of Revenue        
Total revenues 6,511 6,852 12,682 11,935
Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 379,318 342,475 748,519 670,820
Platform Technologies | Intercompany        
Disaggregation of Revenue        
Total revenues 464 0 464 0
Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 161,720 161,285 311,049 309,877
Recurring revenues        
Disaggregation of Revenue        
Total revenues 448,991 414,328 879,452 809,924
Recurring revenues | Corporate        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Recurring revenues | Enterprise Software        
Disaggregation of Revenue        
Total revenues 300,942 264,507 592,150 523,003
Recurring revenues | Platform Technologies        
Disaggregation of Revenue        
Total revenues 148,049 149,821 287,302 286,921
Non-recurring revenues        
Disaggregation of Revenue        
Total revenues 91,985 89,951 173,883 166,209
Non-recurring revenues | Corporate        
Disaggregation of Revenue        
Total revenues 6,913 7,371 6,913 7,371
Non-recurring revenues | Enterprise Software        
Disaggregation of Revenue        
Total revenues 71,865 71,116 143,687 135,882
Non-recurring revenues | Platform Technologies        
Disaggregation of Revenue        
Total revenues 13,207 11,464 23,283 22,956
Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 19,279 22,545 35,737 37,025
Products and services transferred over time        
Disaggregation of Revenue        
Total revenues 521,697 481,734 1,017,598 939,108
SaaS        
Disaggregation of Revenue        
Total revenues 155,978 126,598 304,762 248,513
SaaS | Corporate        
Disaggregation of Revenue        
Total revenues 0 0 0 0
SaaS | Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 136,045 111,019 264,187 217,381
SaaS | Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 19,933 15,579 40,575 31,132
SaaS | Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 0 0 0 0
SaaS | Products and services transferred over time        
Disaggregation of Revenue        
Total revenues 155,978 126,598 304,762 248,513
Transaction-based fees        
Disaggregation of Revenue        
Total revenues 177,704 171,191 342,163 329,741
Transaction-based fees | Corporate        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Transaction-based fees | Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 55,701 43,535 107,585 85,587
Transaction-based fees | Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 122,003 127,656 234,578 244,154
Transaction-based fees | Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Transaction-based fees | Products and services transferred over time        
Disaggregation of Revenue        
Total revenues 177,704 171,191 342,163 329,741
Maintenance        
Disaggregation of Revenue        
Total revenues 115,309 116,539 232,527 231,670
Maintenance | Corporate        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Maintenance | Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 109,196 109,953 220,378 220,035
Maintenance | Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 6,113 6,586 12,149 11,635
Maintenance | Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Maintenance | Products and services transferred over time        
Disaggregation of Revenue        
Total revenues 115,309 116,539 232,527 231,670
Professional services        
Disaggregation of Revenue        
Total revenues 71,928 66,420 136,734 127,349
Professional services | Corporate        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Professional services | Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 58,731 55,256 113,624 106,755
Professional services | Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 13,197 11,164 23,110 20,594
Professional services | Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Professional services | Products and services transferred over time        
Disaggregation of Revenue        
Total revenues 71,928 66,420 136,734 127,349
Software licenses and royalties        
Disaggregation of Revenue        
Total revenues 5,329 9,779 14,063 19,909
Software licenses and royalties | Corporate        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Software licenses and royalties | Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 5,319 9,479 13,890 17,547
Software licenses and royalties | Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 10 300 173 2,362
Software licenses and royalties | Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 4,551 8,793 12,651 18,074
Software licenses and royalties | Products and services transferred over time        
Disaggregation of Revenue        
Total revenues 778 986 1,412 1,835
Hardware and other        
Disaggregation of Revenue        
Total revenues 14,728 13,752 23,086 18,951
Hardware and other | Corporate        
Disaggregation of Revenue        
Total revenues 6,913 7,371 6,913 7,371
Hardware and other | Enterprise Software | Operating Segments        
Disaggregation of Revenue        
Total revenues 7,815 6,381 16,173 11,580
Hardware and other | Platform Technologies | Operating Segments        
Disaggregation of Revenue        
Total revenues 0 0 0 0
Hardware and other | Products and services transferred at a point in time        
Disaggregation of Revenue        
Total revenues 14,728 13,752 23,086 18,951
Hardware and other | Products and services transferred over time        
Disaggregation of Revenue        
Total revenues $ 0 $ 0 $ 0 $ 0
v3.24.2
Disaggregation of Revenue - Additional Information (Details)
6 Months Ended
Jun. 30, 2024
Minimum  
Disaggregation of Revenue  
Contract term (in years) 1 year
Typical contract term (in years) 1 year
Maximum  
Disaggregation of Revenue  
Contract term (in years) 10 years
Typical contract term (in years) 3 years
v3.24.2
Deferred Revenue and Performance Obligations - Schedule of Changes in Deferred Revenue (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2024
USD ($)
Disaggregation of Revenue  
Deferred revenue $ 652,302
Contract With Customer Liability  
Beginning balance 633,205
Deferral of revenue 716,239
Recognition of deferred revenue (697,142)
Ending balance 652,302
Corporate  
Disaggregation of Revenue  
Deferred revenue 2,775
Contract With Customer Liability  
Beginning balance 4,313
Ending balance 2,775
Enterprise Software | Operating Segments  
Disaggregation of Revenue  
Deferred revenue 620,425
Contract With Customer Liability  
Beginning balance 589,295
Ending balance 620,425
Platform Technologies | Operating Segments  
Disaggregation of Revenue  
Deferred revenue 29,102
Contract With Customer Liability  
Beginning balance 39,597
Ending balance $ 29,102
v3.24.2
Deferred Revenue and Performance Obligations - Additional Information (Details)
$ in Millions
Jun. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Remaining performance obligations $ 2,090
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction  
Revenue, remaining performance obligation (percent) 45.00%
Expected timing of satisfaction period (in years) 12 months
v3.24.2
Deferred Commissions (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2023
Capitalized Contract Cost          
Deferred commissions $ 50,800,000   $ 50,800,000   $ 49,200,000
Deferred commissions amortization $ 4,900,000 $ 4,300,000 9,600,000 $ 8,600,000  
Deferred commissions impairment     $ 0 $ 0  
Minimum          
Capitalized Contract Cost          
Sales commissions amortization period (in years)     3 years    
Maximum          
Capitalized Contract Cost          
Sales commissions amortization period (in years)     7 years    
v3.24.2
Acquisitions (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Business Acquisition    
Reimbursement of shares from escrow   $ 9,535
Rapid Financial Solutions, LLC    
Business Acquisition    
Reimbursement of shares from escrow (in shares) 27,702  
Reimbursement of shares from escrow $ 9,500  
v3.24.2
Debt - Outstanding Borrowings (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Mar. 09, 2021
Line of Credit Facility      
Total borrowings $ 600,000 $ 650,000  
Less: unamortized debt discount and debt issuance costs (2,931) (3,993)  
Total borrowings, net 597,069 646,007  
Less: current portion of debt 0 (49,801)  
Carrying value $ 597,069 596,206  
Revolving credit facility | Revolving Credit Facility      
Line of Credit Facility      
Line of credit facility interest rate (percent) 1.125%    
Total borrowings $ 0 0  
Term Loan A-1 | Revolving Credit Facility      
Line of Credit Facility      
Line of credit facility interest rate (percent) 1.125%    
Total borrowings $ 0 50,000  
Convertible Senior Notes due 2026 | Senior Notes      
Line of Credit Facility      
Debt instrument, interest rate, stated percentage (percent) 0.25%   0.25%
Total borrowings $ 600,000 $ 600,000  
v3.24.2
Debt - Additional Information (Details)
6 Months Ended
Apr. 21, 2021
USD ($)
Mar. 09, 2021
USD ($)
trading_day
$ / shares
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Line of Credit Facility        
Payment on term loans     $ 50,000,000 $ 120,000,000
Letter of credit outstanding     750,000  
2021 Credit Agreement        
Line of Credit Facility        
Payment on term loans     $ 50,000,000  
2021 Credit Agreement | Senior Notes        
Line of Credit Facility        
Effective percentage interest rate (percent)     8.66%  
Convertible Senior Notes due 2026 | Senior Notes        
Line of Credit Facility        
Initial conversion rate (in shares)   0.20266%    
Convertible Senior Notes due 2026 | Senior Notes        
Line of Credit Facility        
Debt instrument, interest rate, stated percentage (percent)   0.25% 0.25%  
Convertible Senior Notes   $ 600,000,000.0    
Net proceeds from issuance   591,400,000    
Initial purchasers' discounts   6,000,000    
Debt issuance costs   $ 2,600,000    
Common stock exceeds conversion price percentage (percent)   130.00%    
Debt instrument, convertible, threshold trading (in days) | trading_day   20    
Observation period (in days) | trading_day   30    
Measurement period (in days) | trading_day   5    
Debt instrument convertible (percent)   98.00%    
Redemption percentage (percent)   100.00%    
Initial conversion price (in usd per share) | $ / shares   $ 493.44    
Scheduled trading days prior to maturity (in days)   30 days    
Consecutive trading days (in days) | trading_day   30    
Effective percentage interest rate (percent)     0.54%  
Revolving Credit Facility | 2021 Credit Agreement        
Line of Credit Facility        
Revolving credit facility, maximum borrowing capacity $ 1,400,000,000      
Revolving Credit Facility | Revolving credit facility        
Line of Credit Facility        
Revolving credit facility, maximum borrowing capacity $ 500,000,000      
Commitment fee (percent) 0.15%      
Revolving Credit Facility | Revolving credit facility | Minimum        
Line of Credit Facility        
Commitment fee (percent) 0.15%      
Revolving Credit Facility | Revolving credit facility | Maximum        
Line of Credit Facility        
Commitment fee (percent) 0.30%      
Revolving Credit Facility | Term Loan A-1        
Line of Credit Facility        
Revolving credit facility, maximum borrowing capacity $ 600,000,000      
Debt instrument, term (in years) 5 years      
Revolving Credit Facility | Term Loan A-2        
Line of Credit Facility        
Revolving credit facility, maximum borrowing capacity $ 300,000,000      
Debt instrument, term (in years) 3 years      
Revolving Credit Facility | Convertible Senior Notes due 2026        
Line of Credit Facility        
Weighted average interest rate (percent)     0.25%  
v3.24.2
Debt - Interest Expense Recognized (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Debt Instrument        
Amortization of debt discount and debt issuance costs $ (649) $ (822) $ (1,467) $ (2,178)
Total (1,253) (6,387) (3,437) (14,071)
Contractual interest expense - Term Loans        
Debt Instrument        
Contractual interest expense 0 (4,565) (761) (10,206)
Senior Notes | Contractual interest expense - Convertible Senior Notes        
Debt Instrument        
Contractual interest expense (375) (375) (750) (750)
Revolving Credit Facility | Contractual interest expense - Revolving Credit Facility        
Debt Instrument        
Contractual interest expense $ (229) $ (625) $ (459) $ (937)
v3.24.2
Financial Instruments - Investments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Investments, All Other Investments [Abstract]    
Cash and cash equivalents $ 250,722 $ 165,493
Available-for-sale investments 11,167 17,431
Equity investments 10,000 10,000
Total $ 271,889 $ 192,924
v3.24.2
Financial Instruments - Additional Information (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
security
Jun. 30, 2024
USD ($)
security
Financial Instruments    
Interest receivable $ 31,000 $ 31,000
Allowance for credit loss 0 0
Available for sales debt securities, current 7,300,000 7,300,000
Available for sales debt securities, non-current $ 3,900,000 $ 3,900,000
Available-for-sale debt securities, loss position, current, number of positions | security 0 0
Available-for-sale debt securities, loss position, non-current, number of positions | security 12 12
Available-for-sale debt securities, loss position, non-current $ 10,800,000 $ 10,800,000
BFTR, LLC    
Financial Instruments    
Investment percentage (percent) 18.00% 18.00%
v3.24.2
Financial Instruments - Available-for-sale Investments (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Investments, All Other Investments [Abstract]    
Amortized cost $ 11,458 $ 17,866
Unrealized gains 1 0
Unrealized losses (292) (435)
Estimated fair value $ 11,167 $ 17,431
v3.24.2
Financial Instruments - Net Realized Gains (Losses) on Sales of Our Financial Instruments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Investments, All Other Investments [Abstract]        
Proceeds from sales and maturities $ 3,080 $ 14,132 $ 6,351 $ 37,107
Realized losses on sales, net of tax $ 0 $ (1) $ 0 $ (1)
v3.24.2
Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Increase (Decrease) in Stockholders' Equity        
Balance $ 3,023,135 $ 2,686,133 $ 2,937,995 $ 2,624,389
Other comprehensive income (loss), net of tax 55 (35) 108 59
Balance 3,132,108 2,768,251 3,132,108 2,768,251
Accumulated Other Comprehensive Loss        
Increase (Decrease) in Stockholders' Equity        
Balance (273) (750) (326) (844)
Other comprehensive income (loss) before reclassifications 55 (36) 108 58
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 0 1 0 1
Other comprehensive income (loss), net of tax 55 (35) 108 59
Balance (218) (785) (218) (785)
Unrealized Loss On Available-for-Sale Securities        
Increase (Decrease) in Stockholders' Equity        
Balance (273) (750) (326) (844)
Other comprehensive income (loss) before reclassifications 55 (36) 108 58
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 0 1 0 1
Other comprehensive income (loss), net of tax 55 (35) 108 59
Balance (218) (785) (218) (785)
Other        
Increase (Decrease) in Stockholders' Equity        
Balance 0 0 0 0
Other comprehensive income (loss) before reclassifications 0 0 0 0
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 0 0 0 0
Other comprehensive income (loss), net of tax 0 0 0 0
Balance $ 0 $ 0 $ 0 $ 0
v3.24.2
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques    
Cash and cash equivalents $ 250,722 $ 165,493
Available-for-sale investments 11,167 17,431
Equity investments 10,000 10,000
Convertible Senior Notes due 2026    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 659,034 609,168
Term Loan A-1    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments   49,801
Level 1    
Fair Value Measurement Inputs and Valuation Techniques    
Cash and cash equivalents 250,722 165,493
Available-for-sale investments 0 0
Equity investments 0 0
Level 1 | Convertible Senior Notes due 2026    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 0 0
Level 1 | Term Loan A-1    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments   0
Level 2    
Fair Value Measurement Inputs and Valuation Techniques    
Cash and cash equivalents 0 0
Available-for-sale investments 11,167 17,431
Equity investments 0 0
Level 2 | Convertible Senior Notes due 2026    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 659,034 609,168
Level 2 | Term Loan A-1    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments   49,801
Level 3    
Fair Value Measurement Inputs and Valuation Techniques    
Cash and cash equivalents 0 0
Available-for-sale investments 0 0
Equity investments 10,000 10,000
Level 3 | Convertible Senior Notes due 2026    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments $ 0 0
Level 3 | Term Loan A-1    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments   $ 0
v3.24.2
Fair Value - Additional Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques    
Available-for-sale investments $ 11,167 $ 17,431
BFTR, LLC    
Fair Value Measurement Inputs and Valuation Techniques    
Investment percentage (percent) 18.00%  
v3.24.2
Fair Value - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Dec. 31, 2023
Fair Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments $ 659,034 $ 658,969
Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 597,069 646,007
Term Loan A-1    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments   49,801
Term Loan A-1 | Fair Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 0 49,801
Term Loan A-1 | Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 0 49,801
Convertible Senior Notes due 2026    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 659,034 609,168
Convertible Senior Notes due 2026 | Fair Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 659,034 609,168
Convertible Senior Notes due 2026 | Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 597,069 596,206
Revolving Credit Facility | Fair Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments 0 0
Revolving Credit Facility | Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instruments $ 0 $ 0
v3.24.2
Income Tax Provision (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Effective income tax rates (percent) 13.90% 12.50% 16.10% 15.50%
Income tax paid     $ 39,100 $ 92,900
v3.24.2
Share-Based Compensation - Share-based Compensation Expense Related to Share-based Awards (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount        
Total share-based compensation expense $ 30,407 $ 26,028 $ 57,273 $ 53,924
Subscriptions, maintenance, and professional services        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount        
Total share-based compensation expense 7,620 6,437 15,010 12,779
Sales and marketing expense        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount        
Total share-based compensation expense 3,141 2,367 6,124 4,760
General and administrative expense        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount        
Total share-based compensation expense $ 19,646 $ 17,224 $ 36,139 $ 36,385
v3.24.2
Earnings Per Share - Schedule of Computation of Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Numerator for basic and diluted earnings per share:        
Net income, basic $ 67,738 $ 49,130 $ 121,908 $ 80,005
Net income, diluted $ 67,738 $ 49,130 $ 121,908 $ 80,005
Denominator:        
Weighted-average basic common shares outstanding (in shares) 42,527 41,980 42,528 41,987
Assumed conversion of dilutive securities:        
Stock awards (in shares) 748 771 758 723
Convertible senior notes (in shares) 0 0 0 0
Denominator for diluted earnings per share- Adjusted weighted-average shares (in shares) 43,275 42,751 43,286 42,710
Earnings per common share:        
Basic (in usd per share) $ 1.59 $ 1.17 $ 2.87 $ 1.91
Diluted (in usd per share) $ 1.57 $ 1.15 $ 2.82 $ 1.87
v3.24.2
Earnings Per Share - Additional Information (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Stock Awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share        
Antidilutive securities excluded from computation of earnings per shares (in shares) 75 344 119 423
Convertible Debt Securities        
Antidilutive Securities Excluded from Computation of Earnings Per Share        
Antidilutive securities excluded from computation of earnings per shares (in shares) 1,200 1,200 1,200 1,200
v3.24.2
Leases - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
USD ($)
lease
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
lease
Jun. 30, 2023
USD ($)
Lessee, Lease, Description        
Lease restructuring costs $ 0   $ 0 $ 1,400
Lessor, operating lease renewal term (in years) 10 years   10 years  
Rental income $ 791 $ 545 $ 1,600 $ 1,000
Related Party        
Lessee, Lease, Description        
Operating lease term | lease 1   1  
Minimum        
Lessee, Lease, Description        
Operating lease term (in years) 1 year   1 year  
Maximum        
Lessee, Lease, Description        
Operating lease term (in years) 10 years   10 years  
Operating lease renewal term (up to) 6 years   6 years  
v3.24.2
Leases - Schedule of Lease Cost (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Leases [Abstract]        
Operating lease cost $ 2,246 $ 3,119 $ 4,411 $ 7,510
Short-term lease cost 522 513 1,073 1,036
Variable lease cost 136 216 374 536
Net lease cost $ 2,904 $ 3,848 $ 5,858 $ 9,082
v3.24.2
Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Cash paid amounts included in the measurement of lease liabilities:    
Operating cash outflows from operating leases $ 6,310 $ 5,873
Right-of-use assets obtained in exchange for lease obligations (non-cash):    
Operating leases $ 2,428 $ 2,391
Lease term and discount rate:    
Weighted average remaining lease term (in years) 6 years 6 months 6 years 10 months 24 days
Weighted average discount rate (percent) 1.63% 1.60%
v3.24.2
Leases - Schedule of Future Minimum Operating Rental Income (Details)
$ in Thousands
Jun. 30, 2024
USD ($)
Future Operating Rental Income  
2024 (Remaining) $ 1,599
2025 2,221
2026 1,141
2027 882
2028 704
Thereafter 0
Total $ 6,547
v3.24.2
Related Party Transactions (Details)
ft² in Thousands
3 Months Ended 6 Months Ended 9 Months Ended
Jun. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Apr. 30, 2023
ft²
Related Party Transaction          
Lessor, operating lease renewal term (in years) 10 years 10 years      
Operating Lease Income Comprehensive Income Extensible List Not Disclosed Flag rental income        
Board Member | Office Facility Lubbock Texas | Management          
Related Party Transaction          
Area of real estate property | ft²         25
Lessor, operating lease renewal term (in years)         5 years
Pro-rated monthly rent       $ 25,000  
Monthly base rent   $ 58,000      
Operating lease, lease income $ 167,000 $ 348,000 $ 75,000    
v3.24.2
Commitments and Contingencies (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2022
Jun. 30, 2024
Contingencies    
Remaining aggregate minimum purchase commitment   $ 682.1
Contract Termination    
Contingencies    
Damages sought $ 15.0  

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