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 ~~March 31,~~September 30, 2023


☐			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 PARKWAY	PLANO	Texas	75024
(Address of principal executive offices)	(City)	(State)	(Zip code)

(972) 713-3700

(Registrant’s telephone number, including area code)


Title of each class	Trading symbol	Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUE	TYL	New 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 ~~April 25,~~October 31, 2023 was ~~41,925,317.~~42,124,186.

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 March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Revenues:	Revenues:						Revenues:
Subscriptions	Subscriptions	$	280,465	$	245,443		Subscriptions	$	295,190	$	254,346	$	873,444	$	755,604
Maintenance	Maintenance	115,130		117,029			Maintenance	117,484		117,338		349,154		351,182
Professional services	Professional services	60,929		70,015			Professional services	61,126		71,818		188,475		213,770
Software licenses and royalties	Software licenses and royalties	10,130		16,506			Software licenses and royalties	10,554		20,269		30,463		51,784
Hardware and other	Hardware and other	5,199		7,115			Hardware and other	10,330		9,420		29,281		25,643
Total revenues	Total revenues	471,853		456,108			Total revenues	494,684		473,191		1,470,817		1,397,983

Cost of revenues:	Cost of revenues:						Cost of revenues:
Subscriptions, maintenance, and professional services	Subscriptions, maintenance, and professional services	252,415		242,832			Subscriptions, maintenance, and professional services	247,781		245,711		755,985		738,712
Software licenses and royalties	Software licenses and royalties	2,313		1,445			Software licenses and royalties	3,120		1,655		7,865		4,647
Amortization of software development	Amortization of software development	2,588		1,164			Amortization of software development	3,083		1,507		8,568		3,993
Amortization of acquired software	Amortization of acquired software	8,920		13,221			Amortization of acquired software	9,035		13,622		26,879		40,882
Hardware and other	Hardware and other	5,780		5,028			Hardware and other	6,505		6,033		23,346		19,219
Total cost of revenues	Total cost of revenues	272,016		263,690			Total cost of revenues	269,524		268,528		822,643		807,453

Gross profit	Gross profit	199,837		192,418			Gross profit	225,160		204,663		648,174		590,530

Sales and marketing expense	Sales and marketing expense	37,103		35,206			Sales and marketing expense	35,898		33,688		110,104		100,776
General and administrative expense	General and administrative expense	72,360		62,689			General and administrative expense	78,519		69,931		228,560		200,440
Research and development expense	Research and development expense	26,987		23,941			Research and development expense	28,282		25,190		83,421		72,517
Amortization of other intangibles	Amortization of other intangibles	18,407		14,714			Amortization of other intangibles	18,526		14,941		55,300		43,259

Operating income	Operating income	44,980		55,868			Operating income	63,935		60,913		170,789		173,538

Interest expense	Interest expense	(7,684)		(4,804)			Interest expense	(5,808)		(9,258)		(19,879)		(20,276)
Other income, net	Other income, net	1,246		364			Other income, net	787		131		2,676		712
Income before income taxes	Income before income taxes	38,542		51,428			Income before income taxes	58,914		51,786		153,586		153,974
Income tax provision (benefit)	Income tax provision (benefit)	7,667		11,444			Income tax provision (benefit)	11,903		(1,447)		26,570		20,811
Net income	Net income	$	30,875	$	39,984		Net income	$	47,011	$	53,233	$	127,016	$	133,163

Earnings per common share:	Earnings per common share:						Earnings per common share:
Basic	Basic	$	0.74	$	0.97		Basic	$	1.12	$	1.28	$	3.02	$	3.21
Diluted	Diluted	$	0.73	$	0.94		Diluted	$	1.10	$	1.26	$	2.97	$	3.14

See accompanying notes.

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Net income	Net income	$	30,875	$	39,984		Net income	$	47,011	$	53,233	$	127,016	$	133,163
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:						Other comprehensive income (loss), net of tax:
Securities available-for-sale and transferred securities:	Securities available-for-sale and transferred securities:						Securities available-for-sale and transferred securities:
Change in net unrealized holding gains (losses) on available for sale securities during the period		94		(629)
Change in net unrealized holding gain (loss) on available for sale securities during the period							Change in net unrealized holding gain (loss) on available for sale securities during the period	263		(109)		321		(852)
Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity	Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity	—		(27)			Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity	—		—		—		(27)
Reclassification adjustment for net gain on sale of available for sale securities, included in net income		—		(41)
Reclassification adjustment for net loss on sale of available for sale securities, included in net income							Reclassification adjustment for net loss on sale of available for sale securities, included in net income	—		72		1		79
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	94		(697)			Other comprehensive income (loss), net of tax	263		(37)		322		(800)
Comprehensive income	Comprehensive income	$	30,969	$	39,287		Comprehensive income	$	47,274	$	53,196	$	127,338	$	132,363

See accompanying notes.

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)


		March 31, 2023 (unaudited)		December 31, 2022			September 30, 2023 (unaudited)		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	130,845	$	173,857	Cash and cash equivalents	$	131,486	$	173,857
Accounts receivable (less allowance for losses and sales adjustments of $14,767 in 2023 and $14,761 in 2022)		508,683		577,257
Accounts receivable (less allowance for losses and sales adjustments of $17,024 in 2023 and $14,761 in 2022)						Accounts receivable (less allowance for losses and sales adjustments of $17,024 in 2023 and $14,761 in 2022)	623,613		577,257
Short-term investments	Short-term investments	28,810		37,030		Short-term investments	11,623		37,030
Prepaid expenses	Prepaid expenses	70,587		50,859		Prepaid expenses	60,350		50,859

Income tax receivable						Income tax receivable	7,633		—
Other current assets	Other current assets	6,738		8,239		Other current assets	7,286		8,239
Total current assets	Total current assets	745,663		847,242		Total current assets	841,991		847,242
Accounts receivable, long-term	Accounts receivable, long-term	9,282		8,271		Accounts receivable, long-term	10,123		8,271
Operating lease right-of-use assets	Operating lease right-of-use assets	48,627		50,989		Operating lease right-of-use assets	42,513		50,989
Property and equipment, net	Property and equipment, net	167,683		172,786		Property and equipment, net	165,737		172,786
Other assets:	Other assets:					Other assets:
Software development costs, net	Software development costs, net	54,565		48,189		Software development costs, net	66,434		48,189
Goodwill	Goodwill	2,489,084		2,489,308		Goodwill	2,510,488		2,489,308
Other intangibles, net	Other intangibles, net	976,359		1,002,164		Other intangibles, net	938,277		1,002,164
Non-current investments	Non-current investments	14,544		18,508		Non-current investments	9,553		18,508
Other non-current assets	Other non-current assets	49,828		49,960		Other non-current assets	52,313		49,960
		$	4,555,635	$	4,687,417		$	4,637,429	$	4,687,417
LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	122,361	$	104,813	Accounts payable	$	132,661	$	104,813
Accrued liabilities	Accrued liabilities	104,522		131,941		Accrued liabilities	134,407		131,941
Operating lease liabilities	Operating lease liabilities	11,413		10,736		Operating lease liabilities	11,527		10,736
Current income tax payable	Current income tax payable	69,337		43,667		Current income tax payable	—		43,667
Deferred revenue	Deferred revenue	497,395		568,538		Deferred revenue	600,439		568,538
Current portion of term loans	Current portion of term loans	30,000		30,000		Current portion of term loans	30,000		30,000
Total current liabilities	Total current liabilities	835,028		889,695		Total current liabilities	909,034		889,695

Term loans, net	Term loans, net	243,603		362,905		Term loans, net	109,395		362,905
Convertible senior notes due 2026, net	Convertible senior notes due 2026, net	594,914		594,484		Convertible senior notes due 2026, net	595,775		594,484
Deferred revenue, long-term	Deferred revenue, long-term	1,600		2,037		Deferred revenue, long-term	727		2,037
Deferred income taxes	Deferred income taxes	130,367		148,891		Deferred income taxes	105,002		148,891
Operating lease liabilities, long-term	Operating lease liabilities, long-term	46,567		48,049		Operating lease liabilities, long-term	42,098		48,049
Other long-term liabilities	Other long-term liabilities	17,423		16,967		Other long-term liabilities	22,547		16,967
Total liabilities	Total liabilities	1,869,502		2,063,028		Total liabilities	1,784,578		2,063,028
Commitments and contingencies	Commitments and contingencies	—		—		Commitments and contingencies	—		—
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued	Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued	—		—		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 March 31, 2023 and December 31, 2022		481		481
Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued and outstanding as of September 30, 2023 and December 31, 2022						Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued and outstanding as of September 30, 2023 and December 31, 2022	481		481
Additional paid-in capital	Additional paid-in capital	1,239,945		1,209,725		Additional paid-in capital	1,309,479		1,209,725
Accumulated other comprehensive loss, net of tax	Accumulated other comprehensive loss, net of tax	(750)		(844)		Accumulated other comprehensive loss, net of tax	(522)		(844)
Retained earnings	Retained earnings	1,468,729		1,437,854		Retained earnings	1,564,870		1,437,854
Treasury stock, at cost; 6,243,409 and 6,364,991 shares in 2023 and 2022, respectively		(22,272)		(22,827)
Treasury stock, at cost; 6,041,707 and 6,364,991 shares in 2023 and 2022, respectively						Treasury stock, at cost; 6,041,707 and 6,364,991 shares in 2023 and 2022, respectively	(21,457)		(22,827)
Total shareholders' equity	Total shareholders' equity	2,686,133		2,624,389		Total shareholders' equity	2,852,851		2,624,389
		$	4,555,635	$	4,687,417		$	4,637,429	$	4,687,417

See accompanying notes.

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	30,875	$	39,984	Net income	$	127,016	$	133,163
Adjustments to reconcile net income to cash provided by operating activities:	Adjustments to reconcile net income to cash provided by operating activities:					Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	38,112		38,149		Depreciation and amortization	114,198		116,950
Gains from sale of investments		—		(55)
Losses from sale of investments						Losses from sale of investments	1		44
Share-based compensation expense	Share-based compensation expense	27,896		25,279		Share-based compensation expense	80,905		77,991

Change in fair value in available-for-sale investments						Change in fair value in available-for-sale investments	—		—
Amortization of operating lease right-of-use assets	Amortization of operating lease right-of-use assets	3,804		3,082		Amortization of operating lease right-of-use assets	12,258		9,240
Deferred income tax benefit	Deferred income tax benefit	(18,556)		(9,438)		Deferred income tax benefit	(44,000)		(32,845)
Other	Other	499		—		Other	398		—
Changes in operating assets and liabilities, exclusive of effects of acquired companies:	Changes in operating assets and liabilities, exclusive of effects of acquired companies:					Changes in operating assets and liabilities, exclusive of effects of acquired companies:
Accounts receivable	Accounts receivable	77,563		20,637		Accounts receivable	(37,768)		(34,163)
Income tax payable	Income tax payable	25,670		19,512		Income tax payable	(51,300)		10,759
Prepaid expenses and other current assets	Prepaid expenses and other current assets	(18,381)		(5,481)		Prepaid expenses and other current assets	(11,594)		(6,568)
Accounts payable	Accounts payable	17,547		6,294		Accounts payable	27,848		(13,750)
Operating lease liabilities	Operating lease liabilities	(2,246)		(3,071)		Operating lease liabilities	(8,224)		(9,324)
Accrued liabilities	Accrued liabilities	(36,951)		(30,642)		Accrued liabilities	(10,607)		(23,797)
Deferred revenue	Deferred revenue	(71,579)		(56,551)		Deferred revenue	28,357		20,592
Other long-term liabilities	Other long-term liabilities	456		5,842		Other long-term liabilities	5,533		11,306
Net cash provided by operating activities	Net cash provided by operating activities	74,709		53,541		Net cash provided by operating activities	233,021		259,598

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Additions to property and equipment	Additions to property and equipment	(2,020)		(4,579)		Additions to property and equipment	(12,506)		(17,441)
Purchase of marketable security investments	Purchase of marketable security investments	(10,617)		(4,592)		Purchase of marketable security investments	(10,617)		(20,428)
Proceeds and maturities from marketable security investments	Proceeds and maturities from marketable security investments	22,975		22,672		Proceeds and maturities from marketable security investments	45,452		55,052

Investment in software development	Investment in software development	(9,079)		(7,947)		Investment in software development	(27,447)		(25,557)
Cost of acquisitions, net of cash acquired	Cost of acquisitions, net of cash acquired	(1,875)		(116,698)		Cost of acquisitions, net of cash acquired	(35,540)		(117,706)
Other	Other	16		(29)		Other	48		326
Net cash used by investing activities	Net cash used by investing activities	(600)		(111,173)		Net cash used by investing activities	(40,610)		(125,754)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Payment on term loans	Payment on term loans	(120,000)		(20,000)		Payment on term loans	(255,000)		(270,000)

Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award		(158)		8,045
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement						Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement	8,438		298
Contributions from employee stock purchase plan	Contributions from employee stock purchase plan	3,037		3,678		Contributions from employee stock purchase plan	11,780		12,614
Net cash used by financing activities	Net cash used by financing activities	(117,121)		(8,277)		Net cash used by financing activities	(234,782)		(257,088)

Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(43,012)		(65,909)		Net decrease in cash and cash equivalents	(42,371)		(123,244)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	173,857		309,171		Cash and cash equivalents at beginning of period	173,857		309,171
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	130,845	$	243,262	Cash and cash equivalents at end of period	$	131,486	$	185,927

See accompanying notes.


		Three Months Ended March 31,					Nine Months Ended September 30,
		2023		2022			2023		2022
Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Cash paid for interest	Cash paid for interest	$	6,784	$	4,059	Cash paid for interest	$	16,820	$	14,706
Cash paid (received) for income taxes, net		(548)		393
Cash paid for income taxes, net						Cash paid for income taxes, net	118,000		35,324
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Non-cash additions to property and equipment	Non-cash additions to property and equipment	$	201	$	464	Non-cash additions to property and equipment	$	834	$	32

TYLER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)


		Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock					Total Shareholders' Equity				Common Stock					Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings				Treasury Stock					Total Shareholders' Equity
		Shares	Amount								Shares			Amount				Shares				Amount									Shares							Amount
Balance at December 31, 2022		48,148	$	481			$	1,209,725				$	(844)	$	1,437,854	(6,365)					$	(22,827)		$	2,624,389
Balance at June 30, 2023																						Balance at June 30, 2023	48,148			$	481		$	1,272,315			$	(785)		$	1,517,859			(6,081)		$	(21,619)		$	2,768,251
Net income	Net income	—	—		—				—			30,875		—		—			30,875			Net income	—			—		—				—			47,011				—		—			47,011
Other comprehensive gain, net of tax		—	—		—				94			—		—		—			94
Other comprehensive income, net of tax																						Other comprehensive income, net of tax	—			—		—				263			—				—		—			263
Exercise of stock options and vesting of restricted stock units	Exercise of stock options and vesting of restricted stock units	—	—		(668)				—			—		136		8,802			8,134			Exercise of stock options and vesting of restricted stock units	—			—		6,200				—			—				29		398			6,598
Employee taxes paid for withheld shares upon equity award settlement	Employee taxes paid for withheld shares upon equity award settlement	—	—		—				—			—		(26)		(8,292)			(8,292)			Employee taxes paid for withheld shares upon equity award settlement	—			—		—				—			—				(1)		(282)			(282)
Stock compensation	Stock compensation	—	—		27,896				—			—		—		—			27,896			Stock compensation	—			—		26,981				—			—				—		—			26,981
Issuance of shares pursuant to employee stock purchase plan	Issuance of shares pursuant to employee stock purchase plan	—	—		2,992				—			—		11		45			3,037			Issuance of shares pursuant to employee stock purchase plan	—			—		3,983				—			—				11		46			4,029

Balance at March 31, 2023		48,148	$	481	$	1,239,945			$	(750)		$	1,468,729	(6,244)		$	(22,272)		$	2,686,133
Balance at September 30, 2023																						Balance at September 30, 2023	48,148			$	481	$	1,309,479			$	(522)		$	1,564,870			(6,042)		$	(21,457)		$	2,852,851


		Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Treasury Stock					Total Shareholders' Equity				Common Stock					Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Retained Earnings				Treasury Stock					Total Shareholders' Equity
		Shares	Amount								Shares			Amount				Shares				Amount									Shares							Amount
Balance at December 31, 2021		48,148	$	481			$	1,075,650				$	(46)	$	1,273,614	(6,833)					$	(25,667)		$	2,324,032
Balance at June 30, 2022																						Balance at June 30, 2022	48,148			$	481		$	1,128,821			$	(809)		$	1,353,544			(6,584)		$	(23,710)		$	2,458,327
Net income	Net income	—	—		—				—			39,984		—		—			39,984			Net income	—			—		—				—			53,233				—		—			53,233
Unrealized loss on available-for-sale securities, net of tax		—	—		—				(697)			—		—		—			(697)
Other comprehensive loss, net of tax																						Other comprehensive loss, net of tax	—			—		—				(37)			—				—		—			(37)
Exercise of stock options and vesting of restricted stock units	Exercise of stock options and vesting of restricted stock units	—	—		(5,609)				—			—		157		13,654			8,045			Exercise of stock options and vesting of restricted stock units	—			—		4,232				—			—				45		758			4,990
Employee taxes paid for withheld shares upon equity award settlement	Employee taxes paid for withheld shares upon equity award settlement	—	—		—				—			—		(29)		(12,587)			(12,587)			Employee taxes paid for withheld shares upon equity award settlement	—			—		—				—			—				(2)		(585)			(585)
Stock compensation	Stock compensation	—	—		25,279				—			—		—		—			25,279			Stock compensation	—			—		26,912				—			—				—		—			26,912
Issuance of shares pursuant to employee stock purchase plan	Issuance of shares pursuant to employee stock purchase plan	—	—		3,613				—			—		8		65			3,678			Issuance of shares pursuant to employee stock purchase plan	—			—		4,394				—			—				16		64			4,458

Balance at March 31, 2022		48,148	$	481	$	1,098,933			$	(743)		$	1,313,598	(6,697)		$	(24,535)		$	2,387,734
Balance at September 30, 2022																						Balance at September 30, 2022	48,148			$	481	$	1,164,359			$	(846)		$	1,406,777			(6,525)		$	(23,473)		$	2,547,298

TYLER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2022	48,148	$	481	$	1,209,725	$	(844)	$	1,437,854	(6,365)	$	(22,827)	$	2,624,389
Net income	—	—		—		—		127,016		—	—		127,016
Other comprehensive income, net of tax	—	—		—		322		—		—	—		322
Exercise of stock options and vesting of restricted stock units	—	—		7,223		—		—		338	20,242		27,465
Employee taxes paid for withheld shares for taxes upon equity award settlement	—	—		—		—		—		(53)	(19,026)		(19,026)
Stock compensation	—	—		80,905		—		—		—	—		80,905
Issuance of shares pursuant to employee stock purchase plan	—	—		11,626		—		—		38	154		11,780


Balance at September 30, 2023	48,148	$	481	$	1,309,479	$	(522)	$	1,564,870	(6,042)	$	(21,457)	$	2,852,851


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2021	48,148	$	481	$	1,075,650	$	(46)	$	1,273,614	(6,833)	$	(25,667)	$	2,324,032
Net income	—	—		—		—		133,163		—	—		133,163
Other comprehensive loss, net of tax	—	—		—		(800)		—		—	—		(800)
Exercise of stock options and vesting of restricted stock units	—	—		(1,665)		—		—		324	22,878		21,213
Employee taxes paid for withheld shares for taxes upon equity award settlement	—	—		—		—		—		(52)	(20,915)		(20,915)
Stock compensation	—	—		77,991		—		—		—	—		77,991
Issuance of shares pursuant to employee stock purchase plan	—	—		12,383		—		—		36	231		12,614


Balance at September 30, 2022	48,148	$	481	$	1,164,359	$	(846)	$	1,406,777	(6,525)	$	(23,473)	$	2,547,298

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 ~~March 31,~~September 30, 2023, and December 31, 2022, and operating result amounts are for the three and nine months ended ~~March 31,~~September 30, 2023, and 2022, 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, 2022. 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 the previous year have been reclassified to conform to the current year presentation. As of January 1, 2023, we have elected to no longer report the appraisal services revenue and related costs as separate categories in the statement of income due to less significance on our overall operating results. Therefore, we have combined the appraisal services revenue category with the professional services revenue category; and the related cost of revenue category for appraisal services is now combined with the cost of revenue category related to subscriptions, maintenance and professional services on the condensed consolidated statements of income for all reporting periods presented.

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 nine months ended ~~March 31,~~September 30, 2023, respectively, we had approximately ~~$94,000~~$263,000 and $322,000 of other comprehensive ~~gain,~~income, net of taxes, from our available-for-sale investment holdings and ~~$697,000~~$37,000 and $800,000 of other comprehensive loss during the three and nine months ended ~~March 31, 2022.~~September 30, 2022, respectively.

(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, 2022, filed with the SEC on February 22, 2023, 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

The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. 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

Subscriptions revenue consists of revenue derived from our software as a service ("SaaS") arrangements and transaction-based fees primarily related to digital government services and payment processing. We also provide electronic document filing solutions (“e-filing”) that simplify the filing and management of court related documents for courts and law offices. E-filing revenue is derived from transaction fees and fixed fee arrangements. 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 over time based on the amount billable to the customer in accordance with the 'as invoiced' practical expedient in ASC 606-10-55-18. In some cases, we are paid on a fixed fee basis and recognize the revenue ratably over the contractual period. Typically, the structure of our arrangements does not give rise to variable consideration. However, in those instances whereby 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.

Other software arrangements with customers contain multiple performance obligations that range from software licenses, installation, training, and consulting to software modification and customization to meet specific customer needs (services), 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 revenue 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. We record an unbilled receivable related to revenue recognized for on-premises licenses as we have an unconditional right to invoice and receive payment in the future related to those licenses.

At ~~March 31,~~September 30, 2023, and December 31, 2022, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was ~~$518.0~~$633.7 million and $585.5 million, respectively. We have recorded unbilled receivables of ~~$131.4~~$130.5 million and $135.4 million at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. Included in unbilled receivables are retention receivables of ~~$8.2~~$8.7 million and $8.6 million at ~~March 31,~~September 30, 2023 and December 31, 2022, 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, 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, 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. Since 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. 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 allowance for losses and sales adjustments of $17.0 million and $14.8 million at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, does not include provisions for credit losses. Because we rarely experience credit losses with our clients, we have not recorded a material reserve for credit losses.

910

~~RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS~~GOODWILL AND OTHER INTANGIBLE ASSETS

~~There were~~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 whether it is more likely than not that a reporting unit's fair value is less than its carrying value before applying the quantitative assessment described below. When testing goodwill for impairment quantitatively, we first compare the 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. We evaluate the reasonableness of the fair value calculations of our reporting units by comparing the total of the fair value of all of our reporting units to our total market capitalization.

During the fourth quarter of 2022, as part of our annual impairment test as of October 1, we performed qualitative assessments for all reporting units except for reporting units that do not have significant excess fair value over carrying value. As a result of these qualitative assessments, we determined that it was more likely than not that the fair value exceeded the carrying value; therefore, we did not perform a Step 1 quantitative impairment test. We performed quantitative assessments for the reporting units containing the recently acquired data and insights, digital government and payments solutions, and development platform solutions reporting units and concluded no ~~new~~impairment existed as of our annual assessment date. Approximately $1.7 billion, or 70%, of total goodwill as of December 31, 2022, related to these reporting units, which, as a result of the recency of these acquisitions, do not ~~yet adopted accounting pronouncements currently issued that would affect~~have significant excess fair values over carrying values. Our annual goodwill impairment analysis did not result in an impairment charge. For the ~~Company~~nine months ended September 30, 2023, we have not recorded any impairment to goodwill because no triggering events or ~~have~~change in circumstances indicating a ~~material impact~~potential impairment had occurred as of period-end.

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. Changes in market conditions or other factors outside of our control could cause us to change key assumptions and our judgment about a reporting unit’s prospects. Similarly, in a specific period, a reporting unit could significantly underperform relative to its ~~consolidated financial position~~historical or ~~results~~projected future operating results. Either situation could result in a meaningfully different estimate of ~~operations in~~the fair value of our reporting units, and a consequent future ~~periods.~~impairment charge.

(3) Segment and Related Information

We provide integrated information management solutions and services for the public sector.

We provide our software systems and related professional services through six business units, which focus on the following products:

•financial management, education and planning, regulatory, and maintenance software solutions;

•financial management, municipal courts, planning, regulatory, and maintenance software solutions;

•courts and justice and public safety software solutions;

•property and recording solutions;

•platform solutions including case management and business process management; and

•digital solutions including payments and government services.

In accordance with ASC 280-10, Segment Reporting, we report our results in 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: financial management and education; planning, regulatory and maintenance; courts and justice; public safety; and property and recording solutions. The Platform Technologies ("PT") reportable segment provides public sector entities with software solutions to perform transaction processing, streamline data processing, and improve operations and workflows such as platform solutions and digital solutions.

We evaluate performance based on several factors, of which 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 intercompany transactions relate to contracts involving more than one 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 March 31, 2023		Enterprise Software		Platform Technologies		Corporate		Totals
For the three months ended September 30, 2023										For the three months ended September 30, 2023	Enterprise Software		Platform Technologies		Corporate		Totals
Revenues	Revenues									Revenues
Subscriptions:	Subscriptions:									Subscriptions:
SaaS	SaaS	$	111,042	$	15,553	$	—	$	126,595	SaaS	$	120,747	$	17,762	$	—	$	138,509
Transaction-based fees	Transaction-based fees	37,372		116,498		—		153,870		Transaction-based fees	45,176		111,505		—		156,681
Maintenance	Maintenance	110,081		5,049		—		115,130		Maintenance	111,574		5,910		—		117,484
Professional services	Professional services	51,499		9,430		—		60,929		Professional services	52,413		8,713		—		61,126
Software licenses and royalties	Software licenses and royalties	8,068		2,062		—		10,130		Software licenses and royalties	7,531		3,023		—		10,554
Hardware and other	Hardware and other	5,199		—		—		5,199		Hardware and other	10,371		—		(41)		10,330
Intercompany	Intercompany	5,083		—		(5,083)		—		Intercompany	5,943		—		(5,943)		—
Total revenues	Total revenues	$	328,344	$	148,592	$	(5,083)	$	471,853	Total revenues	$	353,755	$	146,913	$	(5,984)	$	494,684
Segment operating income (loss)	Segment operating income (loss)	$	99,980	$	29,537	$	(57,210)	$	72,307	Segment operating income (loss)	$	121,560	$	31,411	$	(61,475)	$	91,496


For the three months ended September 30, 2022	Enterprise Software		Platform Technologies		Corporate		Totals
Revenues
Subscriptions:
SaaS	$	97,279	$	12,633	$	—	$	109,912
Transaction-based fees	38,057		106,377		—		144,434
Maintenance	111,486		5,852		—		117,338
Professional services	51,079		20,739		—		71,818
Software licenses and royalties	17,166		3,103		—		20,269
Hardware and other	7,271		—		2,149		9,420
Intercompany	5,541		—		(5,541)		—
Total revenues	$	327,879	$	148,704	$	(3,392)	$	473,191
Segment operating income (loss)	$	110,693	$	33,466	$	(54,683)	$	89,476

1012


For the three months ended March 31, 2022		Enterprise Software		Platform Technologies		Corporate		Totals
For the nine months ended September 30, 2023										For the nine months ended September 30, 2023	Enterprise Software		Platform Technologies		Corporate		Totals
Revenues	Revenues									Revenues
Subscriptions:	Subscriptions:									Subscriptions:
SaaS	SaaS	$	90,771	$	11,011	$	—	$	101,782	SaaS	$	338,128	$	48,894	$	—	$	387,022
Transaction-based fees	Transaction-based fees	29,545		114,116		—		143,661		Transaction-based fees	130,761		355,661		—		486,422
Maintenance	Maintenance	110,695		6,334		—		117,029		Maintenance	331,609		17,545		—		349,154
Professional services	Professional services	51,167		18,848		—		70,015		Professional services	159,168		29,307		—		188,475
Software licenses and royalties	Software licenses and royalties	16,105		401		—		16,506		Software licenses and royalties	25,078		5,385		—		30,463
Hardware and other	Hardware and other	7,115		—		—		7,115		Hardware and other	21,951		—		7,330		29,281
Intercompany	Intercompany	5,589		—		(5,589)		—		Intercompany	17,878		—		(17,878)		—
Total revenues	Total revenues	$	310,987	$	150,710	$	(5,589)	$	456,108	Total revenues	$	1,024,573	$	456,792	$	(10,548)	$	1,470,817
Segment operating income (loss)	Segment operating income (loss)	$	106,529	$	30,733	$	(53,459)	$	83,803	Segment operating income (loss)	$	332,725	$	99,746	$	(179,503)	$	252,968


For the nine months ended September 30, 2022	Enterprise Software		Platform Technologies		Corporate		Totals
Revenues
Subscriptions:
SaaS	$	277,327	$	35,407	$	—	$	312,734
Transaction-based fees	107,019		335,851		—		442,870
Maintenance	332,941		18,241		—		351,182
Professional services	152,899		60,871		—		213,770
Software licenses and royalties	47,893		3,891		—		51,784
Hardware and other	19,884		—		5,759		25,643
Intercompany	16,472		—		(16,472)		—
Total revenues	$	954,435	$	454,261	$	(10,713)	$	1,397,983
Segment operating income (loss)	$	319,312	$	100,500	$	(162,133)	$	257,679


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
Reconciliation of reportable segment operating income to the Company's consolidated totals:	Reconciliation of reportable segment operating income to the Company's consolidated totals:	2023		2022			Reconciliation of reportable segment operating income to the Company's consolidated totals:	2023		2022		2023		2022
Total segment operating income	Total segment operating income	$	72,307	$	83,803		Total segment operating income	$	91,496	$	89,476	$	252,968	$	257,679
Amortization of acquired software	Amortization of acquired software	(8,920)		(13,221)			Amortization of acquired software	(9,035)		(13,622)		(26,879)		(40,882)
Amortization of other intangibles	Amortization of other intangibles	(18,407)		(14,714)			Amortization of other intangibles	(18,526)		(14,941)		(55,300)		(43,259)
Interest expense	Interest expense	(7,684)		(4,804)			Interest expense	(5,808)		(9,258)		(19,879)		(20,276)
Other income, net	Other income, net	1,246		364			Other income, net	787		131		2,676		712
Income before income taxes	Income before income taxes	$	38,542	$	51,428		Income before income taxes	$	58,914	$	51,786	$	153,586	$	153,974

(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 March 31, 2023		Products and services transferred at a point in time		Products and services transferred over time		Total
For the three months ended September 30, 2023								For the three months ended September 30, 2023	Products and services transferred at a point in time		Products and services transferred over time		Total
Revenues	Revenues							Revenues
Subscriptions:	Subscriptions:							Subscriptions:
SaaS	SaaS	$	—	$	126,595	$	126,595	SaaS	$	—	$	138,509	$	138,509
Transaction-based fees	Transaction-based fees	—		153,870		153,870		Transaction-based fees	—		156,681		156,681
Maintenance	Maintenance	—		115,130		115,130		Maintenance	—		117,484		117,484
Professional services	Professional services	—		60,929		60,929		Professional services	—		61,126		61,126
Software licenses and royalties	Software licenses and royalties	9,281		849		10,130		Software licenses and royalties	9,946		608		10,554
Hardware and other	Hardware and other	5,199		—		5,199		Hardware and other	10,330		—		10,330
Total	Total	$	14,480	$	457,373	$	471,853	Total	$	20,276	$	474,408	$	494,684


For the three months ended September 30, 2022	Products and services transferred at a point in time		Products and services transferred over time		Total
Revenues
Subscriptions:
SaaS	$	—	$	109,912	$	109,912
Transaction-based fees	—		144,434		144,434
Maintenance	—		117,338		117,338
Professional services	—		71,818		71,818
Software licenses and royalties	19,068		1,201		20,269
Hardware and other	9,420		—		9,420
Total	$	28,488	$	444,703	$	473,191


For the nine months ended September 30, 2023	Products and services transferred at a point in time		Products and services transferred over time		Total
Revenues
Subscriptions:
SaaS	$	—	$	387,022	$	387,022
Transaction-based fees	—		486,422		486,422
Maintenance	—		349,154		349,154
Professional services	—		188,475		188,475
Software licenses and royalties	28,020		2,443		30,463
Hardware and other	29,281		—		29,281
Total	$	57,301	$	1,413,516	$	1,470,817

1114


For the three months ended March 31, 2022		Products and services transferred at a point in time		Products and services transferred over time		Total
For the nine months ended September 30, 2022								For the nine months ended September 30, 2022	Products and services transferred at a point in time		Products and services transferred over time		Total
Revenues	Revenues							Revenues
Subscriptions:	Subscriptions:							Subscriptions:
SaaS	SaaS	$	—	$	101,782	$	101,782	SaaS	$	—	$	312,734	$	312,734
Transaction-based fees	Transaction-based fees	—		143,661		143,661		Transaction-based fees	—		442,870		442,870
Maintenance	Maintenance	—		117,029		117,029		Maintenance	—		351,182		351,182
Professional services	Professional services	—		70,015		70,015		Professional services	—		213,770		213,770
Software licenses and royalties	Software licenses and royalties	14,069		2,437		16,506		Software licenses and royalties	45,820		5,964		51,784
Hardware and other	Hardware and other	7,115		—		7,115		Hardware and other	25,643		—		25,643
Total	Total	$	21,184	$	434,924	$	456,108	Total	$	71,463	$	1,326,520	$	1,397,983

Recurring Revenues

The majority of our revenue is 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, which relate to digital government services, e-filing transactions, and payment processing. These revenues are considered recurring because revenues from these sources are expected to recur 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 three to five years. Virtually all of our on-premises software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenues. ~~That maintenance~~Maintenance and support is generally provided under annual, or in some cases, 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 March 31, 2023		Enterprise Software		Platform Technologies		Corporate		Totals
For the three months ended September 30, 2023										For the three months ended September 30, 2023	Enterprise Software		Platform Technologies		Corporate		Totals
Recurring revenues	Recurring revenues	$	258,495	$	137,100	$	—	$	395,595	Recurring revenues	$	277,497	$	135,177	$	—	$	412,674
Non-recurring revenues	Non-recurring revenues	64,766		11,492		—		76,258		Non-recurring revenues	70,315		11,736		(41)		82,010
Intercompany	Intercompany	5,083		—		(5,083)		—		Intercompany	5,943		—		(5,943)		—
Total revenues	Total revenues	$	328,344	$	148,592	$	(5,083)	$	471,853	Total revenues	$	353,755	$	146,913	$	(5,984)	$	494,684


For the three months ended March 31, 2022		Enterprise Software		Platform Technologies		Corporate		Totals
For the three months ended September 30, 2022										For the three months ended September 30, 2022	Enterprise Software		Platform Technologies		Corporate		Totals
Recurring revenues	Recurring revenues	$	231,011	$	131,461	$	—	$	362,472	Recurring revenues	$	246,823	$	124,861	$	—	$	371,684
Non-recurring revenues	Non-recurring revenues	74,387		19,249		—		93,636		Non-recurring revenues	75,515		23,843		2,149		101,507
Intercompany	Intercompany	5,589		—		(5,589)		—		Intercompany	5,541		—		(5,541)		—
Total revenues	Total revenues	$	310,987	$	150,710	$	(5,589)	$	456,108	Total revenues	$	327,879	$	148,704	$	(3,392)	$	473,191


For the nine months ended September 30, 2023	Enterprise Software		Platform Technologies		Corporate		Totals
Recurring revenues	$	800,498	$	422,100	$	—	$	1,222,598
Non-recurring revenues	206,197		34,692		7,330		248,219
Intercompany	17,878		—		(17,878)		—
Total revenues	$	1,024,573	$	456,792	$	(10,548)	$	1,470,817


For the nine months ended September 30, 2022	Enterprise Software		Platform Technologies		Corporate		Totals
Recurring revenues	$	717,287	$	389,499	$	—	$	1,106,786
Non-recurring revenues	220,676		64,762		5,759		291,197
Intercompany	16,472		—		(16,472)		—
Total revenues	$	954,435	$	454,261	$	(10,713)	$	1,397,983

(5) Deferred Revenue and Performance Obligations

Total deferred revenue, including long-term, by segment is as follows:

March 31, 2023 December 31, 2022
Enterprise Software $ 462,043 $ 533,902
Platform Technologies 29,776 33,691
Corporate 7,176 2,982
Totals $ 498,995 $ 570,575


	September 30, 2023		December 31, 2022
Enterprise Software	$	563,766	$	533,902
Platform Technologies	34,373		33,691
Corporate	3,027		2,982
Totals	$	601,166	$	570,575

Changes in total deferred revenue, including long-term, were as follows:


	~~Three~~Nine months ended ~~March 31,~~September 30, 2023
Balance as of December 31, 2022	$	570,575
Deferral of revenue	~~256,257~~1,023,931
Recognition of deferred revenue	~~(327,837)~~(993,340)
Balance as of ~~March 31,~~September 30, 2023	$	~~498,995~~601,166

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 ~~March 31,~~September 30, 2023, was ~~$1.85~~$1.95 billion, of which we expect to recognize approximately ~~46%~~47% as revenue over the next 12 months and the remainder thereafter.

(6) Deferred Commissions

Sales commissions earned by our ~~sales force~~salesforce 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 ~~$44.3~~$46.4 million and $43.8 million as of ~~March 31,~~September 30, 2023, and December 31, 2022, respectively. Amortization expense was ~~$4.3~~$5.0 million and ~~$3.5~~$13.6 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, and $4.1 million and $11.2 million for the three and nine months ended September 30, 2022, 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

On August 8, 2023, we acquired Computing System Innovations, LLC (CSI), a leading provider of artificial intelligence (AI) automation, redaction, and indexing solution for courts, recorders, attorneys, and others. The total purchase price, net of cash acquired of $0.4 million, was approximately $36.3 million, consisting of $33.4 million paid in cash and $3.3 million related to indemnity holdbacks, subject to certain post-closing adjustments.

We have performed a preliminary valuation analysis of the fair market value of CSI’s assets and liabilities. In connection with this transaction, we acquired total tangible assets of $0.9 million and assumed liabilities of approximately $2.4 million. We recorded goodwill of approximately $21.4 million, all of which is expected to be deductible for tax purposes, and other identifiable intangible assets of approximately $16.8 million. The goodwill arising from this acquisition is primarily attributed to our ability to generate increased revenues, earnings and cash flow by expanding our addressable market and client base. The intangible assets of $16.8 million are attributable to customer relationships and acquired software and will be amortized over a weighted average period of approximately 13 years.

On October 31, 2022, we acquired Rapid Financial Solutions, LLC (Rapid), a provider of reliable, scalable, and secure payments with best-in-class card issuance and digital disbursement capabilities. The total purchase price, net of cash acquired of $2.2 million, was approximately $67.4 million, consisting of $51.5 million paid in cash and $18.2 million of common stock.

We have performed a preliminary valuation analysis of the fair market value of Rapid’s assets and liabilities. In connection with this transaction, we acquired total tangible assets of $12.9 million and assumed liabilities of approximately $10.6 million. In the first quarter of 2023, we recorded $10.0 million for assumed liabilities related to litigation outstanding at the time of acquisition as the amount became probable and estimable and a related $10.0 million indemnification receivable from escrowed amounts established at acquisition. We recorded goodwill of approximately $40.0 million, all of which is expected to be deductible for tax purposes, and other identifiable intangible assets of approximately $27.6 million. The goodwill arising from this acquisition is primarily attributed to our ability to generate increased revenues, earnings and cash flow by expanding our addressable market and client base. The $27.6 million of intangible assets are attributable to customer relationships, acquired software, and trade name and will be amortized over a weighted average period of approximately 10 years.

The operating results of CSI and Rapid are included with the operating results of the Enterprise segment and Platform Technologies segment, respectively, since ~~its~~the inception date of ~~acquisition and~~each acquisition. Also, the impact of ~~this acquisition~~these acquisitions on our operating results, assets, and liabilities is not ~~material.~~material, individually or in the aggregate.

As of ~~March 31,~~September 30, 2023, the purchase price ~~allocation~~allocations for CSI and Rapid isare not final; therefore, certain preliminary valuation estimates of fair value assumed at the acquisition date for intangible assets, receivables, and related deferred taxes are subject to change as valuations are finalized. Our balance sheet as of ~~March 31,~~September 30, 2023, reflects the allocation of the purchase price to the net assets acquired based on their estimated fair value at the date of the acquisition. The fair value of the assets and liabilities acquired are based on valuations using Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. For the nine months ended September 30, 2023, we incurred fees of approximately $256,000 for financial advisory, legal, accounting, due diligence, valuation, and other various services necessary to complete acquisitions.

(8) Debt

The following table summarizes our total outstanding borrowings related to the 2021 Credit Agreement and Convertible Senior Notes:


		Rate	Maturity Date	March 31, 2023		December 31, 2022			Rate	Maturity Date	September 30, 2023		December 31, 2022
2021 Credit Agreement	2021 Credit Agreement							2021 Credit Agreement
Revolving credit facility	Revolving credit facility	S + 1.50%	April 2026	$	—	$	—	Revolving credit facility	S + 1.50%	April 2026	$	—	$	—
Term Loan A-1	Term Loan A-1	S + 1.50%	April 2026	250,000		290,000		Term Loan A-1	S + 1.50%	April 2026	140,000		290,000
Term Loan A-2	Term Loan A-2	S + 1.25%	April 2024	25,000		105,000		Term Loan A-2	S + 1.25%	April 2024	—		105,000
Convertible Senior Notes due 2026	Convertible Senior Notes due 2026	0.25%	March 2026	600,000		600,000		Convertible Senior Notes due 2026	0.25%	March 2026	600,000		600,000
Total borrowings	Total borrowings			875,000		995,000		Total borrowings			740,000		995,000
Less: unamortized debt discount and debt issuance costs	Less: unamortized debt discount and debt issuance costs			(6,483)		(7,611)		Less: unamortized debt discount and debt issuance costs			(4,830)		(7,611)
Total borrowings, net	Total borrowings, net			868,517		987,389		Total borrowings, net			735,170		987,389

Less: current portion of debt	Less: current portion of debt			(30,000)		(30,000)		Less: current portion of debt			(30,000)		(30,000)
Carrying value	Carrying value			$	838,517	$	957,389	Carrying value			$	705,170	$	957,389

2021 Credit Agreement

In connection with the completion of the acquisition of NIC, Inc. on April 21, 2021, we, as borrower, entered into a new $1.4 billion Credit Agreement (the “2021 Credit Agreement”) with the various lenders party 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”) and, together (the “Term Loans”). The 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. In addition to the required amortization payments on the Term Loan A-1 of 5% annually, certain mandatory quarterly prepayments of the Term Loans and the Revolving Credit Facility will be required (i) upon the issuance or incurrence of additional debt not otherwise permitted under the 2021 Credit Agreement and (ii) upon the occurrence of certain asset sales and insurance and condemnation recoveries, subject to certain thresholds, baskets, and reinvestment provisions as provided in the 2021 Credit Agreement.

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.

In accordance with our amended 2021 Credit Agreement, the borrowings under the Revolving Credit Facility and the Term Loan A-1 bear interest, at the Company’s option, at a per annum rate of either (1) the Administrative Agent’s prime commercial lending rate (subject to certain higher rate determinations) (the “Base 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%. The Term Loan A-2 bears interest, at the Company’s option, at a per annum rate of either (1) the Base Rate plus a margin of 0% to 0.5% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month SOFR rate plus a margin of 0.875% to 1.5%. The margin in each case is based upon the Company’s total net leverage ratio, as determined pursuant to the 2021 Credit Agreement. In addition to paying interest on the outstanding principal of loans under the Revolving Credit Facility, the Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, currently 0.25% per annum, ranging from 0.15% to 0.3% based upon the Company’s total net leverage ratio. As of September 30, 2023, we have fully repaid amounts due under Term Loan A-2.

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. As of ~~March 31,~~September 30, 2023, we were in compliance with those covenants.

The carrying amount is the par value of the Revolving Credit Facility and Term Loans 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.

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 with 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, beginning on September 15, 2021. 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 to, but excluding, the redemption date.

As of ~~March 31,~~September 30, 2023, 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

The weighted average interest rates for the borrowings under the 2021 Credit Agreement and Convertible Senior Notes ~~due 2026~~ were ~~6.38%~~6.92% and 0.25%, as of ~~March 31,~~September 30, 2023, respectively. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the effective interest rates for our borrowings were ~~6.98%~~7.43% and 0.54% for the 2021 Credit Agreement and the Convertible Senior Notes, respectively. The following sets forth the interest expense recognized related to the borrowings under the 2021 Credit Agreement and Convertible Senior Notes and is included in interest expense in the accompanying condensed consolidated statements of income:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Contractual interest expense - Revolving Credit Facility	Contractual interest expense - Revolving Credit Facility	$	(313)	$	(313)		Contractual interest expense - Revolving Credit Facility	$	(319)	$	(320)	$	(1,257)	$	(948)
Contractual interest expense - Term Loans	Contractual interest expense - Term Loans	(5,641)		(2,994)			Contractual interest expense - Term Loans	(3,787)		(5,234)		(13,993)		(12,603)
Contractual interest expense - Convertible Senior Notes	Contractual interest expense - Convertible Senior Notes	(375)		(375)			Contractual interest expense - Convertible Senior Notes	(375)		(375)		(1,125)		(1,125)
Amortization of debt discount and debt issuance costs	Amortization of debt discount and debt issuance costs	(1,355)		(1,122)			Amortization of debt discount and debt issuance costs	(1,327)		(3,329)		(3,504)		(5,600)

Total	Total	$	(7,684)	$	(4,804)		Total	$	(5,808)	$	(9,258)	$	(19,879)	$	(20,276)

As of ~~March 31,~~September 30, 2023, we had one outstanding standalone letter of credit totaling ~~$1.5 million.~~$750,000. The letter of credit, which guarantees our performance under a client contract, renews automatically annually unless canceled in writing, and expires in the third quarter of 2026. For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, we repaid ~~$120.0~~$255.0 million of the Term ~~Loans under the 2021 Credit Agreement.~~Loans.

(9) Financial Instruments

The following table presents our financial instruments:


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	130,845	$	173,857	Cash and cash equivalents	$	131,486	$	173,857

Available-for-sale investments	Available-for-sale investments	43,354		55,538		Available-for-sale investments	21,176		55,538
Equity investments	Equity investments	10,000		10,000		Equity investments	10,000		10,000
Total	Total	$	184,199	$	239,395	Total	$	162,662	$	239,395

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 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 ~~March 31,~~September 30, 2023, we have an accrued interest receivable balance of approximately ~~$202,000~~$118,000 which is included in accounts receivable, net. We do not ~~measure~~record an allowance for credit losses for accrued interest receivables. 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 a reduction to interest income in the period of the loss. During the three and nine months ended ~~March 31,~~September 30, 2023, we have recorded no credit 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:


		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022
Amortized cost	Amortized cost	$	44,360	$	56,670	Amortized cost	$	21,877	$	56,670
Unrealized gains	Unrealized gains	2		16		Unrealized gains	—		16
Unrealized losses	Unrealized losses	(1,008)		(1,148)		Unrealized losses	(701)		(1,148)
Estimated fair value	Estimated fair value	$	43,354	$	55,538	Estimated fair value	$	21,176	$	55,538

As of ~~March 31,~~September 30, 2023, we have ~~$28.8~~$11.6 million of available-for-sale debt securities with contractual maturities of one year or less and ~~$14.5~~$9.6 million with contractual maturities ~~great~~greater than one year. As of ~~March 31,~~September 30, 2023, 13three available-for-sale debt securities with a fair value of ~~$11.6~~$5.0 million have been in a loss position for one year or less and 3021 securities with a fair value of ~~$24.1~~$15.9 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 March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Proceeds from sales and maturities	Proceeds from sales and maturities	$	22,975	$	22,672		Proceeds from sales and maturities	$	8,345	$	14,457	$	45,452	$	55,052
Realized gains on sales, net of tax		—		41
Realized losses on sales, net of tax							Realized losses on sales, net of tax	—		(72)		(1)		(79)

Our equity investments consist of an 18% interest in BFTR, ~~LLC.,~~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 Securities Other Accumulated Other Comprehensive Loss
Balance as of December 31, 2022 $ (844) $ — $ (844)
Other comprehensive income before reclassifications 94 — 94
Reclassification adjustment of unrealized gains (losses) on securities transferred from held-to-maturity — — —
Reclassification adjustment for net (gain) loss on sale of available-for-sale securities, included in net income — — —
Other comprehensive income 94 — 94
Balance as of March 31, 2023 $ (750) $ — $ (750)


	Unrealized Loss On Available-for-Sale Securities		Other		Accumulated Other Comprehensive Loss
Balance as of June 30, 2023	$	(785)	$	—	$	(785)
Other comprehensive loss before reclassifications	263		—		263
Reclassification adjustment of unrealized gains (losses) on securities transferred from held-to-maturity	—		—		—
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income	—		—		—
Other comprehensive loss	263		—		263
Balance as of September 30, 2023	$	(522)	$	—	$	(522)

Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss
Balance as of December 31, 2021 $ (46) $ — $ (46)
Other comprehensive loss before reclassifications (629) — (629)
Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity (27) — (27)
Reclassification adjustment for net gain on sale of available-for-sale securities, included in net income (41) — (41)
Other comprehensive loss (697) — (697)
Balance as of March 31, 2022 $ (743) $ — $ (743)


	Unrealized Loss On Available-for-Sale Securities		Other		Accumulated Other Comprehensive Loss
Balance as of June 30, 2022	$	(809)	$	—	$	(809)
Other comprehensive loss before reclassifications	(109)		—		(109)
Reclassification adjustment of unrealized gains (losses) on securities transferred from held-to-maturity	—		—		—
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income	72		—		72
Other comprehensive loss	(37)		—		(37)
Balance as of September 30, 2022	$	(846)	$	—	$	(846)


	Unrealized Loss On Available-for-Sale Securities		Other		Accumulated Other Comprehensive Loss
Balance as of December 31, 2022	$	(844)	$	—	$	(844)
Other comprehensive income before reclassifications	321		—		321
Reclassification adjustment of unrealized gains (losses) on securities transferred from held-to-maturity	—		—		—
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income	1		—		1
Other comprehensive income	322		—		322
Balance as of September 30, 2023	$	(522)	$	—	$	(522)


	Unrealized Loss On Available-for-Sale Securities		Other		Accumulated Other Comprehensive Loss
Balance as of December 31, 2021	$	(46)	$	—	$	(46)
Other comprehensive loss before reclassifications	(852)		—		(852)
Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity	(27)		—		(27)
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income	79		—		79
Other comprehensive loss	(800)		—		(800)
Balance as of September 30, 2022	$	(846)	$	—	$	(846)

1721

(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 ~~March 31,~~September 30, 2023:


		Level 1		Level 2		Level 3		Total			Level 1		Level 2		Level 3		Total
Available-for-sale investments	Available-for-sale investments	$	43,354	$	—	$	—	$	43,354	Available-for-sale investments	$	21,176	$	—	$	—	$	21,176
Equity investments	Equity investments	—		—		10,000		10,000		Equity investments	—		—		10,000		10,000
2021 Credit Agreement	2021 Credit Agreement									2021 Credit Agreement
Revolving Credit Facility	Revolving Credit Facility	—		—		—		—		Revolving Credit Facility	—		—		—		—
Term Loan A-1	Term Loan A-1	—		248,679		—		248,679		Term Loan A-1	—		139,395		—		139,395
Term Loan A-2	Term Loan A-2	—		24,924		—		24,924		Term Loan A-2	—		—		—		—
Convertible Senior Notes due 2026	Convertible Senior Notes due 2026	—		576,714		—		576,714		Convertible Senior Notes due 2026	—		586,098		—		586,098

Assets that are Measured at Fair Value on a Recurring Basis

Cash and cash equivalents, accounts receivable, accounts payable, short-term obligations and certain other assets at cost approximate fair value because of the short maturity of these instruments.

As of ~~March 31,~~September 30, 2023, we have ~~$43.4~~$21.2 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 1 as they are based on inputs from unadjusted quoted prices that are available in active markets for identical assets or liabilities.

Assets that are Measured at Fair Value on a Nonrecurring Basis

As of ~~March 31,~~September 30, 2023, 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 may have a significant adverse effect on the fair value of the investments. 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.

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 2022, we completed our annual assessment of goodwill which did not result in an impairment charge. Further, we identified no indicators of impairment to long-lived and other assets and therefore, no impairment was recorded as of and for the ~~period~~nine months ended ~~March 31,~~September 30, 2023.

1822

Financial instruments measured at fair value only for disclosure purposes

The fair value of our borrowing under our amended 2021 Credit Agreement would approximate book value as of ~~March 31,~~September 30, 2023, because our interest rates reset approximately every 30 days or less.

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 ~~due 2026~~ 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 ~~due 2026~~ 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 2021 Credit Agreement and our Convertible ~~Notes due 2026):~~Notes:


		Fair Value at				Carrying Value at					Fair Value at				Carrying Value at
		March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022			September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
2021 Credit Agreement	2021 Credit Agreement									2021 Credit Agreement
Revolving Credit Facility	Revolving Credit Facility	$	—	$	—	$	—	$	—	Revolving Credit Facility	$	—	$	—	$	—	$	—
Term Loan A-1	Term Loan A-1	248,679		288,302		248,679		288,302		Term Loan A-1	139,395		288,302		139,395		288,302
Term Loan A-2	Term Loan A-2	24,924		104,603		24,924		104,603		Term Loan A-2	—		104,603		—		104,603
Convertible Senior Notes due 2026	Convertible Senior Notes due 2026	576,714		560,910		594,914		594,484		Convertible Senior Notes due 2026	586,098		560,910		595,775		594,484
		$	850,317	$	953,815	$	868,517	$	987,389		$	725,493	$	953,815	$	735,170	$	987,389

(12) Income Tax Provision

We had an effective income tax rate of ~~19.9%~~20.2% and 17.3% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to ~~22.3%~~negative 2.8% and 13.5% for the three and nine months ended ~~March 31, 2022.~~September 30, 2022, respectively. The ~~decrease~~increase in the effective tax rate for the three and nine months ended ~~March 31,~~September 30, 2023, as compared to the prior ~~period,~~periods, was ~~principally driven by an increase in~~due to a favorable true-up adjustment associated with research tax ~~credit benefits,~~credits recorded in the third quarter of 2022, offset by liabilities for uncertain tax positions, and a decrease in state income taxes and excess tax benefits related to stock incentive awards ~~and liabilities for uncertain tax positions.~~in the current year.

The effective income tax rates for the periods presented were different from the statutory United States federal income tax rate of 21% primarily due to ~~the tax benefits of~~ 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.

For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to currently deduct research and development expenses and requires taxpayers to capitalize and amortize them over five years for research activities performed in the United States and 15 years for research activities performed outside the United States pursuant to IRC Section 174. The requirement temporarily increases our U.S. federal and state cash tax payments and reduces cash flows in fiscal year 2023 and future years until the amortization deduction normalizes. ~~Subsequent to March 31,~~

We made income tax payments of $118.0 million and $35.3 million in the nine months ended September 30, 2023, ~~we have paid approximately $66.9 million of income taxes related to Section 174.~~and 2022, 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, pursuant to ASC 718, Stock Compensation:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Subscriptions, maintenance, and professional services	Subscriptions, maintenance, and professional services	$	6,342	$	6,772		Subscriptions, maintenance, and professional services	$	6,847	$	7,181	$	19,626	$	20,820
Sales and marketing expense	Sales and marketing expense	2,393		2,140			Sales and marketing expense	2,628		2,206		7,388		6,571
General and administrative expense	General and administrative expense	19,161		16,367			General and administrative expense	17,506		17,525		53,891		50,600
Total share-based compensation expense	Total share-based compensation expense	$	27,896	$	25,279		Total share-based compensation expense	$	26,981	$	26,912	$	80,905	$	77,991

(14) Earnings Per Share

The following table details the reconciliation of basic earnings per share to diluted earnings per share:


		Three Months Ended March 31,				Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022				2023		2022		2023		2022
Numerator for basic and diluted earnings per share:	Numerator for basic and diluted earnings per share:						Numerator for basic and diluted earnings per share:
Net income	Net income	$	30,875	$	39,984		Net income	$	47,011	$	53,233	$	127,016	$	133,163
Denominator:	Denominator:						Denominator:
Weighted-average basic common shares outstanding	Weighted-average basic common shares outstanding	41,832		41,364			Weighted-average basic common shares outstanding	42,087		41,600		42,002		41,523
Assumed conversion of dilutive securities:	Assumed conversion of dilutive securities:						Assumed conversion of dilutive securities:
Stock awards	Stock awards	674		1,079			Stock awards	754		807		734		902
Convertible Senior Notes	Convertible Senior Notes	—		—			Convertible Senior Notes	—		—		—		—
Denominator for diluted earnings per share - Adjusted weighted-average shares	Denominator for diluted earnings per share - Adjusted weighted-average shares	42,506		42,443			Denominator for diluted earnings per share - Adjusted weighted-average shares	42,841		42,407		42,736		42,425
Earnings per common share:	Earnings per common share:						Earnings per common share:
Basic	Basic	$	0.74	$	0.97		Basic	$	1.12	$	1.28	$	3.02	$	3.21
Diluted	Diluted	$	0.73	$	0.94		Diluted	$	1.10	$	1.26	$	2.97	$	3.14

For the three and nine months ended ~~March 31,~~September 30, 2023, and 2022, stock awards, representing the right to purchase common stock of approximately ~~501,000~~260,000 and 369,000 shares and ~~215,000~~361,000 and 354,000 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 ~~due 2026~~ 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 and interest expense, net of tax, recorded in connection with the Convertible Senior Notes is not added back to the numerator, only in the periods in which such 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 nine months ended ~~March 31,~~September 30, 2023, and 2022, as their effect would be antidilutive given none of the conversion features have been triggered. See Note 8, “Debt,” for discussion on the conversion features related to the Convertible Senior Notes.

(15) Leases

We lease office facilities for use in our operations, as well as transportation and other equipment. Most of our leases are non-cancelable operating lease agreements with ~~original~~ maturities between one ~~to 12~~and 11 years. Some of these leases include options to extend for up to six years. We have no finance leases and noone related party ~~lease agreements~~lessor agreement (see Note 16, "Related party transactions") as of ~~March 31,~~September 30, 2023. Right-of-use lease assets and lease liabilities for our operating leases are recorded in the condensed consolidated balance sheets. During the three and nine months ended ~~March 31,~~September 30, 2023, we incurred lease restructuring costs, resulting in ~~an additional~~$3.1 million and $4.5 million of operating lease costs. During both the three and nine months ended September 30, 2022, we incurred lease restructuring costs resulting $1.4 million of operating lease costs.

The components of operating lease expense were as follows:

Lease Costs Three Months Ended March 31,
2023 2022
Operating lease cost $ 4,391 $ 3,422
Short-term lease cost 523 506
Variable lease cost 320 370
Net lease cost $ 5,234 $ 4,298


Lease Costs	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease cost	$	6,306	$	4,601	$	13,816	$	10,609
Short-term lease cost	540		578		1,576		1,572
Variable lease cost	233		276		769		850
Net lease cost	$	7,079	$	5,455	$	16,161	$	13,031

Supplemental information related to leases is as follows:


Other Information	Other Information	Three Months Ended March 31,						Other Information	Nine Months Ended September 30,
		2023			2022				2023			2022
Cash flows:	Cash flows:							Cash flows:
Cash paid amounts included in the measurement of lease liabilities:	Cash paid amounts included in the measurement of lease liabilities:							Cash paid amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	Operating cash outflows from operating leases	$	2,510		$	3,613		Operating cash outflows from operating leases	$	9,118		$	10,247

Right-of-use assets obtained in exchange for lease obligations (non-cash):	Right-of-use assets obtained in exchange for lease obligations (non-cash):							Right-of-use assets obtained in exchange for lease obligations (non-cash):
Operating leases	Operating leases	$	1,406		$	4,980		Operating leases	$	3,108		$	23,821

Lease term and discount rate:	Lease term and discount rate:							Lease term and discount rate:
Weighted average remaining lease term (years)	Weighted average remaining lease term (years)	7.1			5.4			Weighted average remaining lease term (years)	6.9			7.3
Weighted average discount rate	Weighted average discount rate	1.59		%	1.72		%	Weighted average discount rate	1.66		%	1.57		%

Rental Income from third parties

We own office buildings in Bangor, Falmouth, and Yarmouth, Maine; Lubbock and Plano, Texas; Troy, Michigan; Latham, New York; and Moraine, Ohio. We lease space in some of these buildings to third-party tenants. 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 2023 and ~~2027,~~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 nine months ended ~~March 31,~~September 30, 2023, totaled ~~$466,000~~$552,000 and $1.6 million, respectively, and for the three and nine months ended ~~March 31,~~September 30, 2022 totaled ~~$305,000. Rental income is included in hardware~~$456,000 and ~~other revenue in the condensed consolidated statements of income.~~$1.2 million, respectively. As of ~~March 31,~~September 30, 2023, future minimum operating rental income based on contractual agreements is as follows:


Year ending December 31,	Year ending December 31,	Amount		Year ending December 31,	Amount
2023 (Remaining)	2023 (Remaining)	$	1,412	2023 (Remaining)	$	592
2024	2024	1,906		2024	3,049
2025	2025	1,363		2025	2,317
2026	2026	408		2026	1,171
2027	2027	131		2027	913
Thereafter	Thereafter	—		Thereafter	733
Total	Total	$	5,220	Total	$	8,775

(16) Related Party Transactions

In April 2023, we entered into an arm's length lease agreement with a company co-owned by a member of the Company’s board of directors for 25,000 square feet of office space in our Lubbock, Texas facility. The lease agreement, which commenced on April 1, 2023, 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 $60,000 per month thereafter. We recognized rental income of $150,000 under this lease for the nine months ended September 30, 2023.

(17) Commitments and Contingencies

Litigation

During the first quarter of 2022, we received a notice of termination for convenience ~~for~~ 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. On August 23, 2022, we filed a lawsuit to enforce our rights and remedies under the applicable contractual ~~arrangement.~~arrangement, and since then have been engaged directly with the client on payment resolution. 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 we purchase as part of our normal operations. In certain cases, these arrangements require a minimum annual purchase commitment by us. As of ~~March 31,~~September 30, 2023, the remaining aggregate minimum purchase commitment under these arrangements was approximately ~~$254~~$235 million through ~~2028.~~2031.

~~(17)~~(18) Subsequent Events

~~There have been no material events or transactions that occurred subsequent to March~~On October 31, ~~2023.~~2023, we completed two acquisitions for the total consideration of approximately $38 million, paid in all cash for one transaction and in a mix of cash and stock for the other transaction.

2226

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) the continuing effects of the COVID-19 pandemic, including its potential effects on the economic environment, our customers and our operations, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic; (2) changes in the budgets or regulatory environments of our clients, primarily local and state governments, that could negatively impact information technology spending; ~~(3)~~(2) disruption to our business and harm to our competitive position resulting from cyber-attacks and security vulnerabilities; ~~(4)~~(3) our ability to protect client information from security breaches and provide uninterrupted operations of data centers; ~~(5)~~(4) our ability to achieve growth or operational synergies through the integration of acquired businesses, while avoiding unanticipated costs and disruptions to existing operations; ~~(6)~~(5) material portions of our business require the internet infrastructure to be adequately maintained; ~~(7)~~(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; ~~(8)~~(7) general economic, political and market conditions, including continued inflation and ~~changes in~~rising interest rates; ~~(9)~~(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; ~~(10)~~(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; ~~(11)~~(10) the ability to attract and retain qualified personnel and dealing with the loss or retirement of key members of management or other key personnel; and ~~(12)~~(11) costs of compliance and any failure to comply with government and stock exchange regulations. A detailed discussion of 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”), transaction-based services primarily related to digital government services, ~~and online~~ payment processing, and electronic document filing solutions (“e-filing”), which simplify the filing and management of court related documents. In addition, we provide professional 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 outsourcing services for taxing jurisdictions.

We provide our software systems and related professional services through six business units, which focus on the following products:

•financial management, education and planning, regulatory, and maintenance software solutions;

•financial management, municipal courts, planning, regulatory, and maintenance software solutions;

•courts and justice and public safety software solutions;

•property and recording solutions;

•platform solutions including case management and business process management; and

•digital solutions including payments and government services.

2327

See Note 3, "Segment and Related Information," in the notes to the financial statements for additional information.

Recent Acquisitions

On August 8, 2023, we acquired Computing System Innovations, LLC (CSI), a leading provider of artificial intelligence (AI) automation, redaction, and indexing solution for courts, recorders, attorneys, and others. CSI is operated as a part of the courts & justice business unit and the results of CSI from the dates of acquisition are included with the operating results of the ES segment.

On October 31, 2022, we acquired Rapid Financial Solutions, LLC (Rapid), a provider of reliable, scalable, and secure payments with best-in-class card issuance and digital disbursement capabilities. On February 8, 2022, we acquired US eDirect Inc. (US eDirect), a leading provider of technology solutions for campground and outdoor recreation management. US eDirect and Rapid are operated as a part of the digital solutions business unit and the results of US eDirect and Rapid from their respective dates of acquisition are included with the operating results of the PT segment.

Operating Results

For the three and nine months ended ~~March 31,~~September 30, 2023, total revenues increased ~~3.5%~~4.5% and 5.2%, respectively, compared to the prior period. ~~Excluding the 2023 incremental impact of~~Revenues from recent acquisitions contributed $5.9 million or 1.2% and $16.8 million or 1.2% to the total revenues ~~increased 2.1%~~increases for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the prior period.

Subscriptions revenue grew ~~14.3%~~16.1% and 15.6% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the prior period, primarily due to an ongoing shift toward SaaS arrangements, along with growth in our transaction-based revenues such as e-filing and ~~online~~ payment services, offset by the decline in COVID pandemic related transaction-based revenue. ~~Excluding the impact of recent acquisitions, subscriptions revenue increased 11.7% for the three months ended March 31, 2023, compared to the prior period. Subscriptions revenue~~Subscription revenues from recent acquisitions contributed ~~2.6%~~$5.0 million or 2.0% and $15.8 million or 2.1% to the increases for the three and nine months ended ~~March 31, 2023.~~September 30, 2023, respectively.

Our backlog as of ~~March 31,~~September 30, 2023, was ~~$1.85~~$1.95 billion, a ~~5.1%~~3.9% increase ~~from last year.~~compared to September 30, 2022.

Our total employee count increased to ~~7,229~~7,301 at ~~March 31,~~September 30, 2023, including 5066 employees who joined us through acquisitions completed since ~~March 31,~~September 30, 2022, from ~~6,959~~7,176 at ~~March 31,~~September 30, 2022.

REGULATORY DEVELOPMENTS

Cybersecurity

In July 2023, the SEC adopted the Risk Management, Strategy, Governance, and Incident Disclosure Final Rule (the “Cybersecurity Final Rule”) enhancing disclosure requirements for registered companies covering cybersecurity risk and management. The Cybersecurity Final Rule generally requires companies to disclose material cybersecurity incidents on Form 8-K within four business days of a determination that a cybersecurity incident is material, and such materiality determination must be made without unreasonable delay. The Cybersecurity Final Rule also requires periodic disclosures of, among other things, details on the Company’s processes to assess, identify, and manage cybersecurity risks, cybersecurity governance, and management’s role in overseeing such a compliance program, including the board of directors’ oversight of cybersecurity risks. Certain reporting requirements under the Cybersecurity Final Rule become effective December 18, 2023. The Company will comply with the new requirement when it becomes effective.

Clawback Policy

On October 26, 2022, the SEC adopted final rules implementing the incentive-based compensation recovery (clawback) provisions mandated by Section 954 of the Dodd-Frank Act. The rules, which are set forth under new Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), directed U.S. stock exchanges to establish listing standards requiring listed companies to adopt policies providing for the recovery (or clawback) of incentive-based compensation received by current or former executive officers where such compensation is based on the erroneously reported financial information which required an accounting restatement (a “Clawback Policy”). Under the rules, a company must recover erroneously awarded incentive compensation “reasonably promptly” after such obligation is incurred. Rule 10D-1 also requires that the listing standards include disclosure requirements related to clawbacks.

On June 9, 2023, the SEC approved the NYSE’s proposed clawback listing standards. Consistent with Rule 10D-1, the NYSE listing standards require NYSE-listed companies, to (i) adopt a compliant Clawback Policy, (ii) file the Clawback Policy as an exhibit to their annual reports, and (iii) provide certain disclosures relating to any compensation recovery triggered by the policy. Failure to comply with the NYSE listing standards could result in a suspension from trading on the NYSE and the commencement of delisting procedures. Listed companies are required to adopt a compliant Clawback Policy no later than December 1, 2023. The Company's board of directors is currently evaluating NYSE clawback policy requirements and will comply with the new requirements by December 1, 2023.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The 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, ~~amortization and~~ 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, 2022. 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, 2022.

Reclassifications

As of January 1, 2023, we have elected to no longer report the appraisal services revenue and related costs as separate categories in the statement of income due to less significance on our overall operating results. Therefore, we have combined the appraisal services revenue category with the professional services revenue category; and the related cost of revenue category for appraisal services is now combined with the cost of revenue category related to subscriptions, maintenance, and professional services on the condensed consolidated statements of income for all reporting periods presented.

2429

ANALYSIS OF RESULTS OF OPERATIONS


		Percent of Total Revenues				Percent of Total Revenues
		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022					2023		2022		2023		2022
Revenues:	Revenues:							Revenues:
Subscriptions	Subscriptions	59.4	%	53.8	%			Subscriptions	59.7	%	53.8	%	59.4	%	54.0	%
Maintenance	Maintenance	24.4		25.7				Maintenance	23.7		24.8		23.6		25.1
Professional services	Professional services	12.9		15.4				Professional services	12.4		15.2		12.8		15.3
Software licenses and royalties	Software licenses and royalties	2.1		3.6				Software licenses and royalties	2.1		4.3		2.1		3.7
Hardware and other	Hardware and other	1.2		1.5				Hardware and other	2.1		1.9		2.1		1.9
Total revenues	Total revenues	100.0		100.0				Total revenues	100.0		100.0		100.0		100.0
Cost of revenues:	Cost of revenues:							Cost of revenues:
Subscriptions, maintenance, and professional services	Subscriptions, maintenance, and professional services	53.5		53.2				Subscriptions, maintenance, and professional services	50.1		51.9		51.4		52.9
Software licenses, royalties, and amortization of acquired software	Software licenses, royalties, and amortization of acquired software	2.4		3.2				Software licenses, royalties, and amortization of acquired software	2.5		3.2		2.4		3.2
Amortization of software development	Amortization of software development	0.5		0.3				Amortization of software development	0.6		0.3		0.6		0.3
Hardware and other	Hardware and other	1.2		1.2				Hardware and other	1.3		1.3		1.6		1.4
Sales and marketing expense	Sales and marketing expense	7.9		7.7				Sales and marketing expense	7.3		7.1		7.5		7.2
General and administrative expense	General and administrative expense	15.3		13.8				General and administrative expense	15.9		14.8		15.5		14.3
Research and development expense	Research and development expense	5.7		5.2				Research and development expense	5.7		5.3		5.7		5.2
Amortization of customer and trade name intangibles		4.0		3.2
Amortization of other intangibles								Amortization of other intangibles	3.7		3.2		3.7		3.1
Operating income	Operating income	9.5		12.2				Operating income	12.9		12.9		11.6		12.4
Interest expense	Interest expense	(1.6)		(1.1)				Interest expense	(1.2)		(2.0)		(1.4)		(1.5)
Other income, net	Other income, net	0.3		0.1				Other income, net	0.2		—		0.2		0.1
Income before income taxes	Income before income taxes	8.2		11.2				Income before income taxes	11.9		10.9		10.4		11.0
Income tax (benefit) provision		1.7		2.4
Income tax provision (benefit)								Income tax provision (benefit)	2.4		(0.2)		1.8		1.5
Net income	Net income	6.5	%	8.8	%			Net income	9.5	%	11.1	%	8.6	%	9.5	%

Revenues

Subscriptions

The following table sets forth a comparison of our subscriptions revenue for the three and nine months ended ~~March 31($~~September 30 ($ in thousands):


		Three Months Ended				Change				Three Months Ended		Change				Nine Months Ended				Change
		2023		2022		$		%				2023		2022		$		%		2023		2022		$		%
ES	ES	$	148,414	$	120,316	$	28,098	23	%		ES	$	165,923	$	135,336	$	30,587	23	%	$	468,889	$	384,346	$	84,543	22	%
PT	PT	132,051		125,127		6,924		6			PT	129,267		119,010		10,257		9		404,555		371,258		33,297		9
Total subscriptions revenue	Total subscriptions revenue	$	280,465	$	245,443	$	35,022	14	%		Total subscriptions revenue	$	295,190	$	254,346	$	40,844	16	%	$	873,444	$	755,604	$	117,840	16	%

Less: Revenue from recent acquisitions1		(6,249)		—		(6,249)
Total subscriptions revenue excluding acquisitions		$	274,216	$	245,443	$	28,773	12	%

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 solutions (“e-filing”) that simplify the filing and management of court related documents for courts and law offices. E-filing revenue is derived from transaction fees and fixed fee arrangements.

1~~Excludes~~Subscriptions revenue grew 16.1% and 15.6% for the three and nine months ended September 30, 2023, ~~incremental impact as a result of not having~~respectively, compared to the prior period, primarily due to an ongoing shift toward SaaS arrangements, along with growth in our transaction-based revenues. Subscription revenues from recent ~~acquisition~~acquisitions contributed $5.0 million or 2.0% and $15.8 million or 2.1% to the increases for ~~a full fiscal year.~~the three and nine months ended September 30, 2023, respectively.

~~Subscriptions~~Total subscriptions revenue ~~grew 14%~~derived from SaaS arrangements fees was $138.5 million and $387.0 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to $109.9 million and $312.7 million for the three and nine months endedSeptember 30, 2022, respectively. For the three and nine months ended September 30, 2023, respectively, SaaS fees grew $28.6 million, or 26.0% and $74.3 million, or 23.8% compared to prior period. ~~Excluding the incremental impact of recent acquisitions, subscriptions revenue increased 12%.~~ 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 nine months ended ~~March 31,~~September 30, 2023, respectively, we added ~~145~~161 and 476 new SaaS clients and 7379 and 246 on-premises existing clients elected to convert to our SaaS model. Since September 30, 2022, we have added 616 new SaaS clients while 328 existing on-premises clients converted to our SaaS offerings. Our mix of new software contract ~~value~~mix for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, was approximately ~~13%~~19% perpetual software license arrangements and approximately ~~87%~~81% subscription-based arrangements compared to total new contract ~~value~~ mix infor the nine months ended September 30, 2022, of approximately ~~20%~~22% perpetual software license arrangements and approximately ~~80%~~78% subscription-based arrangements.

Total subscriptions revenue derived from transaction-based fees was ~~$153.9~~$156.7 million and ~~$143.7~~$486.4 million for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to $144.4 million and $442.9 million for the three and nine months endedSeptember 30, 2022, respectively. ~~The increase of $10.2~~For the three and nine months ended September 30, 2023, respectively, transaction-based fees grew $12.2 million, or ~~7.1% is attributable~~8.5% and $43.6 million, or 9.8% compared to prior period. Contributing to the growth in transaction-based fees for the three and nine months ended September 30, 2023, respectively, are the increase of ~~$12.7~~$7.1 million ~~due to the increased volumes of~~and $19.1 million, respectively, from online payments and e-filing services, and the ~~incremental~~ impact of transaction-based fees from recent acquisitions of ~~$6.2~~$5.0 million inand $15.8 million, respectively, compared to prior period. The remainder of the ~~first quarter 2023. The~~ increases for the three and nine months ended September 30, 2023, are primarily attributable to the growth in transaction-based ~~revenue are~~fees from our state enterprise contracts related to our digital solutions business unit. The increase for the nine months ended September 30, 2023, in transaction-based fees was offset by the decline of ~~$8.7~~$10.8 million, in ~~COVID-pandemic~~COVID pandemic related transaction-based revenues compared to prior period.

Maintenance

The following table sets forth a comparison of our maintenance revenue for the three and nine months ended ~~March 31($~~September 30 ($ in thousands):


		Three Months Ended				Change				Three Months Ended		Change				Nine Months Ended				Change
		2023		2022		$		%				2023		2022		$		%		2023		2022		$		%
ES	ES	$	110,081	$	110,695	$	(614)	(1)	%		ES	$	111,574	$	111,486	$	88	—	%	$	331,609	$	332,941	$	(1,332)	—	%
PT	PT	5,049		6,334		(1,285)		(20)			PT	5,910		5,852		58		1		17,545		18,241		(696)		(4)
Total maintenance revenue	Total maintenance revenue	$	115,130	$	117,029	$	(1,899)	(2)	%		Total maintenance revenue	$	117,484	$	117,338	$	146	—	%	$	349,154	$	351,182	$	(2,028)	(1)	%

Less: Revenue from recent acquisitions 1		—		—		—
Total maintenance revenue excluding acquisitions		$	115,130	$	117,029	$	(1,899)	(2)	%

We provide maintenance and support services for our software products and certain third-party software. Maintenance revenue remained flat for the three months ended September 30, 2023, and decreased 2%1% for the nine months ended September 30, 2023, respectively, compared to the prior period. ~~Maintenance~~For the nine months ended September 30, 2023, maintenance revenue slightly declined mainly due to the impact of clients converting from on-premises license arrangements to SaaS, partially offset by annual maintenance rate increases and maintenance associated with new software license sales.

Annualized Recurring Revenues

Subscriptions and maintenance are considered recurring revenue sources. Annualized recurring ~~revenue ("ARR") is~~revenues (ARR) are calculated ~~based on total~~by annualizing the current quarter's recurring revenues from maintenance and subscriptions as reported in our statement of operations. 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, which relate to digital government services, e-filing transactions, and payment processing. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the ~~current~~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 fees are historically highest in the second quarter, ~~multiplied by four.~~ 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 ~~$1.58~~$1.65 billion and ~~$1.45~~$1.49 billion as of ~~March 31,~~September 30, 2023, and 2022, respectively. ARR increased ~~9.1%~~11.0% compared to the prior period primarily due to an increase in subscriptions revenue resulting from an ongoing shift toward SaaS arrangements.

Professional services

The following table sets forth a comparison of our professional services revenue for the three and nine months ended ~~March 31($~~September 30 ($ in thousands):
Three Months Ended Change
2023 2022 $ %
ES $ 51,499 $ 51,167 $ 332 1 %
PT 9,430 18,848 (9,418) (50)
Total professional services revenue $ 60,929 $ 70,015 $ (9,086) (13) %
Less: Revenue from recent acquisitions 1
— — —
Total professional services revenue excluding acquisitions $ 60,929 $ 70,015 $ (9,086) (13) %

1~~Excludes the 2023 incremental impact as a result of not having the recent acquisition for a full fiscal year.~~


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
ES	$	52,413	$	51,079	$	1,334	3	%	$	159,168	$	152,899	$	6,269	4	%
PT	8,713		20,739		(12,026)		(58)		29,307		60,871		(31,564)		(52)
Total professional services revenue	$	61,126	$	71,818	$	(10,692)	(15)	%	$	188,475	$	213,770	$	(25,295)	(12)	%

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 outsourcing services. New clients who purchase our proprietary software licenses or subscriptions generally also contract with us to provide the related professional services. Existing clients also periodically purchase additional training, consulting and minor programming services.

Professional services revenue decreased ~~13%~~15% and 12% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the prior period, primarily attributed to lower revenues generated by the COVID pandemic-related rent relief services, which declined ~~$11.9~~$11.7 million and $36.7 million, respectively, compared to prior period. The decline is partially offset by increased billable travel revenue as onsite services have increased post-pandemic.

Software licenses and royalties

The following table sets forth a comparison of our software licenses and royalties revenue for the three and nine months ended ~~March 31($~~September 30 ($ in thousands):


		Three Months Ended				Change				Three Months Ended		Change				Nine Months Ended				Change
		2023		2022		$		%				2023		2022		$		%		2023		2022		$		%
ES	ES	$	8,068	$	16,105	$	(8,037)	(50)	%		ES	$	7,531	$	17,166	$	(9,635)	(56)	%	$	25,078	$	47,893	$	(22,815)	(48)	%
PT	PT	2,062		401		1,661		414			PT	3,023		3,103		(80)		(3)		5,385		3,891		1,494		38
Total software licenses and royalties revenue	Total software licenses and royalties revenue	$	10,130	$	16,506	$	(6,376)	(39)	%		Total software licenses and royalties revenue	$	10,554	$	20,269	$	(9,715)	(48)	%	$	30,463	$	51,784	$	(21,321)	(41)	%

Less: Revenue from recent acquisitions 1		—		—		—
Total software licenses and royalties revenue excluding acquisitions		$	10,130	$	16,506	$	(6,376)	(39)	%

Software licenses and royalties revenue decreased ~~39%~~48% and 41% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the prior period. The decrease is primarily attributed to the shift in the mix of new software contracts toward more subscription-based agreements compared to the prior period.

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 the decline in software license revenues will accelerate as we continue to 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 nine months ended ~~March 31($~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
Subscriptions, maintenance, and professional services $ 252,415 $ 242,832 $ 9,583 4 %
Software licenses and royalties 2,313 1,445 868 60
Amortization of software development 2,588 1,164 1,424 122
Amortization of acquired software 8,920 13,221 (4,301) (33)
Hardware and other 5,780 5,028 752 15
Total cost of revenues $ 272,016 $ 263,690 $ 8,326 3 %

1~~Excludes the 2023 incremental impact as a result of not having the recent acquisition for a full fiscal year.~~


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
Subscriptions, maintenance, and professional services	$	247,781	$	245,711	$	2,070	1	%	$	755,985	$	738,712	$	17,273	2	%
Software licenses and royalties	3,120		1,655		1,465		89		7,865		4,647		3,218		69
Amortization of software development	3,083		1,507		1,576		105		8,568		3,993		4,575		115
Amortization of acquired software	9,035		13,622		(4,587)		(34)		26,879		40,882		(14,003)		(34)
Hardware and other	6,505		6,033		472		8		23,346		19,219		4,127		21
Total cost of revenues	$	269,524	$	268,528	$	996	—	%	$	822,643	$	807,453	$	15,190	2	%

Subscriptions, maintenance, and professional services. Cost of subscriptions, maintenance and professional services primarily ~~consists~~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 client development, on-going 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 nine months ended ~~March 31,~~September 30, 2023, increased ~~$9.6~~$2.1 million or 4%1%, and $17.3 million or 2%, respectively, compared to the prior period. ~~Excluding the 2023 incremental~~The impact from recent acquisitions ~~of $4.4~~was $3.4 million ~~cost~~and $10.5 million, respectively, for the three and nine months ended September 30, 2023. The remaining of subscriptions, maintenance and professional services expenses remained flat and increased ~~2% due to higher personnel costs, including costs related to onboarding new professional services employees who are not yet billable;~~1%, for the three and ~~duplicate hosting costs as we transition from our proprietary data centers to the public cloud.~~nine months ended September 30, 2023, respectively. Excluding employees from recent acquisitions, our professional services staff grew by ~~180~~105 employees since ~~March 31,~~September 30, 2022, as we increased hiring to ensure that we are well-positioned to deliver our current backlog and anticipated new business.

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 nine months ended ~~March 31,~~September 30, 2023, increased ~~$0.9~~$1.5 million or ~~60%~~89% and increased $3.2 million or 69%, respectively, compared to the prior period due to higher 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 nine months ended ~~March 31,~~September 30, 2023, amortization of software development costs increased ~~$1.4~~$1.6 million or ~~122%~~105% and increased $4.6 million or 115%, 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 the three and nine months ended ~~March 31,~~September 30, 2023, amortization of acquired software declined ~~$4.3~~$4.6 million or ~~33%~~34% and $14.0 million or 34%, respectively, compared to the prior period due to assets becoming fully amortized in the fourth quarter 2022, offset by amortization of ~~new~~newly acquired software from recent acquisitions completed in fiscal year 2023 and late 2022.

The following table sets forth a comparison of overall gross margin for the periods presented as of ~~March 31:~~September 30:

Three Months Ended
2023 2022 Change
Overall gross margin 42.4 % 42.2 % 0.2 %


	Three Months Ended						Nine Months Ended
	2023		2022		Change		2023		2022		Change
Overall gross margin	45.5	%	43.3	%	2.2	%	44.1	%	42.2	%	1.9	%

Overall Gross Margin. For the three and nine months ended ~~March 31,~~September 30, 2023, our overall gross margin increased ~~0.2%~~2.2% and 1.9%, respectively, compared to the prior period. ~~Excluding the 2023 incremental impact from recent acquisitions of $1.3 million, overall gross margin was 42.6% for the three months ended March 31, 2023.~~ The ~~increase of 0.4% for the three months ended March 31, 2023,~~increases in overall gross margin compared to the prior period is due to growth in ~~subscriptions~~subscription revenues and the decline in low margin COVID-related revenues and related costs. Also ~~attributing~~contributing to the ~~increase~~increases in overall gross margin is the decline in amortization of acquired software expense compared to the prior period. The margin increases are partially offset by lower revenue from software licenses and maintenance, duplicate hosting costs as we transition from our proprietary data centers to the public cloud, and higher personnel costs.

Sales and marketing expense

Sales and marketing expense (“S&M”) 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 nine months ended ~~March 31~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
Sales and marketing expense $ 37,103 $ 35,206 $ 1,897 5 %


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
Sales and marketing expense	$	35,898	$	33,688	$	2,210	7	%	$	110,104	$	100,776	$	9,328	9	%

S&M as a percentage of revenues was ~~7.9%~~7.3% and 7.5% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to ~~7.7%~~7.1% and 7.2% for the three and nine months ended ~~March 31, 2022.~~September 30, 2022, respectively. For the three and nine months ended September 30, 2023, S&M expense increased approximately 5%7% and 9%, respectively, compared to the prior ~~period~~period. Increases for the three and isnine months ended September 30, 2023, are primarily attributed to higher commission expense ~~as a result of higher sales volumes compared to the prior period.~~and bonus expense resulting from improved operating results and increased share-based compensation expense.

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 nine months ended ~~March 31~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
General and administrative expense $ 72,360 $ 62,689 $ 9,671 15 %


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
General and administrative expense	$	78,519	$	69,931	$	8,588	12	%	$	228,560	$	200,440	$	28,120	14	%

G&A as a percentage of revenue was ~~15.3%~~15.9% and 15.5% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to ~~13.8%~~14.8% and 14.3% for the three and nine months ended ~~March 31, 2022.~~September 30, 2022, respectively. G&A expense increased approximately ~~15%~~12% and 14% for the three and nine month ended September 30, 2023, respectively, compared to the prior period. The ~~increase~~increases in G&A isare primarily attributed to increases in amortization of software development for internal use, increases in travel-related expenses and other administrative costs, ~~and~~ higher personnel costs from increased employee headcount, increased costs of health benefits, higher bonus expense due to improved operating results, and increased share-based compensation expense. Our administrative staff grew by 2336 employees since ~~March 31,~~September 30, 2022. For the three and nine months ended ~~March 31,~~September 30, 2023, stock compensation expense grew $2.8 million compared to prior year period, generally due to a higher number of share-based awards issued in the current period. For the three months ended March 31, 2023,respectively, G&A expense also included ~~$1.4~~$3.1 million and $4.5 million related to lease restructuring and other asset write-offs.

Research and development expense

Research and development expense consists primarily of salaries, employee benefits and related overhead costs associated with new product development. ~~The following table sets forth a comparison of our research and development expense for the three months ended March 31 ($ in thousands):~~

Three Months Ended Change
2023 2022 $ %
Research and development expense $ 26,987 $ 23,941 $ 3,046 13 %

Research and development expense consists mainly of costs associated with development of new products and technologies from which we do not currently generate significant revenue.

The following table sets forth a comparison of our research and development expense for the three and nine months ended September 30 ($ in thousands):


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
Research and development expense	$	28,282	$	25,190	$	3,092	12	%	$	83,421	$	72,517	$	10,904	15	%

Research and development expense increased ~~13%~~12% and 15% for the three and nine months ended ~~March 31,~~September 30, 2023, respectively, compared to the prior period, mainly due to a number of new Tyler product development initiatives across our product suites, including increased investments in research and ~~development at recently acquired businesses. Total research and development headcount increased by 26 employees since March 31, 2022.~~

development.

Amortization of other intangibles

Other intangibles are comprised of the excess of the purchase price inover the fair value of net tangible assets acquired that are allocated to acquired software and customer related, trade name, and leases acquired intangibles. 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, trade name, and leases acquired intangibles 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 nine months ended ~~March 31~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
Amortization of other intangibles $ 18,407 $ 14,714 $ 3,693 25 %


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
Amortization of other intangibles	$	18,526	$	14,941	$	3,585	24	%	$	55,300	$	43,259	$	12,041	28	%

For the three and nine months ended ~~March 31,~~September 30, 2023, respectively, amortization of other intangibles increased compared to the prior period due to the impact of intangibles added with recent acquisitions and the ~~acceleration~~accelerated amortization of certain trade name intangibles due to branding changes in 2023.

Interest expense

The following table sets forth a comparison of our interest expense for the three and nine months ended ~~March 31~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
Interest expense $ (7,684) $ (4,804) $ (2,880) 60 %


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
Interest expense	$	(5,808)	$	(9,258)	$	3,450	(37)	%	$	(19,879)	$	(20,276)	$	397	(2)	%

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 nine months ended September 30, 2023,compared to the prior period is primarily attributable to ~~an increase in~~lower interest incurred as a result of our accelerated repayment of the term loans, offset by accelerated amortization expense related to debt issuance costs ~~resulting from our accelerated repayment of the term loans, coupled with~~and an increase in interest rates in 2023 compared to ~~the prior period.~~2022.

Other income, net

The following table sets forth a comparison of our other income, net, for the three and nine months ended ~~March 31~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
Other income, net $ 1,246 $ 364 $ 882 242 %


	Three Months Ended				Change				Nine Months Ended				Change
	2023		2022		$		%		2023		2022		$		%
Other income, net	$	787	$	131	$	656	501	%	$	2,676	$	712	$	1,964	276	%

Other income, net, is primarily comprised of interest income from invested cash. The change in other income, net, in the three and nine months ended ~~March 31,~~September 30, 2023, compared to the prior period is due to increased interest income generated from invested cash as a result of higher interest rates in 2023 compared to 2022.

Income tax provision

The following table sets forth a comparison of our income tax provision for the three and nine months ended ~~March 31~~September 30 ($ in thousands):

Three Months Ended Change
2023 2022 $ %
Income tax (benefit) provision $ 7,667 $ 11,444 $ (3,777) (33) %
Effective income tax rate 19.9 % 22.3 %


	Three Months Ended						Change				Nine Months Ended						Change
	2023			2022			$		%		2023			2022			$		%
Income tax (benefit) provision	$	11,903		$	(1,447)		$	13,350	(923)	%	$	26,570		$	20,811		$	5,759	28%

Effective income tax rate	20.2		%	(2.8)		%					17.3		%	13.5		%

The ~~decrease~~increase in the effective tax rate for the three and nine months ended ~~March 31,~~September 30, 2023, as compared to the prior ~~period,~~periods, was ~~principally driven by an increase in~~due to a favorable true-up adjustment associated with research tax ~~credit benefits,~~credits recorded in the third quarter of 2022, offset by liabilities for uncertain tax positions, and a decrease in state income taxes and excess tax benefits related to stock incentive awards ~~and liabilities for uncertain tax positions.~~in the current year.

FINANCIAL CONDITION AND LIQUIDITY

As of ~~March 31,~~September 30, 2023, we had cash and cash equivalents of ~~$130.8~~$131.5 million compared to $173.9 million at December 31, 2022. We also had ~~$43.4~~$21.2 million invested in investment grade corporate bonds, municipal bonds and asset-backed securities as of ~~March 31,~~September 30, 2023. These investments have varying maturity dates through 2027, and are held as available-for-sale. As of ~~March 31,~~September 30, 2023, we had ~~$275.0~~$140.0 million outstanding borrowings under our 2021 Credit Agreement and one outstanding letter of credit totaling ~~$1.5 million~~$750,000 in favor of a client contract. 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 ~~three~~nine months ended ~~March 31:~~September 30:


		2023		2022			2023		2022
Cash flows provided (used) by:	Cash flows provided (used) by:					Cash flows provided (used) by:
Operating activities	Operating activities	$	74,709	$	53,541	Operating activities	$	233,021	$	259,598
Investing activities	Investing activities	(600)		(111,173)		Investing activities	(40,610)		(125,754)
Financing activities	Financing activities	(117,121)		(8,277)		Financing activities	(234,782)		(257,088)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	$	(43,012)	$	(65,909)	Net decrease in cash and cash equivalents	$	(42,371)	$	(123,244)

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 currently believe that our cash on hand, cash provided by operating activities, and available credit are sufficient to fund our working capital requirements, capital expenditures, income tax obligations, and share repurchases for at least the next twelve months.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, operating activities provided cash of ~~$74.7~~$233.0 million. Operating activities that provided cash were primarily comprised of net income of ~~$30.9~~$127.0 million, non-cash depreciation and amortization charges of ~~$38.1~~$114.2 million, non-cash share-based compensation expense of ~~$27.9~~$80.9 million and non-cash amortization of operating lease right-of-use assets of ~~$3.8~~$12.3 million. Working capital, excluding cash, decreased approximately ~~$26.5~~$101.8 million mainly due to the ~~decline in deferred revenue balances,~~ timing of ~~bonus~~higher tax payments and deferred taxes associated with IRC Section 174, higher accounts receivable from seasonally high maintenance billings, the timing of prepaid expenses, the timing of payroll ~~related tax payments, and decreases in operating lease liabilities~~expenses, and deferred taxes associated with stock option activity during the period. ~~These decreases were offset by the timing of income tax payments and timing of collections of annual maintenance renewals and subscription renewal billings that are billed in the fourth quarter.~~ In general, changes in deferred revenue are cyclical and primarily driven by the timing of our maintenance renewal billings. Our renewal dates occur throughout the year, but our largest renewal billing cycles occur in the second and fourth quarters. ~~Subscription~~In addition, subscription renewals are billed throughout the year.

Days sales outstanding (“DSO”) in accounts receivable were 95112 days at ~~March 31,~~September 30, 2023, compared to 115 days at December 31, 2022, and 99107 days at ~~March 31,~~September 30, 2022. DSO is calculated based on quarter-end accounts receivable divided by the quotient of annualized quarterly revenues divided by 360 days. The decrease in DSO compared to December 31, 2022 ~~and March 31, 2022,~~ is attributed to improved collection ~~efforts and~~efforts. The increase in DSO compared to September 30, 2022, is attributed to the timing of payments from certain large clients and receipts from our state government partners.

Investing activities used cash of approximately ~~$600,000~~$40.6 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2023. We invested $10.6 million and received ~~$23.0~~$45.5 million in proceeds from investment grade corporate bonds, municipal bonds and asset-backed securities with maturity dates ranging from 2023 through 2027. Approximately ~~$9.1~~$27.4 million of software development costs were capitalized. Approximately ~~$2.0~~$12.5 million was invested in property and equipment, including ~~$744,000~~$7.9 million related to real estate. ~~We paid $1.9 million primarily related to a small acquisition completed during first quarter 2023.~~ The remaining additions were for computer equipment and furniture and fixtures in support of growth, particularly as we transition from our proprietary data centers to the public cloud.

On August 8, 2023, we acquired CSI for the total purchase price of approximately $36.3 million, net of cash acquired of $415,000, consisting of $33.4 million paid in cash and $3.3 million related to related to indemnity holdbacks, subject to certain post-closing adjustments. We also paid $2.6 million primarily related to a small acquisition completed during first quarter 2023 and holdbacks related other acquisitions completed in 2022.

Financing activities used cash of ~~$117.1~~$234.8 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2023, primarily attributable to repayment of ~~$120.0~~$255.0 million of term debt, partially offset by payments received from stock option exercises, net of withheld shares for taxes upon vesting of equity ~~award~~awards and 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 ~~April 26,~~November 1, 2023, we have authorization from our board of directors to repurchase up to 2.3 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 and we intend to repurchase stock from time to time.~~authorization.

As of ~~March 31,~~September 30, 2023, we had $600 million in outstanding principal for the Convertible Senior Notes due 2026.

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.

Under our amended 2021 Credit Agreement, we had ~~$275~~$140 million in outstanding principal for the Term Loans, no outstanding borrowings under the 2021 Revolving Credit Facility, and an available borrowing capacity of $500 million as of ~~March 31,~~September 30, 2023. As of ~~March 31,~~September 30, 2023, we had one outstanding letter of credit totaling ~~$1.5 million.~~$750,000. The letter of credit, which guarantees our performance under a client contract, renews ~~automatically~~ annually ~~unless canceled in writing~~ and expires in the third quarter of 2026. ~~For the three months ended March 31, 2023, we repaid $120.0 million of the Term Loans under amended 2021 Credit Agreement.~~

In the ~~three~~nine months ended ~~March 31,~~September 30, 2023, and 2022, respectively, we paid interest of ~~$6.8~~$16.8 million and ~~$4.1~~$14.7 million. See Note 8, "Debt," to the condensed consolidated financial statements for discussions of the Convertible Senior Notes and the 2021 Credit Agreement.

We ~~received income tax refunds, net of taxes paid of $548,000 and~~ paid income taxes, net of refunds received, of ~~$393,000~~$118.0 million and $35.3 million in the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. In the ~~three~~nine months ended ~~March 31,~~September 30, 2023, stock option exercise activity generated net tax benefits of ~~$703,000~~$5.6 million and reduced tax payments accordingly, as compared to ~~$3.0~~$6.0 million in the same period in 2022.

We anticipate that 2023 capital spending will be between ~~$63~~$58 million and ~~$65~~$60 million, including approximately ~~$37 million related to real estate and approximately $37~~$35 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. We also expect cash tax payments to be higher as a result of IRC Section 174. Capital spending and cash tax payments are expected to be funded from existing cash balances and cash flows from operations.

On October 31, 2023, we completed two acquisitions for the total consideration of approximately $38 million, paid in all cash for one transaction and a mix of cash and stock for the other transaction. From time to time we engage in discussions with potential acquisition candidates. In order to pursue such opportunities, which could require significant commitments of capital, we may be required to incur debt or to issue additional potentially dilutive securities in the future. No assurance can be given as to our future acquisition opportunities and how such opportunities will be financed.

We lease office facilities for use in our operations, as well as transportation and other equipment. Most of our leases are non-cancelable operating lease agreements and they expire from one ~~to 12~~and 11 years. Some of these leases include options to extend for up to six years.

Other than the accelerated repayment of ~~$120.0~~$255.0 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, 2022, as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 22, 2023. Our estimated future obligations consist of debt, uncertain tax positions, leases, and purchase commitments as of ~~March 31,~~September 30, 2023. Refer to Note 8, “Debt,” Note 12, “Income Tax,” Note 15, “Leases,” and Note ~~16,~~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.

As of ~~March 31,~~September 30, 2023, we had ~~$275.0~~$140.0 million of outstanding borrowings under our amended 2021 Credit Agreement and available borrowing capacity under the 2021 Credit Agreement was $500.0 million.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the effective interest rate for our borrowings was ~~6.98%~~7.43%. Based on the aggregate outstanding principal balance under the 2021 Credit Agreement as of ~~March 31,~~September 30, 2023, of ~~$275.0~~$140.0 million, each quarter point change in interest rates would result in a ~~$687,500~~$350,000 change in annual interest expense.

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 ~~March 31,~~September 30, 2023. Based on this evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of ~~March 31,~~September 30, 2023.

Changes in Internal Control over Financial Reporting

~~During~~The Company has implemented new accounting and financial management software effective July 1, 2023, which is expected to improve the ~~three months ended March 31, 2023,~~efficiency of certain financial and related business processes. The implementation of our new system was not made in response to any identified deficiency or weakness in our internal controls over financial reporting. The implementation was subject to various testing and review procedures prior to and after execution. We have updated our internal controls over financial reporting, as necessary, to accommodate any modifications to our business processes or accounting procedures due to the implementation. Management will continue to monitor, test and evaluate the operating effectiveness of internal controls related to the new accounting and financial management software during the post-implementation period to ensure that effective controls over financial reporting continue to be maintained.

Other than as described in the preceding paragraph, there ~~were~~have been no changes in our internal control over financial reporting as(as such term is defined in ~~Securities~~Rules 13a-15(f) and 15d-15(f) under the Exchange ~~Act Rule 13a-15(f),~~Act) during the three months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION

ITEM 1. Legal Proceedings

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 2022 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 ~~three~~nine months ended ~~March 31,~~September 30, 2023, 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, 2022.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

ITEM 3. Defaults Upon Senior Securities

None

ITEM 4. Submission of Matters to a Vote of Security Holders

None

ITEM 5. Other Information

None

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ITEM 6. Exhibits


Exhibit 31.1						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2						Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1						Certifications Pursuant Certifications Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
~~Exhibit 4.1~~						Third Amendment to the Credit Agreement dated January 27, 2023, among Tyler Technologies, Inc. and Wells Fargo Bank, N. A. as Administrative Agent and other lenders party hereto (filed as Exhibit 4.2 to our Form 10-K dated February 22, 2023, and incorporated by reference herein).
~~Exhibit 10.1~~						Amended and Restated Executive Employment Agreement, effective as of May 12, 2022, by and between Tyler Technologies, Inc. and John S. Marr, Jr.(filed as Exhibit 10.1 to our Form 8-K dated May 18, 2022 and incorporated by reference herein).
~~Exhibit 10.2~~						Amended and Restated Executive Employment Agreement, effective as of May 12, 2022, by and between Tyler Technologies, Inc. and H. Lynn Moore, Jr. (filed as Exhibit 10.2 to our Form 8-K dated May 18, 2022 and incorporated by reference herein).
~~Exhibit 10.3~~						Amended and Restated Executive Employment Agreement, effective as of May 12, 2022, by and between Tyler Technologies, Inc. and Brian K. Miller (filed as Exhibit 10.3 to our Form 8-K dated May 18, 2022 and incorporated by reference herein).
~~Exhibit 10.4~~						Executive Employment Agreement, effective as of May 12, 2022, by and between Tyler Technologies, Inc. and Jeffrey D. Puckett (filed as Exhibit 10.4 to our Form 8-K dated May 18, 2022 and incorporated by reference herein).
~~Exhibit 10.5~~						~~Code of Business Conduct and Ethics of Tyler Technologies, Inc. dated October 30, 2020 (filed as Exhibit 99.1 to our form 8-K dated March 31, 2023, and incorporated by reference herein).~~
~~Exhibit 10.6~~						~~Tyler Technologies, Inc. Insider Trading and Confidentiality Policy dated May 1, 2018 (filed as Exhibit 99.2 to our form 8-K dated March 31, 2023, and incorporated by reference herein).~~
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 104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*File herewith

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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: ~~April 26,~~November 1, 2023

3642