Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 1-10485 | |
Entity Registrant Name | TYLER TECHNOLOGIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 75-2303920 | |
Entity Address, Address Line One | 5101 TENNYSON PARKWAY | |
Entity Address, City or Town | PLANO | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75024 | |
City Area Code | 972 | |
Local Phone Number | 713-3700 | |
Title of 12(b) Security | COMMON STOCK, $0.01 PAR VALUE | |
Trading Symbol | TYL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,672,664 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000860731 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 540,976 | $ 504,279 | $ 1,053,335 | $ 976,133 |
Cost of revenues: | ||||
Total cost of revenues | 303,160 | 281,102 | 591,853 | 553,119 |
Gross profit | 237,816 | 223,177 | 461,482 | 423,014 |
Sales and marketing expense | 41,565 | 37,103 | 77,992 | 74,206 |
General and administrative expense | 75,420 | 77,681 | 148,130 | 150,041 |
Research and development expense | 28,951 | 28,153 | 58,384 | 55,139 |
Amortization of other intangibles | 13,845 | 18,366 | 31,963 | 36,774 |
Operating income | 78,035 | 61,874 | 145,013 | 106,854 |
Interest expense | (1,253) | (6,387) | (3,437) | (14,071) |
Other income, net | 1,883 | 643 | 3,728 | 1,889 |
Income before income taxes | 78,665 | 56,130 | 145,304 | 94,672 |
Income tax provision | 10,927 | 7,000 | 23,396 | 14,667 |
Net income | $ 67,738 | $ 49,130 | $ 121,908 | $ 80,005 |
Earnings per common share: | ||||
Basic (in usd per share) | $ 1.59 | $ 1.17 | $ 2.87 | $ 1.91 |
Diluted (in usd per share) | $ 1.57 | $ 1.15 | $ 2.82 | $ 1.87 |
Subscriptions | ||||
Revenues: | ||||
Total revenues | $ 333,682 | $ 297,789 | $ 646,925 | $ 578,254 |
Maintenance | ||||
Revenues: | ||||
Total revenues | 115,309 | 116,539 | 232,527 | 231,670 |
Professional services | ||||
Revenues: | ||||
Total revenues | 71,928 | 66,420 | 136,734 | 127,349 |
Software licenses and royalties | ||||
Revenues: | ||||
Total revenues | 5,329 | 9,779 | 14,063 | 19,909 |
Cost of revenues: | ||||
Total cost of revenues | 1,560 | 2,432 | 3,125 | 4,745 |
Hardware and other | ||||
Revenues: | ||||
Total revenues | 14,728 | 13,752 | 23,086 | 18,951 |
Cost of revenues: | ||||
Total cost of revenues | 10,731 | 11,061 | 15,387 | 16,841 |
Subscriptions, maintenance, and professional services | ||||
Cost of revenues: | ||||
Total cost of revenues | 277,145 | 255,789 | 546,015 | 508,204 |
Amortization of software development | ||||
Cost of revenues: | ||||
Total cost of revenues | 4,484 | 2,896 | 8,847 | 5,485 |
Amortization of acquired software | ||||
Cost of revenues: | ||||
Total cost of revenues | $ 9,240 | $ 8,924 | $ 18,479 | $ 17,844 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 67,738 | $ 49,130 | $ 121,908 | $ 80,005 |
Securities available-for-sale and transferred securities: | ||||
Change in net unrealized holding gain (loss) on available for sale securities during the period | 55 | (36) | 108 | 58 |
Reclassification adjustment for net loss on sale of available for sale securities, included in net income | 0 | 1 | 0 | 1 |
Other comprehensive income (loss), net of tax | 55 | (35) | 108 | 59 |
Comprehensive income | $ 67,793 | $ 49,095 | $ 122,016 | $ 80,064 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 250,722 | $ 165,493 |
Accounts receivable (less allowance for losses and sales adjustments of $21,075 in 2024 and $22,829 in 2023) | 700,825 | 619,704 |
Short-term investments | 7,288 | 10,385 |
Prepaid expenses | 76,726 | 54,700 |
Other current assets | 6,771 | 10,303 |
Total current assets | 1,042,332 | 860,585 |
Accounts receivable, long-term | 7,928 | 8,988 |
Operating lease right-of-use assets | 36,647 | 39,039 |
Property and equipment, net | 167,635 | 169,720 |
Other assets: | ||
Software development costs, net | 74,069 | 67,124 |
Goodwill | 2,531,899 | 2,532,109 |
Other intangibles, net | 878,272 | 928,870 |
Non-current investments | 3,879 | 7,046 |
Other non-current assets | 76,818 | 63,182 |
Total assets | 4,819,479 | 4,676,663 |
Current liabilities: | ||
Accounts payable | 150,444 | 146,339 |
Accrued liabilities | 153,032 | 158,558 |
Operating lease liabilities | 11,179 | 11,060 |
Current income tax payable | 20,375 | 2,466 |
Deferred revenue | 652,302 | 632,914 |
Current portion of term loans | 0 | 49,801 |
Total current liabilities | 987,332 | 1,001,138 |
Convertible senior notes due 2026, net | 597,069 | 596,206 |
Deferred revenue, long-term | 0 | 291 |
Deferred income taxes | 41,584 | 78,590 |
Operating lease liabilities, long-term | 35,624 | 39,822 |
Other long-term liabilities | 25,762 | 22,621 |
Total liabilities | 1,687,371 | 1,738,668 |
Commitments and contingencies | 0 | 0 |
Shareholders' equity: | ||
Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 481 | 481 |
Additional paid-in capital | 1,425,536 | 1,354,787 |
Accumulated other comprehensive loss, net of tax | (218) | (326) |
Retained earnings | 1,725,681 | 1,603,773 |
Treasury stock, at cost; 5,523,783 and 5,858,476 shares in 2024 and 2023, respectively | (19,372) | (20,720) |
Total shareholders' equity | 3,132,108 | 2,937,995 |
Total liabilities and shareholders' equity | $ 4,819,479 | $ 4,676,663 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 21,075 | $ 22,829 |
Preferred stock, par value (in usd per share) | $ 10 | $ 10 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 48,147,969 | 48,147,969 |
Common stock, shares outstanding (in shares) | 48,147,969 | 48,147,969 |
Treasury stock (in shares) | 5,523,783 | 5,858,476 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 121,908 | $ 80,005 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 74,236 | 75,748 |
Gains (losses) from sale of investments | (1) | 2 |
Share-based compensation expense | 57,273 | 53,924 |
Change in fair value in available-for-sale investments | 0 | 0 |
Amortization of operating lease right-of-use assets | 4,865 | 6,569 |
Deferred income tax benefit | (36,807) | (39,665) |
Other | 190 | 445 |
Changes in operating assets and liabilities, exclusive of effects of acquired companies: | ||
Accounts receivable | (89,785) | (51,508) |
Income tax payable | 17,909 | (41,762) |
Prepaid expenses and other current assets | (32,586) | (20,122) |
Accounts payable | 4,136 | 13,721 |
Operating lease liabilities | (6,426) | (5,324) |
Accrued liabilities | (1,173) | (15,083) |
Deferred revenue | 19,263 | (3,571) |
Other long-term liabilities | 3,141 | 2,146 |
Net cash provided by operating activities | 136,143 | 55,525 |
Cash flows from investing activities: | ||
Additions to property and equipment | (13,850) | (6,370) |
Purchase of marketable security investments | 0 | (10,617) |
Proceeds and maturities from marketable security investments | 6,351 | 37,107 |
Investment in software development | (16,493) | (18,753) |
Cost of acquisitions, net of cash acquired | (1,302) | (1,875) |
Other | 21 | 16 |
Net cash used by investing activities | (25,273) | (492) |
Cash flows from financing activities: | ||
Payment on term loans | (50,000) | (120,000) |
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award settlement | 15,885 | 2,123 |
Contributions from employee stock purchase plan | 8,474 | 7,751 |
Net cash used by financing activities | (25,641) | (110,126) |
Net increase (decrease) in cash and cash equivalents | 85,229 | (55,093) |
Cash and cash equivalents at beginning of period | 165,493 | 173,857 |
Cash and cash equivalents at end of period | 250,722 | 118,764 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,930 | 12,286 |
Cash paid for income taxes, net | 39,062 | 92,933 |
Non-cash investing and financing activities: | ||
Non-cash additions to property and equipment | $ 45 | $ 368 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock |
Balance (in shares) at Dec. 31, 2022 | 48,148,000 | |||||
Balance at Dec. 31, 2022 | $ 2,624,389 | $ 481 | $ 1,209,725 | $ (844) | $ 1,437,854 | $ (22,827) |
Balance (in shares) at Dec. 31, 2022 | (6,365,000) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 80,005 | 80,005 | ||||
Other comprehensive income (loss), net of tax | 59 | 59 | ||||
Exercise of stock options and vesting of restricted stock units | 20,867 | 1,023 | $ 19,844 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 309,000 | |||||
Employee taxes paid for withheld shares upon equity award settlement | (18,744) | $ (18,744) | ||||
Employee taxes paid for withheld shares upon equity award settlement (in shares) | (52,000) | |||||
Stock compensation | 53,924 | 53,924 | ||||
Issuance of shares pursuant to employee stock purchase plan | 7,751 | 7,643 | $ 108 | |||
Issuance of shares pursuant to employee stock purchase plan (in shares) | 27,000 | |||||
Balance (in shares) at Jun. 30, 2023 | 48,148,000 | |||||
Balance at Jun. 30, 2023 | 2,768,251 | $ 481 | 1,272,315 | (785) | 1,517,859 | $ (21,619) |
Balance (in shares) at Jun. 30, 2023 | (6,081,000) | |||||
Balance (in shares) at Mar. 31, 2023 | 48,148,000 | |||||
Balance at Mar. 31, 2023 | 2,686,133 | $ 481 | 1,239,945 | (750) | 1,468,729 | $ (22,272) |
Balance (in shares) at Mar. 31, 2023 | (6,244,000) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 49,130 | 49,130 | ||||
Other comprehensive income (loss), net of tax | (35) | (35) | ||||
Exercise of stock options and vesting of restricted stock units | 12,734 | 1,692 | $ 11,042 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 173,000 | |||||
Employee taxes paid for withheld shares upon equity award settlement | (10,452) | $ (10,452) | ||||
Employee taxes paid for withheld shares upon equity award settlement (in shares) | (26,000) | |||||
Stock compensation | 26,028 | 26,028 | ||||
Issuance of shares pursuant to employee stock purchase plan | 4,713 | 4,650 | $ 63 | |||
Issuance of shares pursuant to employee stock purchase plan (in shares) | 16,000 | |||||
Balance (in shares) at Jun. 30, 2023 | 48,148,000 | |||||
Balance at Jun. 30, 2023 | $ 2,768,251 | $ 481 | 1,272,315 | (785) | 1,517,859 | $ (21,619) |
Balance (in shares) at Jun. 30, 2023 | (6,081,000) | |||||
Balance (in shares) at Dec. 31, 2023 | 48,147,969 | 48,148,000 | ||||
Balance at Dec. 31, 2023 | $ 2,937,995 | $ 481 | 1,354,787 | (326) | 1,603,773 | $ (20,720) |
Balance (in shares) at Dec. 31, 2023 | (5,858,476) | (5,858,000) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 121,908 | 121,908 | ||||
Other comprehensive income (loss), net of tax | 108 | 108 | ||||
Exercise of stock options and vesting of restricted stock units | 39,341 | 3,430 | $ 35,911 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 389,000 | |||||
Employee taxes paid for withheld shares upon equity award settlement | (23,456) | $ (23,456) | ||||
Employee taxes paid for withheld shares upon equity award settlement (in shares) | (51,000) | |||||
Stock compensation | 57,273 | 57,273 | ||||
Issuance of shares pursuant to employee stock purchase plan | 8,474 | 8,379 | $ 95 | |||
Issuance of shares pursuant to employee stock purchase plan (in shares) | 24,000 | |||||
Reimbursement of shares from escrow | $ (9,535) | 1,667 | $ (11,202) | |||
Reimbursement of shares from escrow (in shares) | (28,000) | |||||
Balance (in shares) at Jun. 30, 2024 | 48,147,969 | 48,148,000 | ||||
Balance at Jun. 30, 2024 | $ 3,132,108 | $ 481 | 1,425,536 | (218) | 1,725,681 | $ (19,372) |
Balance (in shares) at Jun. 30, 2024 | (5,523,783) | (5,524,000) | ||||
Balance (in shares) at Mar. 31, 2024 | 48,148,000 | |||||
Balance at Mar. 31, 2024 | $ 3,023,135 | $ 481 | 1,385,095 | (273) | 1,657,943 | $ (20,111) |
Balance (in shares) at Mar. 31, 2024 | (5,707,000) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 67,738 | 67,738 | ||||
Other comprehensive income (loss), net of tax | 55 | 55 | ||||
Exercise of stock options and vesting of restricted stock units | 18,101 | 5,168 | $ 12,933 | |||
Exercise of stock options and vesting of restricted stock units (in shares) | 194,000 | |||||
Employee taxes paid for withheld shares upon equity award settlement | (12,249) | $ (12,249) | ||||
Employee taxes paid for withheld shares upon equity award settlement (in shares) | (25,000) | |||||
Stock compensation | 30,407 | 30,407 | ||||
Issuance of shares pursuant to employee stock purchase plan | $ 4,921 | 4,866 | $ 55 | |||
Issuance of shares pursuant to employee stock purchase plan (in shares) | 14,000 | |||||
Balance (in shares) at Jun. 30, 2024 | 48,147,969 | 48,148,000 | ||||
Balance at Jun. 30, 2024 | $ 3,132,108 | $ 481 | $ 1,425,536 | $ (218) | $ 1,725,681 | $ (19,372) |
Balance (in shares) at Jun. 30, 2024 | (5,523,783) | (5,524,000) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation We prepared the accompanying condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States, or GAAP, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted for interim periods. Balance sheet amounts are as of June 30, 2024, and December 31, 2023, and operating result amounts are for the three and six months ended June 30, 2024, and 2023, respectively, and include all normal and recurring adjustments that we considered necessary for the fair summarized presentation of our financial position and operating results. As these are condensed financial statements, one should also read the financial statements and notes included in our latest Form 10-K for the year ended December 31, 2023. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. Certain amounts for previous years have been reclassified to conform to the current year presentation. Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all components of net income (loss) and other comprehensive income (loss). During the three and six months ended June 30, 2024, we had approximately $55,000 and $108,000 of other comprehensive income, net of taxes, from our available-for-sale investment holdings and $35,000 of other comprehensive loss and $59,000 of other comprehensive income, net of taxes, from our available-for-sale investment holdings during the three and six months ended June 30, 2023. |
Accounting Standards and Signif
Accounting Standards and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Accounting Standards and Significant Accounting Policies | Accounting Standards and Significant Accounting Policies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024, that have had a material impact on our condensed consolidated financial statements and related notes. See Recently Adopted Accounting Pronouncements below. REVENUE RECOGNITION Nature of Products and Services We earn the majority of our revenues from subscription-based services and post-contract customer support (“PCS” or “maintenance”). Other sources of revenue are professional services, software licenses and royalties, and hardware and other. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation Subscription-based services consist primarily of revenues derived from software as a service (“SaaS”) arrangements and transactions from digital government services; payment processing; and electronic filing (‘‘e-filing”). We recognize SaaS arrangements ratably over the terms of the arrangements, which range from one one In those instances where variable consideration exists, we include in our estimates additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably, and its realization is probable. For transaction-based fees, we have the right to charge the customer an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services as invoiced based on the amount billable to the customer. In some cases, we are paid on a fixed-fee basis and recognize the revenue ratably over the contractual period. Transaction-based fees primarily relate to digital government services and online payment services, which are sometimes offered with the assistance of third-party vendors. In general, when we are the principal in a transaction, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross revenue (amount billed to the customer) and record the net amount as revenue. Other software arrangements with customers contain multiple performance obligations that range from software licenses; services such as installation, training, consulting, software modification and customization to meet specific customer needs; hosting; and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include professional services, such as training or installation, are evaluated to determine whether those services are highly interdependent or interrelated to the product’s functionality. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. For arrangements that involve significant production, modification, or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred or value added. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent. Revenue is recognized net of allowances for sales adjustments and any taxes collected from customers, which are subsequently remitted to governmental authorities. Refer to Note 4, “Disaggregation of Revenue” for further information, including the economic factors that affect the nature, amount, timing, and uncertainty of revenues and cash flows of our various revenue categories. Contract Balances: Accounts receivable and allowance for losses and sales adjustments Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when invoicing occurs prior to revenue recognition. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. As of June 30, 2024, and December 31, 2023, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $708.8 million and $628.7 million, respectively. We have recorded unbilled receivables of $117.6 million and $119.2 million as of June 30, 2024, and December 31, 2023, respectively. Included in unbilled receivables are retention receivables of $10.3 million and $9.8 million as of June 30, 2024, and December 31, 2023, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, with the current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, with the long-term portion in the accompanying condensed consolidated balance sheets. We maintain allowances for losses and sales adjustments, which losses are recorded against revenue at the time the loss is incurred. Because most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Consequently, we have not recorded a reserve for credit losses. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision include, but are not limited to, managing our client’s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowances for losses and sales adjustments are $21.1 million and $22.8 million as of June 30, 2024, and December 31, 2023, respectively. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill We assess goodwill for impairment annually, or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable. We begin with the qualitative assessment of the likelihood of impairment of each reporting unit. If the conclusion of this assessment is that it is more likely than not that a reporting unit's fair value is more than its carrying value, we are not required to perform a quantitative impairment test. When testing goodwill for impairment quantitatively, we first compare the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value of that reporting unit, an impairment loss is recognized. The fair values calculated in our impairment tests are determined using discounted cash flow models involving several assumptions (Level 3 inputs). The assumptions that are used are based upon what we believe a hypothetical marketplace participant would use in estimating fair value. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty, such as weighted average cost of capital and revenue growth rates which are forward-looking and affected by expectations about future market or economic conditions. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historic or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge. For the three and six months ended June 30, 2024, no triggering event or changes to circumstances indicated that a potential impairment had occurred. RECENTLY PRONOUNCED ACCOUNTING STANDARDS In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 - Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic ASC 740) Income Taxes . The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations. |
Segment and Related Information
Segment and Related Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment and Related Information | Segment and Related Information We report our results in two reportable segments. Business units that have met the aggregation criteria have been combined into our two reportable segments. The Enterprise Software (“ES”) reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: public administration solutions; courts and public safety solutions; education solutions; and property and recording solutions. The Platform Technologies (“PT”) reportable segment provides public sector entities with platform and transformative solutions including digital solutions, payment processing, streamlined data processing, and improved operations and workflows. We evaluate performance based on several factors. The primary financial measure is business segment operating income. We define segment operating income for our business units as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes. Segment operating income includes intercompany transactions. The majority of our intercompany transactions relate to contracts involving more than one business unit and are valued based on the contractual arrangement. Corporate segment operating loss primarily consists of compensation costs for the executive management team, certain shared services staff, and share-based compensation expense for the entire company. Corporate segment operating loss also includes revenues and expenses related to a Company-wide user conference. For the three months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 136,045 $ 19,933 $ — $ 155,978 Transaction-based fees 55,701 122,003 — 177,704 Maintenance 109,196 6,113 — 115,309 Professional services 58,731 13,197 — 71,928 Software licenses and royalties 5,319 10 — 5,329 Hardware and other 7,815 — 6,913 14,728 Intercompany 6,511 464 (6,975) — Total revenues $ 379,318 $ 161,720 $ (62) $ 540,976 Segment operating income (loss) $ 133,586 $ 34,909 $ (67,375) $ 101,120 For the three months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 111,019 $ 15,579 $ — $ 126,598 Transaction-based fees 43,535 127,656 — 171,191 Maintenance 109,953 6,586 — 116,539 Professional services 55,256 11,164 — 66,420 Software licenses and royalties 9,479 300 — 9,779 Hardware and other 6,381 — 7,371 13,752 Intercompany 6,852 — (6,852) — Total revenues $ 342,475 $ 161,285 $ 519 $ 504,279 Segment operating income (loss) $ 111,185 $ 38,797 $ (60,818) $ 89,164 For the six months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 264,187 $ 40,575 $ — $ 304,762 Transaction-based fees 107,585 234,578 — 342,163 Maintenance 220,378 12,149 — 232,527 Professional services 113,624 23,110 — 136,734 Software licenses and royalties 13,890 173 — 14,063 Hardware and other 16,173 — 6,913 23,086 Intercompany 12,682 464 (13,146) — Total revenues $ 748,519 $ 311,049 $ (6,233) $ 1,053,335 Segment operating income (loss) $ 264,285 $ 63,164 $ (131,994) $ 195,455 For the six months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 217,381 $ 31,132 $ — $ 248,513 Transaction-based fees 85,587 244,154 — 329,741 Maintenance 220,035 11,635 — 231,670 Professional services 106,755 20,594 — 127,349 Software licenses and royalties 17,547 2,362 — 19,909 Hardware and other 11,580 — 7,371 18,951 Intercompany 11,935 — (11,935) — Total revenues $ 670,820 $ 309,877 $ (4,564) $ 976,133 Segment operating income (loss) $ 211,165 $ 68,335 $ (118,028) $ 161,472 Three Months Ended June 30, Six Months Ended June 30, Reconciliation of reportable segment operating income to the Company's consolidated totals: 2024 2023 2024 2023 Total segment operating income $ 101,120 $ 89,164 $ 195,455 $ 161,472 Amortization of acquired software (9,240) (8,924) (18,479) (17,844) Amortization of other intangibles (13,845) (18,366) (31,963) (36,774) Interest expense (1,253) (6,387) (3,437) (14,071) Other income, net 1,883 643 3,728 1,889 Income before income taxes $ 78,665 $ 56,130 $ 145,304 $ 94,672 |
Disaggregation of Revenue
Disaggregation of Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows. Timing of Revenue Recognition Timing of revenue recognition by revenue category during the period is as follows: For the three months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 155,978 $ 155,978 Transaction-based fees — 177,704 177,704 Maintenance — 115,309 115,309 Professional services — 71,928 71,928 Software licenses and royalties 4,551 778 5,329 Hardware and other 14,728 — 14,728 Total $ 19,279 $ 521,697 $ 540,976 For the three months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 126,598 $ 126,598 Transaction-based fees — 171,191 171,191 Maintenance — 116,539 116,539 Professional services — 66,420 66,420 Software licenses and royalties 8,793 986 9,779 Hardware and other 13,752 — 13,752 Total $ 22,545 $ 481,734 $ 504,279 For the six months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 304,762 $ 304,762 Transaction-based fees — 342,163 342,163 Maintenance — 232,527 232,527 Professional services — 136,734 136,734 Software licenses and royalties 12,651 1,412 14,063 Hardware and other 23,086 — 23,086 Total $ 35,737 $ 1,017,598 $ 1,053,335 For the six months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 248,513 $ 248,513 Transaction-based fees — 329,741 329,741 Maintenance — 231,670 231,670 Professional services — 127,349 127,349 Software licenses and royalties 18,074 1,835 19,909 Hardware and other 18,951 — 18,951 Total $ 37,025 $ 939,108 $ 976,133 Recurring Revenues The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one one Recurring revenues and non-recurring revenues recognized during the period are as follows: For the three months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 300,942 $ 148,049 $ — $ 448,991 Non-recurring revenues 71,865 13,207 6,913 91,985 Intercompany 6,511 464 (6,975) — Total revenues $ 379,318 $ 161,720 $ (62) $ 540,976 For the three months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 264,507 $ 149,821 $ — $ 414,328 Non-recurring revenues 71,116 11,464 7,371 89,951 Intercompany 6,852 — (6,852) — Total revenues $ 342,475 $ 161,285 $ 519 $ 504,279 For the six months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 592,150 $ 287,302 $ — $ 879,452 Non-recurring revenues 143,687 23,283 6,913 173,883 Intercompany 12,682 464 (13,146) — Total revenues $ 748,519 $ 311,049 $ (6,233) $ 1,053,335 For the six months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 523,003 $ 286,921 $ — $ 809,924 Non-recurring revenues 135,882 22,956 7,371 166,209 Intercompany 11,935 — (11,935) — Total revenues $ 670,820 $ 309,877 $ (4,564) $ 976,133 Total deferred revenue, including long-term, by segment is as follows: June 30, 2024 December 31, 2023 Enterprise Software $ 620,425 $ 589,295 Platform Technologies 29,102 39,597 Corporate 2,775 4,313 Totals $ 652,302 $ 633,205 Changes in total deferred revenue, including long-term, were as follows: Six months ended June 30, 2024 Balance as of December 31, 2023 $ 633,205 Deferral of revenue 716,239 Recognition of deferred revenue (697,142) Balance as of June 30, 2024 $ 652,302 Transaction Price Allocated to the Remaining Performance Obligations The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Disaggregation of Revenue The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows. Timing of Revenue Recognition Timing of revenue recognition by revenue category during the period is as follows: For the three months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 155,978 $ 155,978 Transaction-based fees — 177,704 177,704 Maintenance — 115,309 115,309 Professional services — 71,928 71,928 Software licenses and royalties 4,551 778 5,329 Hardware and other 14,728 — 14,728 Total $ 19,279 $ 521,697 $ 540,976 For the three months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 126,598 $ 126,598 Transaction-based fees — 171,191 171,191 Maintenance — 116,539 116,539 Professional services — 66,420 66,420 Software licenses and royalties 8,793 986 9,779 Hardware and other 13,752 — 13,752 Total $ 22,545 $ 481,734 $ 504,279 For the six months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 304,762 $ 304,762 Transaction-based fees — 342,163 342,163 Maintenance — 232,527 232,527 Professional services — 136,734 136,734 Software licenses and royalties 12,651 1,412 14,063 Hardware and other 23,086 — 23,086 Total $ 35,737 $ 1,017,598 $ 1,053,335 For the six months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 248,513 $ 248,513 Transaction-based fees — 329,741 329,741 Maintenance — 231,670 231,670 Professional services — 127,349 127,349 Software licenses and royalties 18,074 1,835 19,909 Hardware and other 18,951 — 18,951 Total $ 37,025 $ 939,108 $ 976,133 Recurring Revenues The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one one Recurring revenues and non-recurring revenues recognized during the period are as follows: For the three months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 300,942 $ 148,049 $ — $ 448,991 Non-recurring revenues 71,865 13,207 6,913 91,985 Intercompany 6,511 464 (6,975) — Total revenues $ 379,318 $ 161,720 $ (62) $ 540,976 For the three months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 264,507 $ 149,821 $ — $ 414,328 Non-recurring revenues 71,116 11,464 7,371 89,951 Intercompany 6,852 — (6,852) — Total revenues $ 342,475 $ 161,285 $ 519 $ 504,279 For the six months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 592,150 $ 287,302 $ — $ 879,452 Non-recurring revenues 143,687 23,283 6,913 173,883 Intercompany 12,682 464 (13,146) — Total revenues $ 748,519 $ 311,049 $ (6,233) $ 1,053,335 For the six months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 523,003 $ 286,921 $ — $ 809,924 Non-recurring revenues 135,882 22,956 7,371 166,209 Intercompany 11,935 — (11,935) — Total revenues $ 670,820 $ 309,877 $ (4,564) $ 976,133 Total deferred revenue, including long-term, by segment is as follows: June 30, 2024 December 31, 2023 Enterprise Software $ 620,425 $ 589,295 Platform Technologies 29,102 39,597 Corporate 2,775 4,313 Totals $ 652,302 $ 633,205 Changes in total deferred revenue, including long-term, were as follows: Six months ended June 30, 2024 Balance as of December 31, 2023 $ 633,205 Deferral of revenue 716,239 Recognition of deferred revenue (697,142) Balance as of June 30, 2024 $ 652,302 Transaction Price Allocated to the Remaining Performance Obligations The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three |
Deferred Commissions
Deferred Commissions | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Commissions | Disaggregation of Revenue The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows. Timing of Revenue Recognition Timing of revenue recognition by revenue category during the period is as follows: For the three months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 155,978 $ 155,978 Transaction-based fees — 177,704 177,704 Maintenance — 115,309 115,309 Professional services — 71,928 71,928 Software licenses and royalties 4,551 778 5,329 Hardware and other 14,728 — 14,728 Total $ 19,279 $ 521,697 $ 540,976 For the three months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 126,598 $ 126,598 Transaction-based fees — 171,191 171,191 Maintenance — 116,539 116,539 Professional services — 66,420 66,420 Software licenses and royalties 8,793 986 9,779 Hardware and other 13,752 — 13,752 Total $ 22,545 $ 481,734 $ 504,279 For the six months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 304,762 $ 304,762 Transaction-based fees — 342,163 342,163 Maintenance — 232,527 232,527 Professional services — 136,734 136,734 Software licenses and royalties 12,651 1,412 14,063 Hardware and other 23,086 — 23,086 Total $ 35,737 $ 1,017,598 $ 1,053,335 For the six months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 248,513 $ 248,513 Transaction-based fees — 329,741 329,741 Maintenance — 231,670 231,670 Professional services — 127,349 127,349 Software licenses and royalties 18,074 1,835 19,909 Hardware and other 18,951 — 18,951 Total $ 37,025 $ 939,108 $ 976,133 Recurring Revenues The majority of our revenues are comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees. These revenues are considered recurring because revenues from these sources are expected to re-occur in similar annual amounts for the term of our relationship with the client. Transaction-based fees are generally the result of multi-year contracts with our clients that result in fees generated by payment transactions and digital government services, and are collected on a recurring basis during the contract term. The contract terms for subscription arrangements range from one one Recurring revenues and non-recurring revenues recognized during the period are as follows: For the three months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 300,942 $ 148,049 $ — $ 448,991 Non-recurring revenues 71,865 13,207 6,913 91,985 Intercompany 6,511 464 (6,975) — Total revenues $ 379,318 $ 161,720 $ (62) $ 540,976 For the three months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 264,507 $ 149,821 $ — $ 414,328 Non-recurring revenues 71,116 11,464 7,371 89,951 Intercompany 6,852 — (6,852) — Total revenues $ 342,475 $ 161,285 $ 519 $ 504,279 For the six months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 592,150 $ 287,302 $ — $ 879,452 Non-recurring revenues 143,687 23,283 6,913 173,883 Intercompany 12,682 464 (13,146) — Total revenues $ 748,519 $ 311,049 $ (6,233) $ 1,053,335 For the six months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 523,003 $ 286,921 $ — $ 809,924 Non-recurring revenues 135,882 22,956 7,371 166,209 Intercompany 11,935 — (11,935) — Total revenues $ 670,820 $ 309,877 $ (4,564) $ 976,133 Total deferred revenue, including long-term, by segment is as follows: June 30, 2024 December 31, 2023 Enterprise Software $ 620,425 $ 589,295 Platform Technologies 29,102 39,597 Corporate 2,775 4,313 Totals $ 652,302 $ 633,205 Changes in total deferred revenue, including long-term, were as follows: Six months ended June 30, 2024 Balance as of December 31, 2023 $ 633,205 Deferral of revenue 716,239 Recognition of deferred revenue (697,142) Balance as of June 30, 2024 $ 652,302 Transaction Price Allocated to the Remaining Performance Obligations The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of June 30, 2024, was $2.09 billion, of which we expect to recognize approximately 45% as revenue over the next 12 months and the remainder thereafter. Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | Acquisitions We did not complete any acquisitions during the six months ended June 30, 2024. During the six months ended June 30, 2024, we settled litigation that was assumed with the 2022 purchase of Rapid Financial Solutions, LLC. Our purchase agreement included an escrow that fully indemnified and reimbursed Tyler under the terms of the purchase agreement by the return of 27,702 shares of our common stock, with the approximate value of $9.5 million, that were held in an escrow account at the time of the acquisition. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our outstanding borrowings: Rate Maturity Date June 30, 2024 December 31, 2023 2021 Credit Agreement Revolving credit facility S + 1.125% April 2026 $ — $ — Term Loan A-1 S + 1.125% April 2026 — 50,000 Convertible Senior Notes due 2026 0.25% March 2026 600,000 600,000 Total borrowings 600,000 650,000 Less: unamortized debt discount and debt issuance costs (2,931) (3,993) Total borrowings, net 597,069 646,007 Less: current portion of debt — (49,801) Carrying value $ 597,069 $ 596,206 Amended 2021 Credit Agreement In connection with the acquisition of NIC, Inc. on April 21, 2021, we, as borrower, entered into a $1.4 billion Credit Agreement (the “2021 Credit Agreement”) with the various lender parties thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and Issuing Lender. The 2021 Credit Agreement provides for (1) a senior unsecured revolving credit facility in an aggregate principal amount of up to $500 million, including sub-facilities for standby letters of credit and swingline loans (the “Revolving Credit Facility”), (2) an amortizing five-year term loan in the aggregate amount of $600 million (the “Term Loan A-1”), and (3) a non-amortizing three-year term loan in the aggregate amount of $300 million (the “Term Loan A-2” together with the “Term Loan A-1”). On January 28, 2023, we amended our 2021 Credit Agreement to replace the LIBOR reference rate with the Secured Overnight Financing Rate (“SOFR”) reference rate. The amended 2021 Credit Agreement matures on April 20, 2026, and the loans may be prepaid at any time, without premium or penalty, subject to certain minimum amounts and payment of any breakage costs. The Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, currently 0.15% per annum, ranging from 0.15% to 0.3% based upon the Company’s total net leverage ratio. The amended 2021 Credit Agreement requires us to maintain certain financial ratios and other financial conditions and prohibits us from making certain investments, advances, cash dividends or loans, and limits incurrence of additional indebtedness and liens. For the six months ended June 30, 2024, we repaid $50.0 million of the Term Loans and have fully repaid amounts due under the amended 2021 Credit Agreement. As of June 30, 2024, we were in compliance with our covenants under the amended 2021 Credit Agreement. Convertible Senior Notes due 2026 On March 9, 2021, we issued 0.25% Convertible Senior Notes due in 2026 in the aggregate principal amount of $600.0 million (“the Convertible Senior Notes” or “the Notes”). The Convertible Senior Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 9, 2021, with U.S. Bank National Association as trustee. The net proceeds from the issuance of the Convertible Senior Notes were $591.4 million, net of initial purchasers’ discounts of $6.0 million and debt issuance costs of $2.6 million. The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment to our future senior, unsecured indebtedness; (ii) senior in right of payment to our future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to our future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. The Convertible Senior Notes accrue interest at a rate of 0.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The Convertible Senior Notes mature on March 15, 2026, unless earlier repurchased, redeemed, or converted. Before September 15, 2025, holders of the Convertible Senior Notes have the right to convert their Convertible Senior Notes only upon the occurrence of certain events. Under the terms of the Indenture, the Convertible Senior Notes are convertible into common stock of Tyler Technologies, Inc. (referred to as “our common stock” herein) at the following times or circumstances: • during any calendar quarter commencing after the calendar quarter ended June 30, 2021, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of Convertible Senior Notes, as determined following a request by their holder in accordance with the procedures in the Indenture, for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the Indenture); • upon the occurrence of specified corporate events; or • on or after September 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, March 15, 2026. With certain exceptions, upon a change of control or other fundamental change (both as defined in the Indenture governing the Convertible Senior Notes), the holders of the Convertible Senior Notes may require us to repurchase all or part of the principal amount of the Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes, plus any accrued and unpaid interest up to, but excluding, the redemption date. As of June 30, 2024, none of the conditions allowing holders of the Convertible Senior Notes to convert have been met. From and including September 15, 2025, holders of the Convertible Senior Notes may convert their Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle any conversions of the Convertible Senior Notes either entirely in cash or in a combination of cash and shares of our common stock, at our election. However, upon conversion of any Convertible Senior Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 30 trading days, will be paid in cash up to at least the principal amount of the Notes being converted. The initial conversion rate is 2.0266 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $493.44 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Convertible Senior Notes are redeemable, in whole or in part, at our option at any time, and from time to time, on or after March 15, 2024, and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price of the Notes on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any Note for redemption constitutes a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. Effective Interest Rate The weighted average interest rate for the borrowings under Convertible Senior Notes was 0.25% as of June 30, 2024. For the six months ended June 30, 2024, the effective interest rate was 8.66% for the Term Loans and 0.54% for the Convertible Senior Notes. The following sets forth the interest expense recognized related to the borrowings under the amended 2021 Credit Agreement and Convertible Senior Notes and is included in interest expense in the accompanying condensed consolidated statements of income: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense - Revolving Credit Facility $ (229) $ (625) $ (459) $ (937) Contractual interest expense - Term Loans — (4,565) (761) (10,206) Contractual interest expense - Convertible Senior Notes (375) (375) (750) (750) Amortization of debt discount and debt issuance costs (649) (822) (1,467) (2,178) Total $ (1,253) $ (6,387) $ (3,437) $ (14,071) As of June 30, 2024, we had one outstanding standalone letter of credit totaling $750,000. The letter of credit, which guarantees our performance under a client contract, automatically renews annually unless canceled in writing, and expires in the third quarter of 2026. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Financial Instruments The following table presents our financial instruments: June 30, 2024 December 31, 2023 Cash and cash equivalents $ 250,722 $ 165,493 Available-for-sale investments 11,167 17,431 Equity investments 10,000 10,000 Total $ 271,889 $ 192,924 Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, for which we determine fair value through quoted market prices. Our investment portfolio is classified as available-for-sale in order to have the flexibility to buy and sell investments and maximize cash liquidity. Our available-for-sale investments primarily consist of investment grade corporate bonds, municipal bonds, and asset-backed securities with maturity dates through 2027. These investments are presented at fair value and are included in short-term investments and non-current investments in the accompanying condensed consolidated balance sheets. Unrealized gains or losses associated with the investments are included in accumulated other comprehensive loss, net of tax in the accompanying condensed consolidated balance sheets and statements of comprehensive income. For our available-for-sale investments, we do not have the intent to sell, nor is it more likely than not that we would be required to sell before recovery of their cost basis. As of June 30, 2024, we have an accrued interest receivable balance of approximately $31,000 which is included in accounts receivable, net. We record any losses within the maturity period or at the time of sale of the investment, and any write-offs to accrued interest receivables are recorded as reductions to interest income in the period of the loss. During the three and six months ended June 30, 2024, we have recorded no losses for accrued interest receivables. Interest income and amortization of discounts and premiums are included in other income, net in the accompanying condensed consolidated statements of income. The following table presents the components of our available-for-sale investments: June 30, 2024 December 31, 2023 Amortized cost $ 11,458 $ 17,866 Unrealized gains 1 — Unrealized losses (292) (435) Estimated fair value $ 11,167 $ 17,431 As of June 30, 2024, we have $7.3 million of available-for-sale debt securities with contractual maturities of one year or less and $3.9 million with contractual maturities greater than one year. As of June 30, 2024, no available-for-sale security has been in a loss position for one year or less and 12 securities with a fair value of $10.8 million have been in a loss position for greater than one year. The following table presents the activity on our available-for-sale investments: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Proceeds from sales and maturities $ 3,080 $ 14,132 $ 6,351 $ 37,107 Realized losses on sales, net of tax — (1) — (1) Our equity investments consist of an 18% interest in BFTR, LLC, a wholly owned subsidiary of Bison Capital Partners V L.P. BFTR, LLC is a privately held Australian company specializing in digitizing the spoken word in court and legal proceedings. The investment in common stock is carried at cost less any impairment write-downs because we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values. |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) The following table presents the changes in the balances of accumulated other comprehensive loss, net of tax by component: Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss Balance as of March 31, 2024 $ (273) $ — $ (273) Other comprehensive income before reclassifications 55 — 55 Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income — — — Other comprehensive income 55 — 55 Balance as of June 30, 2024 $ (218) $ — $ (218) Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss Balance as of March 31, 2023 $ (750) $ — $ (750) Other comprehensive loss before reclassifications (36) — (36) Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 1 — 1 Other comprehensive loss (35) — (35) Balance as of June 30, 2023 $ (785) $ — $ (785) Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss Balance as of December 31, 2023 $ (326) $ — $ (326) Other comprehensive income before reclassifications 108 — 108 Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income — — — Other comprehensive income 108 — 108 Balance as of June 30, 2024 $ (218) $ — $ (218) 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 58 — 58 Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 1 — 1 Other comprehensive income 59 — 59 Balance as of June 30, 2023 $ (785) $ — $ (785) |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: • Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. • Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. • Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of June 30, 2024: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 250,722 $ — $ — $ 250,722 Available-for-sale investments — 11,167 — 11,167 Equity investments — — 10,000 10,000 Convertible Senior Notes due 2026 — 659,034 — 659,034 The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of December 31, 2023: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 165,493 $ — $ — $ 165,493 Available-for-sale investments — 17,431 — 17,431 Equity investments — — 10,000 10,000 2021 Credit Agreement Term Loan A-1 — 49,801 — 49,801 Convertible Senior Notes due 2026 — 609,168 — 609,168 Assets that are measured at fair value on a recurring basis Accounts receivables, accounts payables, short-term obligations and certain other assets carrying value approximate fair value because of the short maturity of these instruments. As of June 30, 2024, we have $11.2 million in investment grade corporate bonds, municipal bonds and asset-backed securities with maturity dates through 2027. The fair values of these securities are considered Level 2 as they are based on inputs from quoted prices in markets that are not active or other observable market data. Assets that are measured at fair value on a nonrecurring basis As of June 30, 2024, we have an 18% interest in BFTR, LLC. As we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values, our investment is carried at cost less any impairment write-downs. Periodically, our investment is assessed for impairment. We do not reassess the fair value of the investments if there are no identified events or changes in circumstances that indicate fair value of the investment or indicate impairment. No events or changes in circumstances have occurred during the period that require reassessment. There has been no impairment of this investment for the periods presented. This investment is included in other non-current assets in the accompanying condensed consolidated balance sheets. As described in Note 2, “Summary of Significant Accounting Policies”, we assess goodwill for impairment annually on October 1. In addition, we review goodwill, property and equipment, and other intangibles for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the fourth quarter of 2023, we completed our annual assessment of goodwill which did not result in an impairment charge. Further, we identified no indicators of impairment to goodwill, property and equipment, and other intangibles. Therefore, no impairment was recorded as of or for the six months ended June 30, 2024. Financial instruments measured at fair value only for disclosure purposes The carrying amount of the Revolving Credit Facility and Term Loans is the par value less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the terms of the Term Loans. Interest expense is included in the accompanying condensed consolidated statements of income. The fair value of our Convertible Senior Notes is determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. See Note 8, “Debt,” for further discussion. The carrying amount of the Convertible Senior Notes is the par value less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the term of the Convertible Senior Notes. Interest expense is included in the accompanying condensed consolidated statements of income. The following table presents the fair value and carrying value, net, of the amended 2021 Credit Agreement and our Convertible Senior Notes: Fair Value at Carrying Value at June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 2021 Credit Agreement Revolving Credit Facility $ — $ — $ — $ — Term Loan A-1 — 49,801 — 49,801 Convertible Senior Notes due 2026 659,034 609,168 597,069 596,206 $ 659,034 $ 658,969 $ 597,069 $ 646,007 |
Income Tax Provision
Income Tax Provision | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision | Income Tax Provision We had an effective income tax rate of 13.9% and 16.1% for the three and six months ended June 30, 2024, respectively, compared to 12.5% and 15.5% for the three and six months ended June 30, 2023, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2024, as compared to the prior period, is due to a decrease in research tax credits offset by a decrease in liabilities for uncertain tax positions and non-deductible business expenses and an increase in excess tax benefits related to stock incentive awards in the current year. The effective income tax rates for the periods presented are different from the statutory United States federal income tax rate of 21% primarily due to research tax credits and excess tax benefits related to stock incentive awards, offset by state income taxes, liabilities for uncertain tax positions, and non-deductible business expenses. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The following table summarizes share-based compensation expense related to share-based awards recorded in the condensed consolidated statements of income: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Subscriptions, maintenance, and professional services $ 7,620 $ 6,437 $ 15,010 $ 12,779 Sales and marketing expense 3,141 2,367 6,124 4,760 General and administrative expense 19,646 17,224 36,139 36,385 Total share-based compensation expense $ 30,407 $ 26,028 $ 57,273 $ 53,924 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table details the reconciliation of basic earnings per share to diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator for basic and diluted earnings per share: Net income $ 67,738 $ 49,130 $ 121,908 $ 80,005 Denominator: Weighted-average basic common shares outstanding 42,527 41,980 42,528 41,987 Assumed conversion of dilutive securities: Stock awards 748 771 758 723 Convertible Senior Notes — — — — Denominator for diluted earnings per share 43,275 42,751 43,286 42,710 Earnings per common share: Basic $ 1.59 $ 1.17 $ 2.87 $ 1.91 Diluted $ 1.57 $ 1.15 $ 2.82 $ 1.87 For the three and six months ended June 30, 2024, and 2023, stock awards representing the right to purchase common stock of approximately 75,000 and 119,000 shares and 344,000 and 423,000 shares, respectively, were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. We have used the if-converted method for calculating any potential dilutive effect of the Convertible Senior Notes on our diluted net income per share. Under the if-converted method, the Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented. The net interest expense related to the Convertible Senior Notes, after tax, is only added back to the numerator in periods when its effect is dilutive. The approximately 1.2 million remaining resulting common shares related to the Notes are not included in the dilutive weighted-average common shares outstanding calculation for the three and six months ended June 30, 2024, and 2023, as their effect is antidilutive. See Note 8, “Debt,” |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases We lease office facilities, transportation, and other equipment for use in our operations. Most of our leases are non-cancelable operating lease agreements with remaining terms of one The components of operating lease expense were as follows: Lease Costs Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 2,246 $ 3,119 $ 4,411 $ 7,510 Short-term lease cost 522 513 1,073 1,036 Variable lease cost 136 216 374 536 Net lease cost $ 2,904 $ 3,848 $ 5,858 $ 9,082 Supplemental information related to leases is as follows: Other Information Six Months Ended June 30, 2024 2023 Cash flows : Cash paid amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,310 $ 5,873 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases $ 2,428 $ 2,391 Lease term and discount rate: Weighted average remaining lease term (years) 6.5 6.9 Weighted average discount rate 1.63 % 1.60 % Rental income from third parties We own office buildings in Bangor, Falmouth, Yarmouth, and Orono, Maine; Lubbock and Plano, Texas; Troy, Michigan; Latham, New York; Moraine, Ohio; and Kingston Springs, Tennessee. We lease space in some of these buildings to third-party tenants, one of which was formerly a related party (see Note 16, "Related Party Transactions"). The property we lease to others under operating leases consists primarily of specific facilities where one tenant obtains substantially all of the economic benefit from the asset and has the right to direct the use of the asset. These non-cancelable leases expire between 2024 and 2028, and some have options to extend the lease for up to 10 years. We determine if an arrangement is a lease at inception. None of our leases allow the lessee to purchase the leased asset. Rental income from third-party tenants for the three and six months ended June 30, 2024, totaled $791,000 and $1.6 million, respectively, and for the three and six months ended June 30, 2023, totaled $545,000 and $1.0 million, respectively. Rental income is included in hardware and other revenue on the consolidated statements of income. As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows: Year ending December 31, Amount 2024 (Remaining) $ 1,599 2025 2,221 2026 1,141 2027 882 2028 704 Thereafter — Total $ 6,547 |
Leases | Leases We lease office facilities, transportation, and other equipment for use in our operations. Most of our leases are non-cancelable operating lease agreements with remaining terms of one The components of operating lease expense were as follows: Lease Costs Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 2,246 $ 3,119 $ 4,411 $ 7,510 Short-term lease cost 522 513 1,073 1,036 Variable lease cost 136 216 374 536 Net lease cost $ 2,904 $ 3,848 $ 5,858 $ 9,082 Supplemental information related to leases is as follows: Other Information Six Months Ended June 30, 2024 2023 Cash flows : Cash paid amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,310 $ 5,873 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases $ 2,428 $ 2,391 Lease term and discount rate: Weighted average remaining lease term (years) 6.5 6.9 Weighted average discount rate 1.63 % 1.60 % Rental income from third parties We own office buildings in Bangor, Falmouth, Yarmouth, and Orono, Maine; Lubbock and Plano, Texas; Troy, Michigan; Latham, New York; Moraine, Ohio; and Kingston Springs, Tennessee. We lease space in some of these buildings to third-party tenants, one of which was formerly a related party (see Note 16, "Related Party Transactions"). The property we lease to others under operating leases consists primarily of specific facilities where one tenant obtains substantially all of the economic benefit from the asset and has the right to direct the use of the asset. These non-cancelable leases expire between 2024 and 2028, and some have options to extend the lease for up to 10 years. We determine if an arrangement is a lease at inception. None of our leases allow the lessee to purchase the leased asset. Rental income from third-party tenants for the three and six months ended June 30, 2024, totaled $791,000 and $1.6 million, respectively, and for the three and six months ended June 30, 2023, totaled $545,000 and $1.0 million, respectively. Rental income is included in hardware and other revenue on the consolidated statements of income. As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows: Year ending December 31, Amount 2024 (Remaining) $ 1,599 2025 2,221 2026 1,141 2027 882 2028 704 Thereafter — Total $ 6,547 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In April 2023, we entered into an arm's length lease agreement under which we lease 25,000 square feet of office space in our Lubbock, Texas, office facility to a company co-owned by a former member of our board of directors. The lease agreement, which commenced on April 1, 2023, and amended on April 8th, 2024, has an initial term of five years with a pro-rata base rent of $25,000 per month until December 1, 2023, and a base rent of $58,000 per month thereafter. We recognized rental income of $167,000 and $348,000 under this lease for the three and six months ended June 30, 2024, respectively, and $75,000 for the six months ended June 30, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation During the first quarter of 2022, we received a notice of termination for convenience under a contractual arrangement with a state government client. Upon receipt of the termination notice, we ceased performing services under the contractual arrangement and sought payment of contractually owed fees of approximately $15 million in connection with the termination for convenience. The client was unresponsive to our outreach for several months, and on August 23, 2022, we filed a lawsuit to enforce our rights and remedies under the applicable contractual arrangement. The client subsequently asked us to negotiate directly with the client to attempt to resolve the dispute. The negotiations were not successful, and on March 20, 2024, we reinitiated our lawsuit. Although we believe our products and services were delivered in accordance with the terms of our contract and that we are entitled to payment in connection with the termination for convenience, at this time the matter remains unresolved. We can provide no assurances that we will not incur additional costs as we pursue our rights and remedies under the contract. Purchase Commitments |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events There have been no material events or transactions that occurred subsequent to June 30, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income | $ 67,738 | $ 49,130 | $ 121,908 | $ 80,005 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Standards and Sign_2
Accounting Standards and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
REVENUE RECOGNITION | REVENUE RECOGNITION Nature of Products and Services We earn the majority of our revenues from subscription-based services and post-contract customer support (“PCS” or “maintenance”). Other sources of revenue are professional services, software licenses and royalties, and hardware and other. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation Subscription-based services consist primarily of revenues derived from software as a service (“SaaS”) arrangements and transactions from digital government services; payment processing; and electronic filing (‘‘e-filing”). We recognize SaaS arrangements ratably over the terms of the arrangements, which range from one one In those instances where variable consideration exists, we include in our estimates additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably, and its realization is probable. For transaction-based fees, we have the right to charge the customer an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services as invoiced based on the amount billable to the customer. In some cases, we are paid on a fixed-fee basis and recognize the revenue ratably over the contractual period. Transaction-based fees primarily relate to digital government services and online payment services, which are sometimes offered with the assistance of third-party vendors. In general, when we are the principal in a transaction, we record the revenue and related costs on a gross basis. Otherwise, we net the cost of revenue associated with the service against the gross revenue (amount billed to the customer) and record the net amount as revenue. Other software arrangements with customers contain multiple performance obligations that range from software licenses; services such as installation, training, consulting, software modification and customization to meet specific customer needs; hosting; and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include professional services, such as training or installation, are evaluated to determine whether those services are highly interdependent or interrelated to the product’s functionality. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. For arrangements that involve significant production, modification, or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred or value added. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent. Contract Balances: Accounts receivable and allowance for losses and sales adjustments Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when invoicing occurs prior to revenue recognition. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. As of June 30, 2024, and December 31, 2023, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $708.8 million and $628.7 million, respectively. We have recorded unbilled receivables of $117.6 million and $119.2 million as of June 30, 2024, and December 31, 2023, respectively. Included in unbilled receivables are retention receivables of $10.3 million and $9.8 million as of June 30, 2024, and December 31, 2023, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, with the current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, with the long-term portion in the accompanying condensed consolidated balance sheets. We maintain allowances for losses and sales adjustments, which losses are recorded against revenue at the time the loss is incurred. Because most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Consequently, we have not recorded a reserve for credit losses. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision include, but are not limited to, managing our client’s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowances for losses and sales adjustments are $21.1 million and $22.8 million as of June 30, 2024, and December 31, 2023, respectively. |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill We assess goodwill for impairment annually, or more frequently whenever events or changes in circumstances indicate its carrying value may not be recoverable. We begin with the qualitative assessment of the likelihood of impairment of each reporting unit. If the conclusion of this assessment is that it is more likely than not that a reporting unit's fair value is more than its carrying value, we are not required to perform a quantitative impairment test. When testing goodwill for impairment quantitatively, we first compare the estimated fair value of each reporting unit with its carrying amount. If the carrying amount of a reporting unit exceeds the fair value of that reporting unit, an impairment loss is recognized. The fair values calculated in our impairment tests are determined using discounted cash flow models involving several assumptions (Level 3 inputs). The assumptions that are used are based upon what we believe a hypothetical marketplace participant would use in estimating fair value. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently uncertain. Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty, such as weighted average cost of capital and revenue growth rates which are forward-looking and affected by expectations about future market or economic conditions. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historic or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge. |
RECENTLY PRONOUNCED ACCOUNTING STANDARDS | RECENTLY PRONOUNCED ACCOUNTING STANDARDS In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07 - Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. ASU 2023-07 enhances the disclosures required for reportable segments in annual and interim consolidated financial statements. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic ASC 740) Income Taxes . The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect that this guidance will have a material impact upon our financial position and results of operations. |
Segment and Related Informati_2
Segment and Related Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Revenues and Operations | For the three months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 136,045 $ 19,933 $ — $ 155,978 Transaction-based fees 55,701 122,003 — 177,704 Maintenance 109,196 6,113 — 115,309 Professional services 58,731 13,197 — 71,928 Software licenses and royalties 5,319 10 — 5,329 Hardware and other 7,815 — 6,913 14,728 Intercompany 6,511 464 (6,975) — Total revenues $ 379,318 $ 161,720 $ (62) $ 540,976 Segment operating income (loss) $ 133,586 $ 34,909 $ (67,375) $ 101,120 For the three months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 111,019 $ 15,579 $ — $ 126,598 Transaction-based fees 43,535 127,656 — 171,191 Maintenance 109,953 6,586 — 116,539 Professional services 55,256 11,164 — 66,420 Software licenses and royalties 9,479 300 — 9,779 Hardware and other 6,381 — 7,371 13,752 Intercompany 6,852 — (6,852) — Total revenues $ 342,475 $ 161,285 $ 519 $ 504,279 Segment operating income (loss) $ 111,185 $ 38,797 $ (60,818) $ 89,164 For the six months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 264,187 $ 40,575 $ — $ 304,762 Transaction-based fees 107,585 234,578 — 342,163 Maintenance 220,378 12,149 — 232,527 Professional services 113,624 23,110 — 136,734 Software licenses and royalties 13,890 173 — 14,063 Hardware and other 16,173 — 6,913 23,086 Intercompany 12,682 464 (13,146) — Total revenues $ 748,519 $ 311,049 $ (6,233) $ 1,053,335 Segment operating income (loss) $ 264,285 $ 63,164 $ (131,994) $ 195,455 For the six months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Revenues Subscriptions: SaaS $ 217,381 $ 31,132 $ — $ 248,513 Transaction-based fees 85,587 244,154 — 329,741 Maintenance 220,035 11,635 — 231,670 Professional services 106,755 20,594 — 127,349 Software licenses and royalties 17,547 2,362 — 19,909 Hardware and other 11,580 — 7,371 18,951 Intercompany 11,935 — (11,935) — Total revenues $ 670,820 $ 309,877 $ (4,564) $ 976,133 Segment operating income (loss) $ 211,165 $ 68,335 $ (118,028) $ 161,472 |
Schedule of Reconciliation of Operating Income from Segments to Consolidated | Three Months Ended June 30, Six Months Ended June 30, Reconciliation of reportable segment operating income to the Company's consolidated totals: 2024 2023 2024 2023 Total segment operating income $ 101,120 $ 89,164 $ 195,455 $ 161,472 Amortization of acquired software (9,240) (8,924) (18,479) (17,844) Amortization of other intangibles (13,845) (18,366) (31,963) (36,774) Interest expense (1,253) (6,387) (3,437) (14,071) Other income, net 1,883 643 3,728 1,889 Income before income taxes $ 78,665 $ 56,130 $ 145,304 $ 94,672 |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Timing of revenue recognition by revenue category during the period is as follows: For the three months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 155,978 $ 155,978 Transaction-based fees — 177,704 177,704 Maintenance — 115,309 115,309 Professional services — 71,928 71,928 Software licenses and royalties 4,551 778 5,329 Hardware and other 14,728 — 14,728 Total $ 19,279 $ 521,697 $ 540,976 For the three months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 126,598 $ 126,598 Transaction-based fees — 171,191 171,191 Maintenance — 116,539 116,539 Professional services — 66,420 66,420 Software licenses and royalties 8,793 986 9,779 Hardware and other 13,752 — 13,752 Total $ 22,545 $ 481,734 $ 504,279 For the six months ended June 30, 2024 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 304,762 $ 304,762 Transaction-based fees — 342,163 342,163 Maintenance — 232,527 232,527 Professional services — 136,734 136,734 Software licenses and royalties 12,651 1,412 14,063 Hardware and other 23,086 — 23,086 Total $ 35,737 $ 1,017,598 $ 1,053,335 For the six months ended June 30, 2023 Products and services transferred at a point in time Products and services transferred over time Total Revenues Subscriptions: SaaS $ — $ 248,513 $ 248,513 Transaction-based fees — 329,741 329,741 Maintenance — 231,670 231,670 Professional services — 127,349 127,349 Software licenses and royalties 18,074 1,835 19,909 Hardware and other 18,951 — 18,951 Total $ 37,025 $ 939,108 $ 976,133 Recurring revenues and non-recurring revenues recognized during the period are as follows: For the three months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 300,942 $ 148,049 $ — $ 448,991 Non-recurring revenues 71,865 13,207 6,913 91,985 Intercompany 6,511 464 (6,975) — Total revenues $ 379,318 $ 161,720 $ (62) $ 540,976 For the three months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 264,507 $ 149,821 $ — $ 414,328 Non-recurring revenues 71,116 11,464 7,371 89,951 Intercompany 6,852 — (6,852) — Total revenues $ 342,475 $ 161,285 $ 519 $ 504,279 For the six months ended June 30, 2024 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 592,150 $ 287,302 $ — $ 879,452 Non-recurring revenues 143,687 23,283 6,913 173,883 Intercompany 12,682 464 (13,146) — Total revenues $ 748,519 $ 311,049 $ (6,233) $ 1,053,335 For the six months ended June 30, 2023 Enterprise Platform Technologies Corporate Totals Recurring revenues $ 523,003 $ 286,921 $ — $ 809,924 Non-recurring revenues 135,882 22,956 7,371 166,209 Intercompany 11,935 — (11,935) — Total revenues $ 670,820 $ 309,877 $ (4,564) $ 976,133 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Deferred Revenue | Total deferred revenue, including long-term, by segment is as follows: June 30, 2024 December 31, 2023 Enterprise Software $ 620,425 $ 589,295 Platform Technologies 29,102 39,597 Corporate 2,775 4,313 Totals $ 652,302 $ 633,205 Changes in total deferred revenue, including long-term, were as follows: Six months ended June 30, 2024 Balance as of December 31, 2023 $ 633,205 Deferral of revenue 716,239 Recognition of deferred revenue (697,142) Balance as of June 30, 2024 $ 652,302 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our outstanding borrowings: Rate Maturity Date June 30, 2024 December 31, 2023 2021 Credit Agreement Revolving credit facility S + 1.125% April 2026 $ — $ — Term Loan A-1 S + 1.125% April 2026 — 50,000 Convertible Senior Notes due 2026 0.25% March 2026 600,000 600,000 Total borrowings 600,000 650,000 Less: unamortized debt discount and debt issuance costs (2,931) (3,993) Total borrowings, net 597,069 646,007 Less: current portion of debt — (49,801) Carrying value $ 597,069 $ 596,206 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Contractual interest expense - Revolving Credit Facility $ (229) $ (625) $ (459) $ (937) Contractual interest expense - Term Loans — (4,565) (761) (10,206) Contractual interest expense - Convertible Senior Notes (375) (375) (750) (750) Amortization of debt discount and debt issuance costs (649) (822) (1,467) (2,178) Total $ (1,253) $ (6,387) $ (3,437) $ (14,071) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of Investments | The following table presents our financial instruments: June 30, 2024 December 31, 2023 Cash and cash equivalents $ 250,722 $ 165,493 Available-for-sale investments 11,167 17,431 Equity investments 10,000 10,000 Total $ 271,889 $ 192,924 |
Schedule of Available-for-sale Activity | The following table presents the components of our available-for-sale investments: June 30, 2024 December 31, 2023 Amortized cost $ 11,458 $ 17,866 Unrealized gains 1 — Unrealized losses (292) (435) Estimated fair value $ 11,167 $ 17,431 The following table presents the activity on our available-for-sale investments: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Proceeds from sales and maturities $ 3,080 $ 14,132 $ 6,351 $ 37,107 Realized losses on sales, net of tax — (1) — (1) |
Other Comprehensive Income (L_2
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the changes in the balances of accumulated other comprehensive loss, net of tax by component: Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss Balance as of March 31, 2024 $ (273) $ — $ (273) Other comprehensive income before reclassifications 55 — 55 Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income — — — Other comprehensive income 55 — 55 Balance as of June 30, 2024 $ (218) $ — $ (218) Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss Balance as of March 31, 2023 $ (750) $ — $ (750) Other comprehensive loss before reclassifications (36) — (36) Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 1 — 1 Other comprehensive loss (35) — (35) Balance as of June 30, 2023 $ (785) $ — $ (785) Unrealized Loss On Available-for-Sale Securities Other Accumulated Other Comprehensive Loss Balance as of December 31, 2023 $ (326) $ — $ (326) Other comprehensive income before reclassifications 108 — 108 Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income — — — Other comprehensive income 108 — 108 Balance as of June 30, 2024 $ (218) $ — $ (218) 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 58 — 58 Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income 1 — 1 Other comprehensive income 59 — 59 Balance as of June 30, 2023 $ (785) $ — $ (785) |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of June 30, 2024: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 250,722 $ — $ — $ 250,722 Available-for-sale investments — 11,167 — 11,167 Equity investments — — 10,000 10,000 Convertible Senior Notes due 2026 — 659,034 — 659,034 The following table presents fair values of our financial and debt instruments categorized by their fair value hierarchy as of December 31, 2023: Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 165,493 $ — $ — $ 165,493 Available-for-sale investments — 17,431 — 17,431 Equity investments — — 10,000 10,000 2021 Credit Agreement Term Loan A-1 — 49,801 — 49,801 Convertible Senior Notes due 2026 — 609,168 — 609,168 |
Schedule of Fair Value, by Balance Sheet Grouping | The following table presents the fair value and carrying value, net, of the amended 2021 Credit Agreement and our Convertible Senior Notes: Fair Value at Carrying Value at June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 2021 Credit Agreement Revolving Credit Facility $ — $ — $ — $ — Term Loan A-1 — 49,801 — 49,801 Convertible Senior Notes due 2026 659,034 609,168 597,069 596,206 $ 659,034 $ 658,969 $ 597,069 $ 646,007 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense Related to Share-based Awards | The following table summarizes share-based compensation expense related to share-based awards recorded in the condensed consolidated statements of income: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Subscriptions, maintenance, and professional services $ 7,620 $ 6,437 $ 15,010 $ 12,779 Sales and marketing expense 3,141 2,367 6,124 4,760 General and administrative expense 19,646 17,224 36,139 36,385 Total share-based compensation expense $ 30,407 $ 26,028 $ 57,273 $ 53,924 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share | The following table details the reconciliation of basic earnings per share to diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator for basic and diluted earnings per share: Net income $ 67,738 $ 49,130 $ 121,908 $ 80,005 Denominator: Weighted-average basic common shares outstanding 42,527 41,980 42,528 41,987 Assumed conversion of dilutive securities: Stock awards 748 771 758 723 Convertible Senior Notes — — — — Denominator for diluted earnings per share 43,275 42,751 43,286 42,710 Earnings per common share: Basic $ 1.59 $ 1.17 $ 2.87 $ 1.91 Diluted $ 1.57 $ 1.15 $ 2.82 $ 1.87 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of operating lease expense were as follows: Lease Costs Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease cost $ 2,246 $ 3,119 $ 4,411 $ 7,510 Short-term lease cost 522 513 1,073 1,036 Variable lease cost 136 216 374 536 Net lease cost $ 2,904 $ 3,848 $ 5,858 $ 9,082 Supplemental information related to leases is as follows: Other Information Six Months Ended June 30, 2024 2023 Cash flows : Cash paid amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,310 $ 5,873 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases $ 2,428 $ 2,391 Lease term and discount rate: Weighted average remaining lease term (years) 6.5 6.9 Weighted average discount rate 1.63 % 1.60 % |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases is as follows: Other Information Six Months Ended June 30, 2024 2023 Cash flows : Cash paid amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,310 $ 5,873 Right-of-use assets obtained in exchange for lease obligations (non-cash): Operating leases $ 2,428 $ 2,391 Lease term and discount rate: Weighted average remaining lease term (years) 6.5 6.9 Weighted average discount rate 1.63 % 1.60 % |
Schedule of Future Minimum Operating Rental Income | As of June 30, 2024, future minimum operating rental income based on contractual agreements is as follows: Year ending December 31, Amount 2024 (Remaining) $ 1,599 2025 2,221 2026 1,141 2027 882 2028 704 Thereafter — Total $ 6,547 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Other comprehensive income (loss), net of tax | $ 55 | $ (35) | $ 108 | $ 59 |
Accounting Standards and Sign_3
Accounting Standards and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
New Accounting Pronouncements or Change in Accounting Principle | ||
Accounts receivable, net | $ 708,800 | $ 628,700 |
Accounts receivable, allowance for doubtful accounts | 21,075 | 22,829 |
Unbilled Revenues | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Accounts receivable, net | 117,600 | 119,200 |
Unbilled Revenues | Retention Receivable | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Accounts receivable, net | $ 10,300 | $ 9,800 |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Revenue recognition period (in years) | 1 year | |
Minimum | Tyipical | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Revenue recognition period (in years) | 1 year | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Revenue recognition period (in years) | 10 years | |
Maximum | Tyipical | ||
New Accounting Pronouncements or Change in Accounting Principle | ||
Revenue recognition period (in years) | 3 years |
Segment and Related Informati_3
Segment and Related Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment and Related Informati_4
Segment and Related Information - Schedule of Segment Revenues and Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information | ||||
Total revenues | $ 540,976 | $ 504,279 | $ 1,053,335 | $ 976,133 |
Segment operating income (loss) | 78,035 | 61,874 | 145,013 | 106,854 |
Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 379,318 | 342,475 | 748,519 | 670,820 |
Segment operating income (loss) | 133,586 | 111,185 | 264,285 | 211,165 |
Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 161,720 | 161,285 | 311,049 | 309,877 |
Segment operating income (loss) | 34,909 | 38,797 | 63,164 | 68,335 |
Intercompany | ||||
Segment Reporting Information | ||||
Total revenues | (6,975) | (6,852) | (13,146) | (11,935) |
Intercompany | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 6,511 | 6,852 | 12,682 | 11,935 |
Intercompany | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 464 | 0 | 464 | 0 |
Corporate | ||||
Segment Reporting Information | ||||
Total revenues | (62) | 519 | (6,233) | (4,564) |
Segment operating income (loss) | (67,375) | (60,818) | (131,994) | (118,028) |
Operating Segment and Corporate Non-segment | ||||
Segment Reporting Information | ||||
Segment operating income (loss) | 101,120 | 89,164 | 195,455 | 161,472 |
SaaS | ||||
Segment Reporting Information | ||||
Total revenues | 155,978 | 126,598 | 304,762 | 248,513 |
SaaS | Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 136,045 | 111,019 | 264,187 | 217,381 |
SaaS | Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 19,933 | 15,579 | 40,575 | 31,132 |
SaaS | Corporate | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Transaction-based fees | ||||
Segment Reporting Information | ||||
Total revenues | 177,704 | 171,191 | 342,163 | 329,741 |
Transaction-based fees | Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 55,701 | 43,535 | 107,585 | 85,587 |
Transaction-based fees | Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 122,003 | 127,656 | 234,578 | 244,154 |
Transaction-based fees | Corporate | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Maintenance | ||||
Segment Reporting Information | ||||
Total revenues | 115,309 | 116,539 | 232,527 | 231,670 |
Maintenance | Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 109,196 | 109,953 | 220,378 | 220,035 |
Maintenance | Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 6,113 | 6,586 | 12,149 | 11,635 |
Maintenance | Corporate | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Professional services | ||||
Segment Reporting Information | ||||
Total revenues | 71,928 | 66,420 | 136,734 | 127,349 |
Professional services | Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 58,731 | 55,256 | 113,624 | 106,755 |
Professional services | Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 13,197 | 11,164 | 23,110 | 20,594 |
Professional services | Corporate | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Software licenses and royalties | ||||
Segment Reporting Information | ||||
Total revenues | 5,329 | 9,779 | 14,063 | 19,909 |
Software licenses and royalties | Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 5,319 | 9,479 | 13,890 | 17,547 |
Software licenses and royalties | Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 10 | 300 | 173 | 2,362 |
Software licenses and royalties | Corporate | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hardware and other | ||||
Segment Reporting Information | ||||
Total revenues | 14,728 | 13,752 | 23,086 | 18,951 |
Hardware and other | Operating Segments | Enterprise Software | ||||
Segment Reporting Information | ||||
Total revenues | 7,815 | 6,381 | 16,173 | 11,580 |
Hardware and other | Operating Segments | Platform Technologies | ||||
Segment Reporting Information | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hardware and other | Corporate | ||||
Segment Reporting Information | ||||
Total revenues | $ 6,913 | $ 7,371 | $ 6,913 | $ 7,371 |
Segment and Related Informati_5
Segment and Related Information - Schedule of Reconciliation of Operating Income from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information | ||||
Total segment operating income | $ 78,035 | $ 61,874 | $ 145,013 | $ 106,854 |
Amortization of acquired software | (303,160) | (281,102) | (591,853) | (553,119) |
Amortization of other intangibles | (13,845) | (18,366) | (31,963) | (36,774) |
Interest expense | (1,253) | (6,387) | (3,437) | (14,071) |
Other income, net | 1,883 | 643 | 3,728 | 1,889 |
Income before income taxes | 78,665 | 56,130 | 145,304 | 94,672 |
Amortization of acquired software | ||||
Segment Reporting Information | ||||
Amortization of acquired software | (9,240) | (8,924) | (18,479) | (17,844) |
Operating Segment and Corporate Non-segment | ||||
Segment Reporting Information | ||||
Total segment operating income | $ 101,120 | $ 89,164 | $ 195,455 | $ 161,472 |
Disaggregation of Revenue - Sch
Disaggregation of Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Total revenues | $ 540,976 | $ 504,279 | $ 1,053,335 | $ 976,133 |
Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | (62) | 519 | (6,233) | (4,564) |
Intercompany | ||||
Disaggregation of Revenue | ||||
Total revenues | (6,975) | (6,852) | (13,146) | (11,935) |
Corporate and Elimination | ||||
Disaggregation of Revenue | ||||
Total revenues | (62) | 519 | (6,233) | (4,564) |
Enterprise Software | Intercompany | ||||
Disaggregation of Revenue | ||||
Total revenues | 6,511 | 6,852 | 12,682 | 11,935 |
Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 379,318 | 342,475 | 748,519 | 670,820 |
Platform Technologies | Intercompany | ||||
Disaggregation of Revenue | ||||
Total revenues | 464 | 0 | 464 | 0 |
Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 161,720 | 161,285 | 311,049 | 309,877 |
Recurring revenues | ||||
Disaggregation of Revenue | ||||
Total revenues | 448,991 | 414,328 | 879,452 | 809,924 |
Recurring revenues | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Recurring revenues | Enterprise Software | ||||
Disaggregation of Revenue | ||||
Total revenues | 300,942 | 264,507 | 592,150 | 523,003 |
Recurring revenues | Platform Technologies | ||||
Disaggregation of Revenue | ||||
Total revenues | 148,049 | 149,821 | 287,302 | 286,921 |
Non-recurring revenues | ||||
Disaggregation of Revenue | ||||
Total revenues | 91,985 | 89,951 | 173,883 | 166,209 |
Non-recurring revenues | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 6,913 | 7,371 | 6,913 | 7,371 |
Non-recurring revenues | Enterprise Software | ||||
Disaggregation of Revenue | ||||
Total revenues | 71,865 | 71,116 | 143,687 | 135,882 |
Non-recurring revenues | Platform Technologies | ||||
Disaggregation of Revenue | ||||
Total revenues | 13,207 | 11,464 | 23,283 | 22,956 |
Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 19,279 | 22,545 | 35,737 | 37,025 |
Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | 521,697 | 481,734 | 1,017,598 | 939,108 |
SaaS | ||||
Disaggregation of Revenue | ||||
Total revenues | 155,978 | 126,598 | 304,762 | 248,513 |
SaaS | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
SaaS | Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 136,045 | 111,019 | 264,187 | 217,381 |
SaaS | Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 19,933 | 15,579 | 40,575 | 31,132 |
SaaS | Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
SaaS | Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | 155,978 | 126,598 | 304,762 | 248,513 |
Transaction-based fees | ||||
Disaggregation of Revenue | ||||
Total revenues | 177,704 | 171,191 | 342,163 | 329,741 |
Transaction-based fees | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Transaction-based fees | Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 55,701 | 43,535 | 107,585 | 85,587 |
Transaction-based fees | Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 122,003 | 127,656 | 234,578 | 244,154 |
Transaction-based fees | Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Transaction-based fees | Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | 177,704 | 171,191 | 342,163 | 329,741 |
Maintenance | ||||
Disaggregation of Revenue | ||||
Total revenues | 115,309 | 116,539 | 232,527 | 231,670 |
Maintenance | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Maintenance | Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 109,196 | 109,953 | 220,378 | 220,035 |
Maintenance | Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 6,113 | 6,586 | 12,149 | 11,635 |
Maintenance | Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Maintenance | Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | 115,309 | 116,539 | 232,527 | 231,670 |
Professional services | ||||
Disaggregation of Revenue | ||||
Total revenues | 71,928 | 66,420 | 136,734 | 127,349 |
Professional services | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Professional services | Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 58,731 | 55,256 | 113,624 | 106,755 |
Professional services | Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 13,197 | 11,164 | 23,110 | 20,594 |
Professional services | Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Professional services | Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | 71,928 | 66,420 | 136,734 | 127,349 |
Software licenses and royalties | ||||
Disaggregation of Revenue | ||||
Total revenues | 5,329 | 9,779 | 14,063 | 19,909 |
Software licenses and royalties | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Software licenses and royalties | Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 5,319 | 9,479 | 13,890 | 17,547 |
Software licenses and royalties | Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 10 | 300 | 173 | 2,362 |
Software licenses and royalties | Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 4,551 | 8,793 | 12,651 | 18,074 |
Software licenses and royalties | Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | 778 | 986 | 1,412 | 1,835 |
Hardware and other | ||||
Disaggregation of Revenue | ||||
Total revenues | 14,728 | 13,752 | 23,086 | 18,951 |
Hardware and other | Corporate | ||||
Disaggregation of Revenue | ||||
Total revenues | 6,913 | 7,371 | 6,913 | 7,371 |
Hardware and other | Enterprise Software | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 7,815 | 6,381 | 16,173 | 11,580 |
Hardware and other | Platform Technologies | Operating Segments | ||||
Disaggregation of Revenue | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hardware and other | Products and services transferred at a point in time | ||||
Disaggregation of Revenue | ||||
Total revenues | 14,728 | 13,752 | 23,086 | 18,951 |
Hardware and other | Products and services transferred over time | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Disaggregation of Revenue - Add
Disaggregation of Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Minimum | |
Disaggregation of Revenue | |
Contract term (in years) | 1 year |
Typical contract term (in years) | 1 year |
Maximum | |
Disaggregation of Revenue | |
Contract term (in years) | 10 years |
Typical contract term (in years) | 3 years |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Schedule of Changes in Deferred Revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Disaggregation of Revenue | |
Deferred revenue | $ 652,302 |
Contract With Customer Liability | |
Beginning balance | 633,205 |
Deferral of revenue | 716,239 |
Recognition of deferred revenue | (697,142) |
Ending balance | 652,302 |
Corporate | |
Disaggregation of Revenue | |
Deferred revenue | 2,775 |
Contract With Customer Liability | |
Beginning balance | 4,313 |
Ending balance | 2,775 |
Enterprise Software | Operating Segments | |
Disaggregation of Revenue | |
Deferred revenue | 620,425 |
Contract With Customer Liability | |
Beginning balance | 589,295 |
Ending balance | 620,425 |
Platform Technologies | Operating Segments | |
Disaggregation of Revenue | |
Deferred revenue | 29,102 |
Contract With Customer Liability | |
Beginning balance | 39,597 |
Ending balance | $ 29,102 |
Deferred Revenue and Performa_4
Deferred Revenue and Performance Obligations - Additional Information (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Remaining performance obligations | $ 2,090 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | |
Revenue, remaining performance obligation (percent) | 45% |
Expected timing of satisfaction period (in years) | 12 months |
Deferred Commissions (Details)
Deferred Commissions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Capitalized Contract Cost | |||||
Deferred commissions | $ 50,800,000 | $ 50,800,000 | $ 49,200,000 | ||
Deferred commissions amortization | $ 4,900,000 | $ 4,300,000 | 9,600,000 | $ 8,600,000 | |
Deferred commissions impairment | $ 0 | $ 0 | |||
Minimum | |||||
Capitalized Contract Cost | |||||
Sales commissions amortization period (in years) | 3 years | ||||
Maximum | |||||
Capitalized Contract Cost | |||||
Sales commissions amortization period (in years) | 7 years |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Business Acquisition | ||
Reimbursement of shares from escrow | $ 9,535 | |
Rapid Financial Solutions, LLC | ||
Business Acquisition | ||
Reimbursement of shares from escrow (in shares) | 27,702 | |
Reimbursement of shares from escrow | $ 9,500 |
Debt - Outstanding Borrowings (
Debt - Outstanding Borrowings (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Mar. 09, 2021 | |
Line of Credit Facility | |||
Total borrowings | $ 600,000 | $ 650,000 | |
Less: unamortized debt discount and debt issuance costs | (2,931) | (3,993) | |
Total borrowings, net | 597,069 | 646,007 | |
Less: current portion of debt | 0 | (49,801) | |
Carrying value | $ 597,069 | 596,206 | |
Revolving credit facility | Revolving Credit Facility | |||
Line of Credit Facility | |||
Line of credit facility interest rate (percent) | 1.125% | ||
Total borrowings | $ 0 | 0 | |
Term Loan A-1 | Revolving Credit Facility | |||
Line of Credit Facility | |||
Line of credit facility interest rate (percent) | 1.125% | ||
Total borrowings | $ 0 | 50,000 | |
Convertible Senior Notes due 2026 | Senior Notes | |||
Line of Credit Facility | |||
Debt instrument, interest rate, stated percentage (percent) | 0.25% | 0.25% | |
Total borrowings | $ 600,000 | $ 600,000 |
Debt - Additional Information (
Debt - Additional Information (Details) | 6 Months Ended | |||
Apr. 21, 2021 USD ($) | Mar. 09, 2021 USD ($) trading_day $ / shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Line of Credit Facility | ||||
Payment on term loans | $ 50,000,000 | $ 120,000,000 | ||
Letter of credit outstanding | 750,000 | |||
2021 Credit Agreement | ||||
Line of Credit Facility | ||||
Payment on term loans | $ 50,000,000 | |||
2021 Credit Agreement | Senior Notes | ||||
Line of Credit Facility | ||||
Effective percentage interest rate (percent) | 8.66% | |||
Convertible Senior Notes due 2026 | Senior Notes | ||||
Line of Credit Facility | ||||
Initial conversion rate (in shares) | 0.20266% | |||
Convertible Senior Notes due 2026 | Senior Notes | ||||
Line of Credit Facility | ||||
Debt instrument, interest rate, stated percentage (percent) | 0.25% | 0.25% | ||
Convertible Senior Notes | $ 600,000,000 | |||
Net proceeds from issuance | 591,400,000 | |||
Initial purchasers' discounts | 6,000,000 | |||
Debt issuance costs | $ 2,600,000 | |||
Common stock exceeds conversion price percentage (percent) | 130% | |||
Debt instrument, convertible, threshold trading (in days) | trading_day | 20 | |||
Observation period (in days) | trading_day | 30 | |||
Measurement period (in days) | trading_day | 5 | |||
Debt instrument convertible (percent) | 98% | |||
Redemption percentage (percent) | 100% | |||
Initial conversion price (in usd per share) | $ / shares | $ 493.44 | |||
Scheduled trading days prior to maturity (in days) | 30 days | |||
Consecutive trading days (in days) | trading_day | 30 | |||
Effective percentage interest rate (percent) | 0.54% | |||
Revolving Credit Facility | 2021 Credit Agreement | ||||
Line of Credit Facility | ||||
Revolving credit facility, maximum borrowing capacity | $ 1,400,000,000 | |||
Revolving Credit Facility | Revolving credit facility | ||||
Line of Credit Facility | ||||
Revolving credit facility, maximum borrowing capacity | $ 500,000,000 | |||
Commitment fee (percent) | 0.15% | |||
Revolving Credit Facility | Revolving credit facility | Minimum | ||||
Line of Credit Facility | ||||
Commitment fee (percent) | 0.15% | |||
Revolving Credit Facility | Revolving credit facility | Maximum | ||||
Line of Credit Facility | ||||
Commitment fee (percent) | 0.30% | |||
Revolving Credit Facility | Term Loan A-1 | ||||
Line of Credit Facility | ||||
Revolving credit facility, maximum borrowing capacity | $ 600,000,000 | |||
Debt instrument, term (in years) | 5 years | |||
Revolving Credit Facility | Term Loan A-2 | ||||
Line of Credit Facility | ||||
Revolving credit facility, maximum borrowing capacity | $ 300,000,000 | |||
Debt instrument, term (in years) | 3 years | |||
Revolving Credit Facility | Convertible Senior Notes due 2026 | ||||
Line of Credit Facility | ||||
Weighted average interest rate (percent) | 0.25% |
Debt - Interest Expense Recogni
Debt - Interest Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument | ||||
Amortization of debt discount and debt issuance costs | $ (649) | $ (822) | $ (1,467) | $ (2,178) |
Total | (1,253) | (6,387) | (3,437) | (14,071) |
Contractual interest expense - Term Loans | ||||
Debt Instrument | ||||
Contractual interest expense | 0 | (4,565) | (761) | (10,206) |
Senior Notes | Contractual interest expense - Convertible Senior Notes | ||||
Debt Instrument | ||||
Contractual interest expense | (375) | (375) | (750) | (750) |
Revolving Credit Facility | Contractual interest expense - Revolving Credit Facility | ||||
Debt Instrument | ||||
Contractual interest expense | $ (229) | $ (625) | $ (459) | $ (937) |
Financial Instruments - Investm
Financial Instruments - Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investments, All Other Investments [Abstract] | ||
Cash and cash equivalents | $ 250,722 | $ 165,493 |
Available-for-sale investments | 11,167 | 17,431 |
Equity investments | 10,000 | 10,000 |
Total | $ 271,889 | $ 192,924 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) security | Jun. 30, 2024 USD ($) security | |
Financial Instruments | ||
Interest receivable | $ 31,000 | $ 31,000 |
Allowance for credit loss | 0 | 0 |
Available for sales debt securities, current | 7,300,000 | 7,300,000 |
Available for sales debt securities, non-current | $ 3,900,000 | $ 3,900,000 |
Available-for-sale debt securities, loss position, current, number of positions | security | 0 | 0 |
Available-for-sale debt securities, loss position, non-current, number of positions | security | 12 | 12 |
Available-for-sale debt securities, loss position, non-current | $ 10,800,000 | $ 10,800,000 |
BFTR, LLC | ||
Financial Instruments | ||
Investment percentage (percent) | 18% | 18% |
Financial Instruments - Availab
Financial Instruments - Available-for-sale Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Investments, All Other Investments [Abstract] | ||
Amortized cost | $ 11,458 | $ 17,866 |
Unrealized gains | 1 | 0 |
Unrealized losses | (292) | (435) |
Estimated fair value | $ 11,167 | $ 17,431 |
Financial Instruments - Net Rea
Financial Instruments - Net Realized Gains (Losses) on Sales of Our Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Investments, All Other Investments [Abstract] | ||||
Proceeds from sales and maturities | $ 3,080 | $ 14,132 | $ 6,351 | $ 37,107 |
Realized losses on sales, net of tax | $ 0 | $ (1) | $ 0 | $ (1) |
Other Comprehensive Income (L_3
Other Comprehensive Income (Loss) - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Increase (Decrease) in Stockholders' Equity | ||||
Balance | $ 3,023,135 | $ 2,686,133 | $ 2,937,995 | $ 2,624,389 |
Other comprehensive income (loss), net of tax | 55 | (35) | 108 | 59 |
Balance | 3,132,108 | 2,768,251 | 3,132,108 | 2,768,251 |
Accumulated Other Comprehensive Loss | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance | (273) | (750) | (326) | (844) |
Other comprehensive income (loss) before reclassifications | 55 | (36) | 108 | 58 |
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income | 0 | 1 | 0 | 1 |
Other comprehensive income (loss), net of tax | 55 | (35) | 108 | 59 |
Balance | (218) | (785) | (218) | (785) |
Unrealized Loss On Available-for-Sale Securities | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance | (273) | (750) | (326) | (844) |
Other comprehensive income (loss) before reclassifications | 55 | (36) | 108 | 58 |
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income | 0 | 1 | 0 | 1 |
Other comprehensive income (loss), net of tax | 55 | (35) | 108 | 59 |
Balance | (218) | (785) | (218) | (785) |
Other | ||||
Increase (Decrease) in Stockholders' Equity | ||||
Balance | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 0 | 0 |
Reclassification adjustment for net loss on sale of available-for-sale securities, included in net income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | 0 | 0 | 0 | 0 |
Balance | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques | ||
Cash and cash equivalents | $ 250,722 | $ 165,493 |
Available-for-sale investments | 11,167 | 17,431 |
Equity investments | 10,000 | 10,000 |
Convertible Senior Notes due 2026 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 659,034 | 609,168 |
Term Loan A-1 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 49,801 | |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Cash and cash equivalents | 250,722 | 165,493 |
Available-for-sale investments | 0 | 0 |
Equity investments | 0 | 0 |
Level 1 | Convertible Senior Notes due 2026 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 0 | 0 |
Level 1 | Term Loan A-1 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 0 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Cash and cash equivalents | 0 | 0 |
Available-for-sale investments | 11,167 | 17,431 |
Equity investments | 0 | 0 |
Level 2 | Convertible Senior Notes due 2026 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 659,034 | 609,168 |
Level 2 | Term Loan A-1 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 49,801 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Cash and cash equivalents | 0 | 0 |
Available-for-sale investments | 0 | 0 |
Equity investments | 10,000 | 10,000 |
Level 3 | Convertible Senior Notes due 2026 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | $ 0 | 0 |
Level 3 | Term Loan A-1 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | $ 0 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques | ||
Available-for-sale investments | $ 11,167 | $ 17,431 |
BFTR, LLC | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Investment percentage (percent) | 18% |
Fair Value - Schedule of Fair_2
Fair Value - Schedule of Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | $ 659,034 | $ 658,969 |
Carrying Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 597,069 | 646,007 |
Term Loan A-1 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 49,801 | |
Term Loan A-1 | Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 0 | 49,801 |
Term Loan A-1 | Carrying Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 0 | 49,801 |
Convertible Senior Notes due 2026 | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 659,034 | 609,168 |
Convertible Senior Notes due 2026 | Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 659,034 | 609,168 |
Convertible Senior Notes due 2026 | Carrying Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 597,069 | 596,206 |
Revolving Credit Facility | Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | 0 | 0 |
Revolving Credit Facility | Carrying Value | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instruments | $ 0 | $ 0 |
Income Tax Provision (Details)
Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rates (percent) | 13.90% | 12.50% | 16.10% | 15.50% |
Income tax paid | $ 39,100 | $ 92,900 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense Related to Share-based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | ||||
Total share-based compensation expense | $ 30,407 | $ 26,028 | $ 57,273 | $ 53,924 |
Subscriptions, maintenance, and professional services | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | ||||
Total share-based compensation expense | 7,620 | 6,437 | 15,010 | 12,779 |
Sales and marketing expense | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | ||||
Total share-based compensation expense | 3,141 | 2,367 | 6,124 | 4,760 |
General and administrative expense | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | ||||
Total share-based compensation expense | $ 19,646 | $ 17,224 | $ 36,139 | $ 36,385 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Reconciliation of Basic Earnings Per Share to Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator for basic and diluted earnings per share: | ||||
Net income, basic | $ 67,738 | $ 49,130 | $ 121,908 | $ 80,005 |
Net income, diluted | $ 67,738 | $ 49,130 | $ 121,908 | $ 80,005 |
Denominator: | ||||
Weighted-average basic common shares outstanding (in shares) | 42,527 | 41,980 | 42,528 | 41,987 |
Assumed conversion of dilutive securities: | ||||
Stock awards (in shares) | 748 | 771 | 758 | 723 |
Convertible senior notes (in shares) | 0 | 0 | 0 | 0 |
Denominator for diluted earnings per share- Adjusted weighted-average shares (in shares) | 43,275 | 42,751 | 43,286 | 42,710 |
Earnings per common share: | ||||
Basic (in usd per share) | $ 1.59 | $ 1.17 | $ 2.87 | $ 1.91 |
Diluted (in usd per share) | $ 1.57 | $ 1.15 | $ 2.82 | $ 1.87 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per shares (in shares) | 75 | 344 | 119 | 423 |
Convertible Debt Securities | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per shares (in shares) | 1,200 | 1,200 | 1,200 | 1,200 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) lease | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) lease | Jun. 30, 2023 USD ($) | |
Lessee, Lease, Description | ||||
Lease restructuring costs | $ 0 | $ 0 | $ 1,400 | |
Lessor, operating lease renewal term (in years) | 10 years | 10 years | ||
Rental income | $ 791 | $ 545 | $ 1,600 | $ 1,000 |
Related Party | ||||
Lessee, Lease, Description | ||||
Operating lease term | lease | 1 | 1 | ||
Minimum | ||||
Lessee, Lease, Description | ||||
Operating lease term (in years) | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description | ||||
Operating lease term (in years) | 10 years | 10 years | ||
Operating lease renewal term (up to) | 6 years | 6 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,246 | $ 3,119 | $ 4,411 | $ 7,510 |
Short-term lease cost | 522 | 513 | 1,073 | 1,036 |
Variable lease cost | 136 | 216 | 374 | 536 |
Net lease cost | $ 2,904 | $ 3,848 | $ 5,858 | $ 9,082 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash paid amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 6,310 | $ 5,873 |
Right-of-use assets obtained in exchange for lease obligations (non-cash): | ||
Operating leases | $ 2,428 | $ 2,391 |
Lease term and discount rate: | ||
Weighted average remaining lease term (in years) | 6 years 6 months | 6 years 10 months 24 days |
Weighted average discount rate (percent) | 1.63% | 1.60% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Operating Rental Income (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Future Operating Rental Income | |
2024 (Remaining) | $ 1,599 |
2025 | 2,221 |
2026 | 1,141 |
2027 | 882 |
2028 | 704 |
Thereafter | 0 |
Total | $ 6,547 |
Related Party Transactions (Det
Related Party Transactions (Details) ft² in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 30, 2023 ft² | |
Related Party Transaction | |||||
Lessor, operating lease renewal term (in years) | 10 years | 10 years | |||
Operating Lease Income Comprehensive Income Extensible List Not Disclosed Flag | rental income | ||||
Board Member | Office Facility Lubbock Texas | Management | |||||
Related Party Transaction | |||||
Area of real estate property | ft² | 25 | ||||
Lessor, operating lease renewal term (in years) | 5 years | ||||
Pro-rated monthly rent | $ 25,000 | ||||
Monthly base rent | $ 58,000 | ||||
Operating lease, lease income | $ 167,000 | $ 348,000 | $ 75,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Jun. 30, 2024 | |
Contingencies | ||
Remaining aggregate minimum purchase commitment | $ 682.1 | |
Contract Termination | ||
Contingencies | ||
Damages sought | $ 15 |