UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2023

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-10485

TYLER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2303920
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

5101 TENNYSON PARKWAY	PLANO	Texas	75024
(Address of principal executive offices)	(City)	(State)	(Zip code)

(972) 713-3700

(Registrant’s telephone number, including area code)

Title of each class	Trading symbol	Name of each exchange on which registered
COMMON STOCK, $0.01 PAR VALUE	TYL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   ☒  No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer," "accelerated filer,” "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ☐     No   ☒

The number of shares of common stock of registrant outstanding on April 25, 2023 was 41,925,317.

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Revenues:
Subscriptions	$	280,465	$	245,443
Maintenance	115,130		117,029
Professional services	60,929		70,015
Software licenses and royalties	10,130		16,506
Hardware and other	5,199		7,115
Total revenues	471,853		456,108
Cost of revenues:
Subscriptions, maintenance, and professional services	252,415		242,832
Software licenses and royalties	2,313		1,445
Amortization of software development	2,588		1,164
Amortization of acquired software	8,920		13,221
Hardware and other	5,780		5,028
Total cost of revenues	272,016		263,690
Gross profit	199,837		192,418
Sales and marketing expense	37,103		35,206
General and administrative expense	72,360		62,689
Research and development expense	26,987		23,941
Amortization of other intangibles	18,407		14,714
Operating income	44,980		55,868
Interest expense	(7,684)		(4,804)
Other income, net	1,246		364
Income before income taxes	38,542		51,428
Income tax provision (benefit)	7,667		11,444
Net income	$	30,875	$	39,984
Earnings per common share:
Basic	$	0.74	$	0.97
Diluted	$	0.73	$	0.94

See accompanying notes.

2

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Net income	$	30,875	$	39,984
Other comprehensive income (loss), net of tax:
Securities available-for-sale and transferred securities:
Change in net unrealized holding gains (losses) on available for sale securities during the period	94		(629)
Reclassification adjustment of unrealized losses on securities transferred from held-to-maturity	—		(27)
Reclassification adjustment for net gain on sale of available for sale securities, included in net income	—		(41)
Other comprehensive income (loss), net of tax	94		(697)
Comprehensive income	$	30,969	$	39,287

See accompanying notes.

3

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

	March 31, 2023 (unaudited)		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	130,845	$	173,857
Accounts receivable (less allowance for losses and sales adjustments of $14,767 in 2023 and $14,761 in 2022)	508,683		577,257
Short-term investments	28,810		37,030
Prepaid expenses	70,587		50,859
Other current assets	6,738		8,239
Total current assets	745,663		847,242
Accounts receivable, long-term	9,282		8,271
Operating lease right-of-use assets	48,627		50,989
Property and equipment, net	167,683		172,786
Other assets:
Software development costs, net	54,565		48,189
Goodwill	2,489,084		2,489,308
Other intangibles, net	976,359		1,002,164
Non-current investments	14,544		18,508
Other non-current assets	49,828		49,960
	$	4,555,635	$	4,687,417
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	122,361	$	104,813
Accrued liabilities	104,522		131,941
Operating lease liabilities	11,413		10,736
Current income tax payable	69,337		43,667
Deferred revenue	497,395		568,538
Current portion of term loans	30,000		30,000
Total current liabilities	835,028		889,695
Term loans, net	243,603		362,905
Convertible senior notes due 2026, net	594,914		594,484
Deferred revenue, long-term	1,600		2,037
Deferred income taxes	130,367		148,891
Operating lease liabilities, long-term	46,567		48,049
Other long-term liabilities	17,423		16,967
Total liabilities	1,869,502		2,063,028
Commitments and contingencies	—		—
Shareholders' equity:
Preferred stock, $10.00 par value; 1,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 100,000,000 shares authorized; 48,147,969 shares issued and outstanding as of March 31, 2023 and December 31, 2022	481		481
Additional paid-in capital	1,239,945		1,209,725
Accumulated other comprehensive loss, net of tax	(750)		(844)
Retained earnings	1,468,729		1,437,854
Treasury stock, at cost; 6,243,409 and 6,364,991 shares in 2023 and 2022, respectively	(22,272)		(22,827)
Total shareholders' equity	2,686,133		2,624,389
	$	4,555,635	$	4,687,417

See accompanying notes.

4

TYLER TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2023		2022
Cash flows from operating activities:
Net income	$	30,875	$	39,984
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	38,112		38,149
Gains from sale of investments	—		(55)
Share-based compensation expense	27,896		25,279
Amortization of operating lease right-of-use assets	3,804		3,082
Deferred income tax benefit	(18,556)		(9,438)
Other	499		—
Changes in operating assets and liabilities, exclusive of effects of acquired companies:
Accounts receivable	77,563		20,637
Income tax payable	25,670		19,512
Prepaid expenses and other current assets	(18,381)		(5,481)
Accounts payable	17,547		6,294
Operating lease liabilities	(2,246)		(3,071)
Accrued liabilities	(36,951)		(30,642)
Deferred revenue	(71,579)		(56,551)
Other long-term liabilities	456		5,842
Net cash provided by operating activities	74,709		53,541
Cash flows from investing activities:
Additions to property and equipment	(2,020)		(4,579)
Purchase of marketable security investments	(10,617)		(4,592)
Proceeds and maturities from marketable security investments	22,975		22,672
Investment in software development	(9,079)		(7,947)
Cost of acquisitions, net of cash acquired	(1,875)		(116,698)
Other	16		(29)
Net cash used by investing activities	(600)		(111,173)
Cash flows from financing activities:
Payment on term loans	(120,000)		(20,000)
Proceeds from exercise of stock options, net of withheld shares for taxes upon equity award	(158)		8,045
Contributions from employee stock purchase plan	3,037		3,678
Net cash used by financing activities	(117,121)		(8,277)
Net decrease in cash and cash equivalents	(43,012)		(65,909)
Cash and cash equivalents at beginning of period	173,857		309,171
Cash and cash equivalents at end of period	$	130,845	$	243,262

See accompanying notes.

5

	Three Months Ended March 31,
	2023		2022
Supplemental cash flow information:
Cash paid for interest	$	6,784	$	4,059
Cash paid (received) for income taxes, net	(548)		393
Non-cash investing and financing activities:
Non-cash additions to property and equipment	$	201	$	464

6

TYLER TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(In thousands)

(Unaudited)

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2022	48,148	$	481	$	1,209,725	$	(844)	$	1,437,854	(6,365)	$	(22,827)	$	2,624,389
Net income	—	—		—		—		30,875		—	—		30,875
Other comprehensive gain, net of tax	—	—		—		94		—		—	—		94
Exercise of stock options and vesting of restricted stock units	—	—		(668)		—		—		136	8,802		8,134
Employee taxes paid for withheld shares upon equity award settlement	—	—		—		—		—		(26)	(8,292)		(8,292)
Stock compensation	—	—		27,896		—		—		—	—		27,896
Issuance of shares pursuant to employee stock purchase plan	—	—		2,992		—		—		11	45		3,037
Balance at March 31, 2023	48,148	$	481	$	1,239,945	$	(750)	$	1,468,729	(6,244)	$	(22,272)	$	2,686,133

	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock			Total Shareholders' Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2021	48,148	$	481	$	1,075,650	$	(46)	$	1,273,614	(6,833)	$	(25,667)	$	2,324,032
Net income	—	—		—		—		39,984		—	—		39,984
Unrealized loss on available-for-sale securities, net of tax	—	—		—		(697)		—		—	—		(697)
Exercise of stock options and vesting of restricted stock units	—	—		(5,609)		—		—		157	13,654		8,045
Employee taxes paid for withheld shares upon equity award settlement	—	—		—		—		—		(29)	(12,587)		(12,587)
Stock compensation	—	—		25,279		—		—		—	—		25,279
Issuance of shares pursuant to employee stock purchase plan	—	—		3,613		—		—		8	65		3,678
Balance at March 31, 2022	48,148	$	481	$	1,098,933	$	(743)	$	1,313,598	(6,697)	$	(24,535)	$	2,387,734

7

Tyler Technologies, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(Tables in thousands, except per share data)

(1)    Basis of Presentation

We prepared the accompanying condensed consolidated financial statements following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States, or GAAP, for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP can be condensed or omitted for interim periods. Balance sheet amounts are as of March 31, 2023, and December 31, 2022, and operating result amounts are for the three months ended March 31, 2023, and 2022, respectively, and include all normal and recurring adjustments that we considered necessary for the fair summarized presentation of our financial position and operating results. As these are condensed financial statements, one should also read the financial statements and notes included in our latest Form 10-K for the year ended December 31, 2022. Revenues, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year. Certain amounts for the previous year have been reclassified to conform to the current year presentation. As of January 1, 2023, we have elected to no longer report the appraisal services revenue and related costs as separate categories in the statement of income due to less significance on our overall operating results. Therefore, we have combined the appraisal services revenue category with the professional services revenue category; and the related cost of revenue category for appraisal services is now combined with the cost of revenue category related to subscriptions, maintenance and professional services on the condensed consolidated statements of income for all reporting periods presented.

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources and includes all components of net income (loss) and other comprehensive income (loss). During the three months ended March 31, 2023, we had approximately $94,000 of other comprehensive gain, net of taxes, from our available-for-sale investment holdings and $697,000 of other comprehensive loss during the three months ended March 31, 2022.

(2)    Accounting Standards and Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no changes to our significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023, that have had a material impact on our condensed consolidated financial statements and related notes. See Recently Adopted Accounting Pronouncements below.

REVENUE RECOGNITION

Nature of Products and Services

The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. We earn the majority of our revenues from subscription-based services and post-contract customer support (“PCS” or “maintenance”). Other sources of revenue are professional services, software licenses and royalties, and hardware and other. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy a performance obligation

8

Subscriptions revenue consists of revenue derived from our software as a service ("SaaS") arrangements and transaction-based fees primarily related to digital government services and payment processing. We also provide electronic document filing solutions (“e-filing”) that simplify the filing and management of court related documents for courts and law offices. E-filing revenue is derived from transaction fees and fixed fee arrangements. For transaction-based fees, we have the right to charge the customer an amount that directly corresponds with the value to the customer of our performance to date. Therefore, we recognize revenue for these services over time based on the amount billable to the customer in accordance with the 'as invoiced' practical expedient in ASC 606-10-55-18. In some cases, we are paid on a fixed fee basis and recognize the revenue ratably over the contractual period. Typically, the structure of our arrangements does not give rise to variable consideration. However, in those instances whereby variable consideration exists, we include in our estimates, additional revenue for variable consideration when we believe we have an enforceable right, the amount can be estimated reliably and its realization is probable.

Other software arrangements with customers contain multiple performance obligations that range from software licenses, installation, training, and consulting to software modification and customization to meet specific customer needs (services), hosting, and PCS. For these contracts, we account for individual performance obligations separately when they are distinct. We evaluate whether separate performance obligations can be distinct or should be accounted for as one performance obligation. Arrangements that include professional services, such as training or installation, are evaluated to determine whether those services are highly interdependent or interrelated to the product’s functionality. The transaction price is allocated to the distinct performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the applications sold, customer demographics, and the number and types of users within our contracts. For arrangements that involve significant production, modification, or customization of the software, or where professional services otherwise cannot be considered distinct, we recognize revenue as control is transferred to the customer over time using progress-to-completion methods. Depending on the contract, we measure progress-to-completion primarily using labor hours incurred, or value added. Amounts recognized in revenue are calculated using the progress-to-completion measurement after giving effect to any changes in our cost estimates. Changes to total estimated contract costs, if any, are recorded in the period they are determined. Estimated losses on uncompleted contracts are recorded in the period in which we first determine that a loss is apparent.

Revenue is recognized net of allowances for sales adjustments and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Refer to Note 4, “Disaggregation of Revenue,” for further information, including the economic factors that affect the nature, amount, timing, and uncertainty of revenue and cash flows of our various revenue categories.

Contract Balances:

Accounts receivable and allowance for losses and sales adjustments

Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when invoicing occurs prior to revenue recognition. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. We record an unbilled receivable related to revenue recognized for on-premises licenses as we have an unconditional right to invoice and receive payment in the future related to those licenses.

At March 31, 2023, and December 31, 2022, total current and long-term accounts receivable, net of allowance for losses and sales adjustments, was $518.0 million and $585.5 million, respectively. We have recorded unbilled receivables of $131.4 million and $135.4 million at March 31, 2023 and December 31, 2022, respectively. Included in unbilled receivables are retention receivables of $8.2 million and $8.6 million at March 31, 2023 and December 31, 2022, respectively, which become payable upon the completion of the contract or completion of our fieldwork and formal hearings. Unbilled receivables expected to be collected within one year have been included with accounts receivable, current portion in the accompanying condensed consolidated balance sheets. Unbilled receivables and retention receivables expected to be collected past one year have been included with accounts receivable, long-term portion in the accompanying condensed consolidated balance sheets.

We maintain allowances for losses and sales adjustments, which losses are recorded against revenue at the time the loss is incurred. Since most of our clients are domestic governmental entities, we rarely incur a credit loss resulting from the inability of a client to make required payments. Events or changes in circumstances that indicate the carrying amount for the allowances for losses and sales adjustments may require revision, include, but are not limited to, managing our client’s expectations regarding the scope of the services to be delivered and defects or errors in new versions or enhancements of our software products. Our allowance for losses and sales adjustments of $14.8 million at March 31, 2023 and December 31, 2022, does not include provisions for credit losses. Because we rarely experience credit losses with our clients, we have not recorded a material reserve for credit losses.

9

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

There were no new not yet adopted accounting pronouncements currently issued that would affect the Company or have a material impact on its consolidated financial position or results of operations in future periods.

(3)    Segment and Related Information

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

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

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

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

•courts and justice and public safety software solutions;

•property and recording solutions;

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

•digital solutions including payments and government services.

In accordance with ASC 280-10, Segment Reporting, we report our results in two reportable segments. The Enterprise Software ("ES") reportable segment provides public sector entities with software systems and services to meet their information technology and automation needs for mission-critical “back-office” functions such as: financial management and education; planning, regulatory and maintenance; courts and justice; public safety; and property and recording solutions. The Platform Technologies ("PT") reportable segment provides public sector entities with software solutions to perform transaction processing, streamline data processing, and improve operations and workflows such as platform solutions and digital solutions.

We evaluate performance based on several factors, of which the primary financial measure is business segment operating income. We define segment operating income for our business units as income before non-cash amortization of intangible assets associated with their acquisitions, interest expense, and income taxes. Segment operating income includes intercompany transactions. The majority of intercompany transactions relate to contracts involving more than one unit and are valued based on the contractual arrangement. Corporate segment operating loss primarily consists of compensation costs for the executive management team, certain shared services staff, and share-based compensation expense for the entire company. Corporate segment operating loss also includes revenues and expenses related to a company-wide user conference.

For the three months ended March 31, 2023	Enterprise Software		Platform Technologies		Corporate		Totals
Revenues
Subscriptions:
SaaS	$	111,042	$	15,553	$	—	$	126,595
Transaction-based fees	37,372		116,498		—		153,870
Maintenance	110,081		5,049		—		115,130
Professional services	51,499		9,430		—		60,929
Software licenses and royalties	8,068		2,062		—		10,130
Hardware and other	5,199		—		—		5,199
Intercompany	5,083		—		(5,083)		—
Total revenues	$	328,344	$	148,592	$	(5,083)	$	471,853
Segment operating income (loss)	$	99,980	$	29,537	$	(57,210)	$	72,307

10

For the three months ended March 31, 2022	Enterprise Software		Platform Technologies		Corporate		Totals
Revenues
Subscriptions:
SaaS	$	90,771	$	11,011	$	—	$	101,782
Transaction-based fees	29,545		114,116		—		143,661
Maintenance	110,695		6,334		—		117,029
Professional services	51,167		18,848		—		70,015
Software licenses and royalties	16,105		401		—		16,506
Hardware and other	7,115		—		—		7,115
Intercompany	5,589		—		(5,589)		—
Total revenues	$	310,987	$	150,710	$	(5,589)	$	456,108
Segment operating income (loss)	$	106,529	$	30,733	$	(53,459)	$	83,803

	Three Months Ended March 31,
Reconciliation of reportable segment operating income to the Company's consolidated totals:	2023		2022
Total segment operating income	$	72,307	$	83,803
Amortization of acquired software	(8,920)		(13,221)
Amortization of other intangibles	(18,407)		(14,714)
Interest expense	(7,684)		(4,804)
Other income, net	1,246		364
Income before income taxes	$	38,542	$	51,428

(4)    Disaggregation of Revenue

The tables below show disaggregation of revenue into categories that reflect how economic factors affect the nature, amount, timing, and uncertainty of revenues and cash flows.

Timing of Revenue Recognition

Timing of revenue recognition by revenue category during the period is as follows:

For the three months ended March 31, 2023	Products and services transferred at a point in time		Products and services transferred over time		Total
Revenues
Subscriptions:
SaaS	$	—	$	126,595	$	126,595
Transaction-based fees	—		153,870		153,870
Maintenance	—		115,130		115,130
Professional services	—		60,929		60,929
Software licenses and royalties	9,281		849		10,130
Hardware and other	5,199		—		5,199
Total	$	14,480	$	457,373	$	471,853

11

For the three months ended March 31, 2022	Products and services transferred at a point in time		Products and services transferred over time		Total
Revenues
Subscriptions:
SaaS	$	—	$	101,782	$	101,782
Transaction-based fees	—		143,661		143,661
Maintenance	—		117,029		117,029
Professional services	—		70,015		70,015
Software licenses and royalties	14,069		2,437		16,506
Hardware and other	7,115		—		7,115
Total	$	21,184	$	434,924	$	456,108

Recurring Revenues

The majority of our revenue is comprised of revenues from subscriptions and maintenance, which we consider to be recurring revenues. Subscriptions revenue primarily consists of revenues derived from our SaaS arrangements and transaction-based fees, which relate to digital government services, e-filing transactions, and payment processing. The contract terms for subscription arrangements range from one to 10 years but are typically contracted for initial periods of three to five years. Virtually all of our on-premises software clients contract with us for maintenance and support, which provides us with a significant source of recurring revenues. That maintenance and support is generally provided under annual, or in some cases, multi-year contracts. We consider all other revenue categories to be non-recurring revenues.

Recurring revenues and non-recurring revenues recognized during the period are as follows:

For the three months ended March 31, 2023	Enterprise Software		Platform Technologies		Corporate		Totals
Recurring revenues	$	258,495	$	137,100	$	—	$	395,595
Non-recurring revenues	64,766		11,492		—		76,258
Intercompany	5,083		—		(5,083)		—
Total revenues	$	328,344	$	148,592	$	(5,083)	$	471,853

For the three months ended March 31, 2022	Enterprise Software		Platform Technologies		Corporate		Totals
Recurring revenues	$	231,011	$	131,461	$	—	$	362,472
Non-recurring revenues	74,387		19,249		—		93,636
Intercompany	5,589		—		(5,589)		—
Total revenues	$	310,987	$	150,710	$	(5,589)	$	456,108

(5)    Deferred Revenue and Performance Obligations

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

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

12

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

	Three months ended March 31, 2023
Balance as of December 31, 2022	$	570,575
Deferral of revenue	256,257
Recognition of deferred revenue	(327,837)
Balance as of March 31, 2023	$	498,995

Transaction Price Allocated to the Remaining Performance Obligations

The aggregate amount of transaction price allocated to the remaining performance obligations represents contracted revenue that has not yet been recognized (“backlog”), which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Backlog as of March 31, 2023, was $1.85 billion, of which we expect to recognize approximately 46% as revenue over the next 12 months and the remainder thereafter.

(6)    Deferred Commissions

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized commensurate with the recognition of associated revenue over a period of benefit that we have determined to be generally three to seven years. Deferred commissions were $44.3 million and $43.8 million as of March 31, 2023, and December 31, 2022, respectively. Amortization expense was $4.3 million and $3.5 million for the three months ended March 31, 2023 and 2022, respectively. There were no indicators of impairment in relation to the costs capitalized for the periods presented. Deferred commissions have been included with prepaid expenses for the current portion and non-current other assets for the long-term portion in the accompanying condensed consolidated balance sheets. Amortization expense related to deferred commissions is included in sales and marketing expense in the accompanying condensed consolidated statements of income.

(7)    Acquisitions

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

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

The operating results of Rapid are included with the operating results of the Platform Technologies segment since its date of acquisition and the impact of this acquisition on our operating results, assets, and liabilities is not material.

As of March 31, 2023, the purchase price allocation for Rapid is not final; therefore, certain preliminary valuation estimates of fair value assumed at the acquisition date for intangible assets, receivables, and related deferred taxes are subject to change as valuations are finalized. Our balance sheet as of March 31, 2023, reflects the allocation of the purchase price to the net assets acquired based on their estimated fair value at the date of the acquisition. The fair value of the assets and liabilities acquired are based on valuations using Level 3 unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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(8)    Debt

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

	Rate	Maturity Date	March 31, 2023		December 31, 2022
2021 Credit Agreement
Revolving credit facility	S + 1.50%	April 2026	$	—	$	—
Term Loan A-1	S + 1.50%	April 2026	250,000		290,000
Term Loan A-2	S + 1.25%	April 2024	25,000		105,000
Convertible Senior Notes due 2026	0.25%	March 2026	600,000		600,000
Total borrowings			875,000		995,000
Less: unamortized debt discount and debt issuance costs			(6,483)		(7,611)
Total borrowings, net			868,517		987,389
Less: current portion of debt			(30,000)		(30,000)
Carrying value			$	838,517	$	957,389

2021 Credit Agreement

In connection with the completion of the acquisition of NIC on April 21, 2021, we, as borrower, entered into a new $1.4 billion Credit Agreement (the “2021 Credit Agreement”) with the various lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and Issuing Lender. The 2021 Credit Agreement provides for (1) a senior unsecured revolving credit facility in an aggregate principal amount of up to $500 million, including sub-facilities for standby letters of credit and swingline loans (the “Revolving Credit Facility”), (2) an amortizing five-year term loan in the aggregate amount of $600 million (the “Term Loan A-1”), and (3) a non-amortizing three-year term loan in the aggregate amount of $300 million (the “Term Loan A-2”) and, together (the “Term Loans”). The 2021 Credit Agreement matures on April 20, 2026, and the loans may be prepaid at any time, without premium or penalty, subject to certain minimum amounts and payment of any breakage costs. In addition to the required amortization payments on the Term Loan A-1 of 5% annually, certain mandatory quarterly prepayments of the Term Loans and the Revolving Credit Facility will be required (i) upon the issuance or incurrence of additional debt not otherwise permitted under the 2021 Credit Agreement and (ii) upon the occurrence of certain asset sales and insurance and condemnation recoveries, subject to certain thresholds, baskets, and reinvestment provisions as provided in the 2021 Credit Agreement.

On January 28, 2023, we amended our 2021 Credit Agreement to replace the LIBOR reference rate with the Secured Overnight Financing Rate (“SOFR”) reference rate.

In accordance with our amended 2021 Credit Agreement, the borrowings under the Revolving Credit Facility and the Term Loan A-1 bear interest, at the Company’s option, at a per annum rate of either (1) the Administrative Agent’s prime commercial lending rate (subject to certain higher rate determinations) (the “Base Rate”) plus a margin of 0.125% to 0.75% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month SOFR rate plus a margin of 1.125% to 1.75%. The Term Loan A-2 bears interest, at the Company’s option, at a per annum rate of either (1) the Base Rate plus a margin of 0% to 0.5% or (2) the one-, three-, six-, or, subject to approval by all lenders, twelve-month SOFR rate plus a margin of 0.875% to 1.5%. The margin in each case is based upon the Company’s total net leverage ratio, as determined pursuant to the 2021 Credit Agreement. In addition to paying interest on the outstanding principal of loans under the Revolving Credit Facility, the Company is required to pay a commitment fee on the average daily unused portion of the Revolving Credit Facility, currently 0.25% per annum, ranging from 0.15% to 0.3% based upon the Company’s total net leverage ratio.

The amended 2021 Credit Agreement requires us to maintain certain financial ratios and other financial conditions and prohibits us from making certain investments, advances, cash dividends or loans, and limits incurrence of additional indebtedness and liens. As of March 31, 2023, we were in compliance with those covenants.

The carrying amount is the par value of the Revolving Credit Facility and Term Loans less the debt discount and debt issuance costs that are amortized to interest expense using the effective interest method over the terms of the Term Loans. Interest expense is included in the accompanying condensed consolidated statements of income.

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Convertible Senior Notes due 2026

On March 9, 2021, we issued 0.25% Convertible Senior Notes due 2026 in the aggregate principal amount of $600.0 million (“the Convertible Senior Notes” or “the Notes”). The Convertible Senior Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of March 9, 2021, with U.S. Bank National Association, as trustee. The net proceeds from the issuance of the Convertible Senior Notes were $591.4 million, net of initial purchasers’ discounts of $6.0 million and debt issuance costs of $2.6 million.

The Convertible Senior Notes are senior, unsecured obligations and are (i) equal in right of payment with our future senior, unsecured indebtedness; (ii) senior in right of payment to our future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to our future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all future indebtedness and other liabilities, including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries.

The Convertible Senior Notes accrue interest at a rate of 0.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Convertible Senior Notes mature on March 15, 2026, unless earlier repurchased, redeemed, or converted.

Before September 15, 2025, holders of the Convertible Senior Notes have the right to convert their Convertible Senior Notes only upon the occurrence of certain events. Under the terms of the Indenture, the Convertible Senior Notes are convertible into common stock of Tyler Technologies, Inc. (referred to as “our common stock” herein) at the following times or circumstances:

•during any calendar quarter commencing after the calendar quarter ended June 30, 2021, if the last reported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

•during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) if the trading price per $1,000 principal amount of Convertible Senior Notes, as determined following a request by their holder in accordance with the procedures in the Indenture, for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day;

•upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the Indenture);

•upon the occurrence of specified corporate events; or

•on or after September 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, March 15, 2026.

With certain exceptions, upon a change of control or other fundamental change (both as defined in the Indenture governing the Convertible Senior Notes), the holders of the Convertible Senior Notes may require us to repurchase all or part of the principal amount of the Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes, plus any accrued and unpaid interest to, but excluding, the redemption date.

As of March 31, 2023, none of the conditions allowing holders of the Convertible Senior Notes to convert have been met.

From and including September 15, 2025, holders of the Convertible Senior Notes may convert their Convertible Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle any conversions of the Convertible Senior Notes either entirely in cash or in a combination of cash and shares of our common stock, at our election. However, upon conversion of any Convertible Senior Notes, the conversion value, which will be determined over an “Observation Period” (as defined in the Indenture) consisting of 30 trading days, will be paid in cash up to at least the principal amount of the Notes being converted.

The initial conversion rate is 2.0266 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which represents an initial conversion price of approximately $493.44 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

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The Convertible Senior Notes are redeemable, in whole or in part, at our option at any time, and from time to time, on or after March 15, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price of the Notes on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (ii) the trading day immediately before the date we send such notice. In addition, calling any Note for redemption constitutes a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

Effective Interest

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

	Three Months Ended March 31,
	2023		2022
Contractual interest expense - Revolving Credit Facility	$	(313)	$	(313)
Contractual interest expense - Term Loans	(5,641)		(2,994)
Contractual interest expense - Convertible Senior Notes	(375)		(375)
Amortization of debt discount and debt issuance costs	(1,355)		(1,122)
Total	$	(7,684)	$	(4,804)

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

(9)    Financial Instruments

The following table presents our financial instruments:

	March 31, 2023		December 31, 2022
Cash and cash equivalents	$	130,845	$	173,857
Available-for-sale investments	43,354		55,538
Equity investments	10,000		10,000
Total	$	184,199	$	239,395

Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, for which we determine fair value through quoted market prices.

Our available-for-sale investments primarily consist of investment grade corporate bonds, municipal bonds, and asset-backed securities with maturity dates through 2027. These investments are presented at fair value and are included in short-term investments and non-current investments in the accompanying condensed consolidated balance sheets. Unrealized gains or losses associated with the investments are included in accumulated other comprehensive loss, net of tax in the accompanying condensed consolidated balance sheets and statements of comprehensive income. For our available-for-sale investments, we do not have the intent to sell, nor is it more likely than not that we would be required to sell before recovery of their cost basis.

As of March 31, 2023, we have an accrued interest receivable balance of approximately $202,000 which is included in accounts receivable, net. We do not measure an allowance for credit losses for accrued interest receivables. We record any losses within the maturity period or at the time of sale of the investment and any write-offs to accrued interest receivables are recorded as a reduction to interest income in the period of the loss. During the three months ended March 31, 2023, we have recorded no credit losses for accrued interest receivables. Interest income and amortization of discounts and premiums are included in other income, net in the accompanying condensed consolidated statements of income.

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The following table presents the components of our available-for-sale investments:

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

As of March 31, 2023, we have $28.8 million of available-for-sale debt securities with contractual maturities of one year or less and $14.5 million with contractual maturities great than one year. As of March 31, 2023, 13 available-for-sale debt securities with a fair value of $11.6 million have been in a loss position for one year or less and 30 securities with a fair value of $24.1 million have been in a loss position for greater than one year.

The following table presents the activity on our available-for-sale investments:

	Three Months Ended March 31,
	2023		2022
Proceeds from sales and maturities	$	22,975	$	22,672
Realized gains on sales, net of tax	—		41

Our equity investments consist of an 18% interest in BFTR, LLC., a wholly owned subsidiary of Bison Capital Partners V L.P. BFTR, LLC is a privately held Australian company specializing in digitizing the spoken word in court and legal proceedings. The investment in common stock is carried at cost less any impairment write-downs because we do not have the ability to exercise significant influence over the investee and the securities do not have readily determinable fair values.

(10)    Other Comprehensive Income (Loss)

The following table presents the changes in the balances of accumulated other comprehensive loss, net of tax by component:

	Unrealized Loss On Available-for-Sale Securities		Other		Accumulated Other Comprehensive Loss
Balance as of December 31, 2022	$	(844)	$	—	$	(844)
Other comprehensive income before reclassifications	94		—		94
Reclassification adjustment of unrealized gains (losses) on securities transferred from held-to-maturity	—		—		—
Reclassification adjustment for net (gain) loss on sale of available-for-sale securities, included in net income	—		—		—
Other comprehensive income	94		—		94
Balance as of March 31, 2023	$	(750)	$	—	$	(750)

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