Tyler Technologies(TYL) - 2023 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents Tyler Technologies' unaudited condensed consolidated financial statements, highlighting income, balance sheet, and cash flow changes for Q1 2023 and 2022 ITEM 1. Financial Statements This section provides Tyler Technologies' unaudited condensed consolidated financial statements, including income, comprehensive income, balance sheets, cash flows, and shareholders' equity Condensed Consolidated Statements of Income Condensed Consolidated Statements of Income (in thousands) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | :--------- | :--------- | | Revenues: | | | | | | Subscriptions | $280,465 | $245,443 | $35,022 | 14.3% | | Maintenance | $115,130 | $117,029 | $(1,899) | -1.6% | | Professional services | $60,929 | $70,015 | $(9,086) | -13.0% | | Software licenses and royalties | $10,130 | $16,506 | $(6,376) | -38.6% | | Hardware and other | $5,199 | $7,115 | $(1,916) | -26.9% | | Total revenues | $471,853 | $456,108 | $15,745 | 3.5% | | Gross profit | $199,837 | $192,418 | $7,419 | 3.9% | | Operating income | $44,980 | $55,868 | $(10,888) | -19.5% | | Net income | $30,875 | $39,984 | $(9,109) | -22.8% | | Basic EPS | $0.74 | $0.97 | $(0.23) | -23.7% | | Diluted EPS | $0.73 | $0.94 | $(0.21) | -22.3% | Condensed Consolidated Statements of Comprehensive Income Condensed Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change ($) | | :------------------------------------ | :------------------------------------------------ | :------------------------------------------------ | :--------- | | Net income | $30,875 | $39,984 | $(9,109) | | Other comprehensive income (loss), net of tax | $94 | $(697) | $791 | | Comprehensive income | $30,969 | $39,287 | $(8,318) | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change ($) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | :--------- | | Cash and cash equivalents | $130,845 | $173,857 | $(43,012) | | Total current assets | $745,663 | $847,242 | $(101,579) | | Total assets | $4,555,635 | $4,687,417 | $(131,782) | | Total current liabilities | $835,028 | $889,695 | $(54,667) | | Total liabilities | $1,869,502 | $2,063,028 | $(193,526) | | Total shareholders' equity | $2,686,133 | $2,624,389 | $61,744 | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | Change ($) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | :--------- | | Net cash provided by operating activities | $74,709 | $53,541 | $21,168 | | Net cash used by investing activities | $(600) | $(111,173) | $110,573 | | Net cash used by financing activities | $(117,121) | $(8,277) | $(108,844) | | Net decrease in cash and cash equivalents | $(43,012) | $(65,909) | $22,897 | | Cash and cash equivalents at end of period | $130,845 | $243,262 | $(112,417) | Consolidated Statements of Shareholders' Equity Consolidated Statements of Shareholders' Equity (in thousands) | Metric | Balance at December 31, 2022 (in thousands) | Balance at March 31, 2023 (in thousands) | Change ($) | | :-------------------------------- | :------------------------------------------ | :--------------------------------------- | :--------- | | Total Shareholders' Equity | $2,624,389 | $2,686,133 | $61,744 | | Net income | $0 | $30,875 | $30,875 | | Other comprehensive gain, net of tax | $0 | $94 | $94 | | Stock compensation | $0 | $27,896 | $27,896 | Notes to Condensed Consolidated Financial Statements This section details accounting policies, segment information, revenue recognition, debt, and acquisitions, providing context for the financial statements Basis of Presentation - As of January 1, 2023, appraisal services revenue and related costs are no longer reported as separate categories in the statement of income due to reduced significance, now combined with professional services revenue and subscriptions, maintenance, and professional services cost of revenue[21] Accounting Standards and Significant Accounting Policies - No material changes to significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2022[23] - The majority of revenues are earned from subscription-based services (SaaS, transaction-based fees, e-filing) and post-contract customer support (maintenance)[24][26] Contract Balance (in thousands) | Contract Balance | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | | Total current and long-term accounts receivable, net | $518,000 | $585,500 | | Unbilled receivables | $131,400 | $135,400 | | Allowance for losses and sales adjustments | $14,800 | $14,800 | Segment and Related Information - The company operates in two reportable segments: Enterprise Software (ES) and Platform Technologies (PT), providing integrated information management solutions and services for the public sector[32][33] Segment Performance (in thousands) | Segment | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :---------------------- | :------------------------------------------------ | :------------------------------------------------ | | Total Revenues: | | | | Enterprise Software | $328,344 | $310,987 | | Platform Technologies | $148,592 | $150,710 | | Corporate (Intercompany) | $(5,083) | $(5,589) | | Total | $471,853 | $456,108 | | Segment Operating Income (Loss): | | | | Enterprise Software | $99,980 | $106,529 | | Platform Technologies | $29,537 | $30,733 | | Corporate | $(57,210) | $(53,459) | | Total Segment Operating Income | $72,307 | $83,803 | Disaggregation of Revenue Disaggregation of Revenue (in thousands) | Revenue Category | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Recurring Revenues: | | | | Subscriptions | $280,465 | $245,443 | | Maintenance | $115,130 | $117,029 | | Total Recurring Revenues | $395,595 | $362,472 | | Non-Recurring Revenues: | | | | Professional services | $60,929 | $70,015 | | Software licenses and royalties | $10,130 | $16,506 | | Hardware and other | $5,199 | $7,115 | | Total Non-Recurring Revenues | $76,258 | $93,636 | | Total Revenues | $471,853 | $456,108 | - The majority of revenue is comprised of subscriptions and maintenance, which are considered recurring revenues, with contract terms typically ranging from three to five years for subscriptions and annually for maintenance[41] Deferred Revenue and Performance Obligations Deferred Revenue by Segment (in thousands) | Segment | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :---------------------- | :-------------------------------- | :--------------------------------- | | Enterprise Software | $462,043 | $533,902 | | Platform Technologies | $29,776 | $33,691 | | Corporate | $7,176 | $2,982 | | Totals | $498,995 | $570,575 | - Total deferred revenue decreased by $71.6 million from December 31, 2022, to March 31, 2023, primarily due to the recognition of deferred revenue[44] - Backlog as of March 31, 2023, was $1.85 billion, with approximately 46% expected to be recognized as revenue over the next 12 months[45] Deferred Commissions Deferred Commissions (in thousands) | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | | Deferred commissions | $44,300 | $43,800 | | Amortization expense (3 months ended March 31) | $4,300 | $3,500 | - Sales commissions are deferred and amortized over a period of benefit, generally three to seven years, with amortization expense included in sales and marketing[46] Acquisitions - On October 31, 2022, Tyler Technologies acquired Rapid Financial Solutions, LLC for approximately $67.4 million, net of cash acquired[47] - The acquisition resulted in approximately $40.0 million in goodwill and $27.6 million in other identifiable intangible assets, primarily customer relationships, acquired software, and trade name[48] - The operating results of Rapid are included within the Platform Technologies segment since the acquisition date[49] Debt Debt Instruments (in thousands) | Debt Instrument | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | | Term Loan A-1 | $250,000 | $290,000 | | Term Loan A-2 | $25,000 | $105,000 | | Convertible Senior Notes due 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 | - The 2021 Credit Agreement was amended on January 28, 2023, to replace the LIBOR reference rate with the Secured Overnight Financing Rate (SOFR)[53] Interest Expense Components (in thousands) | Interest Expense Component | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | 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 Interest Expense | $(7,684) | $(4,804) | - For the three months ended March 31, 2023, $120.0 million of Term Loans under the 2021 Credit Agreement were repaid[65] Financial Instruments Financial Instrument Balances (in thousands) | Financial Instrument | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | | 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 | Available-for-Sale Investments (in thousands) | Available-for-Sale Investments | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | | Amortized cost | $44,360 | $56,670 | | Unrealized gains | $2 | $16 | | Unrealized losses | $(1,008) | $(1,148) | | Estimated fair value | $43,354 | $55,538 | - Available-for-sale investments primarily consist of investment grade corporate bonds, municipal bonds, and asset-backed securities with maturity dates through 2027[67] Other Comprehensive Income (Loss) Accumulated Other Comprehensive Loss (in thousands) | Component | Balance as of December 31, 2022 (in thousands) | Other comprehensive income (loss) before reclassifications (3 months ended March 31, 2023) | Balance as of March 31, 2023 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :----------------------------------------------------------------------------------------- | :--------------------------------------- | | Unrealized Loss On Available-for-Sale Securities | $(844) | $94 | $(750) | | Accumulated Other Comprehensive Loss | $(844) | $94 | $(750) | - The company experienced an other comprehensive gain of $94,000 in Q1 2023, a positive shift from a $697,000 loss in Q1 2022, primarily from available-for-sale investment holdings[22][71] Fair Value Fair Value of Financial Instruments (in thousands) | Financial Instrument | Level 1 (in thousands) | Level 2 (in thousands) | Level 3 (in thousands) | Total (in thousands) | | :-------------------------------- | :----------------------- | :----------------------- | :----------------------- | :--------------------- | | Available-for-sale investments | $43,354 | $0 | $0 | $43,354 | | Equity investments | $0 | $0 | $10,000 | $10,000 | | Term Loan A-1 | $0 | $248,679 | $0 | $248,679 | | Term Loan A-2 | $0 | $24,924 | $0 | $24,924 | | Convertible Senior Notes due 2026 | $0 | $576,714 | $0 | $576,714 | - The fair value of available-for-sale investments is considered Level 1, based on unadjusted quoted prices in active markets[75] - The fair value of Convertible Senior Notes due 2026 is determined based on quoted market prices for similar liabilities, classified as a Level 2 input[80] Income Tax Provision Income Tax Provision (in thousands) | Metric | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Income tax provision | $7,667 | $11,444 | | Effective income tax rate | 19.9% | 22.3% | - The decrease in the effective tax rate was primarily driven by an increase in research tax credit benefits, offset by a decrease in excess tax benefits related to stock incentive awards and liabilities for uncertain tax positions[82][139] - The Tax Cuts and Jobs Act of 2017 (TCJA) requires capitalization and amortization of R&D expenses, temporarily increasing U.S. federal and state cash tax payments in fiscal year 2023 and future years[84][152] Share-Based Compensation Share-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Subscriptions, maintenance, and professional services | $6,342 | $6,772 | | Sales and marketing expense | $2,393 | $2,140 | | General and administrative expense | $19,161 | $16,367 | | Total share-based compensation expense | $27,896 | $25,279 | Earnings Per Share Earnings Per Share Data | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (in thousands) | $30,875 | $39,984 | | Weighted-average basic common shares outstanding (in thousands) | 41,832 | 41,364 | | Weighted-average diluted common shares outstanding (in thousands) | 42,506 | 42,443 | | Basic EPS | $0.74 | $0.97 | | Diluted EPS | $0.73 | $0.94 | - Stock awards of approximately 501,000 shares (2023) and 215,000 shares (2022) were excluded from diluted EPS calculation due to their antidilutive effect[86] - The 1.2 million common shares related to Convertible Senior Notes were not included in diluted EPS as their effect would be antidilutive, given no conversion features were triggered[87] Leases Lease Cost Components (in thousands) | Lease Cost Component | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :------------------------------------------------ | :------------------------------------------------ | | Operating lease cost | $4,391 | $3,422 | | Short-term lease cost | $523 | $506 | | Variable lease cost | $320 | $370 | | Net lease cost | $5,234 | $4,298 | - The weighted average remaining lease term for operating leases increased to 7.1 years (from 5.4 years in 2022), with a weighted average discount rate of 1.59% (down from 1.72% in 2022)[90] Future Minimum Operating Rental Income (in thousands) | Year Ending December 31, | Future Minimum Operating Rental Income (in thousands) | | :-------------------------------- | :---------------------------------------------------- | | 2023 (Remaining) | $1,412 | | 2024 | $1,906 | | 2025 | $1,363 | | 2026 | $408 | | 2027 | $131 | | Thereafter | $0 | | Total | $5,220 | Commitments and Contingencies - The company is involved in a lawsuit to enforce contractual rights and remedies for approximately $15 million in fees owed from a state client due to a termination for convenience[93][94] - As of March 31, 2023, remaining aggregate minimum purchase commitments for third-party technology and other services totaled approximately $254 million through 2028[95] Subsequent Events - No material events or transactions occurred subsequent to March 31, 2023[96] ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial performance, liquidity, and operations for Q1 2023, highlighting revenue growth, expense increases, and cash flow dynamics Cautionary Note Concerning Forward-Looking Statements - The document contains forward-looking statements subject to risks and uncertainties, including economic conditions, client budgets, cyber-attacks, integration of acquisitions, and competition[98] General Business Overview - Tyler Technologies provides integrated information management solutions and services for the public sector, primarily through subscription-based services (SaaS, transaction-based fees, e-filing) and professional services[99] - The company reports results in two segments: Enterprise Software (ES) for 'back-office' functions and Platform Technologies (PT) for transaction processing and workflow solutions[100] Recent Acquisitions - Rapid Financial Solutions, LLC (Oct 2022) and US eDirect Inc. (Feb 2022) were acquired and integrated into the Platform Technologies segment, contributing to digital solutions[103] Operating Results Summary - Total revenues increased by 3.5% (2.1% excluding recent acquisitions) for the three months ended March 31, 2023, compared to the prior period[104] - Subscriptions revenue grew 14.3% (11.7% excluding recent acquisitions), driven by 145 new SaaS clients and 73 existing clients converting to the SaaS model[105] - Backlog as of March 31, 2023, was $1.85 billion, a 5.1% increase from the prior year[106] - Total employee count increased to 7,229 at March 31, 2023, including 50 employees from recent acquisitions[106] Critical Accounting Policies and Estimates - No material changes to critical accounting policies and estimates from the information provided in the Form 10-K for the year ended December 31, 2022[107] Analysis of Results of Operations Revenues Revenues (in thousands) | Revenue Category | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | :--------- | | Subscriptions | $280,465 | $245,443 | $35,022 | 14% | | Maintenance | $115,130 | $117,029 | $(1,899) | (2)% | | Professional services | $60,929 | $70,015 | $(9,086) | (13)% | | Software licenses and royalties | $10,130 | $16,506 | $(6,376) | (39)% | | Hardware and other | $5,199 | $7,115 | $(1,916) | (27)% | | Total Revenues | $471,853 | $456,108 | $15,745 | 3% | - Subscriptions revenue increased by 14% (12% excluding acquisitions), driven by 145 new SaaS clients and 73 existing clients converting to the SaaS model[113] - Professional services revenue decreased by 13%, primarily due to a $11.9 million decline in COVID pandemic-related rent relief services, partially offset by increased billable travel revenue[119] - Software licenses and royalties revenue decreased by 39%, attributed to a shift in new software contracts towards subscription-based agreements[120][121] Cost of Revenues and Overall Gross Margin Cost of Revenues and Overall Gross Margin (in thousands) | Cost of Revenues Component | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | :--------- | | Subscriptions, maintenance, and professional services | $252,415 | $242,832 | $9,583 | 4% | | Software licenses and royalties | $2,313 | $1,445 | $868 | 60% | | Amortization of software development | $2,588 | $1,164 | $1,424 | 122% | | Amortization of acquired software | $8,920 | $13,221 | $(4,301) | (33)% | | Hardware and other | $5,780 | $5,028 | $752 | 15% | | Total Cost of Revenues | $272,016 | $263,690 | $8,326 | 3% | | Overall Gross Margin | 42.4% | 42.2% | 0.2% | | - Cost of subscriptions, maintenance, and professional services increased by 4% due to higher personnel costs (including onboarding new employees) and duplicate hosting costs during the transition to the public cloud[125] - Amortization of software development increased by 122% due to new capitalized software development projects going into service[128] - Overall gross margin increased by 0.2% (0.4% excluding acquisitions), driven by growth in subscriptions and a decline in low-margin COVID-related revenues, partially offset by higher personnel and hosting costs[129] Operating Expenses Operating Expenses (in thousands) | Operating Expense | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | :--------- | | Sales and marketing expense | $37,103 | $35,206 | $1,897 | 5% | | General and administrative expense | $72,360 | $62,689 | $9,671 | 15% | | Research and development expense | $26,987 | $23,941 | $3,046 | 13% | | Amortization of other intangibles | $18,407 | $14,714 | $3,693 | 25% | - General and administrative expense increased by 15%, primarily due to higher amortization of internal-use software development, increased travel, and higher personnel costs including share-based compensation[132] - Research and development expense increased by 13%, driven by new product development initiatives and increased investments in recently acquired businesses[134] - Amortization of other intangibles increased by 25% due to intangibles from recent acquisitions and accelerated amortization of certain trade name intangibles from branding changes[135] Other Income/Expense and Taxes Other Income/Expense and Taxes (in thousands) | Item | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change ($) | Change (%) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------- | :--------- | | Interest expense | $(7,684) | $(4,804) | $(2,880) | 60% | | Other income, net | $1,246 | $364 | $882 | 242% | | Income tax provision | $7,667 | $11,444 | $(3,777) | (33)% | | Effective income tax rate | 19.9% | 22.3% | | | - Interest expense increased by 60% due to higher interest rates and increased amortization expense from accelerated repayment of term loans[136] - Other income, net, increased by 242% due to higher interest income from invested cash as a result of increased interest rates[137] - The income tax provision decreased by 33%, with the effective tax rate falling to 19.9% from 22.3%, primarily due to increased research tax credit benefits[138][139] Financial Condition and Liquidity Financial Condition and Liquidity (in thousands) | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------------------------- | :-------------------------------- | :--------------------------------- | | Cash and cash equivalents | $130,845 | $173,857 | | Investment grade corporate bonds, municipal bonds and asset-backed securities | $43,400 | N/A | | Outstanding borrowings under 2021 Credit Agreement | $275,000 | N/A | | Available borrowing capacity under 2021 Revolving Credit Facility | $500,000 | N/A | Cash Flow Activities (in thousands) | Cash Flow Activity | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Operating activities | $74,709 | $53,541 | | Investing activities | $(600) | $(111,173) | | Financing activities | $(117,121) | $(8,277) | | Net decrease in cash and cash equivalents | $(43,012) | $(65,909) | - Days sales outstanding (DSO) in accounts receivable improved to 95 days at March 31, 2023, from 115 days at December 31, 2022, due to improved collection efforts[144] - Financing activities used $117.1 million, primarily due to the repayment of $120.0 million of term debt[146][149] - Anticipated 2023 capital spending is between $63 million and $65 million, including $37 million for real estate and $37 million for software development[153] ITEM 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate risk from variable-rate debt, with a quarter-point change impacting annual interest expense - The effective interest rate for borrowings under the 2021 Credit Agreement was 6.98% for the three months ended March 31, 2023[159] - A quarter-point change in interest rates would result in a $687,500 change in annual interest expense, based on $275.0 million outstanding principal under the 2021 Credit Agreement as of March 31, 2023[159] ITEM 4. Controls and Procedures Disclosure controls and procedures were effective as of March 31, 2023, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of March 31, 2023[160] - No material changes in internal control over financial reporting occurred during the three months ended March 31, 2023[161] Part II. OTHER INFORMATION This section provides additional information including legal proceedings, risk factors, and a list of exhibits ITEM 1. Legal Proceedings The company is involved in a lawsuit seeking approximately $15 million in fees from a state client due to a contract termination - A lawsuit was filed on August 23, 2022, to enforce rights and remedies under a contractual arrangement with a state client, seeking approximately $15 million in fees for a termination for convenience[163][164] ITEM 1A. Risk Factors No material changes to the risk factors previously disclosed in the 2022 Annual Report on Form 10-K occurred during Q1 2023 - No material changes in the information regarding risk factors contained in the Annual Report on Form 10-K for the year ended December 31, 2022[165] ITEM 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications, credit agreement amendments, and XBRL documents