Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2017June 30, 2019
or
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number 0-5734
 
AGILYSYS, INC.
(Exact name of registrant as specified in its charter)
 
Ohio 34-0907152
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
1000 WinwardWindward Concourse, Suite 250,
Alpharetta, Georgia
 30005
(Address of principal executive offices) (ZIP Code)
   
(770) 810-7800
(Registrant’s telephone number, including area code)
   
N/A
(Former name, former address and former fiscal year, if changed since last report)
 

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, without par valueAGYSThe NASDAQ Stock Market LLC

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer¨ Accelerated filerx
     
Non-accelerated filer¨(Do not check if a smaller reporting company)Smaller reporting 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 Exchange Act). Yes ¨ No x

The number of Common Shares of the registrant outstanding as of January 22, 2018July 23, 2019 was 23,313,156.23,675,380.

AGILYSYS, INC.
Index

    
 
 Item 1
    
  
    
  
    
  
    
  
    
  Notes to
 
Item 2
    
 Item 3
Item 4
Item 1    
Item 1A
Item 2
Item 3
    
 Item 4Controls and Procedures
Part II. Other Information
Item 1    Legal Proceedings
Item 1ARisk Factors
Item 2Unregistered Sales of Equity Securities and Use of Proceeds
Item 3Defaults Upon Senior Securities
Item 4Mine Safety Disclosures
    
 Item 5
    
 Item 6
    
   





AGILYSYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
December 31,
2017
 March 31,
2017
June 30, 2019 (Unaudited) March 31,
2019
(In thousands, except share data)
      
ASSETS      
Current assets:      
Cash and cash equivalents$37,615
 $49,255
$37,233
 $40,771
Accounts receivable, net of allowance for doubtful accounts of $751 and $509, respectively14,746
 15,598
Accounts receivable, net of allowance for doubtful accounts of $760 and $788, respectively25,690
 27,000
Contract assets3,888
 2,921
Inventories2,131
 2,211
1,483
 2,044
Prepaid expenses and other current assets6,849
 6,456
5,155
 6,272
Total current assets61,341
 73,520
73,449
 79,008
Property and equipment, net17,760
 16,000
15,067
 15,838
Operating lease right-of-use assets13,379
 
Goodwill19,622
 19,622
19,622
 19,622
Intangible assets, net8,496
 8,530
8,427
 8,438
Software development costs, net46,086
 46,999
31,392
 34,567
Other non-current assets2,613
 2,634
6,112
 6,118
Total assets$155,918
 $167,305
$167,448
 $163,591
LIABILITIES AND SHAREHOLDERS' EQUITY      
Current liabilities:      
Accounts payable$8,175
 $8,702
$4,469
 $4,718
Deferred revenue23,433
 29,183
Contract liabilities35,589
 38,669
Accrued liabilities9,843
 8,331
9,474
 14,892
Capital lease obligations, current113
 121
Operating lease liabilities, current4,202
 
Finance lease obligations, current22
 22
Total current liabilities41,564
 46,337
53,756
 58,301
Deferred income taxes, non-current2,105
 3,181
866
 861
Capital lease obligations, non-current50
 116
Operating lease liabilities, non-current11,539
 
Finance lease obligations, non-current33
 35
Other non-current liabilities3,985
 4,002
1,331
 3,772
Commitments and contingencies (see Note 6)
 
Commitments and contingencies (see Note 8)
 
Shareholders' equity:      
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 23,402,512 and 23,210,682 shares outstanding at December 31, 2017 and March 31, 2017, respectively9,482
 9,482
Treasury shares, 8,204,319 and 8,396,149 at December 31, 2017 and March 31, 2017, respectively(2,463) (2,519)
Common shares, without par value, at $0.30 stated value; 80,000,000 shares authorized; 31,606,831 shares issued; and 23,680,171 and 23,501,193 shares outstanding at June 30, 2019 and March 31, 2019, respectively9,482
 9,482
Treasury shares, 7,926,660 and 8,105,638 at June 30, 2019 and March 31, 2019, respectively(2,379) (2,433)
Capital in excess of stated value(2,418) (5,782)1,698
 781
Retained earnings103,812
 112,692
91,476
 93,051
Accumulated other comprehensive loss(199) (204)(354) (259)
Total shareholders' equity108,214
 113,669
99,923
 100,622
Total liabilities and shareholders' equity$155,918
 $167,305
$167,448
 $163,591

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Nine months endedThree months ended
December 31, December 31,June 30,
(In thousands, except share data)2017 2016 2017 2016
(In thousands, except per share data)2019 2018
Net revenue:          
Products$8,156
 $10,006
 $25,758
 $30,257
$10,869
 $9,080
Support, maintenance and subscription services17,215
 16,234
 50,990
 47,087
20,082
 17,929
Professional services5,939
 7,208
 18,557
 19,732
7,438
 6,998
Total net revenue31,310
 33,448
 95,305
 97,076
38,389
 34,007
Cost of goods sold:          
Products (inclusive of developed technology amortization)6,820
 7,530
 19,862
 22,217
8,623
 7,130
Support, maintenance and subscription services4,132
 4,464
 12,610
 12,714
4,181
 4,074
Professional services4,730
 5,213
 15,160
 13,835
5,571
 4,914
Total cost of goods sold15,682
 17,207
 47,632
 48,766
18,375
 16,118
Gross profit15,628
 16,241
 47,673
 48,310
20,014
 17,889
49.9% 48.6% 50.0% 49.8%
Gross profit margin52.1% 52.6%
Operating expenses:          
Product development7,269
 6,847
 20,708
 20,647
10,064
 7,089
Sales and marketing4,278
 5,000
 13,616
 15,746
4,498
 4,754
General and administrative6,114
 3,678
 18,475
 13,692
5,874
 6,005
Depreciation of fixed assets581
 598
 1,892
 1,791
213
 606
Amortization of intangibles471
 353
 1,421
 1,031
678
 543
Restructuring, severance and other charges378
 1,394
 1,241
 1,484
231
 440
Legal settlements150
 
 150
 85

 91
Total operating expense21,558
 19,528
Operating loss(3,613) (1,629) (9,830) (6,166)(1,544) (1,639)
Other (income) expense:       
Interest income(13) (86) (64) (135)
Other expense (income):   
Interest (income)(80) (55)
Interest expense3
 3
 7
 11
1
 3
Other expense, net(46) 62
 (196) 140
85
 198
Loss before taxes(3,557) (1,608) (9,577) (6,182)(1,550) (1,785)
Income tax (benefit) expense(1,623) 129
 (1,439) 252
Income tax expense (benefit)25
 (49)
Net loss$(1,934) $(1,737) $(8,138) $(6,434)$(1,575) $(1,736)
          
Weighted average shares outstanding22,851
 22,611
 22,777
 22,605
23,212
 23,095
Loss per share - basic and diluted:          
Loss per share$(0.08) $(0.08) $(0.36) $(0.28)$(0.07) $(0.08)
          

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)


Three months ended Nine months endedThree months ended
December 31, December 31,June 30,
(In thousands)2017 2016 2017 20162019 2018
Net loss$(1,934) $(1,737) $(8,138) $(6,434)$(1,575) $(1,736)
Other comprehensive gain/(loss), net of tax:       
Other comprehensive loss, net of tax:   
Unrealized foreign currency translation adjustments(17) (5) 5
 (12)(95) (8)
Total comprehensive loss$(1,951) $(1,742) $(8,133) $(6,446)$(1,670) $(1,744)

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months endedThree months ended
December 31,June 30,
(In thousands)2017 20162019 2018
Operating activities      
Net loss$(8,138) $(6,434)$(1,575) $(1,736)
Adjustments to reconcile net loss to net cash used in operating activities      
Net restructuring, severance and other charges262
 819
(11) 15
Net legal settlements150
 (100)
 91
Loss on disposal of property & equipment
 5
Depreciation1,892
 1,791
213
 606
Amortization1,421
 1,031
678
 543
Amortization of developed technology7,371
 5,705
3,175
 2,663
Deferred income taxes(1,214) 105
5
 28
Share-based compensation3,776
 782
482
 409
Change in cash surrender value of company owned life insurance policies11
 
(4) (4)
Changes in operating assets and liabilities:   
Accounts receivable903
 6,668
Inventories87
 597
Prepaid expense and other current assets460
 1,306
Accounts payable5
 714
Deferred revenue(5,787) (4,601)
Accrued liabilities1,681
 (2,558)
Income taxes payable(503) 104
Other changes, net(279) (541)
Net cash provided by operating activities2,098
 5,393
Changes in operating assets and liabilities(4,876) (3,978)
Net cash used in operating activities(1,913) (1,363)
Investing activities      
Capital expenditures(5,289) (3,327)(571) (744)
Capitalized software development costs(7,272) (9,174)
 (2,132)
Investments in corporate-owned life insurance policies(27) (1)(2) (2)
Net cash used in investing activities(12,588) (12,502)(573) (2,878)
Financing activities      
Payments to settle contingent consideration arising from business acquisition
 (197)
Repurchase of common shares to satisfy employee tax withholding(1,190) (404)(1,026) (495)
Principal payments under long-term obligations(92) (86)(2) (30)
Net cash used in financing activities(1,282) (687)(1,028) (525)
Effect of exchange rate changes on cash132
 (99)(24) (101)
Net decrease in cash and cash equivalents(11,640) (7,895)(3,538) (4,867)
Cash and cash equivalents at beginning of period$49,255
 $60,608
$40,771
 $39,943
Cash and cash equivalents at end of period$37,615
 $52,713
$37,233
 $35,076
      
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES:      
Accrued capital expenditures$81
 $293
$51
 $82
Accrued capitalized software development costs107
 684

 57

See accompanying notes to unaudited condensed consolidated financial statements.

AGILYSYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
 Common SharesCapital in excess of stated value Accumulated other comprehensive loss 
 IssuedIn TreasuryRetained 
(In thousands)SharesStated valueSharesStated valueearningsTotal
Balance at March 31, 201931,607
$9,482
(8,105)$(2,433)$781
$93,051
$(259)$100,622
Share-based compensation



1,067


1,067
Restricted shares issued, net

168
51
(51)


Shares issued upon exercise of stock options and SSARs

14
4
(4)


Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares

(4)(1)(95)

(96)
Net loss




(1,575)
(1,575)
Unrealized translation adjustments





(95)(95)
Balance at June 30, 201931,607
$9,482
(7,927)$(2,379)$1,698
$91,476
$(354)$99,923
         
Balance at March 31, 201831,607
$9,482
(8,283)$(2,486)$(1,911)$103,601
$(255)$108,431
Cumulative effect of change in accounting policy




2,614

2,614
Share-based compensation



592


592
Restricted shares issued, net

172
52
(52)


Shares issued upon exercise of stock options and SSARs

41
12
(12)


Shares withheld for taxes upon exercise of stock options, SSARs or vesting of restricted shares

(10)(3)(141)

(144)
Net loss




(1,736)
(1,736)
Unrealized translation adjustments





(8)(8)
Balance at June 30, 201831,607
$9,482
(8,080)$(2,425)$(1,524)$104,479
$(263)$109,749

See accompanying notes to unaudited condensed consolidated financial statements.



AGILYSYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table amounts in thousands, except per share data)


1. Nature of Operations and Financial Statement Presentation
Nature of Operations

Agilysys ishas been a leadingleader in hospitality software for more than 40 years, delivering innovative guest-centric technology company that provides innovative softwaresolutions for gaming, hotels, resorts and services for point-of-salecruise, corporate foodservice management, restaurants, universities, stadia and healthcare. Agilysys offers the most comprehensive solutions in the industry, including point of sale (POS), reservation and tableproperty management property managementsystems (PMS), inventory and procurement, workforce management, analytics, document management,payments, and mobilerelated applications, to manage the entire guest journey. Agilysys is known for its leadership in hospitality, its broad product offerings and wirelessits customer-centric service. Some of the largest hospitality companies around the world use Agilysys solutions exclusively to the hospitality industry.  Our products and services allow operators to streamline operations,help improve efficiency and understand customer needs across their properties to deliver a superior overall guest experience. The result is improved guest loyalty, drive revenue growth in wallet share and increased revenue as they connect and transact with their guests based upon a single integrated view of individual preferences and interactions. increase operational efficiencies.

We serve four major market sectors: Gaming, both corporate and tribal; Hotels, Resorts and Cruise; Corporate Foodservice Management; and Restaurants, Universities, Stadia and Healthcare. A significant portion of our consolidated revenue is derived from contract support, maintenance and subscription services.

Agilysys operates across North America, Europe, Asia-Pacific, and India with headquarters located in Alpharetta, GA. For more information, visit www.agilysys.com.


Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include our accounts consolidated with our wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Our fiscal year ends on March 31st. References to a particular year refer to the fiscal year ending in March of that year. For example, fiscal 20182020 refers to the fiscal year ending March 31, 2018.2020.

Our unaudited interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information, the instructions to the Quarterly Report on Form 10-Q (Quarterly Report) under the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 10-01 of Regulation S-X under the Exchange Act. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements.

The Condensed Consolidated Balance SheetsSheet as of December 31, 2017 and 2016,June 30, 2019, as well as the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Loss, Condensed Consolidated Statements of Cash Flows, and the Condensed Consolidated Statements of Cash FlowShareholders' Equity for the three and nine months ended December 31, 2017June 30, 2019 and 2016,2018, are unaudited. However, these financial statements have been prepared on the same basis as those in the audited annual financial statements.statements, except for the recently adopted accounting pronouncements described below. In the opinion of management, all adjustments of a recurring nature necessary to fairly state the results of operations, financial position, and cash flows have been made.

These unaudited interim financial statements should be read together with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2017,2019, filed with the Securities and Exchange Commission (SEC) on June 2, 2017.










May 24, 2019.

2. Summary of Significant Accounting Policies
A detailed description of our significant accounting policies can be found in the audited financial statements for the fiscal year ended March 31, 2017,2019, included in our Annual Report on Form 10-K. Our accounting policy for share-based compensationleases changed with

the adoption of Accounting Standards Update ("ASU") No. 2016-09,2016-02 ("Topic 842"), as described further below. There have been no other material changes to our significant accounting policies and estimates from those disclosed therein.

Reclassification - Certain prior year balances have been reclassified to conform to the current year presentation. Specifically, we reclassified certain software development costs to property and equipment during the year ended March 31, 2017, which impacted the Condensed Consolidated Statement of Cash Flows for the nine months ended December 31, 2016 in the amount of $1.1 million.

Adopted and Recently Issued Accounting Pronouncements

In January 2017,April 2019, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-01, Business Combinations (Topic 805)2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.ASU 2019-04 provides corrections, updates and clarifications to the previously issued updates ASU 2016-13, ASU 2017-12 and ASU 2016-01. Various areas of the codification were impacted from the update. The standard follows the effective dates of the previously issued ASUs, unless an entity has already early adopted the previous ASUs, in which case the effective date will vary according to each specific ASU adoption. Consistent with the documentation below, we are still assessing the impact of the adoption of ASU 2016-13, and the other two ASUs affected by ASU 2019-04 are not applicable to us. We are currently reviewing this standard to assess the impact on our future consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): ClarifyingCustomer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.ASU 2018-15 addresses the Definitiontreatment of implementation costs incurred in a hosting arrangement that is a service contract. The update does not impact the accounting for the service element of a Business,hosting arrangement that is a service contract. The update is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods, with early adoption (including early adoption in any interim period) permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.ASU 2018-13 addresses the required disclosures around fair value measurement. The disclosure requirements of the reasons for transfers between Level 1 and Level 2, the policy for timing transfers between levels, and the valuation process for Level 3 measurements have been removed. Certain modifications were made to required disclosures and additional requirements were established. The standard is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220). ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate on items within accumulated other comprehensive income or loss due to the enactment of the Tax Act on December 22, 2017. The new standard is effective for annual periods, and for interim periods within those annual periods beginning after December 15, 2018, with early adoption permitted. We have adopted this standard as of April 1, 2019; the adoption had no impact on our condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles- Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. ASU No. 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods.Impairment. ASU No. 2017-04 eliminates Step 2 of the goodwill impairment test and requires a goodwill impairment to be measured as the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of its goodwill. The ASU is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. While we are still assessing the impact of this standard, we do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements.

In OctoberJune 2016, the FASB issued ASU No. 2016-16, Income Taxes2016-13, Financial Instruments - Credit Losses (Topic 740): Intra-Entity Transfers326). This new standard changes the impairment model for most financial assets and certain other instruments. Entities will be required to use a model that will result in the earlier recognition of Assets Other Than Inventory, which requires entities to recognizeallowances for losses for trade and other receivables, held-to-maturity debt securities, loans, and other instruments. For available-for-sale debt securities with unrealized losses, the income tax consequenceslosses will be recognized as allowances rather than as reductions in the amortized cost of an intra-entity transfer of an asset other than inventory when the transfer occurs.securities. The new guidancestandard is effective for annual reportingperiods, and for interim periods within those annual periods, beginning after December 15, 2017. Early2019, with early adoption is permitted as ofpermitted. We are currently reviewing this standard to assess the beginning of an annual reporting period. The new standard must be adopted using a modified retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. We do not believe that the adoption of this guidance will have a material impact on our future consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), which amends the accounting for stock-based compensation. The guidance requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than of stockholders’ equity and also allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. ASU No. 2016-09 is effective for annual reporting periods beginning after December 15, 2016. The Company adopted the ASU in the quarter ended June 30, 2017, which is the first quarter for our annual period beginning April 1, 2017.  The following summarizes the effects of the adoption on the Company's unaudited condensed consolidated financial statements:

Income taxes - In the first quarter of 2018, we did not recognize the discrete benefit related to $4.4 million of tax deductions in excess of recorded windfall tax benefits associated with stock-based compensation due to the Company’s full valuation allowance on its U.S. federal net operating losses.

Forfeitures - Prior to adoption, the Company recognized share-based compensation expense net of estimated forfeitures based on a rate management updated at least annually to reflect expected forfeitures over the vesting period. Upon adoption, the Company will no longer apply a forfeiture rate and instead will account for forfeitures as they occur. The Company applied the modified retrospective adoption approach and recorded a cumulative-

effect adjustment of approximately $0.7 million to opening retained earnings. Prior periods have not been adjusted.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will requirerequires lessees to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP,Unlike Accounting Standard Codification Topic 840 ("Topic 840"), which requires only capital leases to be recognized on the balance sheet, the new guidance will requirerequires both types of leases to be recognized on the balance sheet. The new guidancemost prominent change for leasees is effectivethe requirement to recognize both Right-of-Use (ROU) assets and lease liabilities for all periods beginning after December 15,leases classified as operating leases under Topic 840. We adopted Topic 842 as of April 1, 2019 using the current period adjustment method of adoption. Please refer to Note 6, Leases for further details.

3. Revenue Recognition

Disaggregation of Revenue

We derive and report our revenue from the sale of products (software licenses, third party hardware and operating systems), support, maintenance and subscription services and professional services. Revenue recognized at a point in time (products) totaled $10.9 million and $9.1 million, and over time (support, maintenance and subscription services and professional services) totaled $27.5 million and $24.9 million for the three months ended June 30, 2019 and 2018, respectively. See Nature of Goods and Services section below for additional information regarding revenue recognition procedures for our revenue streams.

Nature of Goods and Services

Our customary business practice is to enter into legally enforceable written contracts with our customers. The majority of our contracts are governed by a master agreement between us and the customer, which sets forth the general terms and conditions of any individual contract between the parties, which is then supplemented by a customer purchase order to specify the different goods and services, the associated prices, and any additional terms for an individual contract. Performance obligations specific to each individual contract are defined within the terms of each purchase order. Each performance obligation is identified based on the goods and services that will be transferred to our customer that are both capable of being distinct and are distinct within the context of the contract. The transaction price is determined based on the consideration to which we will be entitled and expect to receive in exchange for transferring goods or services to the customer. Typically, our contracts do not provide our customer with any right of return or refund; we do not constrain the contract price as it is probable that there will not be a significant revenue reversal due to a return or a refund.

Typically, our customer contracts contain one or more of the following goods or services which constitute performance obligations.

Our software licenses typically provide for a perpetual right to use our software. Generally, our contracts do not provide significant services of integration, and customization and installation services are not required to be purchased directly from us. The software is delivered before related services are provided and is functional without professional services, updates and technical support. We have concluded that the software license is distinct as the customer can benefit from the software on its own. Software revenue is typically recognized when the software is delivered or made available for download to the customer.

Revenue for hardware sales is recognized when the product is shipped to the customer and when obligations that affect the customer's final acceptance of the arrangement have been fulfilled. A majority of our hardware sales involve shipment directly from its suppliers to the end-user customers. In these transactions, we are the primary obligor as we are responsible for negotiating price both with the supplier and the customer, payment to the supplier, establishing payment terms and product returns with the customer, and we bear the credit risk if the customer does not pay for the goods. As the principal contact with the customer, we recognize revenue and cost of goods sold when we are currently evaluatingnotified by the effectssupplier that the adoptionproduct has been shipped. In certain limited instances, as shipping terms dictate, revenue is recognized upon receipt at the point of ASU No. 2016-02 will have on our consolidated financial statements, but anticipate thatdestination or upon installation at the new guidance will materially impact our consolidated financial statements given the significance of our leases.customer site.

In May 2014,Support and maintenance revenue is derived from providing telephone and on-line technical support services, bug fixes, and unspecified software updates and upgrades to customers on a when-and-if-available basis. Each of these performance

obligations provide benefit to the FASB issued ASU No. 2014-09, Revenuecustomer on a standalone basis and are distinct in the context of the contract. Each of these distinct performance obligations represent a stand ready obligation to provide service to a customer, which is concurrently delivered and has the same pattern of transfer to the customer, which is why we account for these support services as a single performance obligation, recognized over the term of the maintenance agreement.

Our subscription service revenue is comprised of fees for contracts that provide customers a right to access our software for a subscribed period. We do not provide the customer the contractual right to license the software at any time outside of the subscription period under these contracts. The customer can only benefit from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the software and software maintenance when provided the right to access the software. Accordingly, each of the rights to access the software, the maintenance services, and any hosting services is not considered a distinct performance obligation in the context of the contract and should be combined into a single performance obligation to be recognized over the contract period. Typically, we invoice fees monthly and either party has the ability to cancel the agreement at each invoiced period. As a result, the contractual period for revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughoutpurposes is considered to be one month with monthly renewals for the Industry Topicsterm of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Typecustomer agreement.

Professional services revenues primarily consist of fees for consulting, installation, integration and Production-Type Contracts. The core principletraining and are generally recognized over time as the customer simultaneously receives and consumes the benefits of the guidance isprofessional services as the services are being performed. Professional services can be provided by internal or external providers, do not significantly affect the customer's ability to access or use other provided goods or services, and provide a measure of benefit beyond that an entity should recognize revenue to depict the transfer of other promised goods or services in the contract. As a result, professional services are considered distinct in the context of the contract and represent a separate performance obligation. Professional services that are billed on a time and materials basis are recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time using an input method based on labor hours expended to customers in an amount that reflectsdate relative to the consideration to which the entity expectstotal labor hours expected to be entitled in exchangerequired to satisfy the related performance obligation. These contracts are reviewed quarterly for those goods or services. As originally issued, this guidance was effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption was not permitted. In July 2015, the FASB deferred the effective date by one year, to interim and annual reporting periods beginning after December 15, 2017. The standard allows entities to apply the standard retrospectively to each prior reporting period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application (“modified retrospective adoption”). We plan to adopt ASU No. 2014-09 on its effective date for us beginning April 1, 2018 and we are still evaluating both options and their effect on our financial statements and business.loss contract accounting treatment.

We expectuse the market estimate approach to identify similar performance obligations under Topic 606 as compared with deliverables and separate unitsdrive standalone selling price ("SSP") by maximizing observable data points (in the form of account previously identified. As a result, we expect the timing of our revenue to occur in similar periods but we are still evaluating this theory especially with respect to multiple service contracts. We are assessing the new standard’s requirement to apply a single method to measure progress towards satisfaction of performance obligations recognized over time in our contracts that contain multiple services. We are evaluating our multiple service contractsrecently executed customer contracts) to determine if the price customers are willing to pay for the goods and services aretransferred. If the contract contains a single performance obligation, under this new standard requiring a single methodthe entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of measurement. We are assessing the new standards requirement to allocate the transaction pricesprice to each performance obligation based on a relative SSP basis.

Shipping and handling fees billed to customers are recognized as revenue and the related costs are recognized in cost of goods sold. Revenue is recorded net of any applicable taxes collected and remitted to governmental agencies.

Contract Balances

Contract assets are rights to consideration in exchange for goods or services that we have transferred to a customer when that right is conditional on something other than the passage of time. The majority of our contractscontract assets represent unbilled amounts related to professional services. We expect billing and collection of our contract assets to occur within the next twelve months. We receive payments from customers based onupon contractual billing schedules and accounts receivable are recorded when the relative stand-alone selling price of each our performance obligations. We are evaluating the stand-alone selling prices for our performance obligations. We are also assessing the new standard’s requirementright to capitalize costs associated with obtaining customer contracts, including commission payments,consideration becomes unconditional. Contract liabilities represent consideration received or consideration which are currently expensed as incurred for all commissions earned subsequentis unconditionally due from customers prior to transferring goods or services to the yearcustomer under the terms of the contract.

Revenue recognized during the three months ended June 30, 2019 and 2018 from amounts included in contract liabilities at the beginning of the period was $15.6 million and $11.6 million, respectively. During the three months ended June 30, 2019 and 2018, we transferred $2.0 million and $3.0 million to accounts receivable from contract assets recognized at March 31, 2016. We2019 and April 1, 2018, respectively, because the right to the transaction consideration became unconditional.

Our arrangements are evaluating thefor a period over which to amortize these capitalized costs and the applicability of the practical expediency exception which permits the continuation of expensing these costs for amortization periods of one year or less. In addition, for sales transactions that have been billed, but for which the recognitionAs a result, unsatisfied performance obligations as of revenue has been deferredJune 30, 2019 are expected to be satisfied and the related account receivable has not been collected, we currently do not recognize deferredallocated transaction price recognized in revenue within a period of 12 months or the related accounts receivable on our consolidated balance sheet. Under the new standard, we will record accounts receivable and related contract liabilities for non-cancelable contracts with customers when the right to consideration is unconditional, which we currently expect will result in increases in accounts receivable and contract liabilities (currently presented as deferred revenue) on our consolidated balance sheet, compared to our current presentation. We are continuing to review the impacts of adopting ASU No. 2014-09 to our consolidated financial statements and these preliminary assessments of the impacts to our consolidated financial statements are subject to change. We expect to conclude our assessments of the impacts of adoption sometime during our fourth quarter ending March 31, 2018.

Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our consolidated financial statements or related disclosures and, if significant, makes the appropriate disclosures required by such new accounting pronouncements.less.


3. Restructuring ChargesAssets Recognized from Costs to Obtain a Contract

Sales commission expenses that would not have occurred absent the customer contracts are considered incremental costs to obtain a contract. We recognize restructuring chargeshave elected to take the practical expedient available to expense the incremental costs to obtain a contract as incurred when a planthe expected benefit and amortization period is one year or less. For subscription contracts that materially changesare renewed monthly based on an agreement term, we capitalize commission expenses and amortize as we satisfy the scope of our business orunderlying performance obligations, generally based on the manner in which that business is conducted is adoptedcontract terms and communicated to the impacted parties, and theanticipated renewals. Other sales commission expenses have beena period of benefit of one year or less, and are therefore expensed as incurred or are reasonably estimable.

Fiscal 2018 Restructuring Activity

Q3 - Inin line with the third quarter of fiscal 2018, we recorded $0.2 million in restructuring charges related to our ongoing efforts to better allocate resources to our crucial revenue growth areas while increasing internal efficiencies in other non-revenue generating areas.practical expedient elected.

As of December 31, 2017,June 30, 2019, we had $3.3 million of capitalized sales incentive costs. These balances are included in other non-current assets on our condensed consolidated balance sheets. During the three months ended June 30, 2019 and 2018, we expensed $1.0 million and $0.9 million, respectively, of sales commissions, including amortization of capitalized amounts of $0.3 million and $0.3 million, respectively, which is included in operating expenses - sales and marketing in our condensed consolidated statement of operations. All other costs to obtain a remaining liability of approximately $0.2 million recorded for the Q3 fiscal 2018 restructuring activity.contract are not considered incremental and therefore are expensed as incurred.

Following is a reconciliation of the beginning and ending balances of the restructuring liability:

 Balance at  Balance at
 March 31,Provision/ December 31,
(in thousands)2017AdjustmentsPayments2017
Fiscal 2018 Restructuring Plan:    
Restructuring and other employment costs$
$1,024
$(821)$203
     
Total restructuring costs$
$1,024
$(821)$203



4. Intangible Assets and Software Development Costs

The following table summarizes our intangible assets and software development costs:
December 31, 2017 March 31, 2017June 30, 2019 March 31, 2019
Gross Net Gross NetGross Net Gross Net
carryingAccumulatedcarrying carryingAccumulatedcarryingcarryingAccumulatedcarrying carryingAccumulatedcarrying
(In thousands)amountamortizationamount amountamortizationamountamountamortizationamount amountamortizationamount
Amortized intangible assets:      
Customer relationships$10,775
$(10,775)$
 $10,775
$(10,775)$
$10,775
$(10,775)$
 $10,775
$(10,775)$
Non-competition agreements2,700
(2,700)
 2,700
(2,700)
2,700
(2,700)
 2,700
(2,700)
Developed technology10,055
(10,055)
 10,055
(10,055)
10,398
(10,398)
 10,398
(10,398)
Trade names230
(134)96
 230
(100)130
230
(203)27
 230
(192)38
Patented technology80
(80)
 80
(80)
80
(80)
 80
(80)
23,840
(23,744)96
 23,840
(23,710)130
24,183
(24,156)27
 24,183
(24,145)38
Unamortized intangible assets:      
Trade names8,400
 N/A
8,400
 8,400
 N/A
8,400
8,400
 N/A
8,400
 8,400
 N/A
8,400
Total intangible assets$32,240
$(23,744)$8,496

$32,240
$(23,710)$8,530
$32,583
$(24,156)$8,427

$32,583
$(24,145)$8,438
      
Software development costs$53,368
$(17,727)$35,641
 $46,598
$(10,356)$36,242
$67,541
$(36,149)$31,392
 $67,541
$(32,974)$34,567
Project expenditures not yet in use10,445

10,445
 10,757

10,757
Total software development costs$63,813
$(17,727)$46,086
 $57,355
$(10,356)$46,999

The following table summarizes our remaining estimated amortization expense relating to in service intangible assets and software development costs.
EstimatedRemaining
AmortizationAmortization
(In thousands)ExpenseExpense
Fiscal year ending March 31,  
2018$2,657
201910,504
20209,765
$9,413
20219,680
12,515
20222,568
5,403
2023563
3,399
2024689
Total$35,737
$31,419


Amortization expense for software development costs related to assets to be sold, leased, or otherwise marketed was $2.6$3.2 million and $2.3$2.7 million for the three months ended December 31, 2017June 30, 2019 and 2016, and $7.3 million and $5.7 million for the nine months ended December 31, 2017 and 2016,2018, respectively. These charges are included as Products costcosts of goods sold within the Condensed Consolidated Statements- products in our condensed consolidated statements of Operations.

operations. Amortization expense relating to other definite-lived intangible assets was $11,500 for the three months ended December 31, 2017June 30, 2019 and 2016, and $34,500 for the nine months ended December 31, 2017 and 2016.2018. These charges are classified as Amortizationoperating expenses - amortization of intangibles within the Condensed Consolidated Statementsin our condensed consolidated statements of Operationsoperations along with Amortizationamortization expense related to our Capitalized Internal-Use Softwarecapitalized internal-use software that we classify in Property and Equipment, net within the Consolidated Balance Sheets.

condensed consolidated balance sheets.

Capitalized software development costs for software internally developed to be sold, leased, or otherwise marketed, are carried on our balance sheet at net carrying value, net of accumulated amortization. The Company did not capitalize any amounts for external-use software development costs during the three months ended June 30, 2019 due to the current active projects which carry a sufficiently short amount of time between achieving technological feasibility and reaching general availability to preclude capitalization. We capitalized approximately $1.6 million and $3.0$2.0 million during the three months ended December 31, 2017 and 2016, and $6.5 million and $8.9 million during the nine months ended December 31, 2017 and 2016, respectively.


June 30, 2018.

5. Additional Balance Sheet Information
Additional information related to the Condensed Consolidated Balance Sheetscondensed consolidated balance sheets is as follows:
(In thousands)December 31,
2017
 March 31,
2017
Accrued liabilities:   
Salaries, wages, and related benefits$7,352
 $6,473
Other taxes payable819
 750
Accrued legal settlements150
 
Restructuring liabilities203
 
Severance liabilities16
 11
Professional fees510
 221
Deferred rent420
 433
Other373
 443
Total$9,843
 $8,331
Other non-current liabilities:   
Uncertain tax positions$1,508
 $1,479
Deferred rent2,399
 2,444
Other78
 79
Total$3,985
 $4,002

Accounts Receivable, net

Accounts receivable, net of allowance for doubtful accounts was $14.7 million and $15.6 million as of December 31, 2017 and March 31, 2017, respectively. The related allowance for doubtful accounts was $0.8 million and $0.5 million as of December 31, 2017 and March 31, 2017, respectively.

In January of 2015, Caesars Entertainment Operating Company, Inc. and certain of its affiliates (Caesars) entered bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. We filed a proof of claim with the Bankruptcy Court identifying approximately $0.7 million of pre-petition claims. Caesars emerged from bankruptcy in October 2017. As of December 31, 2017, we have collected on all of the $0.7 million of pre-petition claims that were outstanding.
(In thousands)June 30,
2019
 March 31,
2019
Accrued liabilities:   
Salaries, wages, and related benefits$7,585
 $12,929
Other taxes payable1,319
 1,041
Accrued legal settlements15
 15
Severance liabilities34
 46
Professional fees189
 67
Deferred rent
 273
Other332
 521
Total$9,474
 $14,892
Other non-current liabilities:   
Uncertain tax positions$1,090
 $1,083
Deferred rent and asset retirement obligations165
 2,613
Other76
 76
Total$1,331
 $3,772

6. Leases

We adopted Topic 842 on April 1, 2019 using the current period adjustment method of adoption to recognize leases with a duration greater than 12 months on the balance sheet. The impact of adoption on April 1, 2019 was recognition of operating lease liabilities of $16.3 million and related Right-of-Use ("ROU") assets of $13.8 million. Prior period financial statements have not been restated and therefore the comparative amounts are not presented below or on the condensed consolidated balance sheet as of March 31, 2019. For operating leases with a term greater than 12 months, we have recorded the lease liability at the present value of lease payments over the remaining lease term and the related ROU asset. The remaining lease term has been determined for each lease considering factors such as renewal options, termination options, our company's historical practices in exercising such options, and current business knowledge which may impact lease related decisions. The majority of our leases are comprised of real estate leases for our respective offices around the globe. Our finance leases consist of office equipment. We have no residual value guarantees or restrictions or covenants imposed by, or associated with our active leases. Since our current leases do not provide an implicit rate of return, our incremental borrowing rates used to determine the value of lease payments in implementation are estimated at April 1, 2019, based on collateralized rates for a term similar to each lease term.


We have elected the package of practical expedients permitted under the transition guidance which includes the ability to carryforward the previously determined lease classification (operating or financing), forgo the assessment whether active contracts contain a lease, and whether capitalized costs associated with a lease meet the definition of "initial direct costs" as defined within Topic 842. In the event that any of our leases contain nonlease components, we have elected the practical expedient to account for each separate lease component and the associated nonlease component(s) as a single lease component. We have also elected the accounting policy to forgo applying the guidance of Topic 842 to short term leases (defined as a term of 12 month or less, without a purchase option which we are reasonably certain to exercise).

As of June 30, 2019, we have no leases which have not yet commenced. In addition, we do not have any related party leases or sublease arrangements. We have variable payments for expenses such as common area maintenance and taxes. We do not have variable payments that are based on an index or rate. As a result, we do not include variable payments in the calculation of the lease liability. Any variable lease costs are expensed as incurred.

The components of lease expenses for the three months ended June 30, 2019 were as follows:
(in thousands)Three months ended June 30, 2019
Operating leases expense$1,013
Finance lease expense: 
Amortization of ROU assets6
Interest on lease liabilities2
Total finance lease expense8
Variable lease costs68
Short term lease expense14
Total lease expense$1,103

Other information related to leases was as follows:
 Three months ended June 30, 2019
Supplemental cash flow information 
Cash paid for amounts included in the measurement of lease liabilities (in thousands): 
Operating cash flows for operating leases$1,014
Operating cash flows for finance leases6
Financing cash flows for finance leases2
ROU assets obtained in exchange for lease obligations (in thousands): 
Operating leases$185
Finance leases
Weighted average remaining lease terms 
Operating leases5.57
Finance leases2.35
Weighted average discount rates 
Operating leases9.85%
Finance leases4.25%

The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable leases with terms of more than one year to the total lease liabilities recognized on the condensed consolidated balance sheet as of June 30, 2019:

(in thousands)Operating leasesFinance leases
2020 (excluding the three months ended June 30, 2019)$3,260
$22
20214,432
23
20223,669
15
20232,291

20242,099

Thereafter5,913

Total undiscounted future minimum lease payments21,664
60
Less: difference between undiscounted lease payments and discounted operating lease liabilities(5,923)(5)
Total operating lease liabilities$15,741
$55


As previously disclosed on our March 31, 2019 Form 10-K and under the previous lease accounting standard, future minimum lease payments under non-cancelable operating leases as of March 31, 2019 were as follows:
Year ending (in thousands)Operating leasesFinance leases
2020$4,143
$27
20213,945
23
20223,166
15
20231,916

20241,770

Thereafter4,497

Total lease payments19,437
65
Less: Amounts representing interest
(8)
Present value of lease liabilities$19,437
$57



7. Income Taxes

The following table compares our income tax expense (benefit) expense and effective tax rates for the three and six months ended December 31, 2017June 30, 2019 and 2016:2018:
Three months ended Nine months endedThree months ended
December 31, December 31,June 30,
(Dollars in thousands)2017 2016 2017 20162019 2018
Income tax (benefit) expense$(1,623)
$129
 $(1,439) $252
Income tax expense (benefit)$25

$(49)
Effective tax rate45.6%
(8.0)% 15.0% (4.1)%(1.6)%
2.7%

For the three and nine months ended December 31, 2017, the effective tax rate was different than the statutory rate due primarily to a $1.3 million benefit resulting from the effect of a reduction in the deferred rate due to federal tax reform,


recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreignJune 30, 2019 and state tax effects including a benefit of $0.4 million related to a settlement with the California Franchise Tax Board and other U.S. permanent book to tax differences.

For the three and nine months ended December 31, 2016,2018, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects and other U.S. permanent book to tax differences.

We have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods, management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences.

On December 22, 2017, the President of the United States of America signed into law the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act contains significant changes to corporate taxes, including a permanent reduction of the corporate tax rate from 35% to 21% effective January 1, 2018. The reduction in the corporate rate requires a one-time revaluation of certain tax-related assets and liabilities. As a result of the revaluation of our deferred tax assets and liabilities at December 31, 2017, we recorded a one-time tax benefit of approximately $1.3 million. This tax benefit was primarily the result of applying new lower income tax rates to the Company’s net long term deferred tax liabilities recorded on its condensed consolidated balance sheet, which are not netted with deferred tax assets or subject to the valuation allowance.


7.8. Commitments and Contingencies

Agilysys is the subject of various threatened or pending legal actions and contingencies in the normal course of conducting its business. We provide for costs related to these matters when a loss is probable and the amount can be reasonably estimated. The effect of the outcome of these matters on our future results of operations and liquidity cannot be predicted because any such effect depends on future results of operations and the amount or timing of the resolution of such matters. While it is not possible to predict with certainty, management believes that the ultimate resolution of such individual or aggregated matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

On April 6, 2012, Ameranth, Inc. filed a complaint against us for patent infringement in the United StatesU.S. District Court for theof Southern District of California. The complaint alleges, among other things,California alleging that point-of-sale and property management and other hospitality information technologycertain of our products software, components and/or systems sold by us infringe patents owned by Ameranth purportingdirected to cover generationconfiguring and synchronizationtransmitting hospitality menus (e.g. restaurant menus) for display on electronic devices, and synchronizing the menu content between the devices. The case against us was consolidated with similar cases brought by Ameranth against more than 30 other defendants. Most of menus, including restaurant menus, event tickets,the patents at issue in the case were invalidated by the U.S. Court of Appeals for the Federal Circuit in 2016. Cases against us and other products across fixed, wireless and/our co-defendants remained pending in the District Court with respect to one surviving Ameranth patent. In September 2018, the District Court found that patent invalid, and granted summary judgment in favor of the movant co-defendants. In early 2019, Ameranth appealed the District Court's summary judgment ruling to the U.S. Court of Appeals for the Federal Circuit. We are not a party to the appeal, and it is currently unclear what impact the summary judgment ruling or internet platforms as well as synchronization of hospitality information and hospitality software applications across fixed, wireless and internet platforms. The complaintappeal may have on our case. Ameranth seeks monetary damages, injunctive relief, costs and attorneys' fees.fees from us. At this time, we are not able to predict the outcome of this lawsuit, or any possible monetary exposure associated with the lawsuit. However, we dispute the allegations of wrongdoing and are vigorously defending ourselves in this matter.




8.9. Loss per Share

The following data shows the amounts used in computing loss(loss) per share and the effect on earnings and the weighted average number of shares of dilutive potential common shares.

Three months ended Nine months endedThree months ended
December 31, December 31,June 30,
(In thousands, except per share data)2017 2016 2017 20162019 2018
Numerator:          
Net loss$(1,934) $(1,737) $(8,138) $(6,434)$(1,575) $(1,736)
          
Denominator:          
Weighted average shares outstanding22,851
 22,611
 22,777
 22,605
23,212
 23,095
          
Loss per share - basic and diluted:          
Loss per share$(0.08) $(0.08) $(0.36) $(0.28)$(0.07) $(0.08)
          
Anti-dilutive stock options, SSARs, restricted shares and performance shares1,658
 1,471
 1,705
 1,399
1,273
 1,356

Basic earnings (loss)loss per share is computed as net income available to common shareholders divided by the weighted average basic shares outstanding. The outstanding shares used to calculate the weighted average basic shares excludes 530,138445,829 and 595,625490,117 of restricted shares at December 31, 2017June 30, 2019 and 2016,2018, respectively, as these shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic (loss) earningsloss per share at the balance sheet dates.

Diluted earnings (loss)loss per share includes the effect of all potentially dilutive securities on earnings per share. We have stock options, stock-settled appreciation rights ("SSARs"), unvested restricted shares and unvested performance shares that are potentially dilutive securities. When a loss is reported, the denominator of diluted earnings per share cannot be adjusted for the dilutive impact of share-based compensation awards because doing so would be anti-dilutive. Therefore, for all periods presented, basic weighted-average shares outstanding were used in calculating the diluted net loss per share.


9.10. Share-based Compensation

We may grant non-qualified stock options, incentive stock options, SSARs, restricted shares, and restricted share units under our shareholder-approved 2016 Stock Incentive Plan (the ("2016 Plan)Plan") for up to 2.0 million common shares, plus 957,575 common shares, the number of shares that were remaining for grant under the 2011 Stock Incentive Plan (the ("2011 Plan)Plan") as of the effective date of the 2016 Plan, plus the number of shares remaining for grant under the 2011 Plan that are forfeited, settled in cash, canceled or expired. The maximum aggregate number of restricted shares or restricted share units that may be granted under the 2016 Plan is 1.25 million. With respect to awards that are intended to qualify for the performance-based exception to the deductibility limitations of Section 162(m) of the Internal Revenue Code, the maximum number of shares subject to stock options or SSARs that may be granted to an individual in a calendar year is 800,000 shares, and the maximum number of shares subject to restricted shares or restricted share units that may be granted to an individual in a calendar year is 400,000 shares.

We have a shareholder-approved 2006 Stock Incentive Plan (the 2006 Plan) that still has vested awards outstanding. Awards are no longer being granted from this incentive plan.

We may distribute authorized but unissued shares or treasury shares to satisfy share option and appreciation right exercises or restricted share and performance share awards.

We record compensation expense related to stock options, SSARs, restricted shares, and performance shares granted to certain employees and non-employee directors based on the fair value of the awards on the grant date. The fair value of restricted share and performance share awards is based on the closing price of our common shares on the grant date. The fair value of stock option and SSARs awards is estimated on the grant date using the Black-Scholes-Merton option pricing

model, which includes assumptions regarding the risk-free interest rate, dividend yield, life of the award, and the volatility of our common shares.


The following table summarizes the share-based compensation expense for options, SSARs, restricted and performance awards included in the Condensed Consolidated Statementscondensed consolidated statements of Operations:operations:
Three months ended Nine months endedThree months ended
December 31, December 31,June 30,
(In thousands)2017 2016 2017 20162019 2018
Product development$456
 $498
 $982
 $826
$268
 $(85)
Sales and marketing173
 124
 529
 177
62
 65
General and administrative829
 (680) 2,265
 (221)152
 429
Total share-based compensation expense1,458
 (58) 3,776
 782
$482
 $409

Stock-Settled Stock Appreciation Rights

SSARs are rights granted to an employee to receive value equal to the difference in the price of our common shares on the date of the grant and on the date of exercise. This value is settled in common shares of Agilysys.Agilysys, Inc.

The following table summarizes the activity during the ninethree months ended December 31, 2017June 30, 2019 for SSARs awarded under the 2011 and 2016 Plans:
Number
of Rights
 Weighted-
Average
Exercise
Price
 Remaining
Contractual
Term
 Aggregate
Intrinsic
Value
Number of Rights Weighted-Average Exercise Price Remaining Contractual Term Aggregate Intrinsic Value
(In thousands, except share and per share data)  (per right) (in years)    (per right) (in years)  
Outstanding at April 1, 20171,094,978
 $10.44
  
Outstanding at April 1, 20191,016,643
 $11.22
  
Granted204,213
 10.56
  91,364
 22.41
  
Exercised(41,691) 9.14
  (23,545) 8.47
  
Forfeited(55,530) 9.98
  (2,380) 14.22
  
Cancelled/expired(54,679) 9.56
    (3,839) 9.60
    
Outstanding at December 31, 20171,147,291
 $10.58
 5.4 $2,038
Exercisable at December 31, 2017245,064
 $10.26
 3.4 $574
Outstanding at June 30, 20191,078,243
 $12.23
 4.8 $10,048
Exercisable at June 30, 2019733,066
 $11.00
 4.4 $7,672

As of December 31, 2017,June 30, 2019, total unrecognized stock basedshare-based compensation expense related to non-vested SSARs was $1.2$0.9 million,, which is expected to be recognized over a weighted-average vesting period of 2.02.8 years.


Restricted Shares

We granted shares to certain of our Directors, executives and key employees, the vesting of which is service-based. The following table summarizes the activity during the ninethree months ended December 31, 2017June 30, 2019 for restricted shares awarded under the 20162011 and 20112016 Plans:
Number
of Shares
 Weighted-
Average
Grant-
Date Fair
Value
Number of Shares Weighted-Average Grant-Date Fair Value
(In thousands, except share and per share data)  (per share)  (per share)
Outstanding at April 1, 2017490,355
 $10.72
Outstanding at April 1, 2019237,146
 $13.46
Granted251,010
 11.02189,160
 22.47
Vested(221,897) 11.29

 
Forfeited(80,793) 10.72
(10,597) 13.06
Outstanding at December 31, 2017438,675
 $10.60
Outstanding at June 30, 2019415,709
 $17.56

The weighted-average grant date fair value of the restricted shares is determined based upon the closing price of our common shares on the grant date. As of December 31, 2017,June 30, 2019, total unrecognized stock basedshare-based compensation expense related to non-vested restricted stock was $2.7$4.7 million,, which is expected to be recognized over a weighted-average vesting period of 1.92.8 years.


Performance Shares

We awarded certain restricted shares to our Chief Executive Officer, the vesting of which is performance based. The number of shares that vest will be based on the stock price and relative attainment of a performance metric and any unvested shares will forfeit upon settlement of the bonus.

The following table summarizes the activity during the ninethree months ended December 31, 2017June 30, 2019 for the performance shares awarded under the 2016 Plan:
 
Number
of
Shares
(In thousands, except share and per share data) 
Outstanding at April 1, 2017201963,291
Granted91,46330,120
Vested(23,526
)
Forfeited(39,765)
Outstanding at December 31, 2017June 30, 201991,46330,120

Based on the performance goals, management estimates a liability of $225,000$450,000 to be settled through the vesting of a variable number of the performance shares subsequent to March 31, 2018.2020. As of December 31, 2017,June 30, 2019, total unrecognized stock basedshare-based compensation expense related to non-vested performance shares was $67,500,$405,000, which is expected to be recognized over the remaining vesting period of 39 months.



10.11. Fair Value Measurements
We estimate the fair value of financial instruments using available market information and generally accepted valuation methodologies. We assess the inputs used to measure fair value using a three-tier hierarchy. The hierarchy indicates the extent to which pricing inputs used in measuring fair value are observable in the market. Level 1 inputs include unadjusted quoted prices for identical assets or liabilities and are the most observable. Level 2 inputs include unadjusted quoted prices for similar assets and liabilities that are either directly or indirectly observable, or other observable inputs such as interest rates, foreign currency exchange rates, commodity rates, and yield curves. Level 3 inputs are not observable in the market and include our own judgments about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs is reflected in the hierarchy assessment disclosed in the tables below.
 
There were no significant transfers between Levels 1, 2, and 3 during the ninethree months ended December 31, 2017June 30, 2019 and 2016.2018.

The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value:
Fair value measurement usedFair value measurement used
Recorded
value
as of
 Active
markets
for
identical
assets or
liabilities
 Quoted
prices in
similar
instruments
and
observable
inputs
 Active
markets for
unobservable
inputs
Recorded value as of Active markets for identical assets or liabilities Quoted prices in similar instruments and observable inputs Active markets for unobservable inputs
(In thousands)December 31, 2017 (Level 1) (Level 2) (Level 3)June 30, 2019 (Level 1) (Level 2) (Level 3)
Assets:              
Corporate-owned life insurance — non-current$825
 
 
 $825
$901
 
 
 $901

Fair value measurement usedFair value measurement used
Recorded
value
as of
 Active
markets
for
identical
assets or
liabilities
 Quoted
prices in
similar
instruments
and
observable
inputs
 Active
markets for
unobservable
inputs
Recorded value as of Active markets for identical assets or liabilities Quoted prices in similar instruments and observable inputs Active markets for unobservable inputs
(In thousands)March 31, 2017 (Level 1) (Level 2) (Level 3)March 31, 2019 (Level 1) (Level 2) (Level 3)
Assets:              
Corporate-owned life insurance — non-current$809
 
 
 $809
$895
 
 
 $895

The recorded value of the corporate-owned life insurance policies is adjusted to the cash surrender value of the policies obtained from the third party life insurance providers, which are not observable in the market, and therefore, are classified within Level 3 of the fair value hierarchy. Changes in the cash surrender value of these policies are recorded within “Other (income) expenses, (income), net” in the Condensed Consolidated Statementscondensed consolidated statements of Operations.

operations.

The following table presents a summary of changes in the fair value of the Level 3 assets:
 Nine months ended
 December 31,
(In thousands)2017 2016
Corporate-owned life insurance:   
Balance on April 1$809
 $3,122
Unrealized gain relating to instruments held at reporting date(11) 16
Purchases, sales, issuances and settlements, net27
 1
Balance on December 31$825
 $3,139

The following tables present a summary of changes in the fair value of the Level 3 liabilities:

 Nine months ended
 December 31,
(In thousands)2017 2016
Contingent consideration   
Balance on April 1$
 $197
Activity, payments and other charges (net)
 (197)
Balance on December 31$
 $
    
 Three months ended
 June 30,
(In thousands)2019 2018
Corporate-owned life insurance:   
Balance on April 1$895
 $853
Unrealized gain relating to instruments held at reporting date4
 4
Purchases, sales, issuances and settlements, net2
 2
Balance on June 30$901
 $859




Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

In “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), management explains the general financial condition and results of operations for Agilysys and subsidiaries including:

—    what factors affect our business;
—    what our earnings and costs were;
—    why those earnings and costs were different from the year before;
—    where the earnings came from;
—    how our financial condition was affected; and
—    where the cash will come from to fund future operations.

The MD&A analyzes changes in specific line items in the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows and provides information that management believes is important to assessing and understanding our consolidated financial condition and results of operations. This Quarterly Report on Form 10-Q updates information included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017,2019, filed with the Securities and Exchange Commission (SEC). This discussion should be read in conjunction with the Condensed Consolidated Financial Statements and related Notes that appear in Item 1 of this Quarterly Report as well as our Annual Report for the year ended March 31, 2017.2019. Information provided in the MD&A may include forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to be materially different from those contained in the forward-looking statements. See “Forward-Looking Information” on page 3027 of this Quarterly Report, Item 1A "Risk Factors" in Part II of this Quarterly Report, and Item 1A “Risk Factors” in Part I of our Annual Report for the fiscal year ended March 31, 20172019 for additional information concerning these items. Management believes that this information, discussion, and disclosure is important in making decisions about investing in Agilysys.

Overview

Agilysys ishas been a leadingleader in hospitality software for more than 40 years, delivering innovative guest-centric technology company that provides innovative softwaresolutions for gaming, hotels, resorts and services for point-of-salecruise, corporate foodservice management, restaurants, universities, stadia and healthcare. Agilysys offers the most comprehensive solutions in the industry, including point of sale (POS), reservation and tableproperty management property managementsystems (PMS), inventory and procurement, workforce management, analytics, document management,payments, and mobilerelated applications, to manage the entire guest journey. Agilysys is known for its leadership in hospitality, its broad product offerings and wirelessits customer-centric service. Some of the largest hospitality companies around the world use Agilysys solutions exclusively to the hospitality industry.  Our products and services allow operators to streamline operations,help improve efficiency and understand customer needs across their properties to deliver a superior overall guest experience. The result is improved guest loyalty, drive revenue growth in wallet share and increased revenue as they connect and transact with their guests based upon a single integrated view of individual preferences and interactions.  We serve four major market sectors: Gaming, both corporate and tribal; Hotels, Resorts and Cruise; Corporate Foodservice Management; and Restaurants, Universities, Stadia and Healthcare. A significant portion of our consolidated revenue is derived from contract support, maintenance and subscription services.increase operational efficiencies.

Agilysys operates across North America, Europe, Asia-Pacific, and India with headquarters located in Alpharetta, GA. For more information, visit www.agilysys.com.

Our top priority is to increase shareholder value by improving operating and financial performance and profitably growing the business through superior products and services. To that end, we expect to invest a certain portion of our cash on hand to fund enhancements to existing software products, to develop and market new software products, and to expand our customer breadth, both vertically and geographically.

Our strategic plan specifically focuses on:

Putting the customer first
Accelerating our product development
Improving organizational efficiency and teamwork
Developing our employees and leaders
Growing revenue by improving the breadth and depth of our product set across both our well established products and our newer rGuest platform
Growing revenue through international expansion


The primary objective of our ongoing strategic planning process is to create shareholder value by capitalizing on growth opportunities, turning profitable and strengthening our competitive position within the specific technology solutions and end markets we serve. Profitability and industry leading growth will be achieved through tighter management of operating expenses and sharpening the focus of our investments to concentrate on growth opportunities that offer the highest returns.



Revenue - Defined

As required by the SEC, weWe separately present revenue earned as products revenue, support, maintenance and subscription services revenue or professional services revenue in our Condensed Consolidated Statementscondensed consolidated statements of Operations.operations. In addition to the SEC requirements, we may, at times, also refer to revenue as defined below. The terminology, definitions, and applications of terms we use to describe our revenue may be different from those used by other companies and caution should be used when comparing these financial measures to those of other companies. We use the following terms to describe revenue:

•    Revenue - We present revenue net of sales returns and allowances.allowances
Products revenue – Revenue earned from the sales of software licenses, third party hardware equipment and proprietary and remarketed software.operating systems
Support, maintenance and subscription services revenue – Revenue earned from the sale of proprietary and remarketed ongoing support, maintenance and subscription or hosting services.
Professional services revenue – Revenue earned from the delivery of implementation, integration and installation services for proprietary and remarketed products.

Results of Operations

ThirdFirst Fiscal Quarter 20182020 Compared to ThirdFirst Fiscal Quarter 20172019

Net Revenue and Operating Loss

The following table presents our consolidated revenue and operating results for the three months ended December 31, 2017June 30, 2019 and 2016:2018:
Three months ended    Three months ended    
December 31,   Increase (decrease)June 30,   Increase (decrease)
(Dollars in thousands)2017 2016 $ %2019 2018 $ %
Net revenue:              
Products$8,156
 $10,006
 $(1,850) (18.5)%$10,869
 $9,080
 $1,789
 19.7 %
Support, maintenance and subscription services17,215
 16,234
 981
 6.0
20,082
 17,929
 2,153
 12.0
Professional services5,939
 7,208
 (1,269) (17.6)7,438
 6,998
 440
 6.3
Total net revenue31,310
 33,448
 (2,138) (6.4)38,389
 34,007
 4,382
 12.9
Cost of goods sold:              
Products (inclusive of developed technology amortization)6,820
 7,530
 (710) (9.4)8,623
 7,130
 1,493
 20.9
Support, maintenance and subscription services4,132
 4,464
 (332) (7.4)4,181
 4,074
 107
 2.6
Professional services4,730
 5,213
 (483) (9.3)5,571
 4,914
 657
 13.4
Total cost of goods sold15,682
 17,207
 (1,525) (8.9)18,375
 16,118
 2,257
 14.0
Gross profit15,628
 16,241
 (613) (3.8)$20,014
 $17,889
 $2,125
 11.9 %
Gross profit margin49.9 % 48.6 %    52.1 % 52.6 %    
Operating expenses:              
Product development7,269
 6,847
 422
 6.2
$10,064
 $7,089
 $2,975
 42.0 %
Sales and marketing4,278
 5,000
 (722) (14.4)4,498
 4,754
 (256) (5.4)
General and administrative6,114
 3,678
 2,436
 66.2
5,874
 6,005
 (131) (2.2)
Depreciation of fixed assets581
 598
 (17) (2.8)213
 606
 (393) (64.9)
Amortization of intangibles471
 353
 118
 33.4
678
 543
 135
 24.9
Restructuring, severance and other charges378
 1,394
 (1,016)           nm231
 440
 (209) (47.5)
Legal settlements150
 
 150
           nm
 91
 (91) nm
Operating loss$(3,613) $(1,629) $(1,984) 121.8 %$(1,544) $(1,639) $95
 (5.8)%
Operating loss percentage(11.5)% (4.9)%    (4.0)% (4.8)%    

nm - not meaningful

The following table presents the percentage relationship of our Condensed Consolidated Statementcondensed consolidated statement of Operationsoperations line items to our consolidated net revenues for the periods presented:
Three months endedThree months ended
December 31,June 30,
2017 20162019 2018
Net revenue:      
Products26.0 % 30.0 %28.3 % 26.7 %
Support, maintenance and subscription services55.0
 48.5
52.3
 52.7
Professional services19.0
 21.5
19.4
 20.6
Total100.0 % 100.0 %100.0 % 100.0 %
Cost of goods sold:      
Products (inclusive of developed technology amortization)21.8 % 22.5 %22.5 % 21.0 %
Support, maintenance and subscription services13.2
 13.3
10.9
 12.0
Professional services15.1
 15.6
14.5
 14.4
Total50.1 % 51.4 %47.9 % 47.4 %
Gross profit49.9 % 48.6 %52.1 % 52.6 %
Operating expenses:      
Product development23.2 % 20.5 %26.2 % 20.8 %
Sales and marketing13.7
 14.9
11.7
 14.0
General and administrative19.5
 11.0
15.3
 17.7
Depreciation of fixed assets1.9
 1.8
0.5
 1.8
Amortization of intangibles1.5
 1.1
1.8
 1.6
Restructuring, severance and other charges1.2
 4.2
0.6
 1.3
Legal settlements0.5
 

 0.3
Operating loss(11.5)% (4.9)%(4.0)% (4.8)%

Net revenue. Total net revenue decreased $2.1increased $4.4 million, or 6.4%12.9%, during the thirdfirst quarter of fiscal 20182020 compared to the thirdfirst quarter of fiscal 2017.2019. Products revenue decreased $1.9increased $1.8 million, or 18.5%19.7%, due primarily to decreasedincreased sales of on premise software and third party hardware sales.including new customers and expansion with existing customers. Support, maintenance and subscription services revenue increased $1.0$2.2 million, or 6.0%12.0%, compared to the thirdfirst quarter of fiscal 20172019 driven mostly by growth in customers using our on premise software products which require the payment of support and maintenance along with continued increases in subscription based service revenue, which increased approximately 26.2%23.5% during the thirdfirst quarter of fiscal 20182020 compared to the thirdfirst quarter of fiscal 2017.2019. Professional services revenue decreased $1.3increased $0.4 million, or 17.6%6.3%, as a result of $1.1 million in services revenue recognized in Q3 of fiscal 2017 for services provided in quarters prior to that, where contractual commitments precluded revenue recognition until that quarter and $0.2 million due to timinggrowth in our customer base, including installations of customer installationour traditional on premise and implementation projects.subscription based software solutions.

Gross profit and gross profit margin. Our total gross profit decreased $0.6increased $2.1 million, or 3.8%11.9%, for the thirdfirst quarter of fiscal 20182020 and total gross profit margin increased 1.3%decreased slightly from 52.6% to 49.9% from 48.6%52.1%. Products gross profit decreased $1.1increased $0.3 million and gross profit margin decreased 8.3%approximately 80 basis points to 16.4%20.7% primarily as a result of lower product revenue coupled with higher amortization ofincreased developed technology by $0.3 million, related to the previously announced general availability of the latest version of our rGuest Buy point of sale solution and the $6.8 million of related software development costs that was placed into service in September of 2017.amortization. Support, maintenance and subscription services gross profit increased $1.3$2.0 million and gross margin increased 3.5%190 basis points to 76.0%79.2% due to the scalable nature of our infrastructure supporting and hosting customers. Professional services gross profit decreased $0.8$0.2 million and gross profit margin decreased 7.3%470 basis points to 20.4%25.1% due to lower quarterlythe hiring and training of additional team members at the beginning of fiscal 2020 to meet growing demand for professional services revenues on a higher cost structure following a recent alignment toward enabling the Company to provide more customer-centric services going forward.services.

Operating expenses

Operating expenses, excluding the charges for asset write-offs and other fair value adjustments, legal settlements, and restructuring, severance and other charges, increased $2.2$2.3 million, or 13.6%12.3%, during the thirdfirst quarter of fiscal 20182020 compared with the thirdfirst quarter of fiscal 2017.2019.

  
Product development. Product development increased $0.4$3.0 million, or 6.2%42.0%, in the thirdfirst quarter of fiscal 20182020 due primarily related to an increasethe reduction of cost capitalization and the continued expansion of our product development teams. The products in our rGuest platform for which we capitalized costs reached general availability by the beginning of the second quarter of fiscal 2019. These products join our well established products with the application of agile development practices in a more dynamic development process that involves higher frequency releases of product features and functions. The Company capitalized $2.0 million of external use software development costs, and $0.3 million of internal R&D headcount offset by a decrease in contract labor. We capitalized approximately $2.1 million and $3.6 million in totaluse software development costs duringin the three months ended December 31, 2017 and 2016, respectively.June 30, 2018. The Company capitalized no software development costs in the first quarter of fiscal 2020.

Sales and marketing. Sales and marketing decreased $0.7$0.3 million, or 14.4%5.4%, in the thirdfirst quarter of fiscal 20182020 compared with the thirdfirst quarter of fiscal 2017. The change is2019 due primarily to a decreasethe timing of $0.3 million in payroll related expensessales and $0.3 million in advertising and promotion related expenses.marketing events.

General and administrative. General and administrative increased $2.4decreased slightly by $0.1 million, or 66.2%2.2%, in the thirdfirst quarter of fiscal 20182020 compared with the thirdfirst quarter of fiscal 20172019 due primarily to increases of $1.5reduced share-based compensation.

Depreciation. We had a $0.4 million in stock compensation expense related to executive stock grants and the impact of removing forfeiture rates as a result of adopting ASU No. 2016-09benefit in the current year, coupled with forfeituresfiscal 2020 first quarter that did not impact the fiscal 2019 first quarter and will not affect our ongoing depreciation expense in the prior year due to the departure of former executives. Furthermore, during the third quarter of fiscal 2018 there was an increase of $0.5 million in professional fees related to legal, accounting and tax fees and other ongoing initiatives, and $0.3 million in increased bonus expense related to the forfeitures in the prior year due to the departure of former executives.future quarters.

Restructuring, severance, and other charges. Restructuring, severance, and other charges decreased $1.0$0.2 million during the thirdfirst quarter of fiscal 20182020 compared to the thirdfirst quarter of fiscal 2017. In the third quarter of fiscal 2018 we had $0.2 million in restructuring expense and $0.2 million2019 due to a reduction in severance costs related to our ongoing efforts to better allocate resources to our crucial revenue growth areas while increasing internal efficiencies in other non-revenue generating areas. In the third quarter of fiscal 2017 we had $1.4 million in one-time charges related to the severance of our former CEO.

Legal Settlements. During the third quarter of fiscal 2018, we recorded $0.2 million in legal settlements.payments and executive search fees.

Other Expenses (Income)
 Three months ended    
 December 31, (Unfavorable) favorable
(Dollars in thousands)2017 2016 $ %
Other (income) expense:       
Interest income$(13) $(86) $(73) (84.9)%
Interest expense3
 3
 
  %
Other (income) expense, net(46) 62
 108
 nm
Total other (income) expense, net$(56) $(21) $35
 nm
 Three months ended    
 June 30, (Unfavorable) favorable
(Dollars in thousands)2019 2018 $ %
Other expense (income):       
Interest (income)$(80) $(55) $25
 45.5%
Interest expense1
 3
 2
 nm
Other expense, net85
 198
 113
 nm
Total other expense, net$6
 $146
 $140
 nm

nm - not meaningful

Interest income. Interest income consists of interest earned on short-term investments in certificates of deposit,treasury bills, commercial paper corporate bonds, and corporate-owned life insurance policies.

Interest expense. Interest expense consists of costs associated with capitalfinance leases.

Other (income) expense. Other (income) expense consists mainly of the impact of foreign currency due to movement of European Indian and Asian currencies against the US dollar.


Income Taxes
Three months ended   Three months ended   
December 31, (Unfavorable) favorableJune 30, (Unfavorable) favorable
(Dollars in thousands)2017 2016 $ %2019 2018 $ %
Income tax (benefit) expense$(1,623) $129
 $1,752
 nm
Income tax expense (benefit)$25
 $(49) $(74) nm
Effective tax rate45.6% (8.0)%   (1.6)% 2.7%   

nm - not meaningful
For the three months ended December 31, 2017, the effective tax rate was different than the statutory rate due primarily to a $1.3 million benefit resulting from the effect of a reduction in the deferred rate due to passage of the Tax Act, recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects including a benefit of $0.4 million related to a settlement with the California Franchise Tax Board and other U.S. permanent book to tax differences.

For the three months ended December 31, 2016,June 30, 2019 and 2018, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects, and other U.S. permanent book to tax differences.

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months aan immaterial reduction in unrecognized tax benefits may occur in the range of zero to $0.1 million of tax and zero to $0.1 million of interest based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. We are routinely audited; due to the ongoing nature of current examinations in multiple jurisdictions, other changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated at this time. Additionally, we recognized a tax benefit in the amount of $0.4 million during the quarter as a result of a settlement with the California Franchise Tax Board regarding disputed tax matters.

WeBecause of our losses in prior periods, we have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods, management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences.

Results of Operations

First Nine Months Fiscal 2018 Compared to First Nine Months Fiscal 2017

Net Revenue and Operating Loss

The following table presents our consolidated revenue and operating results for the nine months ended December 31, 2017 and 2016:
 Nine months ended    
 December 31,   Increase (decrease)
(Dollars in thousands)2017 2016 $ %
Net revenue:       
Products$25,758
 $30,257
 $(4,499) (14.9)%
Support, maintenance and subscription services50,990
 47,087
 3,903
 8.3
Professional services18,557
 19,732
 (1,175) (6.0)
Total net revenue95,305
 97,076
 (1,771) (1.8)
Cost of goods sold:       
Products (inclusive of developed technology amortization)19,862
 22,217
 (2,355) (10.6)
Support, maintenance and subscription services12,610
 12,714
 (104) (0.8)
Professional services15,160
 13,835
 1,325
 9.6
Total cost of goods sold47,632
 48,766
 (1,134) (2.3)
Gross profit47,673
 48,310
 (637) (1.3)
Gross profit margin50.0% 49.8%    
Operating expenses:       
Product development20,708
 20,647
 61
 0.3
Sales and marketing13,616
 15,746
 (2,130) (13.5)
General and administrative18,475
 13,692
 4,783
 34.9
Depreciation of fixed assets1,892
 1,791
 101
 5.6
Amortization of intangibles1,421
 1,031
 390
 37.8
Restructuring, severance and other charges1,241
 1,484
 (243) (16.4)
Legal settlements150
 85
 65
 76.5
Operating loss$(9,830) $(6,166) $(3,664) 59.4 %

nm - not meaningful

The following table presents the percentage relationship of our Condensed Consolidated Statement of Operations line items to our consolidated net revenues for the periods presented:
 Nine months ended
 December 31,
 2017 2016
Net revenue:   
Products27.0 % 31.2 %
Support, maintenance and subscription services53.5
 48.5
Professional services19.5
 20.3
Total100.0 % 100.0 %
Cost of goods sold:   
Products (inclusive of developed technology amortization)20.8 % 22.9 %
Support, maintenance and subscription services13.2
 13.0
Professional services15.9
 14.3
Total50.0 % 50.2 %
Gross profit50.0 % 49.8 %
Operating expenses:   
Product development21.7 % 21.4 %
Sales and marketing14.3
 16.2
General and administrative19.4
 14.1
Depreciation of fixed assets2.0
 1.8
Amortization of intangibles1.5
 1.1
Restructuring, severance and other charges1.3
 1.5
Legal settlements0.2
 0.1
Operating loss(10.3)% (6.4)%

Net revenue.  Total net revenue decreased $1.8 million, or 1.8%, during the first nine months of fiscal 2018 compared to the first nine months of fiscal 2017. Products revenue decreased $4.5 million, or 14.9%, during the first nine months of fiscal 2018 as compared to the first nine months of fiscal 2017 due primarily to decreased hardware sales. Support, maintenance and subscription services revenue increased $3.9 million, or 8.3%, compared to the first nine months of fiscal 2017 driven primarily by continued increases in subscription based service revenue, which increased 36.0% during the first nine months of fiscal 2018. Professional services revenue decreased $1.2 million, or 6.0% as a result of decreased volume of customer installation and implementation projects related to the sale of on premise and subscription based solutions.

Gross profit and gross profit margin.  Our total gross profit decreased $0.6 million, or 1.3%, for the first nine months of fiscal 2018 and total gross profit margin increased 0.2% to 50.0%, from 49.8%. Products gross profit decreased $2.1 million and gross profit margin decreased 3.7% to 22.9% from 26.6% primarily as a result of an increase of $1.6 million of developed technology amortization related to our rGuest solutions. Support, maintenance and subscription services gross profit increased $4.0 million or 11.7% and gross profit margin increased 2.3% to 75.3% due to the scalable nature of our infrastructure supporting and hosting customers. Professional services gross profit decreased $2.5 million and gross profit margin decreased 11.6% to 18.3% as a re-deployment of internal resources that were previously not billable were converted into billable functions as a part of restructuring our professional services workforce into teams responsible for named customer accounts.

Operating expenses

Operating expenses, excluding the charges for asset write-offs and other fair value adjustments, legal settlements, and restructuring, severance and other charges, increased $3.2 million, or 6.1% during the first nine months of fiscal 2018 compared with the first nine months of fiscal 2017.

Product development.  Product development remained relatively flat in the first nine months of fiscal 2018 compared with the first nine months of fiscal 2017 which includes an increase of internal R&D headcount offset by a decrease in contract labor.

Sales and marketing.  Sales and marketing decreased $2.1 million, or 13.5%, in the first nine months of fiscal 2018 compared with the first nine months of fiscal 2017. The change is due primarily to a decrease of $1.9 million in incentive commissions related to the revision of our commission plan from total contract value to annual contract value, and $0.3 million decrease in advertising and promotion.

General and administrative.  General and administrative increased $4.8 million, or 34.9%, in the first nine months of fiscal 2018 compared with the first nine months of fiscal 2017 due primarily to increases of $2.5 million in stock compensation expense related to executive stock grants and the impact of removing forfeiture rates as a result of adopting ASU No. 2016-09, coupled with forfeitures in the prior year due to the departure of former executives. In addition, there was an increase of $0.9 million in salaries and wages as a result of additional headcount that included several key new hires, and an increase of $0.8 million in professional fees related to legal, accounting and tax fees and other ongoing initiatives.

Restructuring, severance, and other charges. Restructuring, severance, and other charges decreased $0.2 million during the first nine months of fiscal 2018 compared to the first nine months of fiscal 2017. In the first nine months of fiscal 2018 we had $1.0 million in restructuring expense and $0.2 million in severance costs related to our ongoing efforts to better allocate resources to our crucial revenue growth areas while increasing internal efficiencies in other non-revenue generating areas. In the first nine months of fiscal 2017 we had $1.4 million in one-time charges related primarily to the severance of our former CEO. The restructuring initiative will result in annual savings of $2.7 million across all of our operating expense categories.

Legal Settlements. During the first nine months of fiscal 2018, we recorded $0.2 million in legal settlements.

Other Expenses (Income)
 Nine months ended    
 December 31, (Unfavorable) favorable
(Dollars in thousands)2017 2016 $ %
Other (income) expense:       
Interest income$(64) $(135) $(71) (52.6)%
Interest expense7
 11
 $4
 36.4 %
Other (income) expense, net(196) 140
 336
 240.0 %
Total other expense (income), net$(253) $16
 $269
 nm

Interest income. Interest income consists of interest earned on investments in certificates of deposit, commercial paper, corporate bonds, and corporate-owned life insurance policies.

Interest expense. Interest expense consists of costs associated with capital leases.

Other (income) expense. Other (income) expense consists mainly of the impact of foreign currency due to movement of European, Indian and Asian currencies against the US dollar.


Income Taxes
 Nine months ended    
 December 31, (Unfavorable) favorable
(Dollars in thousands)2017 2016 $ %
Income tax (benefit) expense$(1,439) $252
 $1,691
 nm
Effective tax rate15.0% (4.1)%    

nm - not meaningful
For the nine months ended December 31, 2017, the effective tax rate was different than the statutory rate due primarily to a $1.3 million benefit resulting from the effect of a reduction in the deferred rate due to passage of the Tax Act, recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state tax effects including a benefit of $0.4 million related to a settlement with the California Franchise Tax Board and other U.S. permanent book to tax differences.

For the nine months ended December 31, 2016, the effective tax rate was different than the statutory rate due primarily to the recognition of net operating losses as deferred tax assets, which were offset by increases in the valuation allowance, certain foreign and state taxes, and other U.S. permanent book to tax differences.

Although the timing and outcome of tax settlements are uncertain, it is reasonably possible that during the next 12 months a reduction in unrecognized tax benefits may occur in the range of zero to $0.1 million of tax and zero to $0.1 million of interest based on the outcome of tax examinations and as a result of the expiration of various statutes of limitations. We are routinely audited; due to the ongoing nature of current examinations in multiple jurisdictions, other changes could occur in the amount of gross unrecognized tax benefits during the next 12 months which cannot be estimated at this time. Additionally, we recognized a tax benefit in the amount of $0.4 million during the quarter as a result of a settlement with the California Franchise Tax Board regarding disputed tax matters.

We have recorded a valuation allowance offsetting substantially all of our deferred tax assets. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Because of our losses in prior periods, management believes that it is more-likely-than-not that we will not realize the benefits of these deductible differences.




Liquidity and Capital Resources

Overview

Our operating cash requirements consist primarily of working capital needs, operating expenses, capital expenditures, and capital expenditures.payments of principal and interest on indebtedness outstanding, which primarily consists of lease and rental obligations at June 30, 2019. We believe that cash flow from operating activities, cash on hand of $37.6$37.2 million as of December 31, 2017June 30, 2019 and access to capital markets will provide adequate funds to meet our short- and long-term liquidity requirements in the next 12 months.requirements.

As of December 31, 2017June 30, 2019 and March 31, 2017,2019, our total debt was approximately $0.2$0.1 million, comprised of capitalfinance lease obligations in both periods.

At December 31, 2017,June 30, 2019, 100% of our cash and cash equivalents of which 92% is located in the United States, were deposited in bank accounts or invested in highly liquid investments with original maturitiesmaturity from the date of acquisition of three months or less. We maintain approximately 92% of our cashless, including investments in treasury bills and cash equivalents in the United States.commercial paper. Therefore, we believe that credit risk is limited with respect to our cash and cash equivalents.

equivalents balances.

Cash Flow
Nine months endedThree months ended
December 31,June 30,
(In thousands)2017 20162019 2018
Net cash provided by (used in):   
Net cash (used in):   
Operating activities$2,098
 $5,393
$(1,913) $(1,363)
Investing activities(12,588) (12,502)(573) (2,878)
Financing activities(1,282) (687)(1,028) (525)
Effect of exchange rate changes on cash132
 (99)(24) (101)
Net decrease in cash and cash equivalents$(11,640) $(7,895)$(3,538) $(4,867)

Cash flow provided byused in operating activities. Cash flow provided byused in operating activities was $2.1$1.9 million in the first ninethree months of fiscal 2018. Operating assets and liabilities decreased $3.4 million2020. The use of cash was due mainlyprimarily to the timing of collections andour operating loss of $8.1$1.6 million were offset by non-cash chargeswith offsetting adjustments of $10.7$4.5 million in non-cash expense including depreciation, and amortization, and $3.8share-based compensation and a decrease of $4.9 million in share-based compensation. Total share-based compensation increased $3.0 million for the nine months ended December 31, 2017 due to higher value executive stock grantsnet operating assets and the impact of removing forfeiture rates.liabilities.

Cash flow used in investing activities. ForDuring the first ninethree months of fiscal 2018,2020, the $12.6$0.6 million in cash used in investing activities was primarily comprised of $7.3 million for the development of proprietary software and $5.3 million for purchaseconsisted of property and equipment purchases. During the first three months of fiscal 2019, the $2.9 million used in investing activities consisted of $0.7 million of property and internal useequipment purchases along with $2.1 million of capitalized software development.development costs.

Cash flow used in financing activities. During the first ninethree months of fiscal 2018,2020, the $1.3$1.0 million used in financing activities was primarily comprised of $1.2$1.0 million related to the repurchase of shares to satisfy employee tax withholding.withholding on share-based compensation.


Contractual Obligations

In December 2017, the Company entered into a new lease for an office in Singapore. The lease term commenced in December 2017 upon possession by the Company. The total commitment for this lease is approximately $1.0 million over a 36-month period.

In December 2017, the Company entered into a new lease for an inventory warehouse in Roswell, GA. The lease term commenced in January 2018 upon possession by the Company. The total commitment for this lease is approximately $0.2 million over a 62-month period.

As of December 31, 2017,June 30, 2019, there were no other significant changes to our contractual obligations as presented in our Annual Report for the year ended March 31, 20172019.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies

A detailed description of our significant accounting policies is included in our Annual Report for the year ended March 31, 20172019. There have been no material changes in our significant accounting policies and estimates since March 31, 20172019 except as noted in Note 2, Summary of Significant Accounting Policies.



Forward-Looking Information
This Quarterly Report and other publicly available documents, including the documents incorporated herein and therein by reference, contain, and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-lookingThese statements are neither historical facts nor assurancesnot guarantees of future performance. Instead, they are based only on our current beliefs, expectationsperformance and assumptions regarding the future of our business, future plansinvolve risks, uncertainties, and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstancesassumptions that are difficult to predictpredict. These statements are based on management’s current expectations, intentions, or beliefs and manyare subject to a number of which are outside of our control. Our actual resultsfactors, assumptions, and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factorsuncertainties that could cause our actual results and financial condition to differ materially from those indicateddescribed in the forward-looking statementsstatements. Factors that could cause or contribute to such differences or that might otherwise impact the business include among others, our ability to achieve operational efficiencies and meet customer demand for products and services and the risk factors set forth in Item 1A in Part II of this Quarterly Report and Item IA of our Annual Report for the fiscal year ended March 31, 2017. Any forward-looking statement made by us in this Quarterly Report is based only on information currently available to us and speaks only as of the date on which it is made.2019. We undertake no obligation to publicly update any such factor or to publicly announce the results of any revisions to any forward-looking statement made in this Quarterly Report or any other forward-looking statement that may be made from time to time, whether written or oral,statements contained herein whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report for the fiscal year ended March 31, 20172019. There have been no material changes in our market risk exposures since March 31, 20172019.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision of and with the participation of our Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Corporate Controller and Treasurer, management evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report. Based on that evaluation, the CEO, CFO and Corporate Controller and Treasurer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.



Change in Internal Control over Financial Reporting

None.In connection with the adoption of Topic 842, we assessed the impact to our internal controls over financial reporting and noted no material changes during the quarter ended June 30, 2019.

PART II. OTHER INFORMATION
Item 1.     Legal Proceedings
None.

Item 1A. Risk Factors

There have been no material changes in the risk factors included in our Annual Report for the fiscal year ended March 31, 20172019 that may materially affect our business, results of operations, or financial condition.

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

None.



Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures
Not applicable.
Item 5.    Other Information
None.

Item 6.    Exhibits

31.1

31.2
31.3
32
101
The following materials from our quarterly report on Form 10-Q for the quarter ended December 31, 2017,June 30, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at December 31, 2017June 30, 2019 and March 31, 2017,2019, (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2017June 30, 2019 and 2016,2018, (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended December 31, 2017June 30, 2019 and 2016,2018, (iv) Condensed Consolidated Statements of Cash Flows for the ninethree months ended December 31, 2017June 30, 2019 and 2016,2018, (v) Condensed Consolidated Statements of Shareholders' Equity for the three months ended June 30, 2019 and (v)2018 and (vi) Notes to Condensed Consolidated Financial Statements for the three and nine months ended December 31, 2017.June 30, 2019.









SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.


AGILYSYS, INC.



Date:January 26, 2018July 29, 2019/s/ Anthony S. Pritchett
  Anthony S. Pritchett
  Chief Financial Officer
  (Principal Financial Officer and Duly Authorized Officer)


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